Installation Monitoring Agreement

INSTALLATION MONITORING AGREEMENT

This Installation Monitoring Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of monitoring installations of equipment, systems and related components and possesses personnel, expertise and systems capable of providing remote and on-site monitoring services for installations described herein; and

WHEREAS, Client desires to retain Provider to perform monitoring services for the installation identified as located at the Client premises, subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider will perform installation monitoring services which may include remote system monitoring, on-site visual inspections, performance verification, alarm escalation, scheduled reporting and recommended corrective actions. Specific tasks, deliverables and performance metrics are described below and constitute the scope of work.

PAYMENT TERMS

Client shall pay Provider for the services rendered under this Agreement in accordance with the schedule and amounts set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest and fees as set forth below.

Unless otherwise stated, Client shall pay reasonable and documented out-of-pocket expenses pre-approved by Client in writing. Taxes imposed on payments under this Agreement are the responsibility of the party required by applicable law to pay such taxes.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as set forth herein.

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 receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Provider and Client agree to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for purposes of performing obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

The obligations in this section shall not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of Confidential Information.

MONITORING STANDARDS AND RESPONSE

INSURANCE, INDEMNIFICATION & LIMITATION OF LIABILITY

Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide evidence of such insurance upon request. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligent acts or willful misconduct in the performance of this Agreement, subject to the indemnifying party's available insurance proceeds.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or such other address as a party may specify in writing).

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 conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

This Agreement, including all attachments, exhibits and referenced schedules, 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. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

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