USA Security Guard Services Agreement by Megadox

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									Contract No. _________

THIS AGREEMENT is made and entered into by and between:

                                  [NAME OF SECURITY COMPANY]

                                                  - and -

                                          [NAME OF CLIENT]

WHEREAS, Client requires professional security and protective services for its premises located at
___________________________ [insert name and description of building(s)];

AND WHEREAS, Contractor represents that it is professionally qualified, able and ready to provide such

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and
premises contained in this Agreement, the parties hereto agree as follows:

1.      Description of Services

Client hereby retains Contractor as an independent security and protection service, to perform the
services set out in Exhibit A – Scope of Services, attached hereto and made a part hereof by reference,
and such additional or amended services as the parties may agree in writing (collectively, the “Services”).

2.      Term of Agreement

This Agreement shall be effective for a period of ______ months/years, commencing on __________
[insert start date] and expiring on __________ [insert end date], unless renewed by the parties in writing.

3.      Access to Premises

Client shall, within twenty-four (24) hours of request by Contractor, provide Contractor’s security
personnel with access to all areas of Client’s premises deemed necessary by Contractor. If any area of the
premises is to be off-limits to Contractor’s security personnel, Client must notify Contractor in writing.

4.      Service Rates

4.1   The Services shall be provided at the rates set out in Exhibit B – Service Rates, attached hereto
and made a part hereof by reference.

4.2      Contractor agrees not to increase the Service Rates for a period of _______ months after the
effective date, after which time the Service Rates may be increased if Contractor’s costs to provide the
Services have increased by more than _____%. Client shall have the right to audit Contractor’s records to
verify any cost increase. Contractor agrees to give Client ________ days written notice prior to putting
any increase into effect.

5.      Invoicing and Payment

5.1    Client will issue a Blanket Purchase Order (BPO) to Client to cover all security guard services.
Contractor will issue a [weekly/monthly] invoice which shall reference the BPO number.

5.2     Invoices are due on receipt. Unless otherwise agreed to by Contractor, Client will make payment
by check, money order or credit card.

5.3     Payment must be received within _____ days after receipt of the invoice. Invoices not paid within
such ___-day period will accrue interest at the rate of _____% per annum, or the highest rate allowable by
law, whichever is higher.

6.      Independent Contractor

6.1      Contractor undertakes performance of the Services as an independent contractor and shall not be
construed as an employee of Client, and this Agreement will not be construed to create a partnership,
joint venture, agency or employment relationship between the parties.

6.2      Contractor will not have the right or authority to create any obligation or responsibility on
Client’s behalf or to obligate or bind Client in any respect. Contractor further warrants and represents
that it has no obligation or indebtedness that would impair its ability to fulfill its obligations under this

7.      Right of Control

Contractor shall, within appropriate ethical and moral standards, have absolute control over the methods
by which it performs the Services under this Agreement.

8.      Insurance

8.1      At all times during the term of this Agreement and any renewals hereof, Contractor will maintain
the following insurance coverages, to be provided by an insurance company authorized to do business in
the State of __________________:

        (a)     General liability insurance with bodily injury limits of not less than $300,000 for each
                occurrence, and with property damage limits of not less than $300,000 for each

        (b)     Automobile liability insurance with bodily injury limits of not less than $300,000 for each
                person, and not less than $300,000 for each accident, and with property damage limits of
                not less than $300,000 for each accident;

        (c)     Worker’s Compensation insurance in accordance with statutory requirements and
                Employer’s Liability insurance with limits of not less than $200,000 for each accident,
                $200,000 for each disease, and $500,000 aggregate.

8.2      Deductible amounts shall not exceed ___% of the total amount of required insurance in each
category. Should any policy contain any unusual exclusions, such exclusions shall be indicated on the
certificate(s) of insurance.

8.3     The certificates of insurance for the foregoing coverages shall contain a provision that no policy
cancellation, non-renewal or reduction of coverage will be effective until at least thirty (30) days written
notice of same has been given to Client.

8.4    [delete this clause if not applicable] Contractor shall include Client as an additional insured on the
General Liability and Automobile Liability insurance policies.

8.5     In the event that subcontractors used by Contractor do not have insurance or do not meet the
insurance limits set out in paragraph 8.1, Contractor shall indemnify and hold harmless Client for any
claim in excess of the subcontractor’s insurance coverage, arising out of negligent acts, errors or
omissions of such subcontractor.

9.      Standard of Care

Contractor shall exercise the same degree of care, skill and diligence in the performance of the Services as
is ordinarily provided by a comparable professional under similar circumstances. Contractor warrants
that all Services provided under this Agreement shall be performed by skilled and competent personnel
to the highest professional standards in the field.

10.     No Warranties or Guarantees

Contractor shall exercise its best efforts to provide the Services for Client. Contractor makes no expressed
or implied warranty or guarantee that its efforts will have any specific or general result.

11.     Control and Preservation of Property

11.1     Client has complete control over its premises and is responsible for all locations listed as off
limits to security personnel, but Contractor may from time to time express opinions which may prove
helpful to Client to improve its security measures. Contractor does not accept responsibility, and Client
will hold Contractor harmless for any decision regarding the premises which are and will remain the
exclusive province of Client.

11.2    Contractor shall be responsible for all damages to Client’s property resulting from Contractor’s
operations and shall report any incident of damage to Client upon occurrence. Any damage resulting
from Contractor’s operations shall be repaired to Client’s satisfaction within _____ days of occurrence
and at no additional cost to Client.

12.     Indemnification

12.1     Contractor agrees to protect, defend, indemnify and hold harmless Client, its employees, agents,
insurers and representatives, from any and all claims and liabilities, including all legal fees and court
costs associated therewith (including appeals) for which Client, its employees, agents, insurers and/or
representatives can or may be held liable as a result of injury and/or death to persons or damage to
property occurring by reason of any negligent acts or omissions of Contractor, its employees,
subcontractors or agents, arising out of or connected with this Agreement. Contractor shall not be
required to indemnify Client, its employees, agents, insurers or representatives when an occurrence
results solely from the wrongful acts or omissions of Client or its employees, agents, insurers, and/or

12.2    The parties agree that the provisions of this Section shall survive the expiration or termination of
this Agreement.

13.     Licenses and Approvals

Contractor hereby represents and warrants to Client that it has, and will continue to maintain at all times
hereunder, all licenses and approvals required to conduct its business, and that it will at all times conduct
its business activities in a lawful and reputable manner.

14.     Compliance With Laws

Contractor will comply with all applicable regulatory requirements including federal, state, municipal
and local laws, rules, regulations, orders, codes, criteria and standards in the performance of the Services

15.     Subcontractors

15.1    Contractor reserves the right to use subcontractors to perform the Services.

15.2   If a subcontractor fails to properly perform the Services as required by this Agreement and it
becomes necessary to replace such subcontractor, Contractor shall promptly do so.

16.     Federal and State Taxes

16.1    Contractor shall be solely responsible for paying sales and use tax to its suppliers for materials
required to fulfill its contractual obligations under this Agreement.

16.2     Contractor shall be solely responsible for payment of its own taxes and its share of its employees’
payroll, payroll taxes, and benefits with respect to this Agreement.

17.     Termination

This Agreement may be terminated by either party upon _________ days prior written notice to the other

18.     Force Majeure

18.1    Neither party shall be considered to be in default hereunder if such party is delayed or unable to
perform its obligations hereunder due to an event of force majeure. The term “force majeure” shall refer
to any event which results in the prevention or delay of performance by a party of its obligations
hereunder and which is beyond the reasonable control of the non-performing party, and includes, but is
not limited to, fire, flood, earthquakes, severe weather, acts of God, epidemic, war, riot, civil disturbance,
sabotage, terrorism, labor dispute, strike, lockout, and governmental actions.

18.2   The non-performing party shall, within ______ days of being prevented or delayed from
performing its obligations by a force majeure event, give written notice to the other party describing the
circumstances of the force majeure event.

18.3    Neither party shall be excused from performance if non-performance is due to forces which are
preventable, removable, or remediable and which the non-performing party could have, with the exercise
of reasonable diligence, prevented, removed or remedied within a reasonable time.

19.     Fidelity Bond

All security personnel assigned to Client shall, at Contractor’s expense, be licensed and bonded for up to
$10,000 each. Contractor shall provide Client with proof of licensing and bonding before each security
guard begins work for Client.

20.     Waiver

A waiver by either Client or Contractor of any breach of this Agreement shall not be binding upon the
waiving party unless such waiver is in writing. In the event of a written waiver, such waiver shall not
affect the waiving party’s rights with respect to any other or further breach. The making or acceptance of
a payment by either party with knowledge of the existence of a default or breach shall not operate or be
construed to operate as a waiver of any
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