Security Protection Services Contract

Agreement to Provide Security, Surveillance and/or Traffic Control Services – Security Personnel to be Independent Contractors

Security service agreement made on the day of , 20, between (Name of Security Contractor), a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Contractor, and (Name of Client), a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client.

1. Service to be Performed and Scheduling

Contractor will furnish properly equipped security personnel to perform security, surveillance and/or traffic control services security for Client at , in accordance with the Security Personnel Assignment Schedule attached as Exhibit A, which Schedule is made a part of this Agreement by this reference. The number of personnel to be provided, the location of their posts, the hours of duty, the rates of compensation, and any special instructions describing the nature and scope of their duties, are specified in the attached Assignment Schedule. Contractor will receive at least five (5) business days notice for scheduling personnel. Client agrees to pay a 15% increase of the contracted hourly rate for short notice scheduling (less than 5 business days). Any requested deviation by Client from the schedule will result in an additional charge of %. All change orders and additional charges shall be in writing and signed both by Contractor and Client and shall be incorporated and made a part of this Agreement. Client shall, at its own expense, obtain all permits necessary for the security services to be performed.

2. Commencement and Duration of Agreement

The term of this Agreement will commence on (date), which will be the effective date of this Agreement, and will continue until (date), subject to the right of either party to terminate this Agreement on days' written notice to the other. Notwithstanding the foregoing, Client shall pay a cancellation fee of $ for such termination.

3. General Duties of Contractor

Contractor agrees as follows:

A. Personnel of Contractor will furnish quality public relations and security service.

B. Personnel of Contractor will be informed of current methods and procedures necessary to complete their assigned tasks.

C. Personnel of Contractor will keep abreast of legislative and other matters pertaining to security and keep Client informed, if necessary.

D. Contractor will maintain new and practical techniques in protection.

E. Contractor will select personnel with utmost care.

F. Contractor will maintain relationships with personnel that will promote the greatest efficiency in the interest of Client.

4. Specific Duties of Security Personnel

A. Specific duties describing the nature and scope of duties of security personnel is specified in the Assignment Schedule. Generally, these duties will include physical protection of the grounds, equipment, and property of Client; prevention of burglary, vandalism, pilferage, and robbery; providing traffic control; enforce of rules and regulations of Client; quelling disorders; and verifying identifications.

B. Security personnel will act on their own initiative at the direction of authorized personnel of Client and on orders from Contractor. Their personal appearance, attitudes, and manner of performance, at all times, will reflect a favorable public image, both for Client and Contractor.

5. Supervision of Personnel

Contractor agrees that Contractor will be responsible for overseeing the security personnel through Contractor's designated representatives at the premises to which this agreement relates.

6. Security Standards

Contractor agrees that the security services covered by this Agreement will be performed in accordance with acceptable security practices and standards.

7. Training of Security Personnel

Security personnel employed assigned by Contractor will be sworn law enforcement officers or other trained security personnel who have an independent contractor relationship with Contractor.

8. Insurance

A. During the term of this Agreement, Contractor will carry and maintain general liability coverage for personal injury and property damage, evidence of which will be furnished to Client on written request.

B. Liability insurance coverage must cover the risks of false arrest, false imprisonment, malicious prosecution, libel, slander, and violation of right of privacy.

9. Security Personnel are Independent Contractors

Security Personnel that will be provided are independent contractors and are not employees of Contractor. Contractor shall determine the services to be provided by such Personnel, but said Personnel shall determine the legal means by which they accomplish the services in accordance with this Agreement.

10. Billing for Services

Services will be invoiced weekly and payment is to be made within days of the date of the invoice. Invoices that are paid more than 15 days past the due date will incur a late charge of % per month. Failure to make timely payments may result in the termination of this Agreement with the resulting cancellation fee (see Paragraph 2) to be due and payable from Client or the cessation of services by Contractor until any arrearage is paid in full.

11. Force Majeure

Contractor shall not be liable in any way for delay, non-delivery or default in services due to causes beyond the control of Contractor.

12. Hiring of Personnel by Client

Client agrees that, for a period of at least (e.g., one year) after the termination of this agreement, Client will not hire as a security personnel any persons employed by Contractor in the performance of this agreement. Breach of this Agreement by Client will result in the payment by Client of $ to Contractor as liquidated damages.

13. Disclaimer

Due to situations not in control of Contractor, absolute security may not attain the levels desired by Client. Therefore, the desired results are not guaranteed. Contractor will exercise its best efforts are to provide the best security for Client. However, security personnel are not acting as loss prevention officers.

14. Hold Harmless Agreement

Client shall indemnify, defend, and save Contractor harmless, to the fullest extent permitted by law, from and against any and all loss, liability, costs, claims, actions, liens, damages and expenses (including, without limitation, legal costs and attorneys’ fees), Client may suffer arising out of operations to be carried out pursuant to this Agreement, including, but not limited to claims, demands, costs, or judgments against incurred by reason of injury, death or damage to any person, entity or property sustained on or around Client’s premises and/or any location or site at which Contractor is performing its services for Client.

15. Governing Law

This agreement shall be governed by, and construed in accordance with, the laws of the State of . This agreement is for the benefit of and may be enforced directly by either party.

16. Modification of Agreement

This agreement may not be altered, modified, or amended except in writing properly executed by the parties.

17. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the Parties hereto. If the Parties cannot agree on an arbitrator, each Party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement

This agreement represents the whole and entire agreement between the Parties.

WITNESS our signatures as of the day and date first above stated.

Exhibit A

Number of Personnel necessary:

Time to Begin Duty:

Time Duty Ends:

Primary Responsibilities:

Secondary Responsibility:

Special Instructions:

Costs to Client: