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CDW® Installation Indemnity Agreement
may request from time to time that a CDW entity ("CDW") install (the "Installation") certain software images and
data desired by Customer (collectively, the "Software") on to computer equipment to be used by
Customer (the "Equipment"). CDW is willing to do so subject to the terms and conditions contained herein.
CDW'S INSTALLATION SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SERVICE PROJECTS ON THE WEBSITE.
For good and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Customer hereby agrees as follows:
Customer hereby represents and warrants to CDW: (a) Customer has full authority, right and power to
cause the Software to be installed on the Equipment it is being installed on (including, if applicable, to cause it to be transferred
from existing hardware) and to use the Software on the Equipment, either as owner, through valid and
existing license agreements or otherwise; and (b) the installation and the use of the Software in the
Equipment will not violate any copyright, license agreement, intellectual property right or other right
affecting the Software.
Customer acknowledges and agrees that:
CDW EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR
IMPLIED, CONCERNING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY OR OTHERWISE. IN NO CASE SHALL CDW, ITS DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY
CLAIM, LOSS OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING FROM THE
SOFTWARE OR RELATED IN ANY WAY TO YOUR USE OF THE
SOFTWARE.
Customer shall be solely responsible for reconstructing data stored on disk files, tapes, memories or
otherwise lost during the installation of the Software. If, at any time, in the sole discretion of CDW, CDW determines
that any representation or warranty is inaccurate, in whole or in part, CDW may, at its
option, terminate the installation of the Software or request such further assurances and security as CDW may determine.
Termination by CDW will not release Customer of its obligation to pay for services rendered and to be
rendered under its agreements with CDW.
Customer agrees to at all times indemnify, defend and hold harmless CDW, its affiliates and their
respective directors, officers, employees and agents, from and against any and all liabilities, debts,
obligations, claims, penalties, fines, demands, judgments, actions, causes of action, losses, damages, costs
or expenses (including attorney fees and any other costs or expenses imposed upon or incurred in the
defense, investigation or settlement of any matter which is subject to this Agreement), of any amount and
nature whatsoever, incurred by or imposed upon CDW as a result of, related to or in any way connected
with or arising out of: (a) any claim made by any party that the installation of the Software violates
any copyright, license or other right; (b) the inaccuracy of or breach of any representation or warranty
of Customer; and (c) bodily injury or death of any person or damage to any property related to the Software
or the installation of the Software.
Any failure by CDW to assert any right hereunder shall not constitute a waiver of any other right or
remedy under this Agreement. This Agreement shall be binding upon and inure to the benefit of
Customer and CDW and their respective successors and assigns. This Agreement and the representations,
warranties and covenants of Customer contained herein shall survive the completion of any and all
services rendered by CDW and the payment therefor. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law rules.
Any action arising out of a dispute between the Customer and CDW shall be brought exclusively in the
courts located in Cook County, Illinois and Customer consents to the jurisdiction of the federal and state
courts located in Cook County, Illinois and submits to the jurisdiction thereof and waives the right to
change venue. In the event of the invalidity or unenforceability of any provision of this Agreement under
applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the
remaining portions of this Agreement.
CDW's Configuration Center requires the following information in order to expedite every order covered
by this Agreement:
(a) Customer Number:
(b) Customer Contact First Name:
(c) Customer Contact Last Name:
(d) Customer Contact Name Phone Number: ( )
-
(e) Customer Contact Name Email Address:
(f) Software Image Password (if any):
By electronic submission of this Agreement to CDW, Customer, by its duly authorized representative, hereby certifies and authorizes delivery and execution of this Agreement and agrees to the terms and conditions contained herein.
Date Completed: 12/26/2025
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