Security Monitoring Agreement

SECURITY MONITORING AGREEMENT

This Security Monitoring Agreement ("Agreement") is made as of (the "Effective Date"), by and between Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing remote security monitoring, incident notification and related services and possesses the systems, personnel and expertise necessary to monitor security devices and electronic reports; and

WHEREAS, Client seeks to retain Provider to perform monitoring services for Client's premises, systems and designated assets under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the provision, operation and payment for such monitoring services.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 "Monitoring Services" means the remote surveillance, alert receipt, analysis, verification and dispatch or notification services described in Section 2 and the attached Scope of Services.

1.2 "Alarm Event" means any signal, alert or report received by Provider's monitoring systems from Client's installed or integrated devices indicating an intrusion, fire, medical emergency, system failure or other condition requiring response.

1.3 "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF SERVICES

2.1 Provider shall provide Monitoring Services in accordance with the Scope of Services described below and any attachments incorporated by reference. Provider's obligations are limited to receiving and evaluating Alarm Events, contacting designated contacts, and, where contracted, contacting emergency responders. Provider shall use commercially reasonable efforts to verify Alarm Events prior to dispatch where operationally feasible.

2.2 Service Levels. Provider will maintain a staffed monitoring center with 24/7 operations and will use commercially reasonable procedures to respond to Alarm Events. Provider does not guarantee uninterrupted operation and will provide scheduled maintenance notices where practicable.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall be months commencing on the Effective Date, and the Agreement shall automatically renew for successive renewal terms of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any accrued rights or remedies.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below for the Monitoring Services and any applicable installation or equipment fees. Recurring monitoring fees shall be $ per month.

4.2 Billing. Provider shall invoice Client monthly in advance. Payment is due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for collection costs and reasonable attorneys' fees.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by a party to the other party in connection with this Agreement, whether oral or written, including alarm data, response protocols, system configurations and account information.

5.2 Obligations. Each party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information except to employees and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than this Section.

6. DATA SECURITY AND PRIVACY

6.1 Security Measures. Provider shall maintain administrative, technical and physical safeguards that are reasonably designed to protect monitoring data against unauthorized access, disclosure or destruction. Provider shall restrict access to Client data to authorized personnel and shall implement logging and access controls consistent with industry practice.

6.2 Data Retention. Provider shall retain monitoring records and Alarm Event logs for a minimum period of days unless otherwise required by law. Upon termination, Provider shall securely delete or return Client data as directed by Client, subject to applicable legal holds.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Consequential Damages. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS.

7.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM OR (II) $ .

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement, including reasonable attorneys' fees and costs.

8.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising from Client's misuse of the Monitoring Services, failure to maintain equipment or false or malicious Alarm Events, including reasonable attorneys' fees and costs.

9. INSURANCE

During the term of this Agreement Provider shall maintain at its expense commercial general liability insurance and, where applicable, cyber liability insurance with limits of at least $ per occurrence and shall furnish certificates of insurance upon Client's written request.

10. AUDIT AND INSPECTION

Client may request, no more than once annually, reasonable documentation or evidence of Provider's compliance with the security obligations set forth in this Agreement. Such requests shall be conducted during normal business hours upon reasonable notice and in a manner designed to protect Provider's proprietary information.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address designated by a party in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or upon confirmed electronic delivery to a designated contact.

12. AMENDMENT AND WAIVER

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed to have the same force and effect as originals.

MISCELLANEOUS

16.1 Subcontracting. Provider may engage subcontractors to perform Monitoring Services so long as Provider remains responsible for their performance and compliance with the confidentiality and security obligations set forth herein.

16.2 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship.

Sign Now