Fire & Security Agreement

FIRE & SECURITY AGREEMENT

This Fire & Security Agreement (the "Agreement") is entered into as of the Effective Date below by and between:

Client Name:

Contractor Name:

Effective Date:

RECITALS

WHEREAS, Client owns or controls the premises and facilities described in this Agreement and desires to procure fire protection and security systems services, including installation, monitoring, testing and maintenance; and

WHEREAS, Contractor is duly licensed and qualified to provide fire and security systems services and has represented that it has the personnel, expertise and insurance coverage to perform such services in accordance with industry standards; and

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

SCOPE OF WORK

Services include, but are not limited to: system design, equipment supply, installation, programming, testing, acceptance, monitoring setup, scheduled preventive maintenance, emergency response and reasonable training of Client personnel as further described above.

PAYMENT TERMS

Total Contract Price: $

Invoicing: Contractor will submit invoices to Client in accordance with the Payment Schedule above. Unless otherwise agreed in writing, Client shall pay each invoice within days of receipt.

Late Payment: Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Contractor may suspend services after ten (10) days' written notice if payment is not made.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party shall hold in confidence all proprietary, technical or business information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is public, independently developed without use of the other party's confidential information, or rightfully received from a third party without restriction. The parties shall use confidential information only for performance of this Agreement and shall protect it with the same degree of care used to protect their own confidential information but not less than reasonable care.

INSURANCE, LIABILITY & INDEMNIFICATION

Contractor shall maintain commercial general liability, workers' compensation, and automobile liability insurance with limits not less than those specified below and shall provide proof of insurance upon request.

Indemnification: Contractor shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Contractor's negligent acts, omissions or willful misconduct in the performance of the services, subject to the limitations set forth in this Agreement.

WARRANTY & MAINTENANCE

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of months from acceptance. Equipment warranties are limited to manufacturer warranties unless otherwise agreed in writing.

ACCESS, COMPLIANCE & CHANGE ORDERS

Client shall provide Contractor reasonable access to the premises and utilities necessary to perform the Services. Contractor shall comply with applicable codes, ordinances and standards for fire and life safety systems. Any changes to the Scope of Work shall be documented in a written change order signed by both parties and shall include adjustments to price and schedule as applicable.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, pandemics, war, or governmental actions. The excused party shall promptly notify the other party and make reasonable efforts to resume performance.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written exhibits and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No modification shall be effective unless in writing signed by both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate in writing.

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