Audio Intercom Upgrade Request

AUDIO INTERCOM UPGRADE REQUEST — SERVICE AGREEMENT

This Audio Intercom Upgrade Request and Service Agreement (the Agreement) is entered into by and between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

WHEREAS

WHEREAS, Client operates the premises located at: (the Site), and desires to upgrade the existing audio intercom system to meet safety, reliability, and accessibility requirements; and

WHEREAS, Contractor is in the business of providing audio intercom equipment, system design, installation, integration, testing and related services and represents that it has the requisite expertise, personnel, and licenses to perform the work described in this Agreement; and

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

SCOPE OF WORK

Contractor shall supply, install, configure, test and commission an upgraded audio intercom system in accordance with the specifications and acceptance criteria described below. The Scope includes equipment procurement, on-site installation, software configuration, interconnect wiring, power provisioning, mounting, functional testing, training for designated Client personnel, and remediation of defects discovered during the Acceptance Period.

PAYMENT TERMS

Total Contract Price: USD.

Equipment Cost:    Labor Cost:

Late Payment: Any undisputed amount not paid within days of invoice due date shall bear interest at per month, or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs and attorney fees incurred by Contractor to collect overdue amounts.

TERMS, TERMINATION, AND SCHEDULE

Term Commencement Date: . Estimated Substantial Completion Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon providing days' prior written notice; in such event, Contractor shall be entitled to payment for work performed and non-cancellable commitments incurred prior to termination, less sums previously paid.

ACCEPTANCE AND WARRANTY

Acceptance Testing: Upon completion, Contractor will perform functional tests. Client shall have business days to identify nonconformities. Absence of written rejection within that period constitutes Final Acceptance.

Limited Warranty: Contractor warrants that equipment and workmanship will be free from defects for a period of from Final Acceptance. Contractor's exclusive obligation under this warranty is repair or replacement of defective parts or re-performance of nonconforming services. This warranty does not cover damage from misuse, alteration, unauthorized repair, or environmental conditions outside specifications.

CHANGE ORDERS

Any material change to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both parties. A Change Order shall state the change, any adjustments to price and schedule, and any additional terms required.

CONFIDENTIALITY

Each party shall maintain in confidence proprietary information disclosed by the other party that is marked confidential or would reasonably be considered confidential under the circumstances. Confidential information shall not be used except to perform obligations under this Agreement. Confidentiality obligations shall not apply to information that is (a) publicly known through no fault of the recipient, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's confidential information. The obligations in this Section shall survive termination for a period of .

SITE ACCESS, PERMITS, AND COOPERATION

Client shall provide reasonable access to the Site, required utilities, and any site-specific permits or approvals unless otherwise agreed. Contractor shall comply with Client's Site rules and safety requirements when performing work.

LIABILITY AND INSURANCE

Contractor shall maintain commercial general liability and workers' compensation insurance in amounts customary for the industry. Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, or consequential damages. Contractor's aggregate liability for direct damages under this Agreement shall be limited to the total amount paid by Client to Contractor 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 its conflict-of-law principles.

NOTICES

All notices required or permitted shall be in writing and delivered to the contacts below, and are effective upon receipt.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If a court finds any provision invalid, the remainder shall continue in effect. Assignment: Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or successor in interest. Independent Contractors: The parties are independent contractors; nothing creates a joint venture, partnership or employment relationship.

ACKNOWLEDGMENT

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties and that the parties agree to be bound by its terms effective as of the date of the last signature.

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