HEAD OF SECURITY PARTNER AGREEMENT
This Head of Security Partner Agreement (“Agreement”) is between Head of Security, LLC (“HS”) and You (“You”, “Partner”, “Operations Manager” and all similar references) as of January 1, 2018 (the “Effective Date”):
WHEREAS, HS will provide certain professional referral services to Partner, which will include connecting Partner with HS clients who are in need of security services;
WHEREAS, Partner desires to receive referrals from HS, and agrees to compensate HS 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:
1) Services. HS connects those seeking to purchase security services with those seeking to provide those services. HS also may connect Partner with security service providers (each an “Agent”) in accordance with this Agreement.
2) Fees. As consideration for each individual or business that HS refers to Partner in accordance with this Agreement (each an “End User”), Partner shall compensate HS the difference between Partner’s base pricing and the gross revenue received from the End User for a period of two (2) years following the first date on which Partner provides services to the End User, and such payment obligations shall survive termination of this Agreement. For each Agent that HS refers to Partner, Partner will compensate HS in the amount of One Hundred Twenty Five Dollars ($125.00) unless the Partner has signed up for a Partner membership through HS at which point the membership fee would cover the Agent referral fee.
3) Partner Warranties.
i) Partner represents and warrants that Partner and its employees and/or contractors have the qualifications and ability to perform its services in a professional manner, without the advice, control, or supervision of HS. Performance of Partner’s services in a professional manner includes meeting the requirements of the End User in a professional and timely manner, and failure to do so shall constitute a material breach of this Agreement. Partner shall be solely responsible for the professional performance of its services, and shall receive no assistance, direction, or control from HS.
ii) Partner shall have sole discretion and control of Partner’s services and the manner in which performed, subject the specifications, parameters, timelines, and overall objectives set forth by the End User.
iii) Partner shall be responsible for providing, at Partner’s expense, and in Partner’s name, all licenses, disability, worker’s compensation, liability insurance, and any other insurance as well as licenses and permits usual or necessary for performing the Services. Partner shall have HS named as an additional insured on Partner’s insurance policies, which policy shall include primary and non-contributory language.
4) Indemnification. Partner shall indemnify, defend, and hold harmless HS, its officers, directors, agents and employees, from and against any and all losses, claims, demands, suits, actions, proceedings and expenses (including reasonable attorney fees), including without limitation all acts of negligence, infringement and malfeasance, directly or indirectly arising out of or resulting from (a) any act or omission of Partner related to services it performs for End Users; (b) any breach of any representation, warranty, or covenant of Partner contained in this Agreement, or otherwise made to HS; or (c) any failure of Partner to perform any of the representations, warranties and agreements contained in this Agreement.
5) Non-Solicitation of End Users. Partner agrees that HS has expended, and continues to expend, significant time, money, effort and resources to develop and maintain valuable relationships with End Users. Partner further agrees that through its contractual relationship with HS, Partner will be in contact with End Users introduced to Partner by HS. Therefore, in consideration for HS’s agreement to trust Partner with this information and these relationships, and in acknowledgment of the receipt and adequacy of this consideration, Partner hereby agree as follows that during the Term of this Agreement, and for a period of two (2) years after the termination of this Agreement, Partner will not, directly or indirectly, on its own account or for any person, firm, partnership, corporation, company, or other entity, solicit, approach, interfere with or encourage any End User introduced to Partner by HS to (i) cease doing business in whole or in part with HS; (ii) breach any 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) to contract directly with Partner in an attempt to circumvent the payment of service fees owed by Partner to HS in accordance with this Agreement.
6) Injunctive Relief. Partner hereby acknowledges that HS has expended, and continues to expend, significant time, money, effort and resources to develop and maintain valuable customer relationships, Accordingly, Partner agrees that the disclosure or use of this information by it in violation of this Agreement will significantly deprive HS of the business advantage it created, and would be unfairly disadvantaged if Partner were to breach this Agreement during or for a certain period of time after the termination of the Agreement. HS will suffer immediate and irreparable harm that cannot be resolved by remedy at law (in other words, money damages will not repair the broken client relationships). As such, in the event that Partner violates, or HS reasonably believes that Partner has or is about to violate this Agreement, Partner agrees that HS is entitled to injunctive relief to prevent the violation(s) and/or preserve the status quo, and Partner further agrees to be permanently enjoined from using such information up to and including the time provision set forth herein.
7) Relationship of Parties. Partner and HS are considered independent contractors, and nothing contained in this Agreement shall be deemed to make one company and agent of the other. Neither Party may bind the other to any contracts within the prior express written consent of the other Party. Nothing in this Agreement is intended to afford Partner any of the rights, duties, or obligations of an employee of HS. Under no circumstances shall Partner look to HS, or any of HS’s principals, partners, clients, associates, supervisors, employees, directors, shareholders, agents or assigns as Partner’s employer, or as a partner, agent, or principal.
8) Termination. Either party may terminate this Agreement at any time with thirty (30) days written notice, subject to survival of those provisions reflected in Section 15, below.
9) Entire Agreement. This Agreement is the entire agreement between Partner and HS regarding these matters and supersedes any verbal and written agreements on such matters. This Agreement may be modified only by written agreement signed by Partner and HS or its designees.
10) Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the invalidity shall not nullify the validity of the remaining provisions of this Agreement. If any provision of this Agreement is determined by a court or arbitration panel to be overly broad in duration, geographical coverage or scope, or unenforceable for any other reason, such provision will be narrowed or shortened so that it will be enforced to the fullest extent of the law.
11) Governing Law; Jurisdiction and Venue. All questions concerning the construction, validity, interpretation, enforcement, or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to any principles of conflicts of law. With respect to all disputes between the parties hereto, any dispute related to this Agreement or the performance thereof shall be exclusively litigated in the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois. HS and Partner freely consent to the personal jurisdiction and venue of these courts, each waive any right to argue that personal jurisdiction or venue in these venues is improper, inappropriate or inconvenient, and each party waives any right to assist, participate in, or consent to any such suit, action or proceeding being transferred to or litigated in any other court.
12) Recovery of Costs and Fees. The parties agree that if Partner or HS brings an action to enforce any provision of this Agreement, including any suit by HS seeking injunctive relief to enforce the restrictive covenants set forth herein, the prevailing party shall be entitled to recover from the non-prevailing party any and all reasonable costs, expenses and attorneys’ fees incurred to enforce such claim. To be clear, HS shall be considered the prevailing party in any claim seeking injunctive relief if it is determined by a trier of fact that you violated any part of the restrictive covenants set forth above, even if such violation constitutes less than 100% of the claims alleged against you in any pleading filed by HS.
13) Assignment and Beneficiaries. This Agreement only benefits and is binding on the parties and their respective subsidiaries, successors and permitted assigns provided that you may not assign your rights or duties under this Agreement without the express prior written consent with the other parties. HS may assign any rights or duties that it has, in whole or in part, to its affiliates and subsidiaries without your consent.
14) Waiver. The failure by any party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver of any right hereunder nor shall it deprive that party of the right thereafter to insist upon strict adherence to that provision or any other provisions of this Agreement.
15) Survival. Partners obligations, covenants and duties under Sections 2, 3, 4, 5, 6, 11, 12 and 13 of this Agreement shall survive and continue in full force and effect after expiration or termination of this Agreement, whether such termination is by Partner or HS, and whether for cause or not for cause.
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 Partner and HS. The parties further acknowledge that HS has advised Partner to consult with an attorney concerning this Agreement, and that Partner 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 selecting “Yes” you are agreeing to the Service Agreement between you, your company and Head of Security LLC.