Business Alarm Agreement

BUSINESS ALARM AGREEMENT

This Business Alarm Agreement (“Agreement”) is entered into between Client Name: and Alarm Company Name: (collectively, the “Parties”), effective as of Effective Date: .

WHEREAS

WHEREAS, Client operates a business at Premises Address: and desires alarm, monitoring and related security services; and

WHEREAS, Alarm Company is duly qualified to provide installation, commissioning, monitoring and maintenance of alarm systems and has represented that it will provide such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. SCOPE OF WORK

Alarm Company shall furnish all labor, materials, equipment and supervision necessary to install, commission, test and, where applicable, monitor the alarm system described below at the Premises. Specific services to be provided are detailed in the Scope of Work and System Description.

2. PAYMENT TERMS

Client shall pay Alarm Company the sums set forth below. All sums are in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest at Late Fee Rate: per month (or the maximum lawful rate, if lower). Client shall also be responsible for collection costs, including reasonable attorneys' fees.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for cause upon material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): days after written notice. Either Party may terminate without cause upon Notice Period (days): days' prior written notice.

4. MONITORING, MAINTENANCE AND RESPONSE

Alarm Company shall provide monitoring services described in the Scope of Work. Client acknowledges monitoring is a service to notify authorities and designated contacts; Alarm Company does not guarantee any particular response time by public authorities.

Monitoring Services Selected: Burglary Fire Medical Video/Camera

5. CONFIDENTIALITY

Each Party shall maintain as confidential all nonpublic information received from the other Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information shall not include information that is publicly available through no fault of the receiving Party or independently developed without use of the disclosing Party’s Confidential Information.

The receiving Party shall use Confidential Information solely for performance of its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and are bound to protect it at least as strictly as provided herein. Required disclosures by law or valid legal process are permitted with prior notice to the disclosing Party when legally permissible.

6. LIMITATION OF LIABILITY; INSURANCE

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, including lost profits. Except as provided by applicable law, Customer’s sole and exclusive remedies are those set forth in this Agreement.

Client shall maintain property and liability insurance covering the Premises and shall name Alarm Company as a loss payee or additional insured with limits of not less than Insurance Minimum Limits: , or as otherwise required by law.

7. INDEMNIFICATION

Each Party (Indemnitor) shall indemnify, defend and hold harmless the other Party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising from the Indemnitor’s negligent acts or omissions or willful misconduct in connection with this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, or by other method agreed in writing.

9. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. Any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in the jurisdiction identified above.

This Agreement, including all attachments, schedules and written exhibits referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both Parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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