Radio Upgrade Form

RADIO UPGRADE AGREEMENT AND REQUEST FORM

Effective Date:

Parties

Recitals

WHEREAS, Service Provider represents that it is experienced and qualified to perform radio system upgrades, including hardware installation, firmware updates, configuration, testing, and operator training; and

WHEREAS, Client desires to engage Service Provider to perform an upgrade to Client's radio system located at , identified as System ID: , pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to memorialize the scope, schedule, payment terms, and other contractual provisions for the upgrade work.

Scope of Work

The Service Provider shall perform the following services as applicable. Additional tasks specific to individual units may be described in the field below.

Equipment and Unit Details

Payment Terms

Total Contract Amount: $

Payment Schedule and Milestones:

Deposit required:   Final Payment Due (days after completion/invoice):

Late Payment Charge: . Client agrees to reimburse reasonable collection costs, including attorney fees, for delinquent accounts.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Termination for cause is immediate where the other party materially breaches this Agreement and fails to cure such breach within days of receipt of written notice. Upon termination Client will pay Provider for all work performed and documented expenses through the effective termination date.

Confidentiality

Each party acknowledges that in connection with this Agreement it may obtain confidential, proprietary, or trade-secret information ("Confidential Information") of the other party. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Agreement, and (iii) not disclose it to any third party except to employees, agents, or subcontractors with a need to know who are bound by similar confidentiality obligations. Confidential Information excludes information that is publicly known, rightfully received from a third party without an obligation of confidentiality, or independently developed. The confidentiality obligations set forth herein survive termination of this Agreement for a period of three (3) years.

Warranties and Limitations

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, the Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. Provider's total liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the services giving rise to the claim.

Governing Law

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

Entire Agreement

This Agreement, together with any attachments, statements of work, and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Authority

The undersigned each represent and warrant that they are authorized to enter into this Agreement on behalf of the party for whom they sign and that their execution binds that party to all terms and conditions contained herein.

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