Business Services Pinkerton

Business Services Agreement — Pinkerton

This Business Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional security, risk management, investigation, and related business services (collectively, Services); and

WHEREAS, Client desires to retain Service Provider to perform certain Services and Service Provider is willing to perform such Services under the terms and conditions set forth in this Agreement.

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

Scope of Work

Service Provider shall provide the Services described below. The specific tasks, deliverables, locations, and schedule shall be as set forth in the Scope of Work.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Service Provider shall invoice Client in accordance with the Payment Schedule and all undisputed amounts shall be paid within the period specified.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days following written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination and shall return all Service Provider property and confidential information.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, client lists, technical data, methodologies, reports, and security protocols. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure as evidenced by written records; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party shall: (i) hold Confidential Information in strict confidence and take reasonable steps to protect it; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to representatives who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. The obligations in this Section shall survive termination of this Agreement for a period of years.

Representations; Insurance

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider shall maintain, at its expense, insurance coverage customary for the Services to be performed, including general liability and professional liability as applicable, and shall provide certificates of insurance upon reasonable request.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If the dispute cannot be resolved by negotiation within 30 days, it shall be resolved by binding arbitration in accordance with the arbitration rules agreed by the parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses for notices set forth above or to such other address as either party may designate by notice to the other.

Entire Agreement; Amendments

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

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy shall not constitute a waiver of such right or remedy.

Execution

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

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