Miscellaneous dvLED Wall Template

Miscellaneous dvLED Wall Template

This Agreement is made effective as of (Effective Date) by and between:

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client requires design, supply, installation and commissioning services for a direct-view LED display wall ("dvLED Wall") at the project site located at ; and

WHEREAS, Contractor represents that it has the necessary experience, personnel, tools and technical capability to perform the work described herein in accordance with industry standards, applicable codes, and the specifications set forth in this Agreement.

SCOPE OF WORK

Contractor shall perform all work necessary for the design, supply, installation, configuration, testing and commissioning of the dvLED Wall in accordance with the specifications and acceptance criteria set forth in this Agreement and any attached exhibits. Work includes, but is not limited to, site survey, structural support, power and data provisioning, mounting, calibration, integration with control systems, final testing, training and punch-list remediation.

PAYMENT TERMS

Total Contract Price: $ inclusive of materials, labor and standard testing described in the Scope of Work unless otherwise identified in Attachments.

Deposit Amount: $ — due within days of Effective Date.

Invoicing: Contractor will invoice according to the Payment Schedule. Client shall pay invoices within days of invoice date. Payment must be in U.S. dollars unless otherwise agreed in writing.

Late Payment: Past due amounts shall bear interest at (or the maximum lawful rate, if less). Client is responsible for collection costs, including reasonable attorneys' fees, for overdue payments.

ACCEPTANCE, TESTING & WARRANTY

Acceptance Testing: Final acceptance shall be contingent upon successful completion of site acceptance tests demonstrating compliance with the acceptance criteria set forth in the Scope of Work and Attachments. Any defects identified during acceptance will be remedied by Contractor at Contractor's expense prior to final acceptance.

Warranty: Contractor warrants that the dvLED Wall and installation will be free from defects in materials and workmanship for a period of months from the date of Final Acceptance. Warranty remedies are limited to repair or replacement at Contractor's discretion, unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until completion of the Work and final payment, or until terminated as provided below. Anticipated project Start Date: . Anticipated Completion Date: .

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing days' prior written notice. In the event of termination for convenience, Contractor shall be entitled to payment for Work performed to date, including reasonable demobilization costs, but not for anticipated profit on unperformed Work.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure such breach within a reasonable cure period of days after written notice. Termination for cause does not limit any Party's right to seek damages available at law or in equity.

CONFIDENTIALITY

Each Party shall hold in confidence all non‑public information disclosed by the other Party that is marked confidential or that a reasonable person would consider confidential under the circumstances. Confidential information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) is lawfully received from a third party without obligation of confidentiality; (iii) is independently developed by the receiving Party; or (iv) is required to be disclosed by law or court order, provided the disclosing Party is given prompt notice and an opportunity to seek protective relief.

The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care. Upon expiration or termination, each Party shall return or destroy Confidential Information of the other Party as requested.

Acknowledgment: Parties acknowledge and accept the confidentiality obligations set forth above.

INSURANCE, COMPLIANCE & SAFETY

Contractor shall maintain insurance customary for the work performed, including commercial general liability, workers' compensation and automobile liability, and shall name Client as an additional insured as reasonably requested. Contractor shall comply with all applicable laws, codes, permits and safety requirements at the project site.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, nor for loss of profits. Contractor's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total Contract Price paid by Client to Contractor under this Agreement.

CHANGE ORDERS

All changes to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both Parties. Change Orders shall describe the change, the effect on price and schedule, and any other impacts.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of courts located in that State for disputes not subject to arbitration.

ENTIRE AGREEMENT

This Agreement, together with any Attachments and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force. Notices shall be in writing and delivered to the addresses provided by the Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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