Business Security Products Template

Business Security Products Agreement

This Business Security Products Agreement (the Agreement) is made and entered into as of by and between:

Whereas

WHEREAS, Client desires to procure security products and related installation and maintenance services for Client's premises; and

WHEREAS, Provider is engaged in the business of supplying security hardware, software and installation services and represents that it has the experience, capability, and licenses necessary to provide the goods and services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the sale, delivery, installation and maintenance of the security products and services identified herein.

Scope of Work

Provider shall supply, deliver and, where applicable, install the security products, related software, and perform services as described below. Provider shall perform work in a professional manner consistent with industry standards and applicable law.

Products and Equipment

List each product, model, quantity, unit price and total price. Attach additional schedules if needed.

Payment Terms

The total contract price for the products and services described in this Agreement is $ unless changed by a written change order executed by both parties.

All amounts payable under this Agreement are due within days of invoice unless otherwise specified. Overdue amounts shall accrue a late fee of % per month, or a flat late fee of $ , whichever is greater, measured from the date payment is first overdue.

Payments shall be made to:

Delivery, Installation and Acceptance

Provider shall deliver and, if applicable, install the products at the location specified by Client in accordance with the schedule set forth in the Scope of Work. Provider shall notify Client of substantial completion. Client shall have a period of days following notice to conduct acceptance testing and provide written notice of rejection or acceptance. Failure to provide timely written notice shall constitute acceptance.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

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. Either party may terminate without cause upon days' prior written notice to the other party. Termination will not relieve Client of its obligation to pay for products delivered and services rendered prior to termination.

Confidentiality

Each party shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party in connection with this Agreement (Confidential Information). Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without reference to the disclosing party's Confidential Information. The receiving party shall use Confidential Information only for the purposes of performing under this Agreement and shall restrict disclosure to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon written request, the receiving party shall return or destroy the disclosing party's Confidential Information, except to the extent retention is required by law.

Warranties; Limitations of Liability

Provider warrants that products supplied shall be free from material defects in materials and workmanship for the period specified in any warranty schedule attached hereto, commencing on acceptance. Provider's sole obligation and Client's exclusive remedy for breach of warranty shall be repair or replacement of nonconforming products or, at Provider's option, refund of the purchase price. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If a dispute is not resolved within 60 days, either party may pursue any right or remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in interest. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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