Business Services GuardOMatic

Business Services Agreement — GuardOMatic

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: with principal address , and Client: with principal address .

Recitals

WHEREAS, Service Provider is engaged in the business of providing security-related business services, monitoring, maintenance, and related technical support (collectively, the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the scope, payment, confidentiality and other obligations of the parties in connection with the Services.

1. Scope of Work

1.1 Services. Service Provider shall perform the Services described below in a professional and workmanlike manner in accordance with applicable industry standards.

1.2 Change Orders. Any material change in the scope, schedule or deliverables must be set forth in a written change order signed by both parties and, where applicable, shall state any adjustments to fees or schedule.

2. Payment Terms

2.1 Fees. As full consideration for the Services, Client shall pay Service Provider the fees set forth below in U.S. dollars, exclusive of taxes unless otherwise stated.

2.2 Late Payments. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated monthly and compounded. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to recover unpaid amounts.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3.4 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product for which it has been paid.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Each party shall: (a) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exclusions and Compelled Disclosure. Confidential Information does not include information that is (i) or becomes generally known to the public through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

5. Representations; Insurance; Compliance

Each party represents that it has full power and authority to enter into this Agreement. Service Provider shall maintain commercial general liability insurance and any additional insurance reasonably required for performance of the Services and shall provide certificates upon request.

6. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

7. Governing Law; Dispute Resolution

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

8. Entire Agreement; Amendment

This Agreement, together with any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

9. Miscellaneous

9.1 Assignment. 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 of its assets. 9.2 Independent Contractor. Service Provider is an independent contractor, and nothing in this Agreement creates an employment, partnership or joint venture relationship. 9.3 Notices. All notices under this Agreement must be in writing and delivered to the addresses set forth at the beginning of this Agreement or such other address as either party designates in writing.

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