Sales Agreement - Equipment

EQUIPMENT PURCHASE AND SALE AGREEMENT

(Oklahoma UCC-Compliant — 12A O.S. Article 2)

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 this Agreement to constitute a contract for the sale of goods governed by Article 2 of the Oklahoma Uniform Commercial Code (12A O.S. §§ 2-101 et seq.);

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 Buyer's acceptance of the Equipment in accordance with Section 7, or deemed acceptance under 12A O.S. § 2-606.

"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 Law" means all federal, Oklahoma state, and local laws, statutes, regulations, ordinances, and governmental orders applicable to the transaction, including the Oklahoma UCC.

"Business Day" means any day other than Saturday, Sunday, or a day on which commercial banks in Oklahoma are authorized or required to close.

"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 Goods" means Equipment that conforms to the Specifications and the requirements of this Agreement in all material respects (12A O.S. § 2-106).

"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.

"PMSI" means a purchase money security interest as defined in 12A O.S. § 9-103.

"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.

"UCC" means the Uniform Commercial Code as adopted in Oklahoma (Title 12A of the Oklahoma Statutes).

"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 payment not received within [____] days after the due date shall bear interest at the rate of six percent (6%) per annum — the statutory legal rate under 15 O.S. § 266 — or such other rate as the Parties specify in writing (parties may agree to any rate authorized by law), calculated from the due date until actual payment.

Oklahoma Law Note: The legal rate of interest is 6% per annum when no rate is specified (15 O.S. § 266). By written contract, parties may agree to any rate authorized by law. For post-judgment interest on judgments entered on or after January 1, 2005, 12 O.S. § 727.1 provides a rate equal to the average U.S. Treasury Bill rate for the preceding calendar year plus 4 percentage points.

5.5 Taxes

(a) Sales and Use Tax. Unless Buyer provides a valid exemption permit or certificate at or before the time of purchase, Seller shall collect and remit Oklahoma sales tax at the applicable combined rate (state rate: 4.5% under 68 O.S. § 1354, plus applicable county and municipal rates).

(b) Manufacturing Equipment Exemption. If Buyer holds a valid Manufacturer's Sales Tax Exemption Permit issued by the Oklahoma Tax Commission under 68 O.S. § 1359, purchases of machinery and equipment for use in manufacturing operations are exempt. The permit must be renewed every three (3) years and presented to Seller at or before purchase to relieve Seller of collection liability.

(c) Computer Equipment Exemption. Machinery and equipment purchased by establishments primarily engaged in computer services and data processing may qualify for exemption under 68 O.S. § 1357.

(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:

☐ FOB Seller's Facility (12A O.S. § 2-319) — risk of loss passes when Equipment is placed in carrier's possession at Seller's facility.
☐ FOB Buyer's Facility — risk of loss passes upon tender of delivery at Buyer's location.
☐ Other: [________________________________]

6.2 Risk of Loss

Risk of loss passes per the delivery terms above and 12A O.S. § 2-509. If Equipment is damaged after risk passes to Buyer, Buyer bears the loss. If damaged before risk passes, Seller shall repair/replace or refund amounts paid.

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

Buyer may inspect the Equipment at any reasonable time before and after delivery (12A O.S. § 2-513), including at Seller's facility during manufacture upon reasonable notice.

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 does not impair warranty rights (12A O.S. § 2-607(2)).

7.4 Rejection and Cure

(a) Rejection. Buyer may reject nonconforming Equipment by written Rejection Notice within the Inspection Period (12A O.S. §§ 2-601, 2-602).

(b) Perfect Tender. Under Oklahoma's perfect tender rule (12A O.S. § 2-601), Buyer may reject goods failing to conform in any respect.

(c) Right to Cure. Seller has [____] days after receipt of a Rejection Notice (the "Cure Period") to cure by repair, adjustment, or replacement (12A O.S. § 2-508).

(d) Failure to Cure. If Seller fails to cure, Buyer may: (i) cancel and recover amounts paid (12A O.S. § 2-711); (ii) cover (12A O.S. § 2-712); or (iii) recover damages (12A O.S. § 2-713).

7.5 Revocation of Acceptance

Buyer may revoke acceptance under 12A O.S. § 2-608 where a nonconformity substantially impairs value and acceptance was induced by difficulty of discovery or Seller's assurances.

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

The Equipment shall be merchantable per 12A O.S. § 2-314.

☐ Retained ☐ Disclaimed — See Section 8.5.

8.3 Implied Warranty of Fitness for Particular Purpose

If Seller knows of Buyer's particular purpose and Buyer relies on Seller's judgment, the warranty of fitness arises under 12A O.S. § 2-315.

☐ 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 EQUIPMENT IS SOLD "AS IS." EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY (12A O.S. § 2-314) AND FITNESS FOR A PARTICULAR PURPOSE (12A O.S. § 2-315). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY 12A O.S. § 2-316(2).

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

CRITICAL OKLAHOMA NOTE: Oklahoma has a five (5)-year statute of limitations for breach of any contract for the sale of goods (12A O.S. § 2-725). This is one year longer than the standard UCC four-year period adopted by most states. The Parties may reduce (but not extend) this period to not less than one (1) year by agreement.

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 Registration. Seller is registered to collect Oklahoma sales tax as required.

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 INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. Per 12A O.S. § 2-719(3), limitation of consequential damages where the loss is commercial is not prima facie unconscionable.

13.3 Essential Purpose

If a limited remedy fails of its essential purpose (12A O.S. § 2-719(2)), the limitations above still apply to the extent permitted.

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.

CRITICAL OKLAHOMA NOTE — Non-Compete Restrictions: Under 15 O.S. § 217, "every contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind" is void to that extent. Oklahoma's prohibition is among the strongest in the nation. Narrow exceptions exist under 15 O.S. §§ 218–219B (sale of business goodwill, partnership dissolution, certain technology-related employment) but are strictly construed. Do not include non-compete covenants in this Agreement unless a statutory exception applies. Non-disclosure and non-solicitation provisions are permissible when reasonable.

15. CONFIDENTIALITY

15.1 Definition

"Confidential Information" means all non-public business, technical, financial, or proprietary information disclosed by one Party to the other in connection with this Agreement, including trade secrets under the Oklahoma Uniform Trade Secrets Act (78 O.S. §§ 85–92).

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. Trade secret obligations continue as long as the information qualifies as a trade secret under 78 O.S. § 86.

15.6 Remedies

Breach may cause irreparable harm. The Disclosing Party may seek injunctive relief without bond (to the extent permitted) and damages under 78 O.S. §§ 87–89 (actual damages and unjust enrichment).

16. TITLE RETENTION AND SECURITY INTERESTS

16.1 Reservation of Title

☐ Applicable. Seller reserves title until payment in full (12A O.S. § 2-401), operating as a security interest under UCC Article 9.
☐ Not Applicable. Title passes upon delivery.

16.2 PMSI

If retained, Seller's interest constitutes a PMSI under 12A O.S. § 9-103 with super-priority (12A O.S. § 9-324).

16.3 Perfection

(a) Buyer authorizes filing a UCC-1 with the Oklahoma County Clerk (county of Buyer's location) to perfect the security interest. Central filing with the Oklahoma Secretary of State is not required for most equipment but may be advisable for multi-county operations.
(b) Filing Fee: Approximately $13.00 for a UCC-1 paper filing with the County Clerk.
(c) Seller may file UCC-3 continuation statements per 12A O.S. § 9-515.

16.4 Buyer's Obligations

While the security interest remains, Buyer shall: (a) keep Equipment free from additional Liens; (b) maintain insurance naming Seller as loss payee; (c) not relocate outside Oklahoma without consent; and (d) permit reasonable inspection.

16.5 Release

Seller shall file a UCC-3 termination statement within [____] Business Days after payment in full.

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 (12A O.S. §§ 2-711 through 2-717):
(a) Cancel (§ 2-711); (b) Cover (§ 2-712); (c) Recover non-delivery damages (§ 2-713); (d) Incidental/consequential damages (§ 2-715), subject to Section 13; (e) Specific performance (§ 2-716); (f) Recover amounts paid (§ 2-711(1)).

17.3 Seller's Remedies

Upon Buyer Default (12A O.S. §§ 2-703 through 2-710):
(a) Withhold/stop delivery (§§ 2-703, 2-705); (b) Resell and recover damages (§ 2-706); (c) Damages for non-acceptance or lost profits (§§ 2-708, 2-710); (d) Recover price (§ 2-709); (e) Cancel (§ 2-703); (f) Exercise secured party rights (§§ 9-601 et seq.).

17.4 Cumulative Remedies

All remedies are cumulative.

17.5 Attorneys' Fees

The prevailing Party may recover reasonable attorneys' fees, costs, and expenses.

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

This Agreement is governed by Oklahoma law, including the Oklahoma UCC (Title 12A), without regard to conflict-of-laws principles. The CISG is excluded.

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.

Oklahoma Practice Note: Jury trial waivers in commercial contracts are generally enforceable in Oklahoma when knowing, voluntary, and conspicuous.

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

No amendment is binding unless in writing signed by both Parties (12A O.S. § 2-209).

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

Effective per the Oklahoma UETA (12A O.S. §§ 15-101 to 15-120) and federal ESIGN Act (15 U.S.C. § 7001 et seq.).

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

CRITICAL OKLAHOMA WARNING (15 O.S. § 217): Every contract restraining anyone from exercising a lawful profession, trade, or business is void to that extent. Oklahoma's ban is among the broadest in the nation. The only exceptions — sale of business goodwill (§ 218), partnership dissolution (§ 219), and limited technology-related employment agreements (§§ 219A–219B) — are construed strictly by Oklahoma courts. Any non-compete provision in this Agreement is presumptively unenforceable. Non-disclosure and non-solicitation of employees provisions are enforceable when reasonable in scope and duration.

20.14 Oklahoma Tax Compliance

Oklahoma imposes sales/use tax on tangible personal property. Manufacturing exemptions require a valid Manufacturer's Exemption Permit renewed every three years (68 O.S. § 1359). Buyer shall provide all required permits and indemnify Seller for tax liability from invalid permits.

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 template is provided for informational purposes only and does not constitute legal advice. Consult an Oklahoma-licensed attorney before execution. Last updated: 2026-02-28.