HEAD OF SECURITY AGENT AGREEMENT
This Head of Security Agent 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 “Agent” signs up as a new Agent 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 Agent, which will include connecting Agent with HS clients who are in need of security services;
WHEREAS, Agent 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:
Prior to the commencement of any Engagement with any End User, Agent shall provide HS with proof that it and/or its respective Partner(s) 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 Agent’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 Agent 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 Agent.
Agent’s indemnity obligations specified in paragraph 5 (Indemnification) will not be reduced by Agent’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.
Agent’s compliance with the requirements of this article as to carrying insurance and furnishing proof of insurance to HS will not relieve Agent of its indemnity liability under paragraph 6 below, or Agent’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 Agent or any of Agent’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, Agent releases and discharges HS of and from any and all liability to Agent and to anyone claiming by, through or under Agent 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.
(2) years after the termination of this Agreement for any reason, Agent shall not, directly or indirectly, on its own account or on behalf of any person, firm, partnership, corporation, company, or other entity, solicit, approach, interfere with or encourage any End User introduced to Agent by HS to (i) cease doing business in whole or in part with HS; (ii) breach any existing or contemplated agreement between the End User and HS; (iii) obtain services substantially similar to the services provided or offered by HS from any person or entity other than HS or (iv) contract directly with Agent for security services, in an attempt to circumvent the payment of service fees owed by Agent to HS in accordance with the terms of this Agreement.
(30) days written notice, subject to survival of those provisions reflected in Paragraphs 3 and 7, above.
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 Agent and HS. The parties further acknowledge that HS has advised Agent to consult with an attorney concerning this Agreement, and that Agent 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 “Agent”, or You, selecting “Yes” upon signing up as a Head of Security “Agent” or the date you first begin to render services to HS “Clients”, “Customers”, “End Users” or all similar references. As the Agent you are agreeing to the Agent Agreement between you, your company and Head of Security LLC.