Audio Services Upgrade Form

AUDIO SERVICES UPGRADE FORM

Client Name:    Provider Name:

Agreement Number:    Effective Date:

Recitals

WHEREAS, Client maintains audio systems and related services for commercial facilities and desires to upgrade specified audio services and equipment under the terms set forth in this form;

WHEREAS, Provider is duly qualified and experienced to perform audio system upgrades, including hardware, software, configuration and on-site implementation; and

WHEREAS, the parties agree to document the scope, schedule, compensation and other terms for the upgrade as set forth below.

Scope of Work

Upgrade Options

Select requested upgrades and indicate unit pricing where applicable. Prices shown on this form become part of the payment terms upon execution.

Hardware replacement (per unit): $   Quantity:

Software upgrade / licensing: $

Additional channels / licensing: $   Number of channels:

On-site installation and configuration (flat fee): $

Payment Terms

Payment Schedule (select applicable):
One-time payment due upon completion and acceptance by Client.
Deposit required: $   Due on or before:
Installment schedule (describe):

Late payment: In the event of late payment, interest shall accrue at on unpaid balances, compounded monthly, or the maximum amount permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Invoicing: Provider will submit invoices in writing. Unless otherwise agreed in writing, invoices are payable within days of invoice date.

Term and Termination

Term Commencement: This upgrade engagement shall commence on the Start Date: and is estimated to conclude on the End Date: , subject to adjustments by mutual written agreement.

Either party may terminate this engagement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Provider may suspend performance for nonpayment after providing days' written notice.

Termination for convenience: Client may terminate for convenience upon providing days' prior written notice and payment for work performed and materials procured up to the effective date of termination.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party. "Confidential Information" means nonpublic information disclosed in any form, including technical data, trade secrets, designs, specifications, business forecasts, pricing, customer lists, and other commercially sensitive information. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party will use Confidential Information solely to perform or exercise its rights under this Agreement and will not disclose it to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute arising out of this Agreement shall be in the state or federal courts located in the governing jurisdiction selected above.

Entire Agreement; Miscellaneous

This document, together with any exhibits or written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the audio services upgrade and supersedes all prior oral or written agreements, proposals and representations. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or a successor in interest in connection with a sale of substantially all of its assets or business without Client's consent.

The parties acknowledge that monetary damages alone may be insufficient remedy for breach of confidentiality or proprietary rights and that injunctive relief may be appropriate in addition to other remedies.

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