Installation Picture Template

INSTALLATION PICTURE TEMPLATE

This Installation Picture Template (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client has engaged Service Provider to document the installation of certain equipment, materials, or systems at the installation location specified herein for the purpose of recordation, acceptance, and archival;

WHEREAS, Service Provider represents that it possesses the skills, equipment, and professional expertise necessary to capture, process, and deliver photographic records that meet Client's reasonable specifications;

WHEREAS, the parties desire to set forth the terms and conditions under which photographic documentation will be created, delivered, and licensed.

Scope of Work

Service Provider shall perform photographic documentation services as described below. Service Provider shall capture images that accurately depict the installation progress and condition, including but not limited to component placement, labeling, clearances, and interface with adjacent systems.

Picture Log (Provide one entry per photograph)

Delivery, Formats and Acceptance

Service Provider shall deliver photographic files in the formats and resolution set forth below. Delivery shall include a manifest matching file names to the Picture Log above. Client shall have a period of five (5) business days after delivery to review and notify Service Provider of any non-conforming deliverables.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the amounts and schedule set forth below. All fees are due in United States currency unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the late fee rate set above, and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to secure payment.

Term and Termination

This Agreement commences on the start date and continues until the completion of the services or the end date specified below, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period. Termination by Client for convenience shall require payment for all services performed through the effective termination date and reimbursement of reasonable unrecoverable costs incurred by Service Provider.

Confidentiality

"Confidential Information" means non-public information disclosed in connection with this Agreement, including photographs, file manifests, and any technical information. Service Provider shall not disclose Confidential Information to any third party and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Confidentiality obligations survive termination for a period of three (3) years, except that obligations with respect to photographic file ownership, usage restrictions, and license provisions shall survive as set forth elsewhere in this Agreement. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving party, or information independently developed without use of the other party's Confidential Information, or information required to be disclosed by law after notice to the disclosing party.

Ownership and License

Unless otherwise agreed in writing, Service Provider retains copyright in original photographic works. Service Provider grants Client a non-exclusive, perpetual, worldwide license to use, reproduce, and distribute the delivered photographic files for Client's internal records and project documentation. Any additional rights, including exclusive rights or rights to sublicense, must be expressly granted in writing and may be subject to additional fees.

Transfer of copyright to Client upon full payment

Warranties; Certification; Release

Service Provider warrants that delivered photographs are authentic records of the installation as captured, and that Service Provider has the right to grant the licenses set forth herein. Service Provider further certifies that images will not be materially altered to misrepresent actual conditions; minor color correction or exposure adjustments are permitted but must be noted in delivery if performed.

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 principles.

Entire Agreement

This Agreement, including any attachments, exhibits, and the Picture Log entries herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous written or oral agreements. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Notices shall be in writing and delivered to the addresses provided above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to attempt to resolve disputes in good faith prior to formal proceedings.

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