Commercial Monitoring Agreement

COMMERCIAL MONITORING AGREEMENT

Parties and Effective Date

Effective Date: . This Commercial Monitoring Agreement (the "Agreement") sets forth the terms under which the Service Provider will provide commercial monitoring services to the Client.

Recitals

WHEREAS, Service Provider operates systems and personnel capable of performing remote and on-site monitoring of commercial property, security systems, environmental sensors, and related equipment; and

WHEREAS, Client desires to retain Service Provider to provide continuous monitoring services for the locations and systems described below on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall provide monitoring services for the systems and locations listed below. Services include continuous monitoring, event notification, escalation, and reasonable on-site response as set out in this Agreement.

Service Levels and Performance

Service Provider shall perform monitoring in a professional manner in accordance with commercially reasonable industry standards and maintain staffing, systems, and procedures to provide the monitoring services described herein. Response times for alarm verification and escalation shall conform to the schedule set forth in the Detailed Scope.

Access, Equipment and Client Obligations

Client shall provide Service Provider with reasonable access to equipment, systems, and premises as necessary to deliver services. Client is responsible for maintaining the monitored equipment in good working order and providing accurate contact and escalation information.

Payment Terms

Client shall pay Service Provider the fees described below for services rendered under this Agreement. All fees are due in U.S. dollars unless otherwise agreed in writing.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice of such breach.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not disclose such information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein. "Confidential Information" includes monitoring data, alarm logs, system configurations, security codes, and any non-public business information. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Limitation of Liability; Indemnification; Insurance

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages. The total aggregate liability of Service Provider for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider in the six (6) months preceding the claim.

Client shall indemnify, defend and hold Service Provider harmless from and against any claims, liabilities, losses or expenses arising out of Client's negligence, breach of this Agreement, or misuse of monitoring systems. Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct.

Force Majeure; Excused Performance

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, terrorism, labor dispute, governmental action, power outages, or failures of telecommunications providers, provided that the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of this Agreement.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the contacts set forth below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

Entire Agreement; Amendments

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

Other Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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