Miscellaneous Call Box Upgrade

Miscellaneous Call Box Upgrade Agreement

Parties and Recitals

Client Name:

Contractor Name:

WHEREAS, Client operates or controls the premises at which a call box system is installed and desires an upgrade to the existing call box equipment and associated services; and

WHEREAS, Contractor represents that it has the experience, skill and licensing necessary to perform electronic hardware upgrades, wiring, testing and commissioning of call box equipment and agrees to perform such work under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the call box upgrade work and related services.

Scope of Work

Contractor shall provide labor, materials, equipment and supervision necessary to complete the upgrade described below. The scope includes hardware replacement, wiring, mounting, power provisioning, software/firmware updates, testing, and final acceptance testing at the location(s) specified.

Payment Terms

Total Contract Amount: $

Deposit Amount: $    Final Payment Due within  days of acceptance.

Late Payment Fee: If any undisputed amount is not paid when due, interest will accrue at from the due date until paid. Client shall also reimburse Contractor for reasonable collection costs.

Term and Termination

This Agreement commences on and shall continue until completion of the Scope of Work or until , unless earlier terminated as provided herein.

Either party may terminate for convenience upon days' prior written notice. Termination for cause may be effected immediately if a material breach is not cured within 10 days after written notice. Upon termination Client shall pay Contractor for work performed and materials ordered to the date of termination, together with reasonable demobilization costs.

Change Orders

All modifications to the Scope of Work shall be made by written change order signed by both parties. No oral order will modify the Contract Price or Time for Completion. Change order requests shall include description of change, impact on price and schedule, and required approvals.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") relating to pricing, specifications, software, technical designs, business plans and other proprietary matters that are designated confidential or which reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes generally known without breach of this Agreement, (ii) was already known to the Receiving Party prior to disclosure and evidenced by written records, or (iii) is required to be disclosed by law or a governmental authority, provided the Receiving Party gives prompt written notice and limits disclosure to the extent permitted.

Indemnification

Contractor shall defend, indemnify and hold harmless Client and its affiliates, officers and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent caused by Contractor's breach of this Agreement, negligence or willful misconduct in performing the Work. Client shall indemnify Contractor for claims arising from Client-supplied equipment or instructions that are defective or unlawful.

Insurance and Permits

Contractor shall maintain insurance in types and amounts customary for this work and shall provide certificates of insurance upon request. Contractor shall obtain and maintain any required permits or licenses to perform the Work, unless otherwise agreed in writing.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement: This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between Client and Contractor regarding the subject matter and supersedes all prior oral or written agreements, representations and negotiations. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Representations and Warranties

Contractor warrants that the Work will be performed in a professional manner in accordance with industry standards and that installed equipment will conform to manufacturer specifications for a period of . This warranty does not apply to damage caused by misuse, improper maintenance, unauthorized modification, or acts of third parties.

Notices

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