Business Services Smart Guard Contract

Business Services Smart Guard Contract

This Business Services Smart Guard Contract ("Agreement") is entered into as of between:

Client Name:    Principal Place of Business:

Service Provider Name:    Principal Place of Business:

Recitals

WHEREAS, Client operates facilities and business locations that require monitoring, alerting, and managed smart guard services to protect persons, property, equipment, and data; and

WHEREAS, Service Provider is engaged in the business of providing business services, smart guard systems, monitoring, and related personnel and has represented that it has the competence and resources to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services described in this Agreement.

Scope of Work

Service Provider will furnish all labor, equipment, monitoring, reporting, and related services necessary to perform the smart guard services described below at the locations identified by Client. Services will include remote monitoring, automated alerts, on-site guard dispatch coordination, incident logging, periodic reporting, and technical maintenance of Smart Guard devices as further specified.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. All fees are due in U.S. dollars unless otherwise agreed in writing.

If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the lesser of % per month or the maximum rate permitted by applicable law. Additionally, Service Provider may suspend services following ten (10) days' written notice of nonpayment.

Term and Termination

This Agreement commences on the Start Date below and continues in full force until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written, electronic, or observed, that is designated confidential or that reasonably should be understood to be confidential under the circumstances.

Receiving Party shall: (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available other than through a receiving party's breach of this Agreement, or that is rightfully received from a third party without restriction.

Liability and Indemnification

Service Provider shall perform services with commercially reasonable care. Except for gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive, or special damages. Each party shall indemnify, defend, and hold harmless the other party from claims, liabilities, and expenses arising from the indemnifying party’s breach of this Agreement, negligence, or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

Entire Agreement

This Agreement, together with any exhibits, schedules, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

Miscellaneous Provisions

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of the assigning party’s business. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in effect.

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