AV Technology Agreement

AV TECHNOLOGY AGREEMENT

Parties

Effective Date: .

Recitals

WHEREAS, Client desires the procurement, installation, integration, testing and ongoing support of audiovisual systems and associated technology (the "AV System") at the locations set forth above; and

WHEREAS, Provider is duly qualified and experienced in the design, supply, installation, programming and maintenance of AV systems and agrees to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Provider shall furnish all labor, materials, equipment, software, programming, testing and commissioning necessary to design, supply, install and integrate the AV System as described below. Provider shall perform the Services in a professional and workmanlike manner and in accordance with industry standards.

Payment Terms

Client shall pay Provider the fees for the Services as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices not paid within the stated payment terms shall accrue interest at the rate set forth above or the maximum lawful rate, whichever is lower. Client shall not withhold payment pending resolution of disputed items except to the extent of the disputed amount.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until completion of the Services, unless earlier terminated in accordance with this Section.

Start Date: . End Date: .

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 receipt of written notice. In addition, Client may terminate for convenience upon providing Provider with not less than days' prior written notice, subject to payment for Services performed and non-cancelable commitments incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform this Agreement. "Confidential Information" means non-public business, technical and financial information disclosed in any form. Confidentiality obligations shall survive termination for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Warranties, Acceptance & Liability

Provider warrants that equipment supplied shall be free from material defects in workmanship and materials for a period of months from final acceptance. Provider's sole obligation under this warranty shall be, at Provider's option, repair or replacement of defective items. EXCEPT AS EXPRESSLY PROVIDED, NO OTHER WARRANTIES ARE MADE, EXPRESS OR IMPLIED.

Neither party shall be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Insurance & Indemnification

Provider shall maintain commercial general liability insurance, workers' compensation and automobile liability insurance in amounts customary for the industry. Provider shall indemnify and hold harmless Client from claims arising out of Provider's negligent acts or omissions in performing the Services, except to the extent caused by Client's negligence or willful misconduct.

Acceptance Testing

Provider shall perform acceptance testing in the presence of Client. Acceptance criteria shall be documented and attached as Exhibit A or described below. Client shall have days following completion of testing to provide written notice of any deficiencies. Failure to provide timely notice constitutes acceptance.

Change Orders

Any changes to the Scope of Work, schedule or price shall be made only by written change order signed by authorized representatives of both parties specifying scope, adjusted price and schedule. Provider shall not proceed with changed work prior to receiving a signed change order.

Data Protection

Provider will implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of any Client data processed in connection with the Services. Provider shall not use Client data for any purpose other than performing the Services and shall return or securely destroy such data upon termination.

Governing Law & Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

This Agreement, together with any exhibits and mutually executed change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements relating to the subject matter herein. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a change of control, provided the assignee assumes all obligations herein.

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