Equipment Replacement Sound Mixer

Equipment Replacement Sound Mixer Agreement

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: owns or operates sound equipment used in public performance or recording environments and requires replacement of a sound mixing console (the "Equipment");

WHEREAS, Service Provider: represents that it is qualified and able to supply, install and warranty the replacement Equipment and perform related services under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

The Provider shall provide replacement of the sound mixing console and related services as described below. Provider shall perform the work in a professional and workmanlike manner consistent with industry standards.

Replacement Equipment Details

Equipment Description:

Total Estimated Replacement Cost: $

Payment Terms

Client shall pay Provider the Total Replacement Cost as follows:

Late Payment: If any undisputed payment is not received within days after the due date, Client shall owe interest of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of breach.

Acceptance and Testing

Upon installation and initial testing, Client shall have a period of days to inspect and notify Provider in writing of any non-conformity. Absent timely written notice, the Equipment shall be deemed accepted.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other information designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use the Confidential Information only to perform its obligations under this Agreement; (b) not disclose the Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take commercially reasonable measures to protect the Confidential Information from unauthorized disclosure. Confidential Information does not include information that is publicly available through no breach of this Agreement, already in the receiving party's lawful possession, independently developed without use of the other's Confidential Information, or required to be disclosed by law (provided the disclosing party is given prompt notice where permissible to seek protective measures).

Warranties and Limitation of Liability

Provider warrants that replacement Equipment supplied shall be free from defects in material and workmanship for a period of from the date of acceptance. Provider's sole obligation under this warranty shall be repair or replacement of defective parts at Provider's option. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE EQUIPMENT IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, AND THE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT.

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. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state.

Entire Agreement; Amendments

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices are effective upon receipt.

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