Business Paging Zones Template

BUSINESS PAGING ZONES TEMPLATE

Parties and Effective Date

Client Name:     Provider Name:

Client Address:

Effective Date:

Recitals

WHEREAS, Client engages Provider to supply and manage paging zone services to support on-site communications, emergency alerting and operational paging across Client premises; and

WHEREAS, Provider represents that it has the technical expertise, paging equipment, software configuration capabilities and qualified personnel necessary to create, commission and maintain discrete paging zones as described in this agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, testing, maintenance and billing for paging zones established for Client operations.

Scope of Work

Provider shall design, configure, commission and maintain paging zones as specified in the Paging Zones Specification below. Services shall include equipment provisioning, zone mapping, frequency/channel assignment where applicable, on-site or remote programming, initial testing and training for Client staff.

Paging Zones Specification

Provider will establish initial paging zones and associate each zone with a unique Zone ID and description. Unless otherwise agreed, the initial set of zones shall be the zones listed below. Additional zones may be added only by written change order executed by both parties.

Payment Terms

The parties agree that Provider's fees for services described in this agreement shall be as follows.

Term and Termination

This Agreement shall commence on Start Date and continue for the Term set forth below unless earlier terminated in accordance with this Section.

Start Date:     End Date / Expiration:

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period set forth above. Termination for convenience may be exercised only if specified in an executed amendment.

Confidentiality

Each party shall treat as confidential all non-public information obtained from the other party that is marked confidential or that a reasonable person would consider confidential under the circumstances ("Confidential Information"). Confidential Information includes, but is not limited to, zone maps, frequency assignments, system passwords, customer contact lists and operational procedures.

The receiving party shall not disclose Confidential Information to third parties except to employees, subcontractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (a) was known to the receiving party prior to disclosure without obligation of confidentiality, (b) becomes publicly available through no fault of the receiving party, (c) is rightfully received from a third party without restriction, or (d) is independently developed.

Maintenance, Testing and Change Control

Liability and Indemnification

Each party shall be responsible for losses arising from its own negligence or willful misconduct. Provider's liability for any claim arising out of this Agreement shall be limited to direct damages and capped at the greater of the aggregate fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim or $10,000. Neither party shall be liable for consequential, incidental or punitive damages except in cases of willful misconduct or gross negligence.

Provider shall indemnify and hold Client harmless from third party claims arising out of Provider's gross negligence in performing the services, subject to the limitations set forth above.

Notices

Governing Law; Entire Agreement

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

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

Acceptance and Commissioning

Acceptance criteria: Commissioning is deemed complete when Provider demonstrates that each paging zone transmits to the agreed coverage area and Client provides written acceptance or fails to provide written rejection with specified defects within ten (10) business days following testing.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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