Cabling Management Agreement

Cabling Management Agreement

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, the Client desires professional management, installation, inspection and maintenance of structured cabling, conduit pathways, rack and cable labeling, and related cabling infrastructure (the "Cabling Services"); and

WHEREAS, the Service Provider represents that it has the experience, personnel and equipment necessary to perform the Cabling Services in accordance with industry standards and applicable codes; and

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

Scope of Work

The Service Provider shall perform the Cabling Services described above and any ancillary tasks reasonably necessary to complete those services. Services include, but are not limited to: cabling installation and termination, testing and certification of cable runs, labeling and documentation of pathways and equipment, rack and patch panel management, corrective maintenance, and scheduled inspections. Any material changes to the scope shall be documented in a written change order signed by both parties.

Payment Terms

Payment Amount:

Invoices shall itemize labor, materials and any approved change orders. Unless otherwise agreed in writing, Client will pay undisputed invoices within days of receipt. All payments shall be made in U.S. dollars.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, the Service Provider may suspend performance after providing days' written notice of intent to suspend, unless payment is received.

Term and Termination

Effective Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon providing prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within days after receipt of notice describing the breach.

Upon termination, the Service Provider shall be paid for all services performed and reasonable, documented expenses incurred through the effective date of termination. Upon request, the Service Provider will deliver to the Client any documentation then in its possession reasonably necessary to transition the Cabling Services.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business, technical, financial and operational information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the recipient prior to disclosure by the disclosing party without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the recipient without use of the disclosing party's Confidential Information.

The recipient shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own similar information, but not less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The confidentiality obligations shall survive termination of this Agreement for years.

Warranties and Limitation of Liability

The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the express warranties stated herein, the Service Provider disclaims all other warranties, express or implied. Neither party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from gross negligence or willful misconduct. The Service Provider's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

Governing Law

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

Entire Agreement

This Agreement, together with any executed change orders or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. Notices: All notices required under this Agreement shall be in writing and delivered to the contact information provided above. Independent Contractor: The Service Provider is an independent contractor and not an employee or agent of the Client.

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