Entertainment System Agreement

ENTERTAINMENT SYSTEM AGREEMENT

This Entertainment System Agreement ("Agreement") is made effective as of Effective Date: by and between Service Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider is duly engaged in the business of designing, supplying, installing and servicing audio-visual and entertainment systems; and

WHEREAS, Client desires Provider to provide an entertainment system and related services described in this Agreement at Client's premises located at the address above, and Provider is willing to provide such system and services under the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to set forth the complete terms of their business arrangement with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment and services necessary to supply, install, test and commission the entertainment system as described below. Provider's obligations include removal of specified existing equipment only if expressly stated in the scope below.

PAYMENT TERMS

Total Contract Price: $

Deposit Due By: . Balance due in accordance with the payment schedule below.

Late Payment Fee: applied to any overdue amount not paid within days of invoice due date.

TERM AND TERMINATION

Term Start Date: . Term End Date (if applicable): .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days after receiving notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form relating to system design, pricing, specifications, software, client records, or business affairs. Each party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as this clause, and (iii) return or destroy Confidential Information upon termination or upon written request.

Confidentiality obligations shall continue for years from the date of disclosure, except as required by law.

WARRANTY, LIMITATIONS AND LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner and that new equipment supplied shall be free from defects in materials and workmanship for a period of months from acceptance. Warranty remedies are limited to repair or replacement at Provider's option. This warranty does not cover damage due to misuse, modification, acts of God, or unauthorized service.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, incidental or punitive damages. Aggregate liability of Provider for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement.

INSPECTION, ACCEPTANCE AND MAINTENANCE

Upon completion of installation, Provider will perform commissioning tests and present results to Client. Client shall have days to inspect and issue written acceptance or rejection specifying deficiencies. If Client does not timely respond, the system will be deemed accepted.

INSURANCE AND INDEMNITY

Provider shall maintain commercial general liability insurance and workers' compensation as required by law. Provider agrees to indemnify, defend and hold Client harmless from third-party claims to the extent arising from Provider's negligence or willful misconduct in performing services under this Agreement.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including all exhibits and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and executed 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. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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