Legal Fire Alarm Contract

Legal Fire Alarm Contract

This Fire Alarm Contract (the "Agreement") is entered into as of by and between Client Name: , with principal address at (hereinafter "Client"), and Contractor Name: , with principal address at (hereinafter "Contractor").

RECITALS

WHEREAS, Contractor is duly qualified and experienced in the design, installation, testing, inspection, maintenance and repair of fire alarm systems and related signaling equipment; and

WHEREAS, Client desires to obtain from Contractor certain installation and/or ongoing services for the fire alarm system located at the Client premises described above; and

WHEREAS, Contractor agrees to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Equipment" means all fire alarm control panels, detectors, pull stations, notification appliances, wiring, power supplies and other devices installed or maintained by Contractor; "Services" means the installation, testing, inspection, maintenance, monitoring and repair services described in Section 2.

2. SCOPE OF SERVICES

Contractor shall perform the Services described in the Scope of Services. The parties shall indicate selected services: Installation Maintenance/Inspection Monitoring

3. INSTALLATION AND ACCEPTANCE

When installation is included, Contractor shall furnish all labor, materials and equipment necessary to install the Equipment in a good and workmanlike manner in accordance with applicable codes and industry standards. Upon completion, Contractor shall perform acceptance tests in the presence of Client. Acceptance shall occur when tests confirm conformity with the Scope of Services and any agreed specifications.

4. EQUIPMENT OWNERSHIP; TITLE

Except as otherwise expressly agreed in writing, title to Equipment supplied and installed by Contractor shall pass to Client upon full payment of amounts due for installation. Contractor retains ownership of any replaceable spare parts supplied under a rental or loan arrangement until amounts due are paid.

5. MAINTENANCE, INSPECTION, TESTING

Contractor shall provide maintenance and inspection services in accordance with the maintenance schedule set forth herein. Contractor shall keep records of inspections, tests and repairs and shall furnish copies to Client upon request. Contractor's maintenance obligations do not include correction of defects caused by misuse, unauthorized alterations, force majeure, or failures of Client-supplied utilities.

6. FEES AND PAYMENT

Client shall pay Contractor the fees set forth below. Unless otherwise agreed, invoices are due within thirty (30) days of invoice date. Amounts unpaid after due date shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law.

7. TERM AND TERMINATION

The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Thereafter the Agreement shall automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and costs incurred through the effective date of termination.

8. WARRANTIES; DISCLAIMER

Contractor warrants that Services provided by Contractor will be performed in a professional and workmanlike manner consistent with industry standards for similar services. Contractor's sole obligation for breach of the foregoing warranty shall be, at Contractor's option, to reperform the nonconforming Services or refund fees paid for such Services. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. CONTRACTOR'S AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Client shall indemnify, defend and hold Contractor harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's negligence, misuse of Equipment, failure to provide required utilities, or alterations made by parties other than Contractor.

10. INSURANCE

Contractor shall maintain commercial general liability insurance and workers' compensation insurance as required by applicable law. Upon request, Contractor shall provide certificates of insurance evidencing such coverage; provided, however, that the absence of delivery of such certificates shall not relieve Contractor of its obligations hereunder.

11. COMPLIANCE WITH LAW; PERMITS

Contractor shall perform Services in compliance with applicable building, electrical and fire codes. Client shall obtain and pay for any permits or inspections required by governmental authorities unless otherwise agreed in writing.

12. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose non-public technical, financial or business information of the other party disclosed in connection with this Agreement, except as required by law or to perform the obligations hereunder.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth for the parties below or to such other address as either party may specify in writing.

14. ASSIGNMENT

Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets provided that the assignee assumes Contractor's obligations hereunder.

15. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its conflicts of law principles. State:

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including any exhibits and Schedules executed in connection herewith, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that they have had the opportunity to consult counsel of their choosing and that any rule construing ambiguities against the drafter shall not apply.

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