Legal Smart Guard Agreement

LEGAL SMART GUARD AGREEMENT

This Legal Smart Guard Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , a/an , with principal place of business at (hereinafter "Provider"), and Client Name: , a/an , with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Provider provides electronic monitoring, automated alerting, remote response coordination, and related monitoring services using proprietary hardware, software and operational processes (collectively, "Smart Guard Services"); and

WHEREAS, Client desires to engage Provider to deliver Smart Guard Services at the Client locations described in Schedule A and Provider is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the rights and obligations of each party relating to performance, payment, confidentiality, data security, and allocation of risk.

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

1. DEFINITIONS

1.1 "Services" means the Smart Guard Services provided by Provider pursuant to this Agreement, including monitoring, alerting, incident logging, remote consultation, and any hardware or software expressly provided by Provider.

1.2 "Client Data" means all data, information, images, video, audio, logs and records provided by or collected from Client or its premises in the course of providing Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in Schedule A in a professional and workmanlike manner consistent with industry standards applicable to electronic monitoring and remote response coordination. Provider shall use reasonable efforts to maintain uninterrupted monitoring but does not guarantee continuous availability.

2.2 Provider will provide initial installation, configuration, testing, and training where specified in Schedule A. Any additional installation or reconfiguration requested by Client shall be subject to additional fees.

3. TERM

3.1 The term of this Agreement shall commence on the Effective Date specified above and continue for an initial period of months (the "Initial Term"), unless earlier terminated in accordance with Section 12. Thereafter, the Agreement 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.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in Schedule B and in accordance with Provider's invoice terms. Fees are exclusive of taxes, which shall be paid by Client except for taxes based on Provider's net income.

4.2 Invoices are payable within days of invoice. Overdue amounts shall accrue interest at the rate of per month or the maximum allowed by law, whichever is less.

5. CONFIDENTIALITY

5.1 Each party (as "Receiving Party") shall hold in confidence and not disclose Confidential Information of the other party (as "Disclosing Party") and shall only use such information to perform its obligations under this Agreement. "Confidential Information" includes Client Data, technical specifications, pricing, operational procedures, and other non-public business information.

5.2 The obligations under this Section shall not apply to information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without breach of an obligation of confidentiality; or (c) independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the Disclosing Party and cooperates in any protective measures.

6. DATA SECURITY AND PRIVACY

6.1 Provider shall implement and maintain administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction consistent with industry practice for service providers offering comparable solutions.

6.2 Provider shall notify Client without undue delay upon becoming aware of a confirmed security breach affecting Client Data and shall commence reasonable remediation actions. Provider's notification shall describe the nature and scope of the breach, the types of data affected, and the measures taken to mitigate risk.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in and to its pre-existing and separately developed technology, software, algorithms, models, updates and improvements (collectively, "Provider IP"). Client is granted a limited, non-exclusive, non-transferable license to use Provider IP solely to receive the Services during the Term.

7.2 Client retains all rights in Client Data. Provider shall not assert any ownership in Client Data and shall only use such data as necessary to provide the Services and as otherwise permitted in writing by Client.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the deficient Services or, if Provider cannot cure, a prorated refund of fees for the affected Services.

8.2 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 Provider shall defend, indemnify and hold Client harmless from and against any third party claims alleging that Provider's provision of the Services as permitted hereunder infringes a third party's intellectual property rights, provided that Client gives Provider prompt written notice of the claim and cooperates in the defense. Provider shall have sole control over the defense and settlement of such claim, provided no settlement imposes obligations on Client without Client's consent.

10.2 Client shall defend, indemnify and hold Provider harmless from and against claims arising from Client's use of the Services in violation of law or this Agreement, Client Data content, or Client's negligence or willful misconduct.

11. INSURANCE

During the Term Provider shall maintain commercial general liability insurance and, where applicable, professional liability (errors and omissions) coverage with limits reasonably sufficient for operations of comparable service providers. Upon request, Provider will furnish certificates of insurance evidencing coverage.

12. TERMINATION

12.1 Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination for convenience by Client prior to the end of the Initial Term shall be subject to early termination fees as set forth in Schedule B.

12.2 Upon expiration or termination, Client shall pay all fees accrued through the effective date of termination and Provider shall deliver any Client Data in its possession in a commonly used electronic format within thirty (30) days, subject to payment of outstanding fees.

13. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail if followed by one of the foregoing methods and shall be effective upon receipt.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the jurisdiction specified below.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals and communications.

16.2 If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17. MISCELLANEOUS

17.1 Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

17.2 Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship between the parties for any purpose.

SCHEDULE A — DESCRIPTION OF SERVICES

SCHEDULE B — FEES

AUTHORIZED CONTACTS

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