Alarmtech Business Document

ALARMTECH BUSINESS AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Provider Name: is engaged in the business of providing alarm system sales, installation, monitoring and maintenance services; and

WHEREAS, Client Name: desires to retain Provider to perform services at the location identified in this Agreement and Provider is willing to provide such services upon the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider shall perform the services described below at the Client premises. Provider shall furnish labor, materials, equipment and supervision necessary to complete the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services. Unless otherwise specified, all fees are due in U.S. dollars and are payable in cleared funds.

Invoices shall be issued by Provider and are payable within days of the invoice date. Overdue amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus Provider's reasonable collection costs.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination, together with any amounts due under any surviving obligations.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose any non-public information of the other party (the "Disclosing Party") that is marked or identified as 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 does not include information that is (a) publicly known without breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful effort to limit or contest the disclosure.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

Insurance; Indemnification; Limitation of Liability

Provider shall maintain commercially reasonable insurance coverages for the services provided. Provider agrees to indemnify and hold Client harmless from and against third-party claims arising out of Provider's negligence or willful misconduct in performing the services. Client shall indemnify Provider for claims arising out of Client's negligence or breach of this Agreement.

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special, punitive, or exemplary damages, and each party's aggregate liability shall not exceed the fees paid or payable to Provider under this Agreement during the twelve (12) month period 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 principles of conflicts of law.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the other party at the addresses set forth above, or to such other address as either party may designate by written notice. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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