Radio Installation Agreement

RADIO INSTALLATION AGREEMENT

This Radio Installation Agreement ("Agreement") is entered into by and between Installer Name: and Client Name: .

WHEREAS

WHEREAS, Installer represents that it is duly qualified, licensed, and experienced in the installation, commissioning, and testing of radio communication systems, antennas, cabling, and related equipment; and

WHEREAS, Client desires to engage Installer to perform installation, integration, and testing services at the Installation Location described below, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services and deliverables provided hereunder will meet applicable regulatory and safety standards and will be performed in a professional and workmanlike manner.

PROJECT IDENTIFICATION

SCOPE OF WORK

Installer shall perform the following services (the "Work") in accordance with the terms of this Agreement. The Work shall include site survey, procurement coordination (if applicable), equipment mounting, cabling and routing, grounding, power connection, antenna alignment, commissioning, acceptance testing, and training of Client personnel as set forth below. Any Work outside the written Scope may require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Installer the Total Contract Amount in accordance with the schedule below. All payments shall be made in U.S. dollars unless otherwise agreed in writing. Overdue payments shall accrue a late fee as described below and may suspend further performance until payment is current.

TERM AND TERMINATION

This Agreement shall commence on Start Date and shall continue in effect until Completion Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above. Termination for convenience requires the non-terminating party to be paid for all work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party acknowledges that, in connection with the performance of this Agreement, it may be exposed to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or would reasonably be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information only for performance under this Agreement; and (c) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as this clause.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party to allow intervention or protective measures.

INSURANCE, INDEMNITY, AND WARRANTIES

Installer shall maintain commercially reasonable insurance coverage (including general liability and workers' compensation) for the performance of the Work. Installer warrants that the Work will be performed in a professional and workmanlike manner for a period of ninety (90) days following acceptance, unless a longer warranty period is specified in writing. Installer will indemnify and hold Client harmless from third-party claims arising from Installer's negligence or willful misconduct in performing the Work.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the governing state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

GENERAL PROVISIONS

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

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