Business Services Guard O Matic

Business Services Guard O Matic

This Business Services Agreement ("Agreement") is entered into as of by and between:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

RECITALS

WHEREAS, Client desires to obtain from Service Provider certain business services related to security, monitoring, advisory, and automated guard operations using the Service Provider's proprietary "Guard O Matic" systems and associated personnel (collectively, the "Services");

WHEREAS, Service Provider represents that it has the necessary expertise, licenses, personnel, equipment and systems to perform the Services in a professional and workmanlike manner and desires to provide such Services pursuant to the terms and conditions set forth in this Agreement;

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

SCOPE OF WORK

Service Provider shall furnish all labor, supervision, equipment, software, reports and incident response described in the Scope of Work. Service Provider will perform the Services in accordance with applicable laws, industry standards for security services, and the schedule set forth in the Scope of Work.

PAYMENT TERMS

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus a late fee of for any invoice overdue by more than days. Client shall also reimburse reasonable collection costs, including attorney fees, for delinquent sums.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the intended termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days following written notice of breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and security information disclosed by one party to the other, whether in written, oral, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes system configurations, security protocols, incident reports, client lists, pricing, and any data obtained in the course of performing the Services.

Each party agrees to (a) maintain the confidentiality of the other's Confidential Information using at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein. The foregoing obligations shall not apply to information that: (i) is or becomes public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the party required to disclose gives prompt written notice to the disclosing party to allow it to seek protection.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain, at its expense, commercial general liability and professional liability insurance appropriate to the Services. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement, subject to any limitations expressly stated herein.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, and the aggregate liability of either party for direct damages shall be limited to the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the competent courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

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