Digital Signage Agreement

DIGITAL SIGNAGE AGREEMENT

This Digital Signage Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider operates and maintains digital signage hardware, hosting services, and content management systems for display of audiovisual and graphical content (collectively, "Signage Services"); and

WHEREAS, Client desires to engage Provider to deliver Signage Services at Client locations under the terms and conditions set forth in this Agreement, and Provider is willing to provide such services on the terms set forth herein.

WHEREAS, the parties desire to set forth the respective rights and obligations with respect to installation, content delivery, maintenance, and payment for such Signage Services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fees set forth below for provision of Signage Services. All amounts are stated in U.S. dollars and are exclusive of applicable taxes unless otherwise indicated.

All undisputed invoices not paid within days of invoice date shall incur the late fee set forth above. Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, but is not limited to, pricing, business plans, content libraries, access credentials, technical specifications, and customer lists. Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except as required by law or to affiliates and permitted contractors who need access and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

CONTENT, INTELLECTUAL PROPERTY AND COMPLIANCE

Client is solely responsible for content provided for display and warrants that such content does not infringe third-party rights, does not violate applicable law, and complies with any content standards agreed by the parties. Client grants Provider a limited, non-exclusive, worldwide license to reproduce, distribute and display Client content solely for the purpose of performing the Signage Services under this Agreement.

Provider retains ownership of Provider software, system configurations, and any custom software or hardware provided by Provider unless otherwise agreed in writing. Title to any hardware sold to Client passes upon payment in full.

MAINTENANCE, WARRANTY, AND SERVICE LEVELS

Provider shall perform routine maintenance and use commercially reasonable efforts to keep the Signage Services operational. Provider warrants that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS.

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. Venue for any dispute shall be the state or federal courts located in the county where Provider's principal place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business.

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