Access Control Door Entry Panel

GENERAL BUSINESS AGREEMENT — ACCESS CONTROL DOOR ENTRY PANEL

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: and Provider Name: .

Parties and Contact Information

Recitals (WHEREAS)

WHEREAS, Client requires procurement, installation, configuration and commissioning of an access control door entry panel and related equipment at the Premises located at ;

WHEREAS, Provider represents that it has the expertise, personnel, and licensing required to supply, install, integrate and maintain the access control door entry panel described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations concerning supply, installation, acceptance and ongoing support for such access control system.

Scope of Work

Key components to be provided and services to be performed include, at minimum: equipment supply, mounting and enclosure, power and network connection, reader and credential configuration, integration with existing security systems, acceptance testing, documentation and user training.

Deliverables and Acceptance

Provider shall deliver the components and perform installation in accordance with the Scope of Work. Upon completion, Provider will perform acceptance testing with Client present. Acceptance criteria include: successful power-up, network connectivity, reader authentication tests, fail-safe operation, and documented configuration. Client shall provide written acceptance or rejection within days of completion.

Payment Terms

Total Agreement Amount: $

Deposit (if any): $ due on or before .

Late Payment: Any undisputed amount not paid within days of invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

Term Commencement: . Term Expiration: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience with days' prior written notice.

Confidentiality

Each party agrees to hold in confidence all non-public information disclosed by the other party in connection with this Agreement and to use such information solely to perform obligations under this Agreement. Confidential materials do not include information that is or becomes public through no breach, lawfully received from a third party, or independently developed without use of confidential information.

Warranties; Limitation of Liability

Provider warrants that new equipment supplied will be free from defects in materials and workmanship for a period of months from acceptance. Provider will, at its option, repair or replace defective equipment during the warranty period. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for wilful misconduct or gross negligence, neither party shall be liable for incidental, consequential, punitive or special damages. The aggregate liability of Provider for any claim arising from this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement.

Maintenance and Support

Standard: remote diagnostics and business-hours support
Premium: 24/7 support and on-site response within specified SLA
No ongoing maintenance (as-needed service calls)

Indemnification

Each party shall indemnify and hold harmless the other party from and against claims, damages and liabilities arising out of its negligent acts or willful misconduct in connection with performance under this Agreement. The indemnifying party shall defend the indemnified party at its own expense and control the defense and settlement of any claim subject to reasonable consent by the indemnified party.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating legal proceedings.

Entire Agreement; Amendments

This Agreement, including all attachments and exhibits incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior negotiations, proposals and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

Notices: Notices shall be in writing and delivered to the addresses set forth in this Agreement by hand, certified mail, or courier and will be effective upon receipt.

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