Monitoring Systems Agreement

MONITORING SYSTEMS AGREEMENT

This Monitoring Systems Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at and Service Provider Name: with principal address at .

RECITALS

WHEREAS, Client owns or controls the premises and facilities located at Monitored Location: where monitoring equipment and associated services are to be installed; and

WHEREAS, Provider is in the business of supplying monitoring equipment, remote monitoring services, maintenance and related support and possesses the technical expertise and personnel to provide such services; and

WHEREAS, Client desires to engage Provider to install, operate and monitor specified systems and Provider desires to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Services" means the monitoring, reporting, alarm verification, notification, maintenance and ancillary services to be provided by Provider as described in Section 2; "Equipment" means hardware, sensors, cabling, control panels and other tangible devices installed at the Monitored Location; "Monitoring Center" means Provider's staffed facility that receives, processes and responds to alarm and event signals; "Customer Data" means data collected by the Equipment or submitted by Client in connection with the Services; and "Event" means any alarm, signal or condition detected by the Equipment that triggers the Services.

2. SCOPE OF SERVICES

Provider shall perform continuous remote monitoring of the Equipment and shall make commercially reasonable efforts to respond to Events in accordance with the Service Levels set forth in Section 5. Services include installation of Provider-supplied Equipment (if applicable), configuration, routine maintenance, software updates, alarm verification, call-down to Client's designated contacts and dispatch of Response Entities where contractually required.

3. EQUIPMENT; TITLE; INSTALLATION

Provider shall supply the Equipment described in the attached Equipment Schedule or as otherwise agreed in writing. Title to Provider-supplied Equipment remains with Provider unless and until Client purchases such Equipment pursuant to a separate written agreement. Client shall provide reasonable access, power, site conditions and facilities necessary for installation. Risk of loss for Provider-supplied Equipment shall pass to Client only upon Client's written acceptance of installation, except for loss caused by Provider's negligence.

Provider will supply all required Equipment

4. CLIENT OBLIGATIONS

Client shall (a) permit Provider and its contractors reasonable access to the Monitored Location for installation, maintenance and removal of Equipment; (b) obtain and maintain all required permits, consents and licenses; (c) ensure that power, telecommunications and internet connections are available and maintained; and (d) promptly notify Provider of changes to contact information, access procedures or critical site conditions.

5. SERVICE LEVELS; MAINTENANCE

Provider shall use commercially reasonable efforts to maintain the Monitoring Center and Services with an annual uptime target of 99.0% excluding scheduled maintenance and causes beyond Provider's reasonable control. Provider shall respond to suspected critical Events within Response Time (hours): hours and to non-critical Events within Response Time (non-critical hours): hours. Scheduled maintenance shall be communicated at least 48 hours in advance when practicable.

6. FEES AND PAYMENT

Client shall pay Provider fees in accordance with the Fee Schedule. Monthly Service Fee: $. Installation Fee (one-time): $. Provider shall invoice Client monthly in arrears unless otherwise agreed. Late payments shall accrue interest at Late Payment Rate (% per annum): % from the due date until paid.

7. TERM AND TERMINATION

The initial term of this Agreement shall be Initial Term (months): months commencing on the Effective Date. Thereafter, this Agreement shall automatically renew for successive periods of Renewal Term (months): months unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term. Either party may terminate for material breach if the breach remains uncured 30 days after written notice. Provider may suspend Services for non-payment in accordance with applicable law after providing at least 10 days' written notice.

8. CONFIDENTIALITY

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information to any third party except as necessary to perform under this Agreement or as required by law. "Confidential Information" includes Customer Data, security procedures, pricing and technical designs, but excludes information that is publicly available or rightfully obtained from a third party without restriction. Confidentiality obligations shall survive termination for a period of five (5) years.

9. DATA SECURITY AND PRIVACY

Provider shall implement administrative, physical and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration or destruction, consistent with industry standards for similar services. Provider will maintain access logs and, upon request, provide reasonable assistance to Client regarding law enforcement requests for Customer Data, provided Provider may comply with lawful process in accordance with applicable law. Client is responsible for the content of data transmitted to Provider and for obtaining necessary consents from individuals where required.

10. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to any software, firmware, proprietary algorithms and monitoring protocols developed or provided by Provider in connection with the Services. Provider grants Client a limited, non-exclusive, non-transferable license to use such software and related documentation solely for Client's internal use during the term. Client retains ownership of Customer Data.

11. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

12. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any third-party claims, demands or liabilities arising out of the Indemnifying Party's breach of this Agreement, negligent acts or willful misconduct. Provider shall defend Client against claims that Provider-owned software infringes a third party's intellectual property, provided Client gives prompt notice and reasonable cooperation; Provider's indemnity shall be subject to the limitation of liability herein.

13. INSURANCE

Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for the industry and sufficient to cover Provider's obligations under this Agreement. Upon request, Provider shall provide certificates of insurance evidencing coverage.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by written notice.

15. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, war, strikes, epidemic or failure of third-party telecommunications, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

16. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to conflict of law principles. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

18. MISCELLANEOUS

The parties shall cooperate in good faith to effectuate the purposes of this Agreement. Any provision requiring performance after termination shall survive termination. Client acknowledges that Services may generate false alarms and agrees to comply with local alarm management ordinances and to indemnify Provider for fines or penalties arising from Client's failure to comply.

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