Business Agreement Avoip

BUSINESS AGREEMENT AVOIP

This Business Agreement Avoip ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client desires to procure audio-visual-over-IP ("Avoip") design, installation, integration and testing services for the project identified as (the "Project");

WHEREAS, Service Provider represents that it has the technical skill, experience, personnel and equipment necessary to perform the Avoip services described herein and will perform such services in accordance with industry standards and applicable law;

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. All work will be performed in a professional manner and in accordance with accepted trade practices for Avoip systems. Any deviation from the Scope of Work must be made in writing and signed by authorized representatives of both parties as a Change Order.

PAYMENT TERMS

As consideration for the Scope of Work, Client shall pay Service Provider the amounts and according to the schedule set forth below. Unless otherwise specified, payments are due within thirty (30) days of invoice.

Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, including reasonable demobilization costs.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Each recipient shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the recipient; (ii) was lawfully in recipient's possession prior to disclosure; (iii) is obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by recipient without use of or reference to the disclosing party's Confidential Information. A recipient may disclose Confidential Information to the extent required by law, provided the recipient gives the disclosing party prompt written notice and cooperates in any lawful effort to limit disclosure.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following completion of each deliverable. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits and mutually executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, proposals and agreements, whether written or oral. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be 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 that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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