Security Services Mandate

SECURITY SERVICES MANDATE

This Security Services Mandate (the "Agreement") is made and entered into on by and between Client Name: and Security Provider: .

RECITALS

WHEREAS, Client requires professional security services to protect persons, property and assets at locations specified by Client and to perform incident reporting and related duties in accordance with industry standards;

WHEREAS, Security Provider represents that it is duly qualified, licensed where required, trained and insured to provide such security services and agrees to perform the services described in this Agreement in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Security Provider will provide security services to Client.

SCOPE OF WORK

Security Provider shall provide security services as described below. Services shall include but are not limited to: on-site security personnel, access control, patrols, incident reporting, coordination with law enforcement, and performance of additional duties as agreed in writing. Specific locations, shifts and any specialized duties are to be set out below or in attachments executed by both parties.

PAYMENT TERMS

Client shall pay Security Provider for services rendered according to the following terms.

All fees are exclusive of applicable sales, use or other transactional taxes which shall be the responsibility of the Client unless a valid exemption is provided. Payment is due within the period specified in the Billing Schedule following receipt of an invoice; undisputed amounts not paid when due shall accrue the Late Payment Fee set forth above.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in force until unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within a reasonable cure period not to exceed the notice period specified above. Termination for reasons of safety or regulatory violation may be effective immediately where continued performance would create imminent risk to persons or property.

CONFIDENTIALITY

Security Provider shall treat as confidential all non-public information disclosed by Client in connection with the performance of services ("Confidential Information"). Security Provider shall not disclose Confidential Information to any third party except to employees, subcontractors or agents who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information shall not include information that: (a) was in the public domain at the time of disclosure; (b) subsequently entered the public domain through no fault of Security Provider; or (c) is independently developed by Security Provider without use of Client Confidential Information.

INSURANCE, INDEMNITY AND LIABILITY

Security Provider shall maintain, at its expense, insurance coverage customary for security service providers, including commercial general liability and workers' compensation in amounts sufficient to cover liabilities arising from performance of this Agreement. Security Provider shall indemnify, defend and hold harmless Client from and against any claims, liabilities, damages, losses and expenses (including reasonable attorney fees) arising from Security Provider's negligence or willful misconduct in performing services under this Agreement, except to the extent caused by Client's negligence or willful misconduct.

PERSONNEL, CLEARANCES AND EQUIPMENT

Security Provider shall ensure that personnel assigned to perform services are properly trained, licensed and, where applicable, have passed background checks and clearance procedures required by Client or law. Security Provider shall furnish at its expense all uniforms, equipment and supplies necessary to perform the services unless otherwise agreed in writing.

REPORTING AND DELIVERABLES

Security Provider shall deliver incident reports, daily activity logs and other specified deliverables in the format and frequency set forth below. Reports that relate to criminal activity or significant safety incidents shall be provided to Client promptly and shall include supporting documentation as available.

COMPLIANCE WITH LAWS AND STANDARDS

Each party shall comply with all applicable laws, regulations and industry standards in the performance of this Agreement. Security Provider shall maintain all required licenses and permits and shall perform services in accordance with applicable professional and regulatory standards.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

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

SEVERABILITY; WAIVER

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to enforce any right shall not constitute a waiver of that right.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as either party may designate in writing.

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