Intercom System Template

INTERCOM SYSTEM AGREEMENT

Parties and Recitals

This Intercom System Agreement ("Agreement") is entered into between:

Client Name:

Contractor Name:

Site Address:

WHEREAS, Client desires to procure and have installed an intercom and access-communications system at the Site for voice and/or video communication, access control, and related services; and

WHEREAS, Contractor represents that it is qualified, experienced and properly licensed to supply, install, configure, test and, if applicable, maintain intercom systems; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to supply, installation, acceptance, and payment for the intercom system in this Agreement.

Scope of Work

Contractor shall perform the work described below (the "Work"), furnish labor, materials, equipment and supervision, and comply with the specifications set forth in this Section and any attached change orders. All Work shall conform to applicable codes and industry standards.

Payment Terms

Client shall pay Contractor for the Work in accordance with the following payment schedule. All amounts are in lawful currency unless otherwise indicated.

Payments are due as invoiced and payable within the time specified in this Agreement. If Client fails to make any payment when due, Contractor may suspend performance and shall be entitled to interest on past due amounts at the lesser of (a) % per month compounded monthly; or (b) the maximum rate allowed by law. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Contractor in enforcing payment.

Title and risk of loss to equipment shall remain with Contractor until paid in full, except that Contractor shall deliver and cause equipment to be placed at the Site in accordance with this Agreement. Contractor retains a security interest in equipment until payment in full is received.

Term and Termination

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

Either party may terminate for material breach by the other party if such breach is not cured within days after written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party, in which event Client shall pay Contractor for all Work performed and for equipment committed prior to termination.

Upon termination, Contractor shall promptly submit a final invoice for all unpaid amounts due, and Client shall pay such invoice in accordance with the Payment Terms. Termination shall not affect rights or obligations that by their nature survive termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is identified as confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure, including system configurations, access credentials, network diagrams, pricing and customer data.

Each receiving party shall (a) hold Confidential Information in strict confidence using reasonable care and at least the same degree of care it employs to protect its own confidential information, (b) use Confidential Information solely for performance of this Agreement, and (c) not disclose Confidential Information to third parties except to employees, subcontractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations do not apply to information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without breach of obligations, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any protective action.

Warranties, Maintenance and Permits

Contractor warrants that the Work shall be performed in a professional manner and that equipment shall be free from defects in materials and workmanship for a period of from the date of Final Acceptance. Remedies for breach of this warranty shall be limited to repair or replacement of defective components at Contractor's option, unless otherwise agreed in writing.

Contractor shall be responsible for obtaining any permits and licenses required for performance of the Work and shall maintain insurance customary for the industry, including commercial general liability and workers' compensation. Contractor shall provide certificates upon Client's request.

Change Orders

Any change to the Scope of Work, schedule, or price shall be documented in a written change order signed by both parties. Contractor shall not be obligated to proceed with changed Work until the change order and any required adjustment to price or schedule are agreed in writing.

Liability, Indemnification and Insurance

To the maximum extent permitted by law, Contractor's liability for damages arising under or relating to this Agreement shall be limited to direct damages not exceeding the total amount paid by Client under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages.

Contractor shall indemnify and hold Client harmless from claims, losses and liabilities arising out of Contractor's negligence or willful misconduct in performing the Work. Client shall indemnify and hold Contractor harmless from claims arising from Client's acts, use of the system after Final Acceptance, or modifications made by others.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation prior to initiating any formal proceedings.

Entire Agreement

This Agreement, including any exhibits and executed change orders, 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 written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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