Access Control Installation Agreement

Access Control Installation Agreement

This Access Control Installation Agreement ("Agreement") is made effective as of the Effective Date below by and between Client Name: , located at Address: (hereinafter "Client"), and Installer Name: , located at Address: (hereinafter "Installer"). Client and Installer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to procure installation, programming and commissioning services for access control hardware and software at the installation site described as: ; and

WHEREAS, Installer represents that it has the necessary expertise, licenses, personnel, and insurance to furnish such labor, materials, equipment and services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the work to be performed.

SCOPE OF WORK

Installer shall furnish all labor, equipment, testing, programming, and materials necessary to install, integrate and commission the access control system described below and as further specified in this Agreement. The work shall conform to applicable industry standards and local codes.

PAYMENT TERMS

Client shall pay Installer for the services and equipment performed and provided under this Agreement in accordance with the following terms.

All payments are due net as stated in the payment schedule. Client shall make timely payments as a condition to Installer's continued performance. Installer may suspend work if payments are past due beyond the grace period specified in the payment schedule; suspension does not relieve Client's payment obligations and Installer shall not be liable for delays caused by nonpayment.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until Completion Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate for material breach if the breaching Party fails to cure such breach within the notice period specified above after receipt of written notice. Termination for convenience by Client requires written notice and payment for work performed and materials ordered through the effective date of termination, plus reasonable demobilization costs.

CONFIDENTIALITY

Each Party shall keep confidential all non-public information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is (i) publicly known without breach of this Agreement, (ii) already rightfully known to the recipient prior to disclosure, (iii) rightfully obtained from a third party without an obligation of confidentiality, or (iv) independently developed without use of the other's Confidential Information. A receiving Party may disclose Confidential Information as required by law or to its attorneys, accountants, insurers and subcontractors on a need-to-know basis, provided such recipients are bound by confidentiality obligations no less protective than those herein.

INSURANCE AND INDEMNITY

Installer shall maintain at its expense commercial general liability, workers' compensation and automobile liability insurance in amounts customary for the industry and sufficient to cover claims arising from Installer's performance. Installer shall indemnify and hold harmless Client from and against claims, liabilities and expenses arising out of Installer's negligent acts or omissions in the performance of the work, except to the extent caused by Client's negligence or willful misconduct.

PERMITS, COMPLIANCE AND SITE CONDITIONS

Unless otherwise agreed in writing, Installer shall obtain and pay for permits specifically required for the installation work. Client shall provide reasonable access to the site, secure power and any owner-supplied infrastructure. Installer is not responsible for concealed conditions inconsistent with representations made to Installer prior to execution of this Agreement.

Installer will obtain required permits

Client will obtain required permits

LIMITATION OF LIABILITY AND WARRANTY

Installer warrants that the installation services will be performed in a workmanlike manner for a warranty period of Warranty Period: from final acceptance. Manufacturer warranties may apply to certain components; Installer shall assign such warranties to Client where permitted. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, INSTALLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNT PAID UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other.

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