Emergency Panic Buttons

EMERGENCY PANIC BUTTONS SERVICE AGREEMENT

This Emergency Panic Buttons Service Agreement ("Agreement") is entered into as of by and between Provider: and Client: .

WHEREAS

WHEREAS, Provider is duly engaged in the business of supplying, installing, configuring, and maintaining emergency panic button devices and associated monitoring services (collectively, "Services"); and

WHEREAS, Client desires to procure from Provider certain panic button units, installation, activation, and maintenance services at the locations identified in this Agreement, and Provider is willing to provide such equipment and services on the terms and conditions set forth herein.

WHEREAS, the parties wish to set forth the scope, payment terms, warranties, confidentiality obligations, and other terms governing the provision of the Services.

1. Scope of Work

Provider shall supply, install, program, and test the emergency panic buttons, related hardware, wired or wireless connections, and any central monitoring integration described below. Provider shall perform installation in a professional manner and shall provide basic user instruction to Client personnel.

2. Payment Terms

Client shall pay Provider the compensation set forth below in exchange for the supply and performance of the Services. All payments are due in lawful currency and are non-refundable except as expressly provided in this Agreement.

All amounts payable under this Agreement are exclusive of applicable taxes. Client shall be responsible for sales, use, excise, and similar taxes imposed due to this Agreement, except taxes on Provider's net income.

3. Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date: — End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Provider may suspend Services if Client fails to pay amounts due and such failure continues for ten (10) days after notice.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes system configurations, access codes, monitoring protocols, and Client personal data.

Each party shall: (a) use Confidential Information only for purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, subcontractors, or agents with a need to know and subject to equivalent confidentiality obligations. Exceptions: information that is or becomes publicly available without breach, is already known by recipient, is independently developed, or is required to be disclosed by law (provided notice is given when permitted).

5. Warranty; Limitation of Liability

Provider warrants that installed hardware will be free from material defects in workmanship under normal use for a period of ninety (90) days from installation, and that Services will be performed in a professional manner. Provider's sole obligation under this warranty shall be to repair or replace defective equipment or to re-perform nonconforming services. This warranty does not cover damage due to misuse, alteration, accident, or unauthorized repairs.

EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. Indemnification and Insurance

Each party agrees to indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Provider shall maintain commercial general liability insurance and, if applicable, professional liability insurance in amounts customary for the industry.

7. Assignment; Subcontracting; Force Majeure

Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all assets. Provider may engage subcontractors provided Provider remains liable for their performance. Neither party shall be liable for delay or failure due to causes beyond its reasonable control, including acts of God, labor disputes, or governmental orders; performance time shall be extended accordingly.

8. Governing Law

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

9. Entire Agreement; Amendment

This Agreement, including all attachments and accepted purchase orders, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Notices

11. Additional Provisions

Client acknowledges that the panic buttons and monitoring services are safety-enhancing devices but do not guarantee prevention of injury, loss, or emergency response times. Client is responsible for maintaining power and communications connectivity unless otherwise agreed.

Maintenance and monitoring services are included as described in the Scope of Work.

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