Payment Schedule and AgreementClient Name

This Agreement is made and entered into this 14th day of January, 2013, by and between:

Electronics Design Group, Inc. 60 Ethel Rd. W, STE 5, Piscataway, New Jersey 08854

(hereinafter referred to as EDG)Registration # 13VH00790000Systems Consultant: Bob Gullo

ANDClient Name

(hereinafter referred to as Client)

1. Services: EDG agrees to sell, install and maintain the proposed system(s) set forth in Schedule “A” in the building being constructed/remodeled pursuant to terms set forth below at Client address, for the sum of $ , to be paid in accordance with the following schedule:

SYSTEM TOTAL: $

1. 10% deposit on execution of this contract $ 2. 20% prior to prewire $ 3. 20% prior to trim $ 4. 20% prior to ordering equipment $ 5. 20% upon delivery of equipment racks $ 6. 5% upon substantial completion and beneficial use $ 7. 5% final payment after final billing $

TOTAL PAYMENTS: $

This does not include any additional charges set forth herein.

2. The equipment and all facets of the installation shall have a one year warranty from the date of the substantial completion and beneficial use of the installation. If any manufacturers’ warranties extend beyond a one year period, EDG will only charge for labor associated with the removal and/or replacement of the equipment during the manufacturer’s warranty period of the equipment in question.

3. EDG’s employees are covered by Workman’s Compensation Insurance and a $5,000,000 general liability policy.

4. EDG has in full force and effect a commercial general liability policy. The certificate of insurance with the carrier’s phone number is attached hereto and made a part hereof.

5. EDG does not warrant any wiring run by others, but will be available to repair damaged or defective wiring by others at the rate of $170.00 per hour. Any insufficient electrical services (specifically: faulty grounding) may cause problems with the operation of the equipment.

6. Power losses, surges, brownouts, etc., cannot be anticipated. If those occurrences create any problems during the implementation or thereafter, EDG will assist in solving those problems at an additional charge of $170.00hr, plus the cost to repair or replace any damaged equipment. Acts of God, including, but not limited to, lightning strikes, water, flood or wind damages, are not covered on any equipment or materials at any time, during or after  implementation. Any additional costs to remedy such issues shall be billed accordingly. 

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7. The placement of speakers, jacks and control devices will be carried out as specified at the outset of the installation. Any Client-requested deviation from the original plan will be charged at the rate of $170.00 per hour.

8. Every attempt is made to provide proper FM broadcast reception. EDG cannot guarantee reception of every desired station and/or the signal quality based on terrestrial or electrical interference. AM reception is not guaranteed by EDG.

9. This Agreement includes all necessary labor and programming to install the proposed system, including meetings with various trades. In addition, up to three (3) hours of Client instruction and tutorial of the system operation is included. If additional on-site instructions or tutorial are needed, such additional time will be billed at the rate of $170.00 per hour. This proposal does not include the repair of any sheetrock, painting, spackle, electrical work or carpentry that may be required to install the system. Said repairs are the sole responsibility of the Client and shall be performed at the Client’s sole cost and expense. EDG can perform those services, at EDG’s option, for an additional cost agreed upon with the Client.

10. If the Client permits any other person or entity other than EDG and its designees to make alterations or repairs to any hardware or software covered by this Agreement without the prior written consent of EDG, EDG shall be relieved of all liability hereunder with respect to the hardware or software altered or repaired.

11. In the event Client purchases any equipment related to or associated with work described herein from any entity other than EDG, or said equipment is installed by any entity other than EDG, EDG shall then be relieved from any and all responsibility for any and all problems, deficiencies or the like on said equipment and/or as a result of said installation. EDG shall be held harmless by Client from any and all liability or damages as a result of said equipment and/or installation and any work related thereto.

12. Any deviation from this Agreement, including but not limited to, additions of equipment and/or any installation or change(s) in the equipment ordered related to work described herein shall be made only in writing and signed by all parties to this Agreement.

a. Any additions to work performed, as described in this Agreement, to which EDG agrees will be paid for in full by Client prior to the performance of such additional work and prior to any equipment being ordered.b. Any change orders to this Agreement to which EDG agrees to perform will be paid for in full by Client prior to execution of said change orders.

13. EDG agrees to contact Client prior to the ordering of final system hardware. At Client’s option, hardware can be removed or changed in this Agreement provided said removal or change is evidenced in writing, transmitted by certified mail/return receipt requested, hand-delivered to EDG, or delivered via an overnight delivery service at Client’s expense, and is signed by all parties executing this Agreement. After the purchase of equipment pursuant to the work described in this Agreement, any change orders to the equipment will include a fifteen percent (15%) re-stocking fee. If said equipment is on site and boxes have been opened, any change order to the equipment associated with work described in this Agreement will result in a twenty percent (20%) re-stocking fee. Said fees are in addition to any costs associated with work to be performed pursuant to this Agreement.

14. If other trades are involved in this project EDG will, upon request by Client, supply any and all pertinent information to said trades. It is the sole and explicit responsibility of those trades and Client to request this information from EDG in writing. By way of example, if a client and/or tradesman fails to consult with EDG prior to the construction of a cabinet for the equipment installed by EDG, then in that event, EDG shall not be liable and shall be held harmless for any problems arising from such failure by Client and/or tradesman to consult with EDG.

15. All invoices submitted by EDG to Client are due and payable upon receipt. Invoices not paid within thirty (30) days will accrue interest at a rate of seven percent (7%) per annum.

16. Said payments by Client not made in accordance with the terms of this Agreement shall constitute default by Client. Such default shall entitle EDG to terminate all work relative to this Agreement until said default is cured. EDG shall notify Client of the default by certified mail/return receipt requested and email or facsimile. If said default is not cured within ten (10) days of notification, EDG shall have the right to take possession of any and all equipment associated with this Agreement in an amount equal to the default and/or seek restitution. EDG has the absolute right, at its sole discretion to file UCC financing statements and security agreements with regard to said equipment until the project is completed.

17. EDG will maintain the installed system set forth in accordance with their Plan name Maintenance Plan (hereinafter referred to as Plan) one or three year(s) commencing on the date of substantial completion:

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a. Systems: This Agreement covers preventive maintenance for the systems and associated equipment installed by EDG per the terms and conditions subsequently set forth. EDG will use trained technicians directly employed and supervised by EDG. They will be qualified to keep these systems properly adjusted and in proper operating condition.

b. Scheduling: EDG will perform scheduled maintenance visits during normal business hours (Monday to Friday, 8:00 am to 4:30 pm) at intervals set forth by your Plan’s benefits (see attached Addendum A). All preventive maintenance visits will be conducted in accordance with our Preventive Maintenance Checklist (see attached Addendum B). Excluded from this Agreement is maintenance for systems and/or devices not furnished or installed by EDG, personal computers, laptops, portable data appliances (PDAs), portable music appliances (i.e. iPods), printers, fax machines, or all-in-one copiers. Maintenance for these items can be performed on a time and materials basis per the discounts included in your Plan.

c. Equipment Malfunctions: During the normal course of performing maintenance, an equipment malfunction may be discovered. Devices that are no longer covered by the manufacturer’s warranty may be repaired or replaced at the Client’s discretion per the discount set forth for replacement parts/repairs in your Plan. Labor to diagnose, remove, re-install and test the repaired or replacement device will be performed on a time and materials basis. Applicable labor discount will be applied per Plan benefits..d. Multimedia Systems: For the purpose of this Agreement, any firmware or software upgrades for multimedia systems that are required by the manufacturer will be treated as a repair or replacement of the affected equipment. The associated discount set forth by your Plan’s benefits will be applied to the final invoice.

e. Equipment Upgrades: From time-to-time, the Client may wish to perform upgrades to or purchase additional devices for installed systems. Under the terms of your Plan, a Client Care discount will be applied for all hardware purchases with the exception of televisions, video products, and personal computers. Professional services to integrate the additional hardware will be provided on a time and materials basis. Applicable labor discount will be applied per Plan benefits.

f. Relationship to warranties: Your Maintenance Plan is not an extended warranty. Equipment purchased from EDG is covered by the respective manufacturers’ limited warranties. Labor provided during the original system installation is guaranteed against defects in workmanship for a period of one year commencing on the date of substantial completion. Labor provided for maintenance, repairs, and simple upgrades is guaranteed against defects in workmanship for a period of 90 days from date services were rendered.

g. Rates: Professional services not covered by your Plan will be provided on a time and materials basis. If your Plan entitles you to a discount, this will be applied to your final invoice. Labor rates for said services are locked in for the length of this Agreement (refer to Addendum C – Fee Schedule).

h. Transferability: If you sell your home prior to the expiration of this Agreement, the remaining portion of your Agreement is fully transferable to the new homeowner.

18. The Client shall bear any and all costs of any action initiated by EDG to enforce or to defend any of its rights created as defined in this Agreement. EDG will further be entitled to receive payment of its legal fees if it prevails in any such action and/or defense of any action instituted by Client.

19. In the event of a default by EDG, the Client must notify EDG via certified mail/return receipt requested, and via email, providing documented, detailed explanation of said alleged default. EDG will then have five (5) days from the receipt of notification to commence work to cure said default, and thirty (30) days from the date EDG receives associated hardware. If EDG holds that the alleged default is without merit, EDG will respond via documented, detailed written explanation. Said explanation shall be submitted to Client via certified mail/return receipt requested, or via facsimile. Client’s damages in the event of any such default are limited to the cost in labor and equipment to repair the default.

20. Full payment shall be made within 30 days of final billing. If client disputes any of the final billing, said notice shall be submitted in writing via certified mail and email within twenty (20) days of receipt of final billing. Client must pay all bills not in dispute.

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21. If a provision of this Agreement is declared null and void for any reason, this Agreement shall remain in full force and effect except for any such voided provision.

22. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey. This Agreement may be signed in several counterparts, each of said counterparts shall be deemed as an original.

23. Any dispute between the parties which arises out of the terms and/or conditions of this Agreement and/or any of the work associated therewith shall be heard in arbitration before the American Arbitration Association in Bergen County, New Jersey, unless otherwise agreed to by the parties.

24. You may cancel this contract at any time before midnight of the third business day after receiving a copy of this contract. If you wish to cancel this contract you must personally deliver a signed and dated written notice of cancellation to Bob Gullo, President, Electronics Design Group, Inc., 60 Ethel Road West, Suite 5, Piscataway, New Jersey 08854, phone (732) 650-9800. If you cancel this contract within the three day period, you are entitled to a full refund of your money. Refunds will be made within thirty days of the cancellation notice.

25. This Agreement represents the entire understanding and agreement between the parties. This Agreement between said parties supersedes any and all previous proposals, agreements, oral or written, and all previous negotiations and other communications between said parties.

26. The terms and conditions of this Agreement cannot be modified or waived except in writing signed by all the parties hereto. A waiver by EDG or Client of any provision of this Agreement in any one clause shall not constitute a waiver as to any other clause of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers this 14th day of January, 2013.

________________________________ ________________________________(Signature) Client Name by Bob Gullo, PresidentDated: __________________________ for Electronics Design Group Inc.

Dated: ________________________

Project Amount: $

Electronics Design Group, Inc.60 Ethel Rd. W, STE 5, Piscataway, NJ 08854

(732) 650-9800 Fax (732) 650-1250

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Addendum APlan Benefits – Gold, Silver, Bronze

Given the sophistication of today’s technology, system outages can happen at any time. An EDG Maintenance Plan is the answer, providing both proactive maintenance to prevent breakdowns and rapid priority response to an emergency. Our preventive Maintenance Checklist outlines the items technicians will check during scheduled maintenance visits. You’ll get a detailed report informing you of tasks completed, potential trouble spots, and suggestions for system upgrades. Our programs include preventive maintenance visits, priority dispatching for urgent service, and discounts on both service and upgrades. Remember, a well maintained automobile will operate longer and at a higher level of performance, the same is true for Technology systems.

Maintenance Plans Gold Silver BronzePreventive maintenance visits 2 per year 1 per year 1 per year

On site technology assessments Included Included Included

Help desk support (remote phone support) 1 Included 10% Discount 5% Discount

On site response time 2 Next Business Day

5 Business Days

7 Business Days

Travel Time 3 Up to 2 hours Up to 1 hour Up to 1 hour

Technical labor & professional services 15% Discount 10% Discount 5% Discount

Equipment Replacement 4 10% off 5% off ---

Equipment repair costs 10% off 5% off ---

Theater/media system calibration (audio & video) 1 per year --- ---

Pre-party Checkup 1 per year --- ---

Emergency, weekends, after hours & holiday service calls 15% off --- ---

Shipping for parts/repairs Expedited --- ---

Pricing 5

Three Year Plan – Avg. Savings 10% $15,999.00 $2,999.00 $1,599.00

One Year Plan $5,999.00 $1,099.00 $599.00

(1) Up to 10 hours a year(2) After remote phone support(3) Travel time billed at ½ hour rate after allotted time(4) Excludes TV, Video, IT products, or New Projects(5) Plus sales tax

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Addendum B Preventive Maintenance Checklist

Preventive Maintenance Check ListCheck batteries for all remotes (replace as needed)

Check batteries for battery back-up devices (replace as needed)

Blow out dust from all electronic components

Inspect all equipment for wear

Wipe down video monitors and touch screens

Calibrate touchscreens, if applicable

Verify all connectors are seated properly for head-end components

Verify all external infrared devices are secured properly

Clean out projector filters, if applicable

Check lamp hours on projectors, if applicable

Thoroughly test EDG supplied remote controls

Check free space on media center server hard drives, if applicable

Adjust, test and or balance, bass, treble settings for multi-room audio system

Test outdoor music systems, if applicable (Spring/Summer)

Test transport functions and motors for DVD & CD players

Conduct a general clean-up at head-end equipment locations

Test camera DVR for recordings & functionality, if applicable

Check for latest firmware or updates to equipment

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Addendum C Service Fee Schedule

Location Non-Plan Rate 5 Gold 5 Silver 5 Bronze 5

NJ 1 $199.00 $169.15 $179.10 $189.05NJ 2 $135.00 $114.75 $121.50 $128.25NJ 3 $170.00 $144.50 $153.00 $161.50NY, PA, CT 1 $229.00 $194.65 $206.10 $217.55NY, PA, CT 2 $145.00 $123.25 $130.50 $137.75NY, PA, CT 3 $181.00 $153.85 $162.90 $171.95Emergency 1 $299.00 $255.00 $269.10 $284.05Emergency 2 $175.00 $145.00 $157.50 $166.25Emergency 3 $185.00 $157.00 $166.50 $175.75Scheduled Weekend or Evening 1 $299.00 $255.00 $269.10 $284.05Scheduled Weekend or Evening 2 $175.00 $145.00 $157.50 $166.25Scheduled Weekend or Evening 3 $185.00 $157.00 $166.50 $175.75Help Desk 4 $150.00 Zero $135.00 $142.50Equipment Repairs As Quoted 10% off 5% off As QuotedEquipment Replacement As Quoted 10% off 5% off As Quoted

(1) For technician arrival including 1st hour.(2) For each additional hour technician billed in 15 min increments.(3) For advanced support-engineer, programmer, project manager billed (on or off site) in 15 min increment. $50.00 minimum charge.(4) For help desk phone support billed in 15 min increment (on or off site). $50.00 minimum charge.(5) All rates are based on credit card payment only. We do not invoice for service.(6) The above rates are labor only. Parts, repairs, or replacement equipment at additional charge.

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