Audio Equipment Subwoofers

AUDIO EQUIPMENT SUBWOOFERS AGREEMENT

This Audio Equipment Subwoofers Agreement (the Agreement) is made on this day of , year , by and between:

WHEREAS

WHEREAS, Supplier is engaged in the business of supplying, delivering and, where agreed, installing professional audio equipment including subwoofers, and possesses the technical expertise and capacity to supply equipment that meets specified performance criteria; and

WHEREAS, Client desires to procure from Supplier certain subwoofer units and any ancillary accessories, installation services, testing and commissioning described in this Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Equipment specification summary:

Delivery, Installation and Acceptance

Delivery location and responsibilities for transportation, unloading and site access:

Acceptance testing: Supplier will perform on-site testing; Client shall have calendar days from completion of testing to provide written notice of nonconformity. Absent such notice, the equipment and services shall be deemed accepted.

Payment Terms

Late fee and interest: Past due amounts shall accrue interest at a rate of on outstanding balances, plus recovery of collection costs and reasonable attorneys' fees.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Termination for convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for cause may be exercised immediately upon material breach that is not cured within days following written notice of breach.

Confidentiality

Each party shall maintain in confidence all non-public proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is demonstrably: (a) in the public domain through no fault of the receiving party; (b) already lawfully known by the receiving party prior to disclosure; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party shall use Confidential Information solely for performance under this Agreement and shall restrict disclosure to employees, contractors or agents on a need-to-know basis who are bound by comparable confidentiality obligations.

In the event of threatened or actual breach of confidentiality, the disclosing party shall be entitled to seek injunctive relief, without limitation to any other remedy available at law or equity.

Insurance and Liability

Supplier shall maintain commercial general liability and, where applicable, installation or contractor coverage sufficient for the scope of work. Liability of either party for direct damages arising from performance of this Agreement shall be limited to the greater of actual direct damages or the total amount paid by Client to Supplier under this Agreement, except for damages resulting from gross negligence, willful misconduct, or violation of law.

Acceptance of Equipment; Warranty Remedies

Supplier warrants that equipment supplied will materially conform to the specifications and be free from defects in materials and workmanship for the warranty period stated in this Agreement. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming equipment or refund of the purchase price for such equipment as prorated for use; this is Client's exclusive remedy for breach of warranty.

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 any exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign receivables or subcontract performance where necessary to fulfill the Scope of Work. Notices shall be in writing and delivered to the addresses set forth above or to alternate addresses provided in writing by the parties.

Sign Now