Digital Signage Video Wall Displays

Digital Signage Video Wall Displays Agreement

This Agreement is entered into by and between Service Provider: and Client: . Effective Date: .

WHEREAS

WHEREAS, Service Provider specializes in supplying, installing and commissioning digital signage and video wall display systems including hardware, mounting, control systems and content playback management; and

WHEREAS, Client desires to retain Service Provider to supply, install and maintain a digital signage video wall display system at the project location and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

Project Location:

SCOPE OF WORK

Service Provider shall furnish all labor, materials, equipment, testing and documentation necessary to design, supply, install, configure and commission the digital signage video wall display system described below. The deliverables shall include hardware, mounting structure, control processors, cabling, content player(s), software licensing for playback and remote management, on-site installation, startup, training and one final acceptance test.

PAYMENT TERMS

The total contract price for the Scope of Work is:

Invoices are due within days of invoice receipt. Late payments shall accrue interest and fees as provided below.

Late fee: Interest of % per month on outstanding balances, and a flat administrative late charge of USD, both accruing from the invoice due date until paid.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach. Termination shall not relieve Client of payment obligations for work performed to date, including non-cancellable commitments.

CONFIDENTIALITY

The parties acknowledge that during performance they may receive Confidential Information. "Confidential Information" means non-public business, technical or financial information disclosed in any form that is marked or reasonably should be understood to be confidential.

The parties agree:

a) To hold Confidential Information in strict confidence and to use it solely for the purposes of performing this Agreement; b) To restrict disclosure to employees, contractors or agents with a need to know and who are bound to protect such information; c) Not to disclose to third parties without prior written consent except as required by law. Confidentiality obligations survive termination for three (3) years, except for trade secrets for which protection shall be maintained as long as such information remains a trade secret.

INSTALLATION, ACCEPTANCE AND WARRANTY

Installation shall conform to accepted industry practices and manufacturer instructions. Service Provider will perform acceptance testing within the Acceptance Testing Period below to verify system operation in accordance with agreed specifications.

Service Provider warrants its workmanship for months from acceptance. Manufacturer warranties apply to hardware and software as provided by manufacturers; Service Provider will assign available manufacturer warranties to Client to the extent assignable.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider shall maintain commercial general liability and workers' compensation insurance in amounts sufficient for performance of the work. Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. Except for willful misconduct or breaches of confidentiality, neither party's liability shall exceed the total amount paid under this Agreement; neither party shall be liable for consequential, punitive or special damages.

INTELLECTUAL PROPERTY

Client shall own content supplied by Client. Service Provider retains ownership of pre-existing software, tools and any custom code until paid in full, at which point ownership will transfer as expressly stated in writing. Service Provider grants Client a non-exclusive, perpetual license to use deliverables required for Client's internal display operations, subject to payment and third-party license terms.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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