HEAD OF SECURITY AGENCY AGREEMENT
This Head of Security Agency Agreement (“Agreement”) is entered into by and between Head of Security, LLC, including its officers, directors, agents and employees (“HS”) and You (“You” or “Agent”) (collectively, “The Parties”) the “Agency” signs up as a Agency or the date you first begin to render services to HS “Clients”, “Customers”, End Users or all similar references (the “Effective Date”).
WHEREAS, HS will provide certain professional referral services to Agency, which will include connecting Agency with HS clients who are in need of security services;
WHEREAS, Agency desires to receive referrals from HS for the provision of security services, and agrees to compensate HS for such referrals in accordance with the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements of the parties contained in this Agreement, the parties agree as follows:
Agency shall have sole discretion and control over the manner in which its services are performed, subject to the specifications, parameters, timelines, and overall objectives set forth by the End User.
Prior to the commencement of any Engagement with any End User Agency shall provide HS with proof, by way of certificate of insurance, that it has obtained the requisite insurance coverage for the Engagement by providing HS with a certificate of insurance acceptable to HS. Such certificate will be issued by an insurance carrier with A.M. Best rating of ‘-A’ or better. The insurance certificate will provide (i) that the coverages thereon will not be substantially modified, terminated, or cancel without thirty (30) days prior email notice to HS; and (ii) that HS be notified via email of Agency’s failure to renew any policy on the certificate by each policy anniversary date during the term.
The foregoing insurance shall be primary and non-contributory. If Agency fails to maintain the require insurance as described above, HS reserves the right to procure such coverage and deduct the cost of premiums from any monies owed to Agency.
Agency’s indemnity obligations specified in paragraph 5 (Indemnity) will not be regraded or reduced by Agency’s insurance carrier’s denial of insurance coverage for the occurrence or events, which is the subject matter of the claim or refusal to defend HS.
Agency’s compliance with the requirements of this article as to carrying insurance and furnishing proof of insurance to HS will not relieve Agency of its indemnity liability under paragraph 6 below, or Agency’s liability to HS specified in any other provision of this Agreement.
HS will not be liable and will provide no insurance for any loss or damage uncovered by Agency or any of Agency’s employees, agents or subcontractors to equipment and other property owned by them, regardless of whether such losses are insured by them. Notwithstanding any other provision of this Agreement, Agency releases and discharges HS of and from any and all liability to Agency and to anyone claiming by, through or under Agency by subrogation or otherwise, on account of any loss or damage to such equipment or other property, unless caused by the sole negligent act, sole omission or sole willful misconduct of HS related to this Agreement.
The parties state that they have read, understood and have had sufficient time to carefully read and consider the provisions of this Agreement, and having done so, agree that the restrictions set forth in this Agreement are fair and reasonable and are reasonably required for the protection of the interests of Agency and HS. The parties further acknowledge that HS has advised Agency to consult with an attorney concerning this Agreement, and that Agency has had a full opportunity to review this Agreement with an attorney.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the new “Agency”, or You, selecting “Yes” upon signing up as a Head of Security “Agency” or the date you first begin to render services to HS “Clients”, “Customers”, “End Users” or all similar references. As the Agency you are agreeing to the Agency Agreement between you, your company and Head of Security LLC.