Security Services SECURITAS

SECURITY SERVICES AGREEMENT — SECURITAS

Effective Date:

Parties

Client Name:

Service Provider (SECURITAS) Name:

Recitals

WHEREAS, Client operates facilities and activities requiring on-site physical security services to protect persons, property and assets located at Client premises; and

WHEREAS, Service Provider is experienced in the provision of professional security personnel, patrols, access control, and related security services and is willing to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Number of guards assigned:   Shift schedule:   Primary locations:

Payment Terms

Contract Amount (not to exceed): $ per .

Invoices will be rendered in arrears and are payable within days of invoice receipt.

Late payment shall incur a late fee equal to % per month (or the maximum lawful rate if less), commencing on the first day following the due date. Client will reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice.

Upon termination, Client will pay Service Provider for all services performed through the effective termination date and for any costs reasonably incurred in demobilization, subject to offsets for Client damages resulting from Service Provider default.

Confidentiality

"Confidential Information" means all non-public business, security, technical, operational and personnel information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of premises. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was known to the receiving party without restriction prior to disclosure, or (c) is rightfully received from a third party without restriction.

The receiving party will hold Confidential Information in strict confidence, will not disclose such information to third parties except to its employees or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those herein, and will use such information solely for the performance of this Agreement. The obligation of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets.

Insurance, Indemnity and Compliance

Service Provider shall maintain commercial general liability, workers' compensation, employers' liability and automobile liability insurance in amounts customary for the security services industry and as required by law. Minimum general liability coverage shall be $ per occurrence.

Service Provider shall indemnify, defend and hold harmless Client from and against claims, liabilities, damages, and expenses arising out of Service Provider's negligence or willful misconduct in the performance of services, except to the extent caused by Client's negligence or willful misconduct.

Service Provider and its personnel shall comply with applicable laws, licensing and permit requirements, site rules, and any background screening or security clearance requirements reasonably required by Client.

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; Amendments

This Agreement, including all attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship.

Subcontracting: Service Provider may subcontract services only with prior written consent of Client and shall remain fully responsible for performance of subcontracted obligations.

Notices

Notices required under this Agreement shall be in writing and shall be effective upon delivery personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the notice addresses set forth above.

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