Business Services Central Station Agreement

BUSINESS SERVICES CENTRAL STATION AGREEMENT

This Business Services Central Station Agreement (the Agreement) is entered into on by and between:

Client Name: , Client Address:

Provider Name: , Provider Address:

RECITALS

WHEREAS, Client operates a business at the premises identified above and desires continuous monitoring and notification services for alarm events, access control, and related security services; and

WHEREAS, Provider operates a certified central station and is willing to provide monitoring, event processing, and communication services to Client under the terms set forth in this Agreement; and

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

1. SCOPE OF WORK

Services shall include continuous monitoring of signals transmitted by Client's approved alarm system, verification and processing of alarm signals in accordance with Provider's operating procedures, and notification to designated contacts or emergency services as directed by Client. Provider shall maintain reasonable written operating procedures and shall use commercially reasonable efforts to staff and operate the central station in accordance with industry standards.

2. SERVICES, EQUIPMENT AND RESPONSIBILITIES

Service Types (check all that apply):

Intrusion/Burglary Monitoring
Fire Monitoring
Panic/Auxiliary Alarm
Access Control Monitoring
Video/Event Verification Monitoring

Client is responsible for maintenance, testing, and repair of all equipment unless Provider expressly agrees in writing to supply and maintain equipment. Provider's obligation is limited to monitoring signals received by the central station; Provider does not guarantee response times of emergency services or third-party responders.

3. PAYMENT TERMS

Payments are due within days of invoice. Past due amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

4. TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. Provider may immediately suspend services if Client fails to pay undisputed amounts within the payment period or otherwise materially breaches this Agreement and fails to cure within 10 days of written notice.

Termination shall not relieve Client of its obligation to pay all amounts accrued through the effective date of termination, including any applicable early termination fees set forth in this Agreement.

5. CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public information obtained from the other party in connection with this Agreement, including alarm event data, response protocols, account passwords, and contact lists. Confidential information shall not be disclosed except to employees, agents, subcontractors, or emergency responders who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein, or as required by law.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Client shall indemnify, defend and hold Provider harmless from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's negligence, willful misconduct, or failure to maintain equipment. Provider's liability for damages arising out of or related to this Agreement shall be limited to direct damages and in no event shall Provider be liable for indirect, incidental, special, punitive or consequential damages, including loss of business or profits. The parties acknowledge that the limitations set forth herein are an essential element of the bargain between them.

7. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, labor disputes, acts of government, telecommunications failure, power outages, or other force majeure events; provided that the affected party provides prompt written notice to the other and uses commercially reasonable efforts to resume performance.

8. NOTICES

9. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws rules. The parties agree that venue for any legal action relating to this Agreement shall lie in the appropriate state or federal courts having jurisdiction over said state.

This Agreement, including all attachments and exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings concerning the subject matter hereof. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement in connection with a sale of substantially all of its assets or corporate merger provided that the assignee assumes Provider's obligations.

Independent Contractor: Provider is an independent contractor and not an agent or employee of Client. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

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