1. Inspection Service. Subscriber agrees to pay MSI for inspection service the sum of ____________ , per year, plus tax, (unless tax exempt), payable in advance for the term of this agreement. All payments being due upon receipt.  Tests listed where applicable are to be performed at a frequency of one test per year, initial test to commence one year following initial installation.

MSI SHALL PERFORM THE FOLLOWING INSPECTIONS TO EQUIPMENT INSTALLED AT SUBSCRIBERS LOCATION:

• • • • Check & test Main Server – Database Cleanup
      • Check & test System updates, corrupt log files
      • Check & test Access control main control panel, (s)
      • Check & test Access control card, proximity reader, & keypad functions
      • Check & test Access control door hardware, electronic locks, Request-To-Exit PIR sensors & switches
      • Check & test PC interface & software functions.

2. Equipment Inspection. An operational or electronic test of all installed devices will be performed at the frequency indicated.
3. Repair Service: Subscriber agrees to pay MSI for repair service on a per call basis for service for all parts and labor at time of service. Service will be billed at our standard labor rate of $125/hr in effect at the time service is performed.  Service might not be performed at time of test and inspection.
4. The term of this agreement shall be for a period of 1 year. This agreement shall renew itself month to month thereafter under the same terms and conditions, unless either party terminates this agreement by sending written notice by certified mail, return receipt requested, to the other party 60 days prior to the renewal period.
5. This agreement does not include test & inspection of security detection or fire detection devices.
6. MSI does not represent nor warrant that the installed equipment will prevent any loss, damage or injury to person or property, by reason of burglary, theft, hold-up, fire, smoke, equipment failure or otherwise, or that the installed equipment will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that MSI is not an insurer, and that subscriber assumes all risk for loss or damage to Subscriber’s premises or its contents. MSI has made no representations or warranties, and hereby disclaims any warranty of merchantability or fitness for any particular use.  Subscriber’s exclusive remedy for MSI’s default hereunder is to require MSI to repair or replace, at MSI’s option, any equipment covered by this contract which is non-operational. Subscriber authorizes MSI to access the control panel to input or delete data and programming.  The customer is to provide hi-lift for access to any devices located above 10 feet in height.
7. Subscriber agrees that MSI is not an insurer and no insurance coverage is offered herein. The security equipment is designed to reduce certain risks of loss, though MSI does not guarantee that no loss will occur. MSI is not assuming liability, and, therefore shall not be liable to Subscriber for any loss, personal injury or property damage sustained by Subscriber as a result of burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause, whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by MSI negligent performance, failure to perform any obligation or strict products liability. Subscriber releases MSI from any claims for contribution, indemnity or subrogation. MSI agrees to perform their duties in a professional competent manner and agrees to correct and/or repair any damage caused by MSI.  This indemnification only applies to claims by third parties.
8. Subscriber agrees that should there arise any liability on the part of MSI as a result of MSI’s negligent performance to any degree, failure to perform any of MSI’s obligations, equipment failure or strict products liability, that MSI’s liability shall be limited to the sum of six times the monthly payment at time liability is fixed or the sum of $1,500, whichever is greater. If Subscriber wishes to increase MSI’s maximum amount of MSI’s limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with MSI’s increased liability. This shall not be construed as insurance coverage.
9. Subscriber agrees to and shall indemnify and hold harmless MSI, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Subscriber, including reasonable attorney’s fees, and losses asserted against and alleged to be caused by MSI’s performance, negligent performance or failure to perform its obligations. Parties agree that there are no third party beneficiaries of this contract. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber’s insurance carrier may otherwise have against MSI or its subcontractors arising out of this agreement or the relation of the parties hereto.  Subscriber shall not be permitted to assign this contract without MSI’s consent.  MSI shall be permitted to assign this contract and upon such assignment shall be relieved of further obligation under this contract.
10. Any action by subscriber against MSI must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against MSI must be based on the provisions of this agreement. Any other action that subscriber may have or bring against MSI in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.
11. The Subscriber shall have the sole responsibility to obtain insurance to cover risks, losses, damages, injuries, death and other effects of burglary, fire, physical dangers or medical problems affection you, your family or any other persons who may be in or near your location, you will release, defend, indemnify and hold MSI and its authorized contractors harmless from and against claim or liability for any risk loss, property damage, personal injury, death and other effects mentioned above.
12. MSI shall have no liability for false alarms, false alarm fines, police response, or the refusal of the police to respond. In the event of termination of police response by the municipal police this contract shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein.  Subscriber shall indemnify and hold MSI harmless for all false alarm fines, alarm permit fees or other charges imposed by any municipality, including MSI’s attorney’s fees, arising out of the equipment or MSI’s services related thereto, excluding sales or income tax, if any.  Should MSI be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement subscriber agrees to pay MSI for such service or material.
13. Testing of Security Detection System: The parties hereto agree that the equipment, once installed, is in the exclusive possession and control of the Subscriber, and except for MSI’s scheduled Inspections, it is Subscriber’s sole responsibility to test the operation of the security detection equipment and to notify MSI if any equipment is in need of repair.  MSI shall not be required to service the fire detection equipment. If fire detection equipment testing & inspection is required, a separate agreement for that service is available. Nothing contained herein shall be construed to require Subscriber to request service from MSI or require MSI to provide per call Repair Service.  Subscriber may request Repair Service from third parties and MSI shall have no responsibility for the performance of third parties engaged by Subscriber.  Subscriber agrees to test and inspect the installed equipment and to advise MSI of any defect, error or omission in the equipment.  The Subscriber must supply MSI with any ladders or scaffolding to test any device over 10 feet above the finished floor.
14. MSI shall not be liable for any damage or loss sustained by Subscriber as a result of delay in installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes, including MSI’s negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. The Subscriber shall allow MSI  free access to all areas that require inspection and shall pay a re-inspection fee for return visits to inspect areas not previously accessible.
15. In the event MSI prevails in any legal proceedings between the parties, Subscriber shall pay MSI’s attorney’s fees. The parties waive trial by jury in any action between them. Provided Inspection service is included in this contract and Subscriber has agreed to pay a fixed amount for Inspection service pursuant to paragraph 1, the parties agree that due to the nature of the services to be provided by MSI, the payments to be made by subscriber for the term of this agreement are an integral part of MSI’s anticipated profits and in the event of subscriber’s breach of this agreement it would be difficult if not impossible to reasonably estimate MSI’s actual damages. Therefore, in the event of subscriber’s default of this agreement subscriber shall pay to MSI 80% of the balance due for the term of this agreement as liquidated damages. MSI may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement and shall be permitted to terminate all its services under this agreement without relieving Subscriber of any obligation herein.
16. Subscriber agrees that MSI is authorized and permitted to subcontract any services to be provided by MSI to third parties who may be independent of MSI, and that MSI shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to MSI’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and third party indemnification, inure to the benefit of and are applicable to any assignee, subcontractors and communication centers of MSI.
17. This agreement constitutes the full understanding of the parties and may not be amended or modified or canceled except in writing signed by both parties, except that in the event MSI issues a UL certificate to Subscriber, MSI will comply with Underwriters Laboratory Inc. or any local law requirements regarding items of protection provided for in this agreement. This contract shall be governed by the laws of the State of Wisconsin. Should any provision of this agreement be deemed void,  all other provisions will remain in effect.

1. Inspection Service. Subscriber agrees to pay MSI for inspection service the sum of ____________ , per year, plus tax, (unless tax exempt), payable in advance for the term of this agreement. All payments being due upon receipt.  Tests listed where applicable are to be performed at a frequency of one test per year, initial test to commence one year following initial installation.

MSI SHALL PERFORM THE FOLLOWING INSPECTIONS TO EQUIPMENT INSTALLED AT SUBSCRIBERS LOCATION:

• • • • Check & test main security detection control panel (s) & central station communications DACT
      • Check & test interconnection wiring for continuity
      • Check & test wireless devices for proper operation
      • Check & test all perimeter door contacts
      • Check all other sensors including motion, glassbreak, & environmental sensors
      • Check system batteries and replace at 4 year intervals
      • Check internal & external sounding devices, lights & strobes

2. Security Detection Equipment Inspection. An operational or electronic test of all devices will be performed at the frequency indicated.
3. Fire Detection Equipment testing & inspection is not included in this agreement. If fire detection equipment testing & inspection is required, a separate agreement for that service is available.
4. Repair Service: Subscriber agrees to pay MSI for repair service on a per call basis for service for all parts and labor at time of service. Service will be billed at our standard rate of $125/hr in effect at the time service is performed.  Service might not be performed at time of test and inspection.
5. The term of this agreement shall be for a period of 1 year.  This agreement shall renew itself month to month thereafter under the same terms and conditions, unless either party terminates this agreement by sending written notice by certified mail, return receipt requested, to the other party 60 days prior to the renewal period.
6. MSI does not represent nor warrant that the security detection equipment will prevent any loss, damage or injury to person or property, by reason of burglary, theft, hold-up, fire, smoke, equipment failure or otherwise, or that the fire detection equipment will in all cases provide the protection for which it is installed or intended. Subscriber acknowledges that MSI is not an insurer, and that subscriber assumes all risk for loss or damage to Subscriber’s premises or its contents. MSI has made no representations or warranties, and hereby disclaims any warranty of merchantability or fitness for any particular use.  Subscriber’s exclusive remedy for MSI’s default hereunder is to require MSI to repair or replace, at MSI’s option, any equipment covered by this contract which is non-operational. Subscriber authorizes MSI to access the control panel to input or delete data and programming.  The customer is to provide hi-lift for access to any detection devices located above 10 feet in height.
7. Subscriber agrees that MSI is not an insurer and no insurance coverage is offered herein. The security detection equipment is designed to reduce certain risks of loss, though MSI does not guarantee that no loss will occur. MSI is not assuming liability, and, therefore shall not be liable to Subscriber for any loss, personal injury or property damage sustained by Subscriber as a result of burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause, whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by MSI negligent performance, failure to perform any obligation or strict products liability. Subscriber releases MSI from any claims for contribution, indemnity or subrogation. MSI agrees to perform their duties in a professional competent manner and agrees to correct and/or repair any damage caused by MSI.  This indemnification only applies to claims by third parties.
8. Subscriber agrees that should there arise any liability on the part of MSI as a result of MSI’s negligent performance to any degree, failure to perform any of MSI’s obligations, equipment failure or strict products liability, that MSI’s liability shall be limited to the sum of six times the monthly payment at time liability is fixed or the sum of $1,500, whichever is greater. If Subscriber wishes to increase MSI’s maximum amount of MSI’s limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with MSI’s increased liability. This shall not be construed as insurance coverage.
9. Subscriber agrees to and shall indemnify and hold harmless MSI, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Subscriber, including reasonable attorney’s fees, and losses asserted against and alleged to be caused by MSI’s performance, negligent performance or failure to perform its obligations. Parties agree that there are no third party beneficiaries of this contract. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber’s insurance carrier may otherwise have against MSI or its subcontractors arising out of this agreement or the relation of the parties hereto.  Subscriber shall not be permitted to assign this contract without MSI’s consent.  MSI shall be permitted to assign this contract and upon such assignment shall be relieved of further obligation under this contract.
10. Any action by subscriber against MSI must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against MSI must be based on the provisions of this agreement. Any other action that subscriber may have or bring against MSI in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.
11. The Subscriber shall have the sole responsibility to obtain insurance to cover risks, losses, damages, injuries, death and other effects of burglary, fire, physical dangers or medical problems affection you, your family or any other persons who may be in or near your location, you will release, defend, indemnify and hold MSI and its authorized contractors harmless from and against claim or liability for any risk loss, property damage, personal injury, death and other effects mentioned above.
12. MSI shall have no liability for false alarms, false alarm fines, police response, or the refusal of the police to respond. In the event of termination of police response by the municipal police this contract shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein.  Subscriber shall indemnify and hold MSI harmless for all false alarm fines, alarm permit fees or other charges imposed by any municipality, including MSI’s attorney’s fees, arising out of the fire detection equipment or MSI’s services related thereto, excluding sales or income tax, if any.  Should MSI be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement subscriber agrees to pay MSI for such service or material.
13. Testing of Security Detection System: The parties hereto agree that the security equipment, once installed, is in the exclusive possession and control of the Subscriber, and except for MSI’s scheduled Inspections, it is Subscriber’s sole responsibility to test the operation of the security detection equipment and to notify MSI if any equipment is in need of repair.  MSI shall not be required to service the fire detection equipment. If fire detection equipment testing & inspection is required, a separate agreement for that service is available. Nothing contained herein shall be construed to require Subscriber to request service from MSI or require MSI to provide per call Repair Service.  Subscriber may request Repair Service from third parties and MSI shall have no responsibility for the performance of third parties engaged by Subscriber.  Subscriber agrees to test and inspect the security detection equipment and to advise MSI of any defect, error or omission in the security detection equipment.  The Subscriber must supply MSI with any ladders or scaffolding to test any device over 10 feet above the finished floor.
14. MSI shall not be liable for any damage or loss sustained by Subscriber as a result of delay in installation of equipment, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes, including MSI’s negligence or failure to perform any obligation. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. The Subscriber shall allow MSI  free access to all areas that require inspection and shall pay a re-inspection fee for return visits to inspect areas not previously accessible.
15. In the event MSI prevails in any legal proceedings between the parties, Subscriber shall pay MSI’s attorney’s fees. The parties waive trial by jury in any action between them. Provided Inspection service is included in this contract and Subscriber has agreed to pay a fixed amount for Inspection service pursuant to paragraph 1, the parties agree that due to the nature of the services to be provided by MSI, the payments to be made by subscriber for the term of this agreement are an integral part of MSI’s anticipated profits and in the event of subscriber’s breach of this agreement it would be difficult if not impossible to reasonably estimate MSI’s actual damages. Therefore, in the event of subscriber’s default of this agreement subscriber shall pay to MSI 80% of the balance due for the term of this agreement as liquidated damages. MSI may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement and shall be permitted to terminate all its services under this agreement without relieving Subscriber of any obligation herein.
16. Subscriber agrees that MSI is authorized and permitted to subcontract any services to be provided by MSI to third parties who may be independent of MSI, and that MSI shall not be liable for any loss or damage sustained by Subscriber by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to MSI’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and third party indemnification, inure to the benefit of and are applicable to any assignee, subcontractors and communication centers of MSI.
17. This agreement constitutes the full understanding of the parties and may not be amended or modified or canceled except in writing signed by both parties, except that in the event MSI issues a UL certificate to Subscriber, MSI will comply with Underwriters Laboratory Inc. or any local law requirements regarding items of protection provided for in this agreement. This contract shall be governed by the laws of the State of Wisconsin. Should any provision of this agreement be deemed void,  all other provisions will remain in effect.