Legal Fire Alarm Agreement

LEGAL FIRE ALARM AGREEMENT

This Fire Alarm Agreement ("Agreement") is made as of by and between Client Name: with principal address at and Contractor Name: with principal address at . The Client and Contractor are each a "Party" and together the "Parties".

RECITALS

WHEREAS, Client occupies or controls certain real property described as Premises: ; and

WHEREAS, Contractor is licensed and experienced in the design, installation, inspection, testing, maintenance and monitoring of fire alarm systems and is willing to provide such Services for the Premises in accordance with the terms of this Agreement; and

WHEREAS, Client desires to engage Contractor to perform the Services described in this Agreement, and Contractor accepts that engagement under the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "System" means the fire alarm equipment, devices, wiring, control panels, sensors, notification appliances and associated components located at the Premises and identified in the System Schedule attached or described here: .

1.2 "Services" means the installation, inspection, testing, maintenance, repair and monitoring services specified in this Agreement.

2. SCOPE OF SERVICES

2.1 Contractor shall provide the following Services: scheduled preventive maintenance, system inspections, response to service calls, replacement of defective components (unless excluded), testing and programming updates, and monitoring services if elected. Service level selected: Standard Maintenance Premium Maintenance (includes monitoring) Monitoring Only

2.2 Contractor shall perform maintenance and testing in accordance with applicable industry standards and the manufacturer's recommendations. Contractor will record inspections and provide Client with written test reports upon request.

3. INSTALLATION, ACCEPTANCE AND MODIFICATIONS

3.1 If installation is part of the Services, Contractor shall commence installation on or about and shall conduct an acceptance test upon completion. Acceptance shall occur when the System successfully passes the agreed acceptance procedures.

3.2 Any requested modifications to the System or Services shall be documented in a written change order signed by both Parties specifying the scope, price and schedule impact.

4. MONITORING AND RESPONSE

4.1 If monitoring is provided, Contractor shall monitor the System 24 hours per day and forward alarms to appropriate public safety answering points or designated responders consistent with written instructions supplied by Client. Client acknowledges that Contractor's responsibility for alarm signal transmission is limited to forwarding signals received from the System and does not guarantee response by public authorities.

4.2 Contractor shall use commercially reasonable efforts to notify Client's designated representative at Primary Contact: Phone: upon receipt of an alarm signal.

5. FEES, INVOICING AND PAYMENT

5.1 Client shall pay Contractor the fees set forth: Initial Installation Fee: ; Monthly Monitoring Fee: ; Annual Maintenance Fee: .

5.2 Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for all taxes, excluding Contractor's income taxes.

6. TERM AND TERMINATION

6.1 The initial term of this Agreement shall be years commencing on the Effective Date. Thereafter this Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

6.2 Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Client may terminate for convenience upon days' written notice subject to payment of any termination fees agreed in writing.

7. WARRANTIES; LIMITATIONS OF LIABILITY

7.1 Contractor warrants that Services will be performed in a good and workmanlike manner and in accordance with applicable codes and industry standards for a period of ninety (90) days following performance of the Services, except that parts carry only the manufacturer's warranty. This warranty is exclusive and in lieu of all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose to the maximum extent permitted by law.

7.2 Except for Contractor's indemnification obligations for bodily injury or gross negligence, Contractor's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Contractor in the twelve (12) months preceding the claim. In no event shall Contractor be liable for special, incidental, consequential or punitive damages, including loss of business, even if advised of the possibility of such damages.

8. INDEMNIFICATION

8.1 Contractor shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, losses or expenses arising out of Contractor's negligent acts or omissions or willful misconduct in the performance of the Services.

8.2 Client shall indemnify, defend and hold Contractor harmless from and against any third-party claims, liabilities, losses or expenses arising from Client's misuse, tampering, lack of maintenance between scheduled visits, or failure to notify Contractor of defects in the System.

9. INSURANCE

9.1 Contractor shall maintain commercial general liability insurance with limits not less than per occurrence and workers' compensation as required by law. Contractor will provide certificates of insurance upon reasonable request.

10. CLIENT OBLIGATIONS; ACCESS

10.1 Client shall provide Contractor reasonable access to the Premises and the System during normal business hours or at other mutually agreed times. Client shall not permit unauthorized persons to tamper with or disconnect the System and shall promptly notify Contractor of any suspected malfunction.

10.2 Client shall promptly notify Contractor of any change in the primary contact or any modification to the Premises that could affect the System's operation.

11. COMPLIANCE WITH LAWS

Contractor shall perform Services in compliance with all applicable federal, state and local laws, building codes and fire codes. Client shall be responsible for obtaining any permits or approvals required for work at the Premises unless otherwise agreed in writing.

12. CONFIDENTIALITY

Each Party shall maintain in confidence and not disclose to third parties the other Party's confidential or proprietary information furnished in connection with this Agreement, except as required by law or as necessary to perform the Services. This obligation survives termination of the Agreement for two (2) years.

13. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, delivered by confirmed electronic transmission, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or as updated in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended by a written instrument signed by both Parties. Failure to enforce any provision shall not constitute a waiver of that provision. This Agreement may be executed in counterparts and electronic signatures shall have the same force as originals.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

15.2 Entire Agreement: This Agreement, together with any written change orders and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the System and the Services and supersedes all prior representations, negotiations or agreements, whether written or oral.

15.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. DISPUTE RESOLUTION

The Parties shall first attempt in good faith to resolve any dispute arising under or in connection with this Agreement through negotiation. If unresolved within sixty (60) days, the dispute shall be submitted to binding arbitration in the county where the Premises are located, conducted by a single arbitrator under the then-applicable commercial arbitration rules selected by the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

ADDITIONAL PROVISIONS

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