Security Services Alarm System Upgrade

Security Services Alarm System Upgrade

This Security Services Alarm System Upgrade Agreement (the Agreement) is entered into as of by and between:

Client Name:    Address:

Contractor Name:    Business Address:

WHEREAS

WHEREAS, Client seeks to upgrade, replace and expand alarm, detection, monitoring and related security equipment and services at the Client premises described above (the Premises); and

WHEREAS, Contractor is duly licensed and qualified to perform alarm system installation, programming, testing and monitoring services and represents that it possesses the necessary experience, personnel, equipment and insurance to perform the services set forth herein; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and terms and conditions governing the upgrade to the existing alarm system.

Scope of Work

Payment Terms

Contract Price (Total): $

Late Payment Fee:    Past Due Interest Maximum:

All payments are due within days of invoice unless otherwise set forth in the Payment Schedule. Contractor may suspend work for nonpayment following five (5) days' written notice.

Term and Termination

Term Commencement Date:    Anticipated Completion Date:

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination does not relieve Client of payment for work completed and materials ordered prior to termination.

Access, Coordination and Acceptance

Client shall provide Contractor reasonable access to the Premises, power, network connections and any structural information necessary for proper installation. Client contact for coordination: , Phone: , Email:

Upon completion, Contractor will perform system commissioning and testing. Acceptance will be evidenced by Client's written acknowledgment of substantial completion or by payment of the final invoice if no acceptance notice is provided within ten (10) days of completion.

Warranties, Licensing and Insurance

Contractor warrants that equipment supplied will be free from defects in material and workmanship for a period of months from date of acceptance, subject to manufacturer warranties. Contractor represents it holds the necessary licenses: License No. and will maintain commercial general liability and workers' compensation insurance in amounts customary for this type of work.

Confidentiality

Each party agrees that information marked as confidential or that by its nature is reasonably understood to be confidential, including system design, access codes, monitoring procedures, network credentials and as-built drawings (Confidential Information), shall be held in confidence and shall not be disclosed to third parties without prior written consent, except as required by law. Contractor shall implement reasonable safeguards to prevent unauthorized disclosure of Client access credentials and system configurations.

Indemnification and Limitation of Liability

Contractor shall indemnify and defend Client from third-party claims resulting from Contractor's gross negligence or willful misconduct in performance of the Work. Except for claims arising from gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages.

Change Orders

Any material change in scope, equipment or schedule shall be documented in a written change order signed by both parties and shall set forth adjustments to price and schedule. Contractor shall not proceed with change order work except upon written authorization.

Governing Law

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

Entire Agreement

This Agreement, together with any executed change orders and the attached Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, written or oral. Any amendment must be in writing and signed by both parties.

Notices

Notices shall be given to the addresses set forth above or to alternate addresses provided in writing. Notices shall be effective upon personal delivery, delivery by overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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