Alarm Agreement

Alarm System Sale, Installation and Monitoring Service Agreement

This Alarm Installation Agreement made on the between a corporation organized and existing under the laws of the state of , with its principal office located at referred to herein as Company, and a corporation organized and existing under the laws of the state of , with its principal office located at referred to herein as Customer.

Whereas, Company is engaged in the business of selling, equipping, furnishing and installing protective devices, as well as providing monitoring services for such devices and desires to enter into an agreement with Customer to install and provide monitoring service for said installed devices as outlined in Monitoring Service Request Form (Request Form), attached hereto as Exhibit A and made a part hereof; and

Whereas, Customer desires to purchase said monitoring devices and monitoring service from Company;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Company agrees to install the system and provide monitoring and notification services to Customer as more fully described in said Request Form.

2. Customer agrees to pay Company agrees to pay Company the sum of $ for said system and its service and installation on or before and the sum of $ per month beginning the month after said alarm system in installed and operational with the first payment to be prorated in accordance with the number of days left in the month after the system is installed and operational. Said monthly payment shall continue until said price of $ has been paid in full.

3. If Customer fails to pay any amount as provided herein, or if Customer falls to perform any other provision of this Agreement within 10 days after the request thereof from Company, Company shall have the right, but not be obligated, to exercise any one or more of the following remedies:

A. Recover the existing amount due from Customer and continue to service and monitor the system; or

B. Cancel all services to the Customer, and then recover the existing amount due from Customer including $ as the cost of cancellation of the services.

4. Service to Customer shall become effective only when the Company has installed the system and Company has sent an acceptable test signal on the monitoring equipment provided by the Company. Failure by Company to complete installation and accomplish an acceptable test signal on or before may, at the option of Customer, result in immediate cancellation of the Agreement and Company shall, as soon as practical, remove whatever installation has been accomplish and place the location of the installation in the same condition it was in before such installation took place.

5. Upon termination of this Agreement for any reason, Company will disconnect and/or deprogram the communications device of the alarm system as soon as practical.

6. The Company and Customer agree that the Company's sole and only obligation under this Agreement shall be to install the system and monitor signals received by means of the protective system and to respond thereto. Said system and the manner of response are more fully described in the Request Form attached hereto as Exhibit A.

7. Company shall not be liable for delay in installation of the system, or interruption of service due to strikes, flood, riots, fires, acts of God or any causes beyond control of the Company.

8. Company shall not be responsible for interruption in service due to any telephone or service failure, since signals to the Company are received by means of the telephone system. The availability of services and response times are governed by the telephone system.

9. It is understood and agreed that Company is not an insurer, and the payments provided for herein are based solely on the value of the monitoring system and service as set forth herein and are unrelated to the value of Customer’s property, or the property of others located on Customer’s premises. Company makes no guaranty or warranty including any implied warranty of merchantability or fitness that the services supplied will avert or prevent occurrences or the consequences for which the system or service is designed to detect or avert. Customer acknowledges that it is impractical and extremely difficult to fix damages, if any, which may proximately result from Company's negligence, a failure to perform any of the Company’s obligations herein, or the failure of the monitoring system to properly operate with resulting loss to Customer because of, among other things:

A. The uncertainty of the amount of value of Customer’s property or the property of others kept on the premises which lost, stolen, destroyed, damaged or otherwise affected by occurrences which the system is designed to detect or avert;

B. The uncertainty of the response time of any police or fire department, paramedic unit or others, should they be dispatched as a result of a signal being received;

C. The inability to ascertain what portion, if any, of any property loss, personal injury or death would be proximately caused by Company's failure to perform or by its equipment to operate; and

D. The nature of the service to be preformed by the Company.

10. Customer understands and agrees that if Company should be found liable to Customer for loss or damage due to Company's negligence or a failure of Company's monitoring service or monitoring equipment in any respect whatsoever, Company's liable shall be limited to an amount not to exceed $ and this liability shall be exclusive. The provisions of this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of the obligations imposed by this contract, or from negligence, active or otherwise, of Company, its agents, or employees.

11. Company agrees to pay for any licenses and all sales, use or business taxes or imposition by municipal, state and/or Federal authorities in connection with the services to be performed by the Company.

12. This Agreement will terminate on if not sooner terminated as described above.

13. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

17. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

18. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

19. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

20. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.