Sales Agreement - Equipment - Oklahoma

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Oklahoma transaction — legal classification and governing law to be reviewed)

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Sale and Purchase of Equipment
4. Equipment Specifications and Serial Numbers
5. Pricing and Payment Terms
6. Delivery, Installation, and Commissioning
7. Inspection and Acceptance
8. Warranties
9. Representations
10. Training and Documentation
11. Maintenance and Service Obligations
12. Indemnification
13. Limitation of Liability
14. Intellectual Property
15. Confidentiality
16. Title Retention and Security Interests
17. Default and Remedies
18. Term and Termination
19. Dispute Resolution
20. General Provisions
21. Execution Block

Exhibits:

• Exhibit A — Equipment Specifications
• Exhibit B — Price Schedule and Payment Milestones
• Exhibit C — Installation Plan
• Exhibit D — Training Schedule
• Exhibit E — Maintenance Terms

1. DOCUMENT HEADER AND RECITALS

EQUIPMENT PURCHASE AND SALE AGREEMENT (this "Agreement"), effective as of [__/__/____] (the "Effective Date"), is entered into by and between:

SELLER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Oklahoma Tax Permit No.: [________________________________]
(hereinafter "Seller")

BUYER:
Name: [________________________________]
Entity Type: [________________________________] organized under the laws of [________________________________]
Principal Address: [________________________________]
Oklahoma Tax Permit No.: [________________________________]
(hereinafter "Buyer")

Seller and Buyer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Seller is in the business of manufacturing, distributing, or selling commercial and industrial equipment;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain equipment more particularly described in Exhibit A (the "Equipment"), on the terms and conditions set forth herein;

WHEREAS, the Parties intend to document the equipment, included software and services, delivery, testing, payment, title, risk, warranty, support, and financing terms, subject to counsel's transaction classification;

NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

"Acceptance" means the contractual milestone selected in Section 7 after completion of the agreed inspection and testing record.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of fifty percent (50%) or more of voting securities.

"Applicable Requirements" means the laws, permits, standards, orders, contract duties, and technical requirements identified in the compliance schedule.

"Business Day" means a day included by the notice-and-deadline schedule after counsel identifies excluded weekends, holidays, closures, and delivery rules.

"Closing" means the consummation of the sale and purchase of the Equipment.

"Commissioning" means successful completion of functional testing demonstrating that the Equipment operates within the Performance Specifications.

"Confidential Information" has the meaning set forth in Section 15.

"Conforming Equipment" means Equipment that satisfies the selected Specifications, quantity, condition, documents, testing, installation, and acceptance criteria.

"Cure Period" has the meaning set forth in Section 7.4.

"Delivery Date" means the date specified in Exhibit C for delivery of the Equipment to the Delivery Point.

"Delivery Point" means [FOB point — e.g., Seller's dock / Buyer's facility at ________________________________], as further specified in Section 6.

"Equipment" means the machinery, apparatus, devices, components, parts, accessories, and related items described in Exhibit A.

"Force Majeure Event" has the meaning set forth in Section 20.6.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, firmware, software, and other proprietary rights related to the Equipment.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind.

"Performance Specifications" means the operational parameters and performance standards set forth in Exhibit A.

"Permitted Liens" means Liens set forth on Exhibit A, Section 3, if any.

"Seller Financing Interest" means only the lien or security arrangement described in Section 16 after financing counsel completes the attachment, perfection, priority, filing, and release schedule.

"Purchase Price" has the meaning set forth in Section 5.1.

"Punch List" means minor, non-material items not preventing Commissioning that Seller must remedy within an agreed timeframe.

"Specifications" means the technical specifications, drawings, performance standards, and other requirements set forth in Exhibit A.

"Commercial Law Review" means counsel's transaction-specific analysis of goods, services, software, title, risk, warranties, remedies, and financing.

"Warranty Period" has the meaning set forth in Section 8.1.

3. SALE AND PURCHASE OF EQUIPMENT

3.1 Agreement to Sell and Purchase

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver the Equipment to Buyer, and Buyer agrees to purchase and accept the Equipment from Seller.

3.2 Scope of Sale

The sale includes:

• ☐ Equipment as described in Exhibit A
• ☐ All standard accessories, attachments, and components listed in Exhibit A
• ☐ Operating manuals, maintenance guides, and technical documentation
• ☐ Firmware/embedded software licenses (if applicable)
• ☐ Spare parts kit (if specified in Exhibit A)
• ☐ Specialty tooling required for routine maintenance (if specified in Exhibit A)

3.3 Exclusions

Unless expressly listed in Exhibit A, the sale does not include:
(a) Consumables, expendable parts, or operating supplies;
(b) Site preparation, foundation work, or utility connections;
(c) Third-party software licenses not embedded in the Equipment; or
(d) Extended service contracts (available separately under Exhibit E).

4. EQUIPMENT SPECIFICATIONS AND SERIAL NUMBERS

4.1 Specifications

The Equipment shall conform in all material respects to the Specifications set forth in Exhibit A.

4.2 Serial Number and Identification

4.3 Changes to Specifications

No change to the Specifications shall be effective unless agreed to in writing by both Parties. Material changes affecting the Purchase Price or Delivery Date require a written amendment.

5. PRICING AND PAYMENT TERMS

5.1 Purchase Price

The total purchase price for the Equipment is $[________________________________] (the "Purchase Price"), payable in United States Dollars. The detailed breakdown is in Exhibit B.

5.2 Payment Milestones

5.3 Method of Payment

All payments shall be made by wire transfer of immediately available funds to the account designated by Seller in writing.

5.4 Late Payment Interest

Any undisputed payment not received within [____] days after the due date bears interest at [____]% [simple / compounded as stated], but never above the enforceable rate Oklahoma counsel approves for this transaction. The invoice-dispute, notice, cure, suspension, and collection terms must be completed together.

5.5 Taxes

(a) Sales and Use Tax. A qualified tax adviser must classify the Equipment, included software and services, delivery, installation, location, purchaser, exemption, and documentation. Seller will collect amounts allocated to it in the completed tax schedule.

(b) Claimed Exemption. Buyer must provide the exact current permit or certificate, scope, effective dates, qualifying use, and adviser approval before Seller relies on an exemption.

(c) Other Tax Treatment. Record any additional exemption, resale, direct-pay, location, or use treatment and its supporting official source: [________________________________].

(d) Responsibility. Buyer is solely responsible for all sales, use, personal property, and other taxes imposed on the Equipment after delivery, except for Seller's income taxes.

6. DELIVERY, INSTALLATION, AND COMMISSIONING

6.1 Delivery Terms

Seller shall deliver the Equipment to the Delivery Point on or before the Delivery Date:

☐ Shipment term: [named place, carrier, loading, cost, title, risk, insurance, documents: ________________________________]
☐ Destination term: [named place, unloading, acceptance, title, risk, insurance, documents: ________________________________]
☐ Other: [________________________________]

6.2 Risk of Loss

Risk of loss, title, insurance, carrier claims, repair, replacement, and refund responsibilities are determined only by the completed delivery and risk schedule. Do not assume they move at the same event.

6.3 Title Passage

Title passes upon the later of: (a) delivery to the Delivery Point; or (b) receipt of payment in full — subject to any security interest under Section 16.

6.4 Shipping and Insurance

(a) Carrier Selection. [________________________________] selects the carrier. Freight: ☐ included / ☐ Buyer pays separately.
(b) Transit Insurance. The risk-bearing Party shall maintain cargo insurance for full replacement value.
(c) Packing. Seller shall pack per industry standards and Exhibit C requirements.

6.5 Installation

☐ Seller Installation. Seller installs per Exhibit C. Buyer provides site access, utilities, and foundation.
☐ Buyer Installation. Buyer installs at own expense. Seller provides reasonable technical guidance.
☐ Third-Party Installation. [________________________________] under separate agreement.

6.6 Commissioning

Seller shall perform Commissioning tests upon installation completion. Commissioning is complete when:
(a) Equipment meets Performance Specifications during a continuous [____]-hour test run; and
(b) Both Parties execute a Commissioning Certificate, or Buyer fails to object within [____] Business Days.

6.7 Delay Liquidated Damages

If Seller fails to deliver by the Delivery Date (as extended for Force Majeure) and the failure is not caused by Buyer, Seller shall pay liquidated damages of [____]% of the Purchase Price per complete [week/day] of delay, up to [____]% of the Purchase Price.

7. INSPECTION AND ACCEPTANCE

7.1 Right of Inspection

The parties select the inspection locations, access, notice, safety controls, witnesses, tests, records, costs, and timing in Exhibit D.

7.2 Inspection Period

Buyer has [____] Business Days after the later of (a) delivery or (b) Commissioning completion (the "Inspection Period") to accept or reject.

7.3 Acceptance

Acceptance occurs upon the earliest of:
(a) Written notice of Acceptance;
(b) Execution of a Commissioning Certificate without reservation;
(c) Use in production (other than testing); or
(d) Expiration of the Inspection Period without a Rejection Notice.

Acceptance, warranty, latent-defect, support, payment, and remedy consequences must be stated separately and reviewed for consistency.

7.4 Rejection and Cure

(a) Rejection. Buyer may issue a written Rejection Notice within the selected Inspection Period if the stated acceptance criteria are not met.

(b) Materiality Selection. The parties must select whether any variance, only a material variance, or a listed critical variance supports rejection.

(c) Contractual Cure. Seller has [____] days after receipt of a valid Rejection Notice to use the repair, adjustment, replacement, or retest process stated here: [________________________________].

(d) Failure to Cure. If cure fails, the parties select the cancellation, refund, replacement purchase, price adjustment, damages, or other remedy in the remedy schedule, subject to counsel review.

7.5 Revocation of Acceptance

Any post-acceptance return, revocation, latent-defect, recall, or safety process must be stated in the warranty and remedy schedules and reviewed under the selected governing law.

8. WARRANTIES

8.1 Express Warranty

Seller warrants that for [____] months following Acceptance (the "Warranty Period"), the Equipment shall:
(a) Conform to the Specifications in Exhibit A;
(b) Be free from defects in materials and workmanship;
(c) Operate within Performance Specifications under normal use; and
(d) Be new (unless Exhibit A states otherwise).

8.2 Implied Warranty of Merchantability

Any merchantability or minimum-quality warranty must be expressly selected and described after counsel classifies the transaction.

☐ Retained ☐ Disclaimed — See Section 8.5.

8.3 Implied Warranty of Fitness for Particular Purpose

Any particular-purpose or reliance warranty must be expressly selected, tied to disclosed operating conditions, and reconciled with the Specifications.

☐ Retained ☐ Disclaimed — See Section 8.5.

8.4 Warranty Remedies

During the Warranty Period, Seller shall, at its sole cost:
(a) Repair or replace nonconforming Equipment within [____] Business Days; or
(b) Refund the allocable Purchase Price if repair/replacement is not commercially practicable.

8.5 Disclaimer of Warranties (If Applicable)

THE PARTIES SELECT [AS-IS / EXPRESS-WARRANTY-ONLY / OTHER] TREATMENT. OKLAHOMA COUNSEL MUST APPROVE THE EXACT WARRANTY DISCLAIMER, PRESENTATION, EXCEPTIONS, CONSUMER OR PUBLIC-POLICY LIMITS, AND CONSISTENCY WITH ALL EXPRESS STATEMENTS.

8.6 Warranty Exclusions

Seller's warranty does not cover defects from: (a) Buyer misuse or neglect; (b) unauthorized modification or repair; (c) normal wear and tear; (d) Force Majeure; or (e) non-approved parts or consumables.

8.7 Statute of Limitations

Limitations review: Counsel must identify every potentially applicable claim, accrual rule, contractual-reduction option, repose period, tolling issue, and completed transaction date. Do not copy a period from another equipment contract.

9. REPRESENTATIONS

9.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing;
(b) It has full power and authority to execute and perform this Agreement;
(c) This Agreement is its legal, valid, and binding obligation;
(d) Execution does not conflict with organizational documents or Applicable Law; and
(e) No pending litigation would materially impair its performance.

9.2 Seller's Representations

Seller further represents and warrants:
(a) Title. Seller has and will convey good and marketable title, free of Liens except Permitted Liens;
(b) No Infringement. The Equipment does not, to Seller's knowledge, infringe third-party IP;
(c) Compliance. The Equipment was manufactured in compliance with Applicable Laws;
(d) Condition. The Equipment is new (unless Exhibit A states otherwise); and
(e) Tax Records. Seller has provided the registrations, permits, and collection position identified in the completed tax schedule.

9.3 Buyer's Representations

Buyer further represents:
(a) Financial capacity to pay the Purchase Price;
(b) Compliance with Applicable Laws in Equipment use; and
(c) Validity of any tax exemption certificates provided.

10. TRAINING AND DOCUMENTATION

10.1 Training

Per Exhibit D:
(a) [____] hours of operator training for up to [____] personnel;
(b) [____] hours of maintenance training for up to [____] technicians;
(c) Location: ☐ Buyer's facility / ☐ Seller's facility / ☐ Remote.

10.2 Documentation

Seller shall deliver at or before Commissioning:
(a) Operating manuals; (b) Maintenance/service manuals; (c) Parts catalog; (d) Schematics; (e) Safety data sheets; and (f) Warranty registration documents.

10.3 Updates

Seller shall provide updated manuals and safety notices during the Warranty Period at no charge.

11. MAINTENANCE AND SERVICE OBLIGATIONS

11.1 Warranty-Period Service

Per Section 8.4, at no additional cost.

11.2 Post-Warranty Service

Per Exhibit E, or at Seller's then-current time-and-materials rates.

11.3 Parts Availability

Seller shall maintain replacement parts for [____] years. If discontinuing a part, Seller shall give [____] months' notice and a last-time-buy opportunity.

11.4 Remote Diagnostics

If equipped, Buyer shall allow reasonable remote access during the Warranty Period, subject to Buyer's cybersecurity policies.

12. INDEMNIFICATION

12.1 Seller's Indemnification

Seller shall indemnify Buyer and its Affiliates, officers, directors, employees, and agents from claims arising from: (a) breach of Seller's representations, warranties, or covenants; (b) defects in design, materials, or workmanship; (c) third-party IP infringement; (d) title defects or undisclosed Liens; or (e) Seller's gross negligence or willful misconduct.

12.2 Buyer's Indemnification

Buyer shall indemnify Seller and its Affiliates, officers, directors, employees, and agents from claims arising from: (a) breach of Buyer's representations, warranties, or covenants; (b) Buyer's post-Acceptance use or modification (except for Seller's breach); (c) Buyer's non-compliance with Applicable Law; or (d) Buyer's gross negligence or willful misconduct.

12.3 Procedures

The indemnified party shall: (a) promptly notify the indemnifying party; (b) grant sole defense control; and (c) cooperate at the indemnifying party's expense.

13. LIMITATION OF LIABILITY

13.1 Liability Cap

EXCEPT FOR (A) INDEMNIFICATION (SECTION 12), (B) WARRANTIES (SECTION 8), (C) CONFIDENTIALITY BREACH (SECTION 15), AND (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AGGREGATE LIABILITY SHALL NOT EXCEED [________________________________] (THE "LIABILITY CAP").

13.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR THE CATEGORIES OF LOSS EXPRESSLY SELECTED IN THE LIABILITY SCHEDULE, TO THE EXTENT OKLAHOMA COUNSEL CONFIRMS THE EXCLUSION IS ENFORCEABLE FOR THIS TRANSACTION, CONDUCT, REMEDY, AND CLAIM.

13.3 Essential Purpose

Counsel must review whether each limit, exclusion, and exclusive remedy remains enforceable if the selected remedy does not provide the agreed practical benefit.

14. INTELLECTUAL PROPERTY

14.1 Ownership

Seller retains all IP rights. This Agreement does not transfer IP except the license in Section 14.2.

14.2 License Grant

Seller grants Buyer a non-exclusive, non-transferable, perpetual license to use embedded IP solely to operate, maintain, and repair the Equipment.

14.3 IP Infringement Defense

Seller shall, at its cost: (a) procure continued use rights; (b) modify the Equipment to be non-infringing; or (c) replace with non-infringing equipment. If not practicable, Seller shall accept return and refund.

14.4 Buyer Modifications

Buyer shall not distribute modifications incorporating Seller's IP without written consent.

Restrictive-term gate: Do not add a non-compete, non-solicit, no-hire, exclusivity, field restriction, customer restriction, or similar term until Oklahoma counsel identifies the exact transaction, protected interest, parties, activity, duration, territory, statutory exception, and permissible remedy from current official law.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means the non-public business, technical, financial, or proprietary information identified by the parties in the confidentiality schedule.

15.2 Obligations

The Receiving Party shall: (a) use Confidential Information solely for this Agreement; (b) protect with reasonable care; and (c) not disclose to third parties without consent, except to bound employees, agents, or contractors with a need to know.

15.3 Exclusions

Information that: (a) is publicly available without breach; (b) was previously known; (c) is independently developed; or (d) is rightfully received from a third party without restriction.

15.4 Compelled Disclosure

If compelled by law, the Receiving Party shall (to the extent permitted) provide prompt notice and disclose only the minimum required.

15.5 Duration

Confidentiality obligations survive for [____] years after termination. Any longer protection must be tied to the information's continuing status and the governing-law review.

15.6 Remedies

A party may request equitable or monetary relief available in the selected forum. Entitlement, irreparable harm, security, causation, measure, and scope remain subject to proof and governing law.

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Reservation of Title

☐ Applicable after financing review. Seller proposes a retained-title or security arrangement described in the financing schedule.
☐ Not Applicable. Title passes upon delivery.

16.2 PMSI

No attachment, perfection, priority, or purchase-money status is represented until financing counsel completes the debtor, collateral, location, filing-office, timing, proceeds, fixtures, competing-lien, and release analysis.

16.3 Perfection

(a) Exact filing office, debtor name, debtor location, collateral description, fixture status, and authorisation: [________________________________].
(b) Current official form, method, fee, and receipt: [________________________________].
(c) Continuation, amendment, assignment, release, and termination calendar: [________________________________].

16.4 Buyer's Obligations

While an approved financing interest remains, Buyer shall comply with the lien, insurance, location, inspection, notice, and consent terms selected in the financing schedule.

16.5 Release

Seller shall complete the release or termination action and evidence stated in the financing schedule within [____] Business Days after the verified release trigger.

17. DEFAULT AND REMEDIES

17.1 Events of Default

(a) Buyer Default: (i) payment failure continuing [____] Business Days after notice; (ii) failure to accept conforming Equipment; (iii) material breach uncured for [____] days; (iv) insolvency or bankruptcy.

(b) Seller Default: (i) delivery failure continuing [____] days after the Delivery Date; (ii) nonconforming delivery with failure to cure; (iii) material breach uncured for [____] days; (iv) insolvency or bankruptcy.

17.2 Buyer's Remedies

Upon Seller Default, Buyer may use only the remedies selected and approved in the remedy schedule:
(a) Cancel; (b) obtain substitute equipment; (c) request non-delivery damages; (d) request incidental or consequential loss if not validly excluded; (e) request specific performance if available; or (f) recover amounts paid—only as selected and approved in the remedy schedule.

17.3 Seller's Remedies

Upon Buyer Default, Seller may use only the remedies selected and approved in the remedy and financing schedules:
(a) Withhold or stop delivery; (b) resell and request damages; (c) request non-acceptance or lost-profit damages; (d) request the price; (e) cancel; or (f) exercise an approved financing remedy—only as selected and approved in the remedy and financing schedules.

17.4 Cumulative Remedies

All remedies are cumulative.

17.5 Attorneys' Fees

The fee schedule must state whether either party may request fees, costs, and expenses and identify the contract or legal authority counsel confirms.

18. TERM AND TERMINATION

18.1 Term

Effective until all obligations are performed, unless earlier terminated.

18.2 Termination for Cause

Either Party may terminate upon material uncured default after the applicable cure period.

18.3 Termination for Convenience

☐ Buyer may terminate upon [____] days' notice and payment of amounts due plus reasonable costs and a [____]% cancellation fee.
☐ Neither Party may terminate for convenience.

18.4 Survival

Sections 8, 12, 13, 14, 15, 16 (until released), 17, 19, and 20 survive termination.

19. DISPUTE RESOLUTION

19.1 Governing Law

The parties select Oklahoma law and [include / exclude / reserve] any international sales convention, subject to counsel's transaction-classification, mandatory-law, and conflicts review.

19.2 Negotiation

Parties shall first attempt good-faith negotiations between senior executives for [____] Business Days.

19.3 Mediation (Optional)

☐ Elected. Mediation in [________________________________], Oklahoma, before litigation.
☐ Not Elected.

19.4 Litigation

The Parties submit to exclusive jurisdiction of the District Court of [________________________________] County, Oklahoma, or the U.S. District Court for the [Western / Northern / Eastern] District of Oklahoma.

19.5 Arbitration (Optional)

☐ Elected. Binding arbitration by [AAA / JAMS / Other] under Commercial Rules in [________________________________], Oklahoma.
☐ Not Elected.

19.6 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY OKLAHOMA LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jury-selection gate: Include a jury waiver only after Oklahoma counsel confirms it is permitted, informed, voluntary, conspicuous, properly authorised, and consistent with the selected forum and dispute clause.

19.7 Provisional Remedies

Nothing herein precludes seeking temporary or preliminary injunctive relief to protect Confidential Information or IP.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, including Exhibits, constitutes the entire agreement and supersedes all prior negotiations and agreements.

20.2 Amendments

The parties select the amendment, waiver, change-order, and signature process here: [________________________________]. Counsel must address course-of-performance and emergency-change issues.

20.3 Assignment

No assignment without prior written consent, except to a successor by merger or asset sale.

20.4 Notices

In writing, deemed given when delivered personally, by certified mail, overnight courier, or email with confirmed receipt.

20.5 Severability

Invalid provisions are modified to the minimum extent necessary; remaining provisions continue.

20.6 Force Majeure

No liability for delays caused by events beyond reasonable control ("Force Majeure Events"). Prompt notice and mitigation efforts required. If exceeding [____] days, the non-affected Party may terminate.

20.7 Electronic Signatures

Electronic execution may be used only after counsel confirms party consent, authority, authentication, retention, delivery, and transaction-specific formality.

20.8 Counterparts

May be executed in counterparts, each an original.

20.9 Waiver

No waiver of a breach is a waiver of any subsequent breach. Waivers must be in writing.

20.10 Relationship

Independent contractors. No partnership, joint venture, or agency.

20.11 Third-Party Beneficiaries

None.

20.12 Construction

(a) Headings for convenience only. (b) No rule against drafter. (c) "Including" means "including without limitation." (d) Statutory references include amendments.

20.13 Non-Compete / Restrictive Covenant Notice

Oklahoma restrictive-covenant review: No restrictive term is supplied. Counsel must complete the gate in Section 15 from current official law before adding one.

20.14 Tax Compliance

The parties must attach the completed tax classification, collection, exemption, certificate, location, invoice, audit, and indemnity schedule approved by a qualified adviser.

21. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER

[________________________________]

BUYER

[________________________________]

EXHIBIT A — EQUIPMENT SPECIFICATIONS

A-1. Equipment Description

A-2. Performance Specifications
[________________________________]

A-3. Permitted Liens
☐ None ☐ [________________________________]

A-4. Condition
☐ New ☐ Used — Condition: [________________________________]

EXHIBIT B — PRICE SCHEDULE

EXHIBIT C — INSTALLATION PLAN

1. Site Preparation: [________________________________]
2. Utility Requirements: [________________________________]
3. Delivery Schedule: [________________________________]
4. Installation Timeline: [________________________________]
5. Commissioning Protocol: [________________________________]
6. Responsible Party: ☐ Seller ☐ Buyer ☐ Third Party: [________________________________]

EXHIBIT D — TRAINING SCHEDULE

EXHIBIT E — MAINTENANCE TERMS

1. Warranty Maintenance: Per Section 8.
2. Post-Warranty Options:
   - ☐ Full-Service: $[________]/year
   - ☐ Parts-Only: $[________]/year
   - ☐ Time-and-Materials
3. Response Times: Emergency: [____] hrs; Non-Emergency: [____] Business Days
4. Parts Availability: Per Section 11.3.

This private equipment-sale form must be completed and reviewed by Oklahoma counsel and the relevant technical and tax advisers before execution.