CCTV Maintenance Agreement

CCTV MAINTENANCE AGREEMENT

RECITALS

THIS CCTV MAINTENANCE AGREEMENT (the Agreement) is made effective as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS, Provider is engaged in the business of inspecting, maintaining and repairing closed-circuit television systems (CCTV);

WHEREAS, Client desires to retain Provider to perform regular maintenance, corrective repairs, and related services for Client's CCTV system located at the Client Address set forth above; and

WHEREAS, Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform preventative maintenance, inspections, troubleshooting and corrective repairs to the CCTV system described below. Services shall include, at a minimum, cleaning lenses, verifying camera alignment and focus, testing recording equipment, verifying network connectivity, firmware updates where appropriate, and replacement of consumable items as agreed. Provider shall document each visit and provide Client with a written service report.

SERVICE LEVELS AND RESPONSE

Provider shall respond to service requests in accordance with the priorities below, measured from the time Client provides notice. Response times are target times and subject to adjustment for force majeure or events beyond Provider's control.

PAYMENT TERMS

In consideration for the services provided by Provider, Client agrees to pay Provider the fees and charges set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

All invoices shall itemize labor, parts and applicable taxes. Parts replaced are chargeable at Provider's standard rates unless covered by an express parts allowance. If Client disputes an invoice in good faith, Client must notify Provider in writing within ten (10) days of receipt; undisputed amounts remain payable.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure the breach within thirty (30) days after receipt of written notice specifying the breach. Provider may suspend services for nonpayment after ten (10) days' written notice. Termination shall not relieve Client of payment obligations for services rendered and parts supplied prior to termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information and documentation disclosed by the other party in connection with this Agreement, including system diagrams, access credentials, maintenance reports and security-related configurations, and shall not disclose such information except to employees or subcontractors who have a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement. Confidential information shall not include information that is or becomes publicly known other than through a breach of this Agreement or is lawfully obtained from a third party without obligation of confidentiality.

INSURANCE, LIABILITY AND INDEMNITY

Provider shall maintain commercially reasonable general liability and workers' compensation insurance during the Term. Provider's liability for direct damages arising out of Provider's performance shall in no event exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages. Each party shall indemnify the other for third-party claims arising from its negligence or willful misconduct in connection with this Agreement.

EXCLUSIONS

The following are excluded from Provider's obligations except to the extent Provider accepts them in writing: repair or replacement due to vandalism, theft, fire, acts of God, modifications by third parties not authorized by Provider, damage due to electrical surges originating off-site, and cosmetic damage that does not impair operation. Items not installed by Provider are excluded unless specifically listed in the Equipment Inventory.

GOVERNING LAW

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 submit to the exclusive jurisdiction of courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force. Provider may engage qualified subcontractors to perform portions of the services so long as Provider remains responsible for performance. Notices required by this Agreement shall be in writing and delivered to the addresses set forth above.

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