Business Guard Template

BUSINESS GUARD AGREEMENT

This Business Guard Agreement ("Agreement") is entered into as of between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client operates a business that requires protective, monitoring, compliance and risk-mitigation services to safeguard tangible and intangible assets; and

WHEREAS, Provider is engaged in the business of providing security consulting, monitoring, and preventative services including but not limited to operational assessment, incident response planning, and advisory services (collectively, the "Services"); and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the Services set forth in the Detailed Scope in a timely, workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

2. Payment Terms

Select payment schedule (check applicable):

One-time payment due within days of invoice

Recurring monthly payments of due on day of each month

Unpaid amounts shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Provider may suspend Services for invoices overdue by more than days following notice.

3. Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, terminates on End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) use the Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information when required by law or court order, provided it uses reasonable efforts to give prior notice to the disclosing party and to limit the scope of disclosure.

5. Indemnification and Limitation of Liability

Provider agrees to indemnify and defend Client from and against third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client agrees to indemnify and defend Provider from and against third-party claims arising from Client's breach of this Agreement or misuse of Provider's deliverables.

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. Notices

All notices hereunder must be in writing and shall be deemed given upon personal delivery, or three (3) business days after deposit in the mail via certified mail, or upon confirmed electronic delivery to an address provided above.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

8. Entire Agreement; Amendment; Severability

This Agreement, together with any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its business. The parties are independent contractors and nothing contained herein shall be deemed to create a partnership, joint venture or employment relationship.

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