Access Control Proposal Template

ACCESS CONTROL PROPOSAL TEMPLATE

Client Name:   Provider Name:

Proposal No.:   Proposal Date:   Proposal Expires:

Recitals

WHEREAS, Client Name: desires to obtain access control hardware, software, installation, and related services for the premises identified in this proposal; and

WHEREAS, Provider Name: represents that it is qualified and capable of performing the specified work and furnishing equipment in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Proposal and the acceptance hereof by the parties, the parties agree as follows.

Scope of Work

The Provider shall furnish all labor, materials, equipment, testing and commissioning necessary to perform the services described below at the Project Location indicated by the Client. The Scope includes design, procurement, installation, configuration, testing, training and turn-over documentation unless expressly excluded below.

Installation     System Programming     End-User Training     Preventive Maintenance (optional)

Payment Terms

Client shall pay Provider the Total Estimated Price in accordance with the following schedule. All amounts are due in U.S. dollars. Provider shall invoice Client in accordance with the milestones set forth below.

Unless otherwise agreed, invoices are due Net days from invoice date. Late payments shall incur interest at on the unpaid balance, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect delinquent amounts.

Term and Termination

This Proposal shall become effective on the Start Date provided below and shall continue until completion of the work unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after receipt of written notice. Termination by Client without cause prior to completion may subject Client to an early termination fee equal to Provider's reasonable documented costs plus a prorated portion of the contract price for work performed.

Confidentiality

Both parties acknowledge that in the performance of this Proposal they may receive or have access to confidential or proprietary information of the other party. Each party agrees to maintain the confidentiality of such information and shall not disclose it to any third party except to the extent necessary to perform under this Proposal or as required by law. Confidential information shall not include information that is or becomes publicly available through no breach of this provision or that was lawfully in the receiving party's possession prior to disclosure.

Warranties; Limitations of Liability

Provider warrants that equipment furnished will be free from defects in material and workmanship under normal use for the period expressly provided by the manufacturer and as supplemented by Provider's installation workmanship warranty of months from completion. EXCEPT AS EXPRESSLY SET FORTH IN THIS PROPOSAL, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

To the fullest extent permitted by law, Provider's aggregate liability arising out of or relating to this Proposal shall be limited to direct damages not to exceed the total amount paid by Client to Provider under this Proposal. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

Insurance and Access to Premises

Provider shall maintain commercial general liability and workers' compensation insurance appropriate for the work to be performed. Client shall provide Provider with reasonable access to the premises and any utilities required for the performance of the work, and Client shall obtain any necessary permissions or permits for the installation unless otherwise specified in writing.

Governing Law

This Proposal and any agreement resulting from acceptance of this Proposal shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of law principles.

Entire Agreement

This Proposal, together with any documents incorporated by reference and any accepted change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment shall be binding unless in writing and signed by both parties.

Acceptance

By signing below, Client accepts this Proposal in full and authorizes Provider to proceed in accordance with the terms and conditions set forth herein. Client acknowledges responsibility for payment in accordance with the Payment Terms and for providing access to the premises as required for completion of the work.

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