Portable Speed Track Form

Portable Speed Track Form

Parties and Contact Information

Recitals

WHEREAS, Provider operates and maintains portable speed monitoring equipment, software, and services designed to record vehicular speeds and related traffic metrics (the "Equipment" and "Services"); and

WHEREAS, Client desires to engage Provider to deploy, calibrate, and operate the Equipment at specified locations for the purposes described in this Agreement, and Provider is willing to provide such Equipment and Services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Provider will supply, install, maintain, and remove portable speed monitoring equipment and shall perform data collection, calibration, and reporting for the locations and time periods agreed below. Provider's obligations shall include: delivery, site setup, routine calibration, data extraction, and one (1) standard turnover report per reporting period unless otherwise specified.

Equipment and Deployment Details

Installation Date:    Expected Removal Date:

Routine maintenance and on-site troubleshooting included

Payment Terms

Total Contract Amount: $

Payment Due (days from invoice):    Late Payment Fee:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for days after written notice. For convenience, either party may terminate with days' prior written notice.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement, including raw speed data, personally identifying information, proprietary processing algorithms, and contractual pricing ("Confidential Information"). Confidential Information shall not be disclosed except to employees, contractors, or consultants with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is publicly available through no breach by the receiving party or independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon expiration or termination, each party shall return or destroy the other's Confidential Information and certify such return or destruction upon request.

Data Ownership, Use, and Reporting

Unless otherwise agreed in writing, collected traffic and speed data, aggregated reports, and derivative analyses shall be owned by . Provider shall retain the right to use anonymized, aggregated data for internal quality control and product improvement, provided no Confidential Information is disclosed.

Insurance, Liability and Indemnification

Provider shall maintain commercial general liability insurance and equipment insurance adequate for the risks associated with deployment. Provider's liability for direct damages arising from Provider's negligence or breach shall be limited to the amount paid by Client to Provider under this Agreement for the applicable Deployment Period. In no event shall either party be liable for indirect, incidental, consequential, or punitive damages. Each party shall indemnify and hold the other harmless from claims arising from its gross negligence, willful misconduct, or breach of law.

Permits and Signage

Client is responsible for obtaining any permits, local approvals, or right-of-way permissions necessary for placement of the Equipment unless otherwise agreed in writing. Provider will install signage where required by law or at Client's direction; costs for special signage shall be borne by .

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties shall attempt in good faith to resolve disputes through negotiation and, if unsuccessful, through mediation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior proposals, negotiations, or agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the contact addresses set forth above. If any provision is held unenforceable, the remaining provisions shall remain in full force. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship.

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