Business Door Chime Template

Business Door Chime Template

This Business Door Chime Service and Supply Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Vendor Name: .

WHEREAS

WHEREAS, Client operates a commercial premises and desires to procure the supply, installation, configuration and testing of a business door chime system (the "System") for notification of entry and security purposes; and

WHEREAS, Vendor is engaged in the business of supplying and installing door chime equipment and related services and possesses the experience, skill, and resources to supply and install the System in accordance with industry-standard practices; and

WHEREAS, the parties desire to set forth their mutual rights and obligations regarding the supply, installation, acceptance testing, warranty, and maintenance of the System under the terms and conditions of this Agreement.

SCOPE OF WORK

Vendor shall perform the supply, installation, programming, and testing of the System as described below. Vendor shall supply all labor, materials, equipment, and supervision necessary to complete the work in a professional and workmanlike manner and in accordance with applicable codes and standards.

INSTALLATION SCHEDULE & SITE

Estimated installation date: . Site address:

PAYMENT TERMS

Total contract amount (USD):

Deposit required upon execution (if any):

Late payment: amounts unpaid after days shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

Term commencement date: ; Term end date or expected completion date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience with prior written notice of days, subject to payment for all work performed and materials supplied through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any non-public information, specifications, pricing, designs, technical data, trade secrets, or other information disclosed in connection with this Agreement and identified as confidential or which, by its nature, ought reasonably to be treated as confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was within the receiving party's possession prior to disclosure; (iii) is received from a third party without similar restrictions; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the performance of this Agreement, shall protect it with at least the same degree of care used to protect its own confidential information (but no less than reasonable care), and shall limit access to employees and subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Remedies for breach shall include injunctive relief and any other remedies available at law or equity.

ACCEPTANCE TESTING & WARRANTY

Vendor warrants that the supplied equipment shall be free from defects in material and workmanship under normal use for a period of months from the date of acceptance. Vendor shall, at its election, repair or replace defective equipment or components within a commercially reasonable time. This warranty does not extend to damage resulting from misuse, abuse, negligence, unauthorized modification, or normal wear and tear.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for gross negligence or willful misconduct, neither party shall be liable to the other for incidental, special, punitive, or consequential damages arising out of or related to this Agreement. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, breach of agreement, or willful misconduct in connection with performance 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. Venue for any dispute relating to this Agreement shall be the state or federal courts located in the foregoing state.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment, modification, or waiver shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be given in writing and shall be deemed delivered upon personal delivery, confirmed delivery by courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party designates in writing.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely effects the original intent.

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