A. Documents, Work, and Details

1. Documents. These Terms and Conditions pertain to all proposals, estimates, contracts, specifications, drawings, plans, annotation, addenda, general project descriptions, scopes of work, change orders, written interpretations, and written orders for changes in work unless specified otherwise. Work not covered by contract documents will not be required to be performed unless the work is explicitly approved in writing. The costs associated with any related work or materials, including, but not limited to electrical, drywall work, painting, cabinets, any underground trenching or laying of conduit for outside wiring, and other construction work are not included unless explicitly contained in the proposal/estimate.

2. Work. The specific work to be performed by A.B.E. Networks (“A.B.E.”) is the installation of the specified system as described in the agreed upon proposal/estimate. An initial deposit on the project constitutes Client agreement.

3. Validity. Proposals and estimates are valid for 30 days following receipt. No work will be scheduled without the signed contract and receipt of the initial deposit. All design and specifications are contingent upon contract execution and receipt of the contract deposit unless a separate Designer Retainer agreement is in place.

4. Design Retainer. The preparation of proposals and estimates require system design & engineering by a professional Systems Integrator, only one iteration of the proposal/estimate and required drawings/plans/markups will be prepared without a Design Retainer agreement. If additional iterations of the documentation are requested, a project specific Design Retainer agreement must be created and signed, in order to progress the design phase of the project. Specific details will be included within the Design Retainer agreement.

B. Payments and Completion

1. The payment schedule is representative of the proposal/estimate as of this document’s date. Since A.B.E. will, if possible, open, test and burn-in equipment before delivery, all components must be paid for before delivery to the job site in the form of Progress Payment(s). Payments may not be withheld under any circumstances. Any disputes due to legal claims will attempt to be settled in good faith between the parties.

2. The total amount to be paid by the Client for the project, notwithstanding change orders or unforeseen conditions, shall not exceed the total specified in the proposal or detailed in a payment schedule.

3. Payments will be made in accordance with the payment schedule included in the proposal contract or approval line of the estimate. A 50% deposit is required for scheduling unless otherwise noted. This deposit is refundable at A.B.E.’s sole discretion. Some or all equipment will not be ordered until full progress payment(s) have been received.

4. Payment is due upon receipt of our invoice. Invoice balances not paid within ten (10) days after receipt shall bear interest payable to A.B.E. at the rate of 5% per month simple interest and/or a suspension of services.

5. Client agrees to pay all fees incurred by A.B.E., in addition to a $35 administrative fee, for checks returned for insufficient funds or any other reason.

C. Time

1. General. With respect to the scheduled completion of the Project phases, time is of the essence. If A.B.E. is delayed at any time in the progress of the work by Client, change orders, fire, labor disputes, acts of God, change in the Client personnel working on the project, inability to access Primary Contact personnel or information, other contractor delays, or other causes beyond A.B.E.’s control, the completion schedule for the work or parts of the work so effected shall be extended by the same amount of the time caused by the delay. A.B.E. is not be responsible for delays in delivery beyond A.B.E.’s control.

2. Coordination. Project timing and completion is subject to construction timing, schedules, and project logistics as well as lead times regarding product availability and delivery.

D. Estimation

1. Assumptions. A.B.E. attempts to identify assumptions and important aspects of the project that impact the time and money that it will take to accomplish the project. This assessment, and any estimate, is a best guess based on the professional experience and training of our staff. With respect to the development of custom software, it is impossible to identify all contingencies and the evolving desires of the Client.

2. Estimation Constraints. It is the responsibility of the client to apprise A.B.E. if budgetary constraints are more important than the targeted deliverables.

E. Changes in the Contract

1. Change Orders. The Client may order changes, additions, or modifications without invalidating the Contract. Such changes must be in writing and signed by the Client. A.B.E. shall provide the Client in writing the amount of additional costs or cost reductions resulting from changes ordered within 15 working days unless this requirement is waived in writing by the Client. Change Orders shall be signed and paid in full upon acceptance and shall not alter the contract’s payment schedule unless otherwise specified and agreed upon in writing.

2. Unforeseen Change. If the time to complete the necessary work exceeds the time estimated as required by the Client or their representative prior to acquiring an approved change order, caused by the Client’s failure to make a condition known, previously unknown circumstances, or any other condition not apparent in estimating the work specified, Client agrees to a back-charge at a rate of $85 per man hour for all unanticipated extra labor involved in completing the work.

3. Partial Services. If partial services are requested by the Client, A.B.E. reserves the right to adjust the prices listed in the proposal/estimate to reflect increased mobilization costs. Partial services are defined as a severe or complete reduction in the project scope or the equipment provided by A.B.E. after the proposal/estimate is signed or deposit is paid by the Client.

F. Products

1. Substitutions. A.B.E. reserves the right to replace proposed models in the case of obsolescence, discontinuation, or unavailability with a comparable model of equal or greater value (at an increased fee) upon customer approval. A.B.E. will not be held responsible or liable in any way for any proposed product’s obsolescence, discontinuation, or unavailability.

2. Acceptance. The products covered within the invoices shall be deemed finally inspected and accepted within ten (10) days after receipt thereof unless notice of claim is given in writing to the A.B.E. within that period.

G. Warranty and Service

1. A.B.E. Service Warranty. A.B.E. warranties labor involved in an installation for one year after completion of the work (“A.B.E. Service Warranty”). For all equipment purchased from A.B.E., A.B.E. agrees to assist the Client in obtaining the manufacturer’s warranty throughout the term of the said warranty.

2. Support Rendered by Phone. A.B.E reserves the right to charge for phone support starting 15 minutes after the beginning of the call. The rate for phone support is $85 per hour. The client must be informed when the 15 minutes troubleshooting period has elapsed and must consent to the rate before the A.B.E. representative continues giving phone support.

3. System Administration within Warranty Period. During the A.B.E Service Warranty, A.B.E will be the sole administrator of installed systems, including but not limited to networking components and automation components, without prior written consent from A.B.E. In the case the Client requests to receives administrative credentials for installed systems during the term of the warranty, they agree to void the remaining duration of the warranty and acknowledge that A.B.E may need to engage in a site visit to complete the changes to the administrative credentials prior to assignment.

4. Outside Hardware Installation and Hardware Modification. In the event, the Client modifies A.B.E. installed equipment or installs additional equipment onto A.B.E. systems, by themselves or through a 3rd party, and without prior written consent from A.B.E., the affected A.B.E. systems, and the parts thereof, will no longer be covered in the A.B.E. Service Warranty.

H. Confidential Information

1. Definition. “Confidential Information” means information not generally known and proprietary to the party or to a third party for whom A.B.E. is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the party, any vendor names, customer and supplier lists, databases, management systems, and sales and marketing plans of the party, any confidential secret development or research work of the party, or any other confidential information or proprietary aspects of the business of the party. All information which either party acquires or becomes acquainted with during the period of this Project, whether developed by the party or by others, which the party has a reasonable basis to believe to be Confidential Information, or which is treated by the party as being Confidential Information, shall be presumed to be Confidential Information.

2. Exclusion. Confidential Information shall not be deemed proprietary and the party shall have no obligation with respect to such information assets where the information assets are: (1) were known to the party prior to receiving any of the Confidential Information from Client; (2) have become publicly known through no wrongful act of the party; (3) were received by the party without breach of these Terms and Conditions from a third party without restriction as to the use and disclosure of the information; and (4) were ordered to be publicly released by the requirement of a government agency or order of Court.

3. Obligation of Confidentiality. In performing projects under these Terms and Conditions, A.B.E. may be exposed to and will be required to use certain Confidential Information of the Client. A.B.E. agrees that it and A.B.E.’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Client, or disclose such Confidential Information without the written authorization of the Client, either during or after the term of this Project, for as long as such information retains the characteristics of Confidential Information.

4. Trade Secrets. It is acknowledged by the Client that unauthorized copying, transfer or use of software or unauthorized disclosure of the Information may cause A.B.E. irreparable injury that cannot be adequately compensated for by means of monetary damages. It is therefore agreed that any breach of this section by the Client may be enforced by means of equitable relief (such as, but not necessarily limited to injunctive relief) in addition to any other rights and remedies that may be available.

I. Miscellaneous

1. Insurance. A.B.E. shall purchase and maintain such insurance necessary to protect Client from claims under worker’s compensation and from any related damage to the Client’s property resulting from the execution of this Contract.

2. Indemnity. Client hereby undertakes and agrees to indemnify and save harmless A.B.E., its officers, directors, and employees, from any and all liability, loss, damage, suits, debts, claims, expenses, etc., whatsoever, arising directly or indirectly from these Terms and Conditions or any ensuing Agreement including any patent, copyright, trade secret, or trademark infringement claims.

3. Waiver of Breach. The waiver by a party of a breach of any provision of these Terms and Conditions by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

4. Construction of Terms. If any provision of these Terms and Conditions is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

5. Successors and Assigns. These Terms and Conditions binds and benefits the parties to this Agreement and their respective permitted successors and assigns.

6. Notice.

a. Any notice permitted or required to be delivered by a party under these Terms and Conditions must be (i) in writing; (ii) delivered to the other party at its address listed below, or to such other address as the other party designates in writing in accordance with these Terms and Conditions; and (iii) sent by certified or registered mail, fax, or courier. Any notice so delivered is effective upon receipt. If to A.B.E.: A.B.E. Networks, 12250 Wilkins Avenue, MD 20852. A.B.E.’s Fax: (301) 495-8917. If to Client: To Client’s last known billing address if different from the Work address listed on the proposal/estimate.

b. If a party gives the other party notice on a day that is not a Business Day or after 5:00 pm on a Business Day, it is deemed received at 9:00 am on the next Business Day.

c. If a party rejects a notice, or the notice cannot otherwise be delivered in accordance with these Terms and Conditions, then the notice is deemed received upon its rejection or the inability to deliver it.

J. Jurisdiction, Venue and Attorney Fees

1. Any disputes or claims arising under this Contract or the work associated with it shall be exclusively brought in the courts of Montgomery County, Maryland. Both parties’ consent to jurisdiction and venue in the courts of Montgomery County, Maryland. The parties further agree that the prevailing party shall be awarded its attorney fees.