Legal Fire Monitoring Agreement

LEGAL FIRE MONITORING AGREEMENT

This Fire Monitoring Agreement ("Agreement") is made on by and between Service Provider: a business organized as Corporation LLC Partnership Individual, with principal place of business at , and Client Name: located at .

RECITALS

WHEREAS, Service Provider is duly licensed and experienced in providing remote fire monitoring services, including alarm signal reception, verification and dispatch coordination; and

WHEREAS, Client owns or controls the premises described as the Service Location and desires continuous remote monitoring of fire alarm signals generated by Client's fire detection equipment as described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide fire alarm monitoring and related services to Client.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms have the following meanings: "Alarm Signal" means any signal generated by Client's fire detection or suppression system that is received by Service Provider's monitoring center; "Service Location" means the premises at ; "Monitoring Center" means Service Provider's staffed facility that receives and processes Alarm Signals.

2. SCOPE OF SERVICES

2.1 Monitoring Services. Service Provider shall provide continuous (24/7) remote monitoring of Alarm Signals originating from Client's fire detection equipment identified in the Equipment Schedule. Monitoring includes reception, recording, initial verification in accordance with industry standards, notification of designated contacts, and dispatch of public safety agencies where required by the procedures set forth in this Agreement.

2.2 Equipment. Client represents that all monitored equipment is maintained in good working order. Client shall provide Service Provider with an Equipment Schedule listing make, model and serial numbers of monitored devices. Additional equipment to be monitored may be added by written amendment signed by both parties.

3. MONITORING STANDARDS AND RESPONSE

3.1 Verification and Response. Service Provider will attempt to verify Alarm Signals by telephone or other means. If an Alarm Signal is verified or cannot be verified within a reasonable time, Service Provider will notify Client's designated emergency contacts and dispatch emergency responders where required by law or by Client's written instructions.

3.2 Response Time. Service Provider shall use commercially reasonable efforts to answer incoming Alarm Signals at the Monitoring Center within seconds and to initiate notification procedures thereafter. Service Provider does not guarantee any particular response time by public safety agencies.

4. INSTALLATION, TESTING AND MAINTENANCE

4.1 Installation. If installation services are provided, Service Provider will install monitoring transmission equipment in accordance with accepted industry practices. Client shall provide reasonable access and any necessary consents or permits.

4.2 Testing and Maintenance. Client shall ensure that equipment is inspected and tested at intervals required by the applicable codes and standards. Service Provider may conduct remote or on-site tests with prior notice to Client. Client shall notify Service Provider promptly of any change in equipment configuration.

5. FEES AND PAYMENT

5.1 Payment Terms. Unless otherwise agreed in writing, Client shall pay invoices within days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, and shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

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

7. SERVICE LEVELS AND CREDITS

7.1 Monitoring Availability. Service Provider will use commercially reasonable efforts to maintain Monitoring Center operations 24/7. Scheduled maintenance will be communicated in advance. In the event of monitoring outages caused by Service Provider's gross negligence or willful misconduct, Service Provider's sole liability shall be a pro rata credit of the monthly monitoring fee for the period of confirmed outage.

8. CONFIDENTIALITY

Each party shall maintain the confidentiality of confidential information of the other party and shall not disclose such information except to its employees and contractors on a need-to-know basis or as required by law. Service Provider may disclose alarm information to emergency responders and as necessary to perform monitoring services.

9. INSURANCE, LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 Insurance. Service Provider shall maintain commercial general liability insurance and professional liability insurance with limits customary in the monitoring industry. Client shall maintain property and liability insurance covering the Service Location and equipment.

9.2 Limitation of Liability. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Indemnification. Client shall indemnify and hold Service Provider harmless from and against claims arising from Client's negligent installation, maintenance or operation of equipment or failure to follow applicable codes. Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct in performing monitoring services.

10. COMPLIANCE WITH LAW

Each party shall comply with all applicable federal, state and local laws, rules and regulations regarding fire alarm systems, monitoring, and the protection of personal data in the performance of this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below by certified mail, courier, or email (with confirmation). Notices shall be deemed given on receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Service Location is located, without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal objectives.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. 14.2 Relationship of Parties. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship.

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