Project Management Speaker Upgrade

PROJECT MANAGEMENT SPEAKER UPGRADE

Project Identification

Scope of Work

This Speaker Upgrade engagement covers the assessment, specification, procurement oversight, installation supervision, configuration and testing of upgraded speaker equipment for the event(s) and venue(s) identified herein. The Provider will perform work in accordance with industry standards and the schedule below. Any work not expressly described as in scope is considered out of scope unless added via an approved change order.

Deliverables and Acceptance Criteria

The Provider will deliver the items below. Each deliverable is subject to Client acceptance testing as described in the acceptance criteria. Acceptance occurs when the deliverable meets the stated criteria and the Client issues written acceptance or fails to provide a rejection with specific defects within five (5) business days.

Timeline and Milestones

The parties agree the work will commence and be performed in accordance with the schedule below. Time is of the essence for milestone completion unless excused under the Force Majeure clause.

Budget and Payment Terms

Change Order Process

Any modification to scope, schedule or price shall be executed only by a written Change Order signed by authorized representatives of both parties. Change Orders shall describe the change, schedule impact, cost impact, and required approvals.

Written approval required from Client representative for all Change Orders

Confidentiality and Data Protection

Each party shall maintain in confidence all confidential information disclosed by the other party in connection with this Agreement. Confidential information includes technical specifications, pricing, and trade secrets. Confidential information shall not be disclosed except to employees or subcontractors who have a need to know and are bound by equivalent confidentiality obligations. Confidentiality obligations survive termination for a period of three (3) years.

The Provider shall implement reasonable administrative, technical and physical safeguards to protect personal data processed in the performance of the services.

Client and Provider acknowledge and agree to the confidentiality provisions above

Limitation of Liability; Indemnity

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party’s aggregate liability for claims arising out of or relating to this Agreement shall be limited to the total fees paid by Client to Provider under this Agreement for the specific services giving rise to the claim. Neither party shall be liable for consequential, incidental or punitive damages.

Provider shall indemnify and hold harmless Client from third-party claims to the extent such claims arise from Provider’s negligent acts or omissions in performance of the services; Client shall indemnify Provider for claims arising from Client-supplied information or misuse of deliverables by Client.

Termination

Either party may terminate for material breach following thirty (30) days’ written notice and opportunity to cure. Client may terminate for convenience upon fifteen (15) days’ advance written notice to Provider, in which event Client shall pay Provider for all work performed and committed costs through the effective date of termination plus reasonable demobilization costs.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties will attempt to resolve disputes in good faith. If unresolved, disputes shall be submitted to the competent courts in that jurisdiction.

Insurance and Compliance

Provider shall maintain insurance coverage customary for the industry, including commercial general liability and workers’ compensation as required by law. Upon request, Provider will furnish certificates of insurance evidencing required coverage.

Miscellaneous Provisions

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes prior proposals, negotiations and agreements. Amendments must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the other party’s prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

Acknowledgments

By signing below, each party represents that it has full authority to enter into this Agreement, that it has reviewed and accepts the Scope, Deliverables, Timeline, Price and Terms herein, and that the individuals signing have been authorized to bind their respective party.

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