Audio-Visual Upgrade Form

AUDIO-VISUAL UPGRADE AGREEMENT

This Audio-Visual Upgrade Agreement (“Agreement”) is entered into as of Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client operates the premises located at: , and desires to upgrade audio-visual systems to improve performance, reliability, and compliance with applicable building and electrical standards; and

WHEREAS, Contractor is engaged in the business of providing audio-visual system design, supply, installation, testing and commissioning and represents that it has the skill, personnel and licenses necessary to perform the Work described herein; and

WHEREAS, Client and Contractor desire to set forth the terms and conditions under which the audio-visual upgrade shall be performed.

SCOPE OF WORK

Contractor shall perform the Work described in this Section and in any attachments incorporated by reference. The Work shall include design, procurement, installation, testing, programming and commissioning of audio-visual equipment, integration with existing systems, cable routing and termination, labeling, and final user training as detailed below.

PAYMENT TERMS

Client agrees to pay Contractor the Total Contract Price and to pay in accordance with the schedule below. All amounts are in U.S. dollars. Unless otherwise stated, payment obligations are non-cancelable.

Any undisputed amount not paid within days after invoice due date shall accrue a late fee of , calculated monthly, and Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until Completion Date: or until the Work is completed and accepted in accordance with the Acceptance provisions below, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination by Client for convenience shall require payment for Work performed, materials purchased, and reasonable demobilization costs.

CHANGE ORDERS

All changes to the Scope of Work shall be authorized only by a written Change Order signed by both parties specifying adjustments to price, schedule and any other affected terms. Verbal authorizations are not binding.

Yes — Written change orders required before performance of changed work

SITE ACCESS, PERMITS & SAFETY

Client shall furnish Contractor reasonable access to the premises and shall obtain or pay for permits and approvals required by authorities having jurisdiction unless otherwise specified. Contractor shall comply with site safety rules and shall be responsible for the safety of Contractor's personnel during performance of the Work.

Client responsible for permits: Yes Contractor will assist at Client expense

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. “Confidential Information” means non-public information disclosed in connection with the Work that is designated confidential or that, by its nature, should reasonably be considered confidential. Each party shall: (a) keep Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to affiliates, employees and contractors who have a need to know and are bound by confidentiality at least as protective as this Agreement. Confidentiality obligations shall survive termination for a period of years.

WARRANTY; ACCEPTANCE; LIMITATION OF LIABILITY

Contractor warrants that installation workmanship shall be free from material defects for a period of months from final acceptance. Manufacturer warranties for equipment shall be passed through to Client where transferable. Client shall inspect and test the installed systems within days of substantial completion and shall notify Contractor in writing of any nonconformities. Absent timely notice, the Work shall be deemed accepted.

Except for liability arising from gross negligence or willful misconduct, each party’s aggregate liability for claims arising out of or relating to this Agreement shall be limited to direct damages not to exceed the Total Contract Amount paid. Neither party shall be liable for incidental, consequential, punitive, or special damages.

INDEMNITY

Contractor shall indemnify and hold harmless Client from claims, liabilities and expenses arising from Contractor’s negligent performance of the Work, provided Client gives prompt written notice of any claim and cooperates in the defense. Client shall indemnify Contractor for claims arising from Client-supplied materials, instructions, or failure to obtain required permits.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the chosen jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written Change Orders signed by the parties, constitutes the entire agreement between Client and Contractor with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, communications and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail to the addresses above and shall be deemed given upon delivery.

Sign Now