Gate Automation Agreement

GATE AUTOMATION AGREEMENT

This Gate Automation Agreement (the Agreement) is entered into by and between Service Provider Name: and Client Name: . The parties agree as follows.

WHEREAS

WHEREAS, Service Provider represents that it is duly qualified, licensed, and experienced to supply, install, program, and test automated gate equipment and controls at properties specified by Client; and

WHEREAS, Client desires to obtain gate automation services for the property located at: Property Address: ;

WHEREAS, the parties desire to set forth the terms, scope, payment, warranty, confidentiality, and other obligations relating to the supply and installation of gate automation equipment and related services.

SCOPE OF WORK

Service Provider shall furnish all labor, materials, equipment, programming, testing, and commissioning necessary to complete the gate automation work described below. Specific tasks, performance standards, and deliverables are set out in the project description and any attachments.

PAYMENT TERMS

Total Contract Price: $

Payments shall be due as specified in the Payment Schedule. Invoices unpaid beyond days from invoice date shall be subject to a late fee of per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate for convenience upon written notice delivered not less than days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within a commercially reasonable cure period not to exceed 30 days after written notice.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already in the receiving party's lawful possession, or is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective measures.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement and (ii) restrict disclosure to employees, agents, sub-contractors, and affiliates who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein.

WARRANTY, INSURANCE AND PERMITS

Service Provider warrants that the labor and materials furnished under this Agreement shall be free from defects in workmanship and title for a period of months from the date of final acceptance. Manufacturer warranties for equipment, if any, shall be passed through to Client to the extent assignable.

Service Provider shall maintain at its expense commercial general liability and workers' compensation insurance adequate for performance of the Work and shall provide proof of insurance and applicable licenses upon Client's request.

EQUIPMENT OWNERSHIP AND TITLE

Ownership and title to equipment supplied by Service Provider shall pass to Client upon full payment of the contract price unless otherwise agreed in writing. Select applicable:

ACCEPTANCE AND TESTING

Upon completion of installation, Service Provider shall perform testing and commissioning in the presence of Client or Client's representative. Final acceptance shall occur when Client executes a written acceptance certificate or, failing that, upon fifteen (15) days after completion if Client does not provide written notice of rejection specifying defects.

LIMITATION OF LIABILITY

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

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of . Any dispute arising under this Agreement shall be resolved by arbitration or in the courts of that state, at the election of the prevailing party, and each party hereby consents to venue and jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, together with any schedules, attachments, and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, representations, and warranties.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses below by hand, certified mail, or overnight courier.

MISCELLANEOUS

No amendment to this Agreement shall be effective unless in writing signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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