Security Rates Agreement

Security Rates Agreement

This Security Rates Agreement (the Agreement) is entered into as of by and between:

Client Name:

Security Provider Name:

Recitals

WHEREAS, Client requires on-site and remote security services, protective staffing, and related security measures for Client's locations and operations; and

WHEREAS, Provider represents that it is duly licensed, trained, and qualified to perform security services and agrees to provide such services to Client at the rates and on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing the rates, payment terms, scope and other material terms governing Provider’s performance.

Scope of Work

Provider will furnish security services as described below and as otherwise agreed in writing by the parties. Provider shall perform services in a professional manner consistent with industry standards and applicable law.

Rates and Fees

The rates and fees for the Services shall be as follows. All amounts are payable in lawful currency and exclusive of applicable taxes unless expressly stated otherwise.

All overtime, travel time, standby and other special services shall be invoiced at the rates set forth above or, if not specified, at Provider’s then-current rates. Rates are exclusive of sales, use or similar taxes for which Client shall be responsible.

Payment Terms

Invoices will be issued by Provider in accordance with the invoicing schedule selected by the parties and are payable within days of invoice date unless otherwise agreed in writing.

Late payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees incurred by Provider to collect past-due amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party agrees that it shall not disclose Confidential Information of the other party except as required to perform its obligations under this Agreement or as required by law. "Confidential Information" means non-public information disclosed by a party which is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, was already lawfully known to the receiving party, or is independently developed without use of the disclosing party’s Confidential Information.

Upon termination or expiration of this Agreement, receiving party shall return or destroy disclosing party’s Confidential Information and certify in writing that it has complied with this obligation, except to the extent retention is required by law or reasonable archival backup procedures.

Insurance and Compliance

Provider shall maintain, at its own expense, general liability, workers' compensation, and other insurance coverages appropriate to the services rendered. Provider shall comply with all applicable laws, regulations, licenses and industry standards in the performance of services under this Agreement.

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.

Entire Agreement; Amendment

This Agreement, together with any written schedules or appendices 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, proposals and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages or expenses (including reasonable attorneys' fees) arising out of the indemnifying party’s negligence or willful misconduct in connection with its obligations under this Agreement, except to the extent caused by the indemnified party’s negligence or willful misconduct.

Notices

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