Miscellaneous Entry System Upgrade

MISCELLANEOUS ENTRY SYSTEM UPGRADE AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Client operates or manages the premises and desires to upgrade the entry control and access management system described as the Entry System: ;

WHEREAS, Contractor represents that it has the technical expertise, personnel and resources to perform the Entry System upgrade in accordance with industry standards and the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the upgrade services commencing on or about .

Scope of Work

Contractor shall perform all labor, materials, equipment and services necessary to upgrade, configure, integrate and commission the Entry System consistent with the agreed specifications. The detailed scope, deliverables, milestones and acceptance criteria are described below and will form part of this Agreement.

Payment Terms

Client shall pay Contractor the total compensation for Services as follows. Fees shall be paid in accordance with the schedule below; all fees are payable in United States Dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the payment schedule and are due within days of invoice receipt. Late payments shall incur interest and fees as set forth below.

All payments are subject to invoices substantiating work completed. Client may withhold payment for disputed amounts provided Client notifies Contractor of the dispute in writing within ten (10) days of receipt of the invoice and the parties work in good faith to resolve such disputes.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

Upon termination, Contractor shall provide to Client all work in progress and invoices for work performed through the effective date of termination. Client shall pay Contractor for all undisputed work performed prior to termination in accordance with the Payment Terms.

Confidentiality

Each party may disclose Confidential Information to the other in connection with the performance of this Agreement. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted in writing or as required by law, provided the disclosing party gives prompt notice to the other party where legally permitted.

Liability and Insurance

Contractor shall maintain commercial general liability insurance and professional liability insurance as required by law and customary for the industry. Neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement, except in cases of gross negligence, willful misconduct or breach of confidentiality.

Governing Law

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

Entire Agreement

This Agreement, together with any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

Change Orders

Any changes to the Scope of Work shall be made only by a written change order signed by both parties specifying the change in scope, any adjustment to the Contract Amount, and any change to the schedule. Contractor shall not be required to perform work beyond the Scope of Work without an executed change order.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered by hand, overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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