This Security Agreement (the “Agreement”) dated this _____ day of ____________________, 2022 between:
Insert Your Name of Insert Address
Insert Client’s Name of Insert Business’ Address
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- Services Provided
The Client hereby engages the Contractor, and the Contractor hereby accepts such engagement, to serve as an independent contractor to provide certain security-related services to the Client on the Client’s property on the terms and conditions set forth in this Agreement.
The Contractor shall furnish, at its sole expense, the uniforms, equipment, vehicles, supplies and other materials used by all security officers employed by it to perform the Services. The Client shall provide the Contractor with access to the property to the extent necessary for the performance of the Services.
The Services shall be rendered in a professional manner consistent with first class security services, and in a manner that is courteous and polite to the extent possible under the circumstances. All Services shall be rendered so as to comply with applicable laws, rules and regulations, including without limitation any rules or regulations promulgated by any lawful governmental authority.
The employees assigned to perform the Services shall be competent, qualified, properly trained and licensed to perform all duties or tasks associated with the Services in a manner consistent with the highest industry practices and standards. Prior to assigning them to perform the Services, the Contractor shall perform a thorough background check on all security officers and shall not assign any security officers to perform the Services if any information disclosed in such background check reveals a criminal conviction or otherwise indicates that such person, in any way, might not perform the Services in accordance with the standards applicable under this Agreement. The Contractor also shall subject all security officers performing the Services to be tested for drugs or other illegal substances prior to their being assigned to the property, and shall conduct appropriate drug testing periodically thereafter in accordance with prudent industry practices.
Prior to commencing the Services, the Contractor shall furnish to the Client copies of all licenses, permits and approvals required by federal, state or local governmental authorities for the performance of the Services by the Contractor. The Contractor shall maintain all such licenses, permits or approvals in full force and effect during the Term at its own expense.
The term of this Agreement shall commence as of the Effective Date and shall continue for a period of 30 days thereafter, unless sooner terminated in accordance with the terms of this Agreement (the “Term”). Any extension of the Term will be subject to mutual written agreement of the parties
The Client shall pay consideration to the Contractor in the sum of $____________.
The Contractor is solely responsible for any travel or other costs or expenses incurred by it or any of its employees in connection with the performance of the Services, and in no event shall the Client be obligated to reimburse the Contractor for any such costs or expenses.
The Contractor is an independent contractor of the Client, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the Contractor and the Client for any purpose. The Contractor shall have no authority (and shall not hold itself out as having authority) to bind the Client in any manner, and the Contractor shall not make any agreements or representations on the Client’s behalf without the Client’s prior written consent.
Neither the Contractor nor any of its employees shall be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Client to its employees. The Client shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on the Contractor’s behalf. The Contractor shall be responsible for, and shall indemnify the Client against, all such taxes or contributions, including penalties and interest, as well as for minimum wage, overtime or other requirements relative to its employees. Any persons employed or engaged by the Contractor in connection with the performance of the Services shall be the Contractor’s employees and the Contractor shall be fully responsible for them and indemnify the Client against any claims made by or on behalf of any such employee.
The Contractor acknowledges that it may have access to information that is treated as confidential and proprietary by the Client, its affiliates, including, without limitation, the existence and terms of this Agreement and information pertaining to operations of the Client.
The Contractor agrees to: (a) treat all Confidential Information as strictly confidential; (b) to not disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Client in each instance; and (c) to not use any Confidential Information for any purpose except as required in the performance of the Services. The Contractor shall notify the Client immediately in the event it becomes aware of any loss or disclosure of any Confidential Information Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through the Contractor’s breach of this Agreement; or (b) is communicated to the Contractor by a third party that had no confidentiality obligations with respect to such information. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Contractor agrees to provide written notice of any such order to an authorized officer of the Client within twenty-four (24) hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Client to contest the order or seek confidentiality protections, as determined in the Client’s sole discretion.
The Contractor shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Client’s prior written consent. Any assignment in violation of the foregoing shall be null and void. The Client may assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the party at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission) to the facsimile number or e-mail address of the person executing this Agreement on behalf of the party to which notice is being given, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice, or (b) the party giving the Notice has complied with the requirements of this Section.
This Agreement shall constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party. Any of the terms hereof may be waived only by a written document signed by the party waiving compliance with the term.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.
The failure of the Client to enforce any provision of this Agreement on one or more occasions shall not be construed as a waiver of the right of the Client to enforce such provision in the future.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
The Parties have duly affixed their signatures under hand and seal on this _____ Day of ____________________, 2022.
Insert Signor’s Name in his/her capacity as Insert Your Title of Insert Your Business’ Name
Insert Name of Contractor
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