Security Alarm Service Agreement

SECURITY ALARM SERVICE AGREEMENT

This Security Alarm Service Agreement ("Agreement") is entered into as of Date: by and between Service Provider Name: located at Address: and Client Name: located at Address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing alarm monitoring, inspection, maintenance and related security services; and

WHEREAS, Client desires to obtain alarm system monitoring and related services for the Client premises described herein and Service Provider is willing to provide those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth their complete understanding regarding the provision, maintenance, monitoring and service of alarm equipment and response procedures.

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

1. DEFINITIONS

1.1 "Agreement" means this Security Alarm Service Agreement, including all schedules and exhibits attached hereto. 1.2 "Equipment" means alarm panels, sensors, keypads, transmitters, control units, and any related hardware provided by Service Provider or owned by Client for use with the monitoring service. 1.3 "Monitoring" means the continuous electronic supervision of signals from the Equipment and the processing of such signals by Service Provider's central station consistent with recognized industry practices.

2. TERM

2.1 Initial Term: The term of this Agreement shall commence on Commencement Date: and shall continue for a period of months (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

2.2 Renewal: Following the Initial Term, the Agreement shall automatically renew for successive one (1) year periods unless either party delivers written notice of non-renewal at least days prior to the expiration of the then-current term.

3. SCOPE OF SERVICES

3.1 Monitoring Services: Service Provider shall provide 24/7 monitoring of signals from the Equipment located at Client Premises: . Monitoring shall include alarm signal receipt, signal processing, and notification to designated contacts and/or emergency responders as dictated by the alarm type and Client's instructions.

3.2 Maintenance and Repair: Service Provider shall provide scheduled maintenance and reasonable repair services for Equipment owned by Service Provider at Service Provider's standard rates set forth in Section 5. Emergency repair response shall be provided subject to availability and may incur additional charges.

3.3 Exclusions: Service Provider is not responsible for failure to receive or respond to signals caused by power outage, telephone line failure, internet or cellular service interruption, acts of God, or tampering by third parties.

4. EQUIPMENT

4.1 Title and Risk of Loss: Unless separately agreed in writing, title to Service Provider-owned Equipment shall remain with Service Provider. Client shall bear risk of loss or damage to Service Provider-owned Equipment arising from Client's negligence or misuse.

4.2 Access and Installation: Client shall permit Service Provider and its agents reasonable access to the Premises for installation, inspection, maintenance and removal of Equipment. Installation specifics and equipment inventory:

5. FEES, BILLING AND PAYMENT

5.1 Payment Terms: Fees are due monthly in advance and are payable within days of invoice. Late payments shall incur interest at a rate of and reasonable collection costs.

5.2 Taxes and Regulatory Fees: Client is responsible for all sales, use, excise or other taxes, assessments or regulatory fees associated with the services, except taxes on Service Provider's income.

6. WARRANTIES; LIMITATION OF LIABILITY

6.1 Limited Warranty: Service Provider warrants that services will be provided in a professional manner in accordance with industry standards. Service Provider does not warrant uninterrupted or error-free service and makes no warranty as to response time by public authorities.

6.2 Limitation of Liability: Except for damages arising from Service Provider's gross negligence or wilful misconduct, Service Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider in the six (6) months preceding the claim. In no event shall Service Provider be liable for special, incidental, punitive or consequential damages.

7. INDEMNIFICATION

7.1 Client Indemnity: Client shall indemnify, defend and hold harmless Service Provider and its officers, employees and agents from and against any claim, loss, damage or expense arising out of Client's negligence, breach of this Agreement, misuse of Equipment, or failure to maintain required utilities.

7.2 Service Provider Indemnity: Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct in the performance of its duties under this Agreement.

8. INSURANCE

Service Provider shall maintain commercial general liability insurance and, where applicable, professional liability insurance in amounts customary for similar service providers. Upon request, Service Provider will provide certificates of insurance evidencing such coverage.

9. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to third parties any nonpublic information obtained from the other party concerning alarm system configurations, access codes, passwords or emergency contact information, except as required by law or to carry out the services under this Agreement.

10. TERMINATION

10.1 Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice.

10.2 Effect of Termination: Upon termination, Client shall pay all accrued fees and charges through the effective date of termination and return or permit removal of Service Provider-owned Equipment. Early termination fees may apply as set forth in Section 5.

11. NOTICES

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

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any dispute arising out of this Agreement shall be the state or federal courts located in the county in which the Service Provider's principal place of business is located.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. ADDITIONAL PROVISIONS

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