Gate Motor Upgrade Agreement

Gate Motor Upgrade Agreement

This Gate Motor Upgrade Agreement ("Agreement") is entered into on between Contractor Name: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Contractor is engaged in the business of supplying, installing, and servicing electric gate motors and related control systems and possesses the requisite skill, personnel and equipment to perform the upgrade services described herein; and

WHEREAS, Client owns or controls the property where the gate motor upgrade will be performed and desires Contractor to perform such upgrade in accordance with the terms and conditions of this Agreement; and

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

1. PROJECT IDENTIFICATION

2. SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, tools and supervision necessary to perform the upgrade described below. Contractor shall perform the work in a professional and workmanlike manner in accordance with industry standards.

3. PAYMENT TERMS

Total Contract Price: $ . Payment shall be made in accordance with the schedule below.

Late Payment: Any undisputed invoice not paid within days after the due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

4. CHANGES AND ADDITIONAL WORK

Any changes to the Scope of Work or additional services shall be authorized in writing by both parties through a written change order stating the change in work, adjustment to the contract price, and extension of time, if any. Contractor shall not proceed with changed work without a signed change order, except in emergency situations necessary to avoid damage or injury.

5. TERM AND TERMINATION

Commencement of Work: Work shall commence on or before unless delayed by mutual agreement or by events beyond Contractor's control.

Estimated Completion Date: Contractor shall substantially complete the work by subject to adjustments for authorized change orders and excusable delays.

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice specifying the nature of the breach. Upon termination for Contractor's default, Client may procure the remaining work from another contractor and shall be entitled to damages as provided by law. Upon termination for Client's default, Contractor shall be entitled to payment for work performed, materials purchased, and reasonable demobilization costs.

6. PERMITS, INSPECTIONS AND COMPLIANCE

Contractor shall obtain and pay for any trade permits required for the installation of the motor and controls unless otherwise agreed in writing. Client shall be responsible for homeowner association approvals, site access and any municipal permits specifically required by the property owner, except where local regulations require Contractor to obtain the permit, which shall be stated in the payment schedule.

7. WARRANTIES AND LIMITATIONS

Contractor warrants that labor performed shall be free from defects in workmanship for a period of from the date of completion. Manufacturer warranties for parts and motors, if any, pass through to Client to the extent transferrable. Except as expressly provided herein, Contractor makes no other warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

8. CONFIDENTIALITY

Each party shall maintain in confidence any non-public technical or business information disclosed by the other party in connection with the performance of this Agreement and marked or identified as confidential, and shall not disclose such information to third parties except as required by law or as necessary to perform its obligations hereunder. This obligation shall survive termination of the Agreement for a period of two (2) years.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

Contractor shall indemnify and hold Client harmless from liabilities, claims, damages and expenses (including reasonable attorneys' fees) to the extent caused by Contractor's negligent acts or willful misconduct. Client shall indemnify Contractor for liabilities arising from Client's negligence, site conditions not disclosed to Contractor, or failure to obtain required approvals. Except for liability arising from gross negligence or willful misconduct, the parties' aggregate liability under this Agreement shall not exceed the total amount paid to Contractor under this Agreement.

10. 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 rules.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail, or overnight courier; notices are effective upon receipt.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral or written negotiations, proposals, statements and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. ACCEPTANCE

Client shall inspect the completed work promptly upon notice of substantial completion. Unless Client provides written notice of material deficiencies within seven (7) days of completion, the work shall be deemed accepted and final payment shall be due in accordance with the Payment Terms.

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