Business Services Contract for Security LLC

BUSINESS SERVICES CONTRACT FOR SECURITY LLC

Parties and Effective Date

This Business Services Contract (the "Agreement") is entered into by and between Service Provider: , a company organized for security services, and Client Name: . The Effective Date of this Agreement is , .

Recitals

WHEREAS, Service Provider maintains personnel, equipment, training and licensing necessary to provide private security services and related protective services; and

WHEREAS, Client requires professional security services at the location(s) and times set forth in this Agreement and desires to engage Service Provider on the terms and conditions contained herein; and

WHEREAS, the parties intend for the provision of services under this Agreement to be on an independent contractor basis and to allocate risk and responsibility as described below.

Scope of Work

Payment Terms

Client shall pay Service Provider for the services described above in accordance with the following terms.

Any amount not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law), plus reasonable collection costs and attorney fees.

Term and Termination

This Agreement commences on , (the "Commencement Date"), and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon advance written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other in any form. The recipient shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as stringent as those in this Agreement. Confidential Information does not include information that is publicly available through no wrongful act of the recipient, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without restriction.

Insurance and Personnel

Service Provider shall maintain commercially reasonable liability, workers' compensation and other insurance coverages appropriate for security operations. Service Provider warrants that personnel assigned to Client are trained, licensed as required by law, and have undergone appropriate background screening. Client may, upon reasonable request, require verification of insurance and licensing.

Indemnification and Limitation of Liability

Each party indemnifies and holds harmless the other party from claims, losses and liabilities arising out of its own negligent acts or omissions or willful misconduct in performing this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Compliance with Laws

Each party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations under this Agreement, including licensing and employment laws applicable to security services.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation. If the parties are unable to resolve a dispute within thirty (30) days, the dispute will be submitted to mediation. If mediation fails, the dispute shall be submitted to binding arbitration administered in accordance with the arbitration rules agreed by the parties. The substantive law of the state of shall govern this Agreement, without regard to conflict of laws principles.

Assignment; Subcontracting

Neither party may assign this Agreement or subcontract material obligations without the prior written consent of the other party, which shall not be unreasonably withheld; provided that Service Provider may subcontract to qualified subcontractors while retaining responsibility for performance.

Entire Agreement; Amendments

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

Notices

Signatures

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