AV System Template

AV SYSTEM AGREEMENT

This AV System Agreement ("Agreement") is entered into effective as of by and between:

Recitals

WHEREAS, Client requires audio-visual design, supply, installation, programming, testing and training services for the premises described in this Agreement (the "Project"); and

WHEREAS, Contractor represents that it has the professional expertise, personnel and resources to perform the AV services and supply equipment in accordance with the standards and schedule set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope of work, payment, confidentiality and other terms contained in this Agreement.

Scope of Work

Contractor shall perform design, procurement, installation, integration, programming, testing, commissioning and end-user training as set forth below. Deliverables include system design documentation, equipment rack build, on-site installation, cabling, software configuration, testing reports and training materials. Specific responsibilities and exclusions must be described by the parties:

Payment Terms

The total contract price for the Project shall be (USD), subject to the payment schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

Invoices shall be rendered in accordance with the schedule above and are due within days of invoice receipt. Overdue amounts shall incur a late fee of % per month or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on and shall continue through unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice of breach. Termination shall not relieve Client of obligations to pay for services performed and equipment supplied prior to termination.

Acceptance, Testing and Warranty

Contractor will perform factory acceptance testing (FAT) where applicable, site acceptance testing (SAT) upon installation, and provide test reports. Final Acceptance shall occur upon completion of successful SAT and delivery of all documentation, or upon Client's written acceptance.

Contractor warrants that its workmanship will be free from material defects for a period of following Final Acceptance. Equipment manufacturers' warranties apply to hardware as provided in the equipment documentation.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement that is marked confidential or would reasonably be considered confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or that was already rightfully in the receiving party's possession.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees, subcontractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. Upon termination or request, the receiving party shall return or destroy Confidential Information, except as required to maintain business records in accordance with law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of its negligence or willful misconduct in connection with the performance of this Agreement. Except for claims arising from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability shall not exceed the total amount paid 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.

Entire Agreement

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Subcontracting: Contractor may subcontract portions of the Work, provided Contractor remains responsible for performance. Insurance: Contractor shall maintain insurance appropriate to the Project and provide certificates upon reasonable request. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

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