Music Equipment Installation Agreement

Music Equipment Installation Agreement

This Music Equipment Installation Agreement (the "Agreement") is entered into by and between:

RECITALS

WHEREAS, Client desires to procure the installation and commissioning of music and audio equipment at the property located at (the "Premises"); and

WHEREAS, Installer represents that it possesses the experience, personnel, tools and licenses necessary to perform professional installation, wiring, calibration and testing of music equipment and related components; and

WHEREAS, the parties wish to set forth the terms and conditions under which Installer will install, test and commission the equipment described herein.

SCOPE OF WORK

Installer shall perform all labor, furnish necessary materials, equipment and supervision, and perform commissioning and testing as required to complete the installation described below (the "Work"). The Work shall include, at minimum, the following:

Installer will obtain or coordinate any required permits, will comply with applicable codes, and will remove installation debris upon completion. Any deviation from the above scope that affects price or schedule shall be subject to a written change order signed by both parties.

PAYMENT TERMS

Client agrees to pay Installer the Total Contract Price of $ for completion of the Work.

Final payment shall be due upon satisfactory completion of the Work and acceptance testing. If final payment remains unpaid beyond days after invoice, Client shall pay a late fee equal to % per month on the unpaid balance, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until completion of the Work, but not later than , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. If Installer terminates for cause due to Client's material breach, Installer may stop work and invoice Client for all labor and materials performed to date, together with reasonable demobilization costs.

WARRANTIES; LIMITATION OF LIABILITY

Installer warrants that the installation work will be performed in a good and workmanlike manner for a period of months from the date of completion. This warranty does not cover defects in equipment manufactured by third parties; such equipment is covered only by the manufacturer's warranty. Installer's sole obligation under this warranty shall be to repair, replace or re-perform defective installation work at Installer's option.

Except for the express warranty above, Installer disclaims all other warranties, express or implied. Neither party shall be liable to the other for consequential, incidental, special or punitive damages except for damages arising from willful misconduct or gross negligence.

INDEMNIFICATION & INSURANCE

Installer shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against any claims, losses or liabilities arising out of Installer's negligent performance of the Work, except to the extent caused by Client's negligence. Client shall indemnify Installer for claims arising from Client-supplied equipment or Client's failure to disclose site conditions.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by the other party in connection with the Work, including system configurations, wiring schematics, pricing and trade secrets, shall be kept confidential and shall not be disclosed to third parties without the disclosing party's prior written consent; provided that information that is publicly known, rightfully received from a third party, or required to be disclosed by law or valid subpoena shall not be deemed confidential.

COMPLETION, ACCEPTANCE, AND TESTING

Upon physical completion of the Work, Installer shall perform acceptance testing in the presence of Client or Client's representative. Acceptance shall occur when the installed equipment operates in material conformity with the agreed scope and the agreed test criteria or when Client signs a written acceptance form following completion of a punchlist of minor items.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in the county where the Premises is located, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits, schedules and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Installer may assign to a successor in connection with a sale of substantially all of its business assets.

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