Access Control Salto Fobs Template

ACCESS CONTROL SALTO FOBS ISSUANCE AGREEMENT

Provider Name:     Provider Address:

Recipient Name:     Recipient Address:

Effective Date:     Contact (Provider):     Contact (Recipient):

WHEREAS

WHEREAS, Provider maintains and operates electronic access control systems using Salto-branded fobs and related credentials and provides controlled electronic access to certain premises and assets by issuance of such fobs; and

WHEREAS, Recipient requires issuance of Salto fobs for identified individuals or positions to permit authorized access in accordance with Provider access policies and the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, issuance and return procedures, and confidentiality obligations related to issuance and management of Salto fobs.

SCOPE OF WORK

Total Number of Fobs to be Issued:     Fobs remain property of:

PAYMENT TERMS

Recipient shall pay Provider for issuance, programming, and administration of Salto fobs in accordance with the following terms.

All payments are due in lawful currency and are non-refundable except as expressly provided in this Agreement. Provider may suspend issuance or access services for unpaid amounts following fifteen (15) days' prior written notice to Recipient.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach by the other if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Recipient of its obligation to pay fees for services performed or fobs issued prior to termination.

Return of Fobs: Upon expiration or termination, Recipient shall return all Salto fobs and credentials to Provider within days. Failure to return issued fobs may result in replacement charges equal to the then-current fee per fob and may include revocation of access privileges.

CONFIDENTIALITY

Each party acknowledges that information concerning access levels, fob identifiers, system configuration, and security protocols constitutes confidential information. Recipient shall not disclose, reproduce, or otherwise make available such confidential information except to persons with a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential information does not include information that is or becomes generally available to the public other than by breach of this Agreement or information independently developed without use of the other party's confidential information.

Breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

DATA SECURITY AND ACCESS CONTROL

Provider will maintain reasonable administrative, physical, and technical safeguards designed to protect access control data and fob credential information. Recipient is responsible for promptly notifying Provider in writing of any lost, stolen, or compromised fobs so that Provider may suspend associated credentials. Provider is not liable for unauthorized access resulting from Recipient's failure to report compromised credentials in a timely manner.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, consequential, incidental, or punitive damages arising out of or related to this Agreement. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Recipient to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGEMENT OF RECEIPT

Recipient hereby acknowledges receipt of the Salto fobs identified above and agrees to comply with the terms of this Agreement, including return and confidentiality obligations.

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