Security Agency Services Agreement

Security Agency Services Agreement

This Security Agency Services Agreement (Agreement) is entered into as of by and between Agency Name: and Client Name: .

WHEREAS

WHEREAS, Agency is duly licensed and experienced in the provision of security personnel, patrol services, access control, and related security services; and

WHEREAS, Client operates or manages the premises located at and desires to engage Agency to provide security services at such premises in accordance with the terms of this Agreement; and

WHEREAS, Agency agrees to provide such services subject to the terms, conditions, and limitations set forth in this Agreement.

1. Scope of Work

Services shall include, at a minimum: provision of trained security personnel; site patrols; access control; incident reporting; liaison with law enforcement; and any additional tasks expressly listed in the Scope of Work. Agency shall furnish personnel who meet Client's written minimum qualifications and possess all required licenses and permits.

2. Staffing and Schedule

Agency shall provide substitute personnel as necessary to maintain continuous coverage. Agency is responsible for recruiting, training, supervising, and replacing personnel who fail to perform in accordance with industry standards or Client directives.

3. Payment Terms

Client shall pay Agency in accordance with the Payment Schedule. Agency shall submit itemized invoices describing personnel, hours, services performed, and any reimbursable expenses. Unless otherwise agreed in writing, invoices are due within days of receipt.

Overdue amounts shall accrue interest at per month (or the maximum rate permitted by law, if less), and a late fee of shall apply for each delinquent invoice. Client shall also reimburse Agency for reasonable collection costs, including attorneys' fees.

4. Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing the other party the notice period set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

5. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement. Each party shall maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information shall not include information that is publicly known, lawfully received from a third party, independently developed, or required to be disclosed by law or valid legal process (provided the disclosing party is given notice and an opportunity to seek protective relief).

Upon termination or expiration of this Agreement, each party shall return or destroy the Confidential Information of the other party and certify such return or destruction upon request.

6. Insurance and Compliance

Agency shall maintain, at its expense, insurance that is appropriate for the services provided including general liability with limits not less than per occurrence, workers' compensation as required by law, and automobile liability where applicable. Agency shall provide certificates of insurance upon request and shall name Client as an additional insured where required by contract.

Agency shall ensure all personnel comply with applicable laws, licensing requirements, background checks, drug screening, and training requirements prior to assignment to Client premises.

7. Indemnification

Agency shall defend, indemnify, and hold harmless Client and its officers, directors, employees and agents from and against any claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Agency's negligent acts, omissions, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

8. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Agency's indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and Agency's aggregate liability under this Agreement shall not exceed the fees paid by Client to Agency during the six (6) months immediately preceding the event giving rise to the claim.

9. Compliance with Laws

Each party shall comply with all applicable federal, state and local laws, rules, and regulations in performing its obligations under this Agreement, including but not limited to labor, employment, privacy, and safety laws.

10. Governing Law

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

11. Entire Agreement

This Agreement, including the Scope of Work and any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

12. Notices

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight carrier to the addresses set forth above or such other address as a party may specify in writing in accordance with this section.

13. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employer-employee relationship. Neither party may assign this Agreement without the other party's prior written consent, except that Agency may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Acknowledgment

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that the parties shall be bound by the terms herein.

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