AV Systems Business Document

AV SYSTEMS BUSINESS AGREEMENT

This Agreement is entered into as of Day: Month: Year: (the "Effective Date"), by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

WHEREAS

WHEREAS, the Service Provider is engaged in the business of designing, supplying, installing and commissioning audiovisual systems, integration, and related network services; and

WHEREAS, the Client desires to engage the Service Provider to provide design, equipment supply, installation, programming, testing and limited maintenance services for the audiovisual system described in this Agreement, and the Service Provider agrees to provide such services pursuant to the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement memorialize the scope, payment, delivery, acceptance, confidentiality and allocation of risks concerning the AV system and services.

SCOPE OF WORK

The Service Provider shall perform the work described below and in any attached statements of work. Deliverables shall include hardware, software configuration, cabling, testing, documentation and on-site commissioning.

PAYMENT TERMS

The Client shall pay the Service Provider the fees described below in consideration for the performance of the Scope of Work. All amounts are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on Start Date: Day Month Year and continues until End Date: Day Month Year unless earlier terminated pursuant to this section.

Either party may terminate for material breach if the breaching party fails to cure such breach within the notice period specified above after written notice. Termination for convenience by the Client is permitted upon payment to the Service Provider for all work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public business, technical, financial or other information disclosed in connection with this Agreement. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees, subcontractors and advisers who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received without restriction from a third party with the right to disclose; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or certify destruction of Confidential Information.

ACCEPTANCE; WARRANTY

Deliverables shall be subject to acceptance testing as defined in the Acceptance Criteria. The Service Provider warrants that installed equipment will be free from defects in materials and workmanship under normal use for a period specified below following final acceptance.

CHANGE ORDERS

Any change in Scope, schedule, or price shall be documented in a written change order signed by both parties prior to commencement of the changed work. Change orders shall describe the change, schedule impact, and adjustment to compensation.

LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to the Service Provider under this Agreement. The Service Provider shall indemnify and hold harmless the Client from third-party claims arising from the Service Provider's negligent performance of the Scope of Work, subject to the limitations set forth in 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 any attachments or executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, understandings and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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