Wall Mounted Display Document

Wall Mounted Display Document

This Wall Mounted Display Document (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, installing, and commissioning wall mounted display hardware and associated mounting, cabling and software necessary to make the display operational; and

WHEREAS, Client desires to procure from Provider a wall mounted display system in accordance with the specifications and installation requirements set forth in this Agreement and Provider is willing to supply and, if selected, install such system on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider shall furnish the materials, labor, equipment and software necessary to supply, mount, and commission the wall mounted display described below in accordance with accepted industry standards and the specific installation requirements set forth by Client. Provider shall perform work in a professional manner and shall be responsible for obtaining any required permits for installation unless otherwise agreed in writing.

Installation and Acceptance

Installation required: Provider shall perform on-site installation if checked. Upon completion, Provider will perform acceptance tests agreed by the parties and shall correct any defects identified during a final inspection within a commercially reasonable time at Provider's expense, provided such defects are reported in writing within ten (10) days of installation completion.

Payment Terms

Client shall pay Provider for the work and materials as follows. All amounts are in U.S. Dollars and exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate of on the unpaid balance compounded monthly, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon providing written notice to the other party and paying for all work performed and materials ordered up to the effective date of termination.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and not to use or disclose Confidential Information except as necessary to perform obligations under this Agreement or as required by law. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was already known to the recipient without restriction prior to disclosure by the disclosing party; or (c) is rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of two (2) years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Insurance; Indemnity

Provider shall maintain commercially reasonable insurance coverage including general liability and workers' compensation as required by law. Provider shall indemnify, defend and hold Client harmless from and against liabilities, losses, damages and expenses to the extent caused by Provider's negligent acts or omissions in the performance of the Work, except to the extent caused by Client's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any disputes arising under this Agreement shall be in the state or federal courts located in that State.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or such other address as either party may specify in writing.

Representations and Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is duly authorized to bind such party.

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