Installation Portal Template

INSTALLATION PORTAL TEMPLATE

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client requires the installation, configuration, and commissioning of a software-based installation portal and ancillary services to facilitate remote monitoring, work-order intake, and data exchange (the "Portal"); and

WHEREAS, Provider represents that it possesses the technical expertise, personnel, and equipment necessary to deliver, install, configure, and support the Portal in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms, confidentiality obligations, and other terms governing Provider’s installation, implementation, and handover of the Portal.

Scope of Work

Access, Credentials and Data Migration

Provider will provision administrative credentials and user accounts as necessary. Initial administrative username prefix: . Access activation date: .

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Late Fee: If payments are not received within days after the due date, Client will incur a late fee equal to % of the overdue amount per month or a flat fee of $, whichever is greater.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate upon written notice delivered not less than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party shall treat as Confidential Information all technical, commercial, and personal data disclosed in connection with this Agreement that is reasonably understood to be confidential. Confidential Information shall not include information that is (a) publicly known through no fault of the recipient, (b) already known to the recipient at the time of disclosure as evidenced by written records, (c) rightfully obtained from a third party without restriction, or (d) independently developed.

Obligations: The recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) apply at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

Security and Compliance

Provider will implement commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Confidential Information and the services provided. Provider shall notify Client promptly upon becoming aware of any unauthorized access to Client data and cooperate in any remedial measures.

Warranty; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner and in accordance with the Scope of Work. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts of that jurisdiction, unless the parties agree in writing to arbitration.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Independent Contractor: Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for all taxes, benefits, and obligations applicable to its personnel.

Severability: 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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