Business Locks Agreement

BUSINESS LOCKS AGREEMENT

This Business Locks Agreement ("Agreement") is entered into as of Effective Date: between Provider Name: with Business Address: and Client Name: doing business as Business Name: with Business Address:

WHEREAS

1. Provider is engaged in the business of supplying, installing, rekeying and maintaining commercial locking systems and related security hardware, and has the skill and licensing necessary to perform such work.

2. Client owns or controls the business premises identified in this Agreement and desires to engage Provider to provide lock services for the premises under the terms and conditions set forth herein.

3. The parties desire to set forth their respective obligations, compensation, confidentiality and other matters in writing.

SCOPE OF WORK

Provider shall furnish all labor, materials, tools, equipment and supervision necessary to perform the work described below at Service Location:

Estimated Completion Date: . Provider will perform work in a professional manner consistent with industry standards and in compliance with all applicable laws and building codes.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, invoices are due within days of invoice date. Late payments shall accrue interest at the rate of on the outstanding balance and Client shall be responsible for any collection costs and reasonable attorney fees incurred by Provider in collecting past-due amounts.

All quoted prices exclude applicable sales, use and excise taxes, which will be invoiced where required by law. Additional parts, key cutting, and ancillary hardware not expressly described in the Scope of Work will be billed at cost plus markup unless otherwise agreed in writing.

TERM AND TERMINATION

Term Start Date: . Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice of breach. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of any payment obligations for services performed or materials acquired prior to termination.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall keep confidential and shall not disclose to any third party any non-public business or technical information obtained from the other party in connection with this Agreement ("Confidential Information"), except where disclosure is required by law or to a party's legal or financial advisors who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party.

SECURITY, KEYS AND MASTER KEYS

Title to replacement locks and components installed by Provider vests in Client upon payment in full. Provider may retain original keys or master keys only upon express written agreement. Provider shall treat any keys, codes and security system access as Confidential Information.

Provider to retain master key(s):   If checked, parties must specify custodian and logging procedures in writing prior to key issuance.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Provider shall maintain commercial general liability insurance and workers' compensation as required by law. Each party shall indemnify and hold the other harmless from claims arising out of its own negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

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 laws principles. Any dispute arising hereunder shall be resolved in the state or federal courts located in that State, subject to the parties' right to seek injunctive relief.

ENTIRE AGREEMENT

This Agreement, including any attached schedules or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Contact for notices — Provider Contact: ; Client Contact:

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