Security Intruder Upgrade

Security Intruder Upgrade

Contracting Parties

Recitals

WHEREAS, Client currently maintains an existing intruder alarm system and desires an upgrade to equipment, monitoring interfaces, and related services to improve intrusion detection, notification, and remote management; and

WHEREAS, Contractor represents that it is duly qualified and experienced in the supply, installation, integration, and commissioning of intrusion detection hardware and software and agrees to perform the upgrade in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, schedule, and legal allocations of risk for the upgrade work to be performed at the Project Premises.

Scope of Work

Contractor shall furnish all labor, materials, equipment, programming, testing and commissioning necessary to perform the Security Intruder Upgrade described below. Specific tasks include hardware replacement, sensor reconfiguration, control panel upgrade, communication path provisioning, integration with existing monitoring station, and on-site acceptance testing.

Equipment and Materials (itemize)

Itemize principal equipment and materials to be supplied. Contractor warrants that all equipment will be new unless otherwise specified and will conform to industry standards.

Payment Terms

The total contract price for the upgrade work is:

Final payment shall be due within days of written acceptance of the completed upgrade by Client, subject to documented punch-list items as provided in this Agreement.

Late payments shall bear interest at per month (or the maximum rate permitted by law), calculated monthly on the unpaid balance.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until completion of the work and acceptance by Client, unless earlier terminated in accordance with this section.

Start Date:    Estimated Completion Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for material breach may be effected immediately upon written notice if the breaching party fails to cure within a reasonable cure period not less than 10 days following written notice of breach.

Confidentiality

The parties acknowledge that, in connection with this Agreement, each may disclose Confidential Information. "Confidential Information" means non-public technical, business or financial information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Both parties agree to maintain the confidentiality of Confidential Information and to use it solely for the purposes of performing this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Mutual confidentiality required:

Acceptance, Testing, and Commissioning

Upon substantial completion of the upgrade, Contractor shall conduct on-site testing and commissioning with Client or Client's representative. Acceptance shall be evidenced by Client's written acceptance or failure to provide a documented punch-list within days following completion and testing.

Warranties and Limitation of Liability

Contractor warrants that labor and materials furnished under this Agreement will be free from defects in workmanship and material for a period of months from the date of acceptance, except for consumable items and conditions caused by misuse or unauthorized modification.

Except for willful misconduct or gross negligence, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total amount paid to Contractor under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

Notices required under this Agreement shall be given in writing to the addresses set forth above and shall be effective upon receipt. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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