SECURITY CONSULTING AGREEMENT
By booking and ordering any security guard services form Special Security LLC you are agreeing to this Consulting Agreement (“Agreement”) is made on the date of order, between Jack Berry, and Jack Berry’s designated successor in interest and assignee (d/b/a “Special Security Services”) to which this Agreement will be assigned (collectively “Threat Interdiction Analyst” or “TIA”) and you, referred to as “Client.” TIA and Client may be referred to herein as “Parties” or a “Party.”
In consideration of the following mutual covenants, TIA and Client agree as follows:
SECTION ONE. SERVICE TO BE PERFORMED AND COMPENSATION
Client desires to engage TIA as an independent contractor for the purpose of threat interdiction analysis and mitigation service. Such service shall include identification of security needs, selection of appropriate security assets to fill those needs, and other services agreed upon by the Parties.
Client agrees that all communication interaction with any security asset shall be through TIA. TIA shall be contact as follows:
Client agrees not to contact or attempt to contact TIA through any other means, and that any efforts to do so may result in business interruption and security issues for TIA and TIA’s other clientele.
In exchange for the services identified above, Client shall pay TIA the dollar amount presented in the checkout per hour for TIA’s services under this Agreement. All such payments shall be made in the checkout and Should Client fail to make any such payment, Client hereby instructs TIA to cease all activity and cancel any security services selected by TIA. TIA shall also be compensated for all incidental expenses incurred by TIA in the course of TIA’s duties under this Agreement. TIA shall invoice for such expenses. All invoices shall be due upon receipt. Client hereby irrevocably authorizes TIA to charge its credit card on a weekly recurring basis.
SECTION TWO. START, DURATION & EARLY TERMINATION OF AGREEMENT
The term of this Agreement will commence on the effective date of this Agreement, and will continue until end date of the order, subject to the right of either party to terminate this Agreement on notice subject to the early termination fee below. The Parties may terminate this agreement at any time on mutual written consent.
Client understands that locating and securing high quality, full time security assets is complex, time consuming, and expensive. Client also understands that obtaining such security assets on a full-time basis requires all involved to commit to the specified timeframe. For the same reason, Client agrees that the scale of the security solution (i.e., the number of guards) shall not be reduced during the term of this Agreement.
SECTION THREE. GENERAL SECURITY PLAN
Client desires, and TIA will identify and arrange for the following:
a. Unarmed security service for Client at the following address(es):
Address added in checkout.
b. Regular testing and evaluation of security plan and security assets.
SECTION FOUR. WAIVER OF LIABILITY
Client agrees that:
a. In the event of any losses or damages which Client may sustain by reason of: any failure of any security measure, Client loss, theft, destruction of property, false arrest, false imprisonment, malicious prosecution, libel or slander, or assault and battery or similar type of offense caused or alleged to be caused by the negligence or malfunction of any security service, agent, contractor, and/or guard, or TIA, TIA’s liability if any at all, shall be limited to general money damages in an amount not to exceed the charge to Client for week in which such loss or damages were sustained. This limitation also shall be the extent of TIA’s liability in the event of any alleged defaults by TIA under this Agreement, including alleged acts of negligence or breach of contract and regardless of the form in which any legal or equitable action may be brought against TIA, and the foregoing shall constitute Client’s exclusive remedy.
b. Under no circumstances shall TIA be liable for any loss of profits or for special, consequential, or exemplary damages, even if TIA has been advised of the possibility of these damages.
c. Client shall not in any action or proceeding, or otherwise, assert any claim for consequential damages against TIA on account of any loss, cost, damage, or expense that Client may suffer or incur because of any act or omission of TIA or any security service, agent, contractor, and/or guard rendering any service to Client, and Client expressly waives all claims for consequential damages
SECTION FIVE. WARNING
a. Client understands and agrees that security threats cannot be eliminated, only mitigated. Client understands and agrees that securing against threats is inherently dangerous. Client understands and agrees that the security solutions provided by TIA may be insufficient to prevent loss, harm, or damage, due to a security breach, and assumes the risk of conducting any such activity.
b. Client understands and agrees that Client will fully disclose to TIA all of Client’s activities at any and all sites for which TIA’s services are engaged. Further, TIA represents and warrants that TIA is not involved in any illegal or criminal activity. Client understands that this warranty is a material inducement on which TIA is relying, and that TIA categorically refuses to provide any services in connection with any illegal or criminal activity.
SECTION SIX. INDEMNIFICATION OF TIA
Client understands that TIA is an analyst, not a security guard or a security service. Client will indemnify, defend, and hold harmless TIA from and against any and all claims, actions, proceedings, administrative proceedings, infractions, violations of law, costs, attorney’s fees, expenses, losses or damages which Client may sustain by reason of: any failure of any security measure, Client loss, theft, destruction of property, false arrest, false imprisonment, malicious prosecution, libel or slander, or assault and battery or similar type of offense caused or alleged to be caused by any security service, agent, contractor, and/or guard engaged by Client or TIA to protect Client and/or Client’s guests and/or Client’s property. This duty to indemnify, defend, and hold harmless shall include providing and paying for legal representation of TIA should a claim subject to this provision be made against TIA. Client shall furnish such representation, which shall be chosen and controlled by TIA, upon TIA’s demand.
SECTION SEVEN. GUARDS AS EMPLOYEES OF CONTRACTOR
The security guards furnished pursuant to this Agreement will be Contractor’s employees, and Contractor will exercise complete control over their conduct and will pay all wages, expenses, social security taxes, federal and state unemployment insurance, and any similar taxes relating to the employees.
SECTION EIGHT. ALTERNATE PERFORMANCE AND TRADE SECRETS
Client agrees that TIA’s ability to identify security assets is the result of an extensive and expensive effort of TIA, involving trade secrets of TIA, to build relationships with and understanding of such assets, and that Client shall not, during this Agreement, nor for the period of time three years after the termination of this Agreement, attempt to engage any of TIA’s security assets identified to client. Further, should Client violate this provision and directly engage, or cause another to engage TIA’s security assets identified to Client, Client agrees that for each such Service, firm, or guard, Client shall pay TIA a finder’s fee of $100,000.00 for finding and identifying such service, firm, or guard to Client.
Client agrees, during the term of this Agreement and following termination of this Agreement, not to disclose, duplicate, sell, reveal, divulge, publish, furnish, or communicate, either directly or indirectly, any Trade Secret or other Confidential Information of TIA or TIA’s security assets to any other person or entity unless authorized in writing by TIA. Client agrees not to use any Trade Secrets or Confidential Information for its personal gain or for purposes of others, whether or not the Trade Secret or Confidential Information has been conceived, originated, discovered, or developed, in whole or in part, by TIA or TIA’s security assets. For purposes of this Agreement, the terms “Trade Secrets” and “Confidential Information” mean any knowledge, techniques, processes, or information made known or available to Client that TIA treats as confidential, whether existing now or created in the future, including but not limited to information about the identity of TIA’s security assets, contact information for TIA’s security assets, TIA’s pricing, TIA’s customer list and asset list, and all information contained therein, TIA’s marketing strategy, TIA’s methods of operation, including operating manuals; products; plans, proposals, and marketing plans; all concepts or ideas in, or reasonably related to TIA’s business that have not previously been publicly released by TIA; and any other information or property of any kind of TIA that may be protected by law as a Trade Secret, confidential or proprietary. The Trade Secrets and Confidential Information described in this Agreement are the sole property of TIA. Client agrees and stipulates that the agreements and covenants contained in this Agreement are fair and reasonable in light of all the facts and circumstances of the relationship between Client and TIA; however, the Parties are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of the provisions of the preceding paragraph, the Parties agree that if a court or arbitrator should decline to enforce any provision in this Agreement, that the rest of the Agreement must be considered modified to restrict Client’s use of TIA’s Trade Secrets and Confidential Information to the maximum extent, in both time and geography, which the court or arbitrator finds enforceable. Client understands and agrees that TIA will suffer irreparable injury that cannot be precisely measured in monetary damages to its Trade Secrets if Confidential Information or proprietary information is obtained by any person, firm, or corporation and is used in competition with TIA. Accordingly, Client agrees that it is reasonable and for the protection of the business and goodwill of TIA for Client to enter into this Agreement. Thus, if there is a breach of this Agreement by Client, Client consents to entry of a temporary restraining order or other injunctive relief and to any other relief that may be granted by a court having proper jurisdiction.
SECTION NINE. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. This Agreement is for the benefit of and may be enforced directly by either Party. In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys fees and costs. The venue for any dispute arising or related to this Agreement shall be the Superior Court of Orange County, California. All parties hereby submit to the jurisdiction of the Superior Court of Orange County, California by signing this Agreement. Further, both Parties have been involved in the negotiation and/or drafting of this Agreement. Accordingly, this Agreement shall not be construed against any Party.
SECTION TEN. MODIFICATION OF AGREEMENT & CONFIDENTIALITY
This Agreement may not be altered, modified, or amended except in writing properly executed by the Parties. The existence of this Agreement and the terms of this Agreement shall be kept strictly confidential for the protection of Client and the protection of TIA’s Trade Secrets and Confidential Information.
SECTION ELEVEN. ENTIRE AGREEMENT
This Agreement represents the whole and entire Agreement between the parties. TIA has made no other agreements or representations, oral or written.
In witness of the above, the parties have executed this Agreement, which is to be performed in Orange County, California at Orange County, California the day and year first written above. You will agree to this agreement when clicking agree in checkout.
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