Head of Security Pro Agreement
This Head of Security Pro Agreement (“Agreement”) is entered into by and between Head of Security, LLC, including its officers, directors, agents, and employees (“HS”) and You (“You” or “Pro” or “Security Pro”) (collectively, “The Parties”) the Pro signs up as a new Pro or the date you first begin to render services to End Users (the “Effective Date”):
WHEREAS, HS will provide certain professional connection services to Pro, which will include connecting Pros with private security service providers (“Security Providers” or “Security Partners” or “Agencies”) who provide security services to Clients (“Clients” or “Customers” or “End Users”) who are in need of security services;
WHEREAS, HS will provide certain professional connection services to Pro, which will include connecting Pro with HS End Users who are in need of internal security staff;
WHEREAS, Pro 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:
Services. HS will refer those seeking to purchase security services to Pro pursuant to the terms and conditions set forth in this Agreement. HS is not, itself, a security services provider.
Illinois Disclaimer. Pursuant to the Private Detective, Private Alarm, Private Security, Fingerprint Vendor and Locksmith Act (“Act”), 225 ILCS 447/5-3 et seq., You as Pro are expressly forbidden from performing any licensed activities other than when licensed as a PERC pursuant to the Act and providing those services are performed on behalf of your employer, a licensed Private Security Contractor. This Agreement will only allow HS to provide referral services for You to a licensed Private Security Contractor Agency. At no time pursuant to this Agreement will you ever be an employee of HS nor will you be providing any services for HS in any capacity.
Term. Unless earlier terminated as provided in Paragraph 10 (“Termination”) below, the initial term of this Agreement (“Initial Term”) will commence upon the date you sign up or are signed up as a new Pro (“Commencement Date”) and remain in effect for one (1) year, until Renewal. After that date, this Agreement will renew for consecutive terms of one (1) year (each, a “Renewal Term”). For convenience, the Initial Term and a Renewal Term are referred to in this Agreement as the “Term.”
Fees. As consideration for the Services set forth above, for each Agency, individual or business (“End User”) connected to Pro in accordance with the terms and conditions of this Agreement, Pro shall pay HS no amount because it is free to Pros.
i) Pro hereby represents and warrants that Pro has the qualifications, training and ability to perform security services in a professional manner, without any direction, control, or supervision of HS. Performance of Pro’s services in a professional manner includes meeting the security-related requirements of the End User in a professional and timely manner, and failure to do so shall constitute a material breach of this Agreement. Pro shall be solely responsible for the professional performance of its services, and Pro shall solely determine the means and methods it uses to provide those services. Therefore, HS will not provide, and is not responsible for providing, any assistance or direction to Pro with respect to the provision of Pro’s security services, nor shall HS control any aspect of the provision of Pro’s security services to any End User. ii) Pro 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. iii) Pro shall be solely responsible for obtaining and maintaining, in full force and effect, all state-specific required licenses and permits necessary for performing the Deliverables set forth in a given Statement of Work (i.e., Illinois – PERC Card and, if necessary firearm control card; New York – registration with Division of Licensing; Ohio – Class A, B or C license from Ohio PSIGS; Pennsylvania – compliance with Private Detective Act of 1953 and/or county-specific license; Florida – Class D or G license and related training, as applicable; New Jersey – SORA compliance: operators licensed, employees/subcontractors registered; Michigan – LARA compliant; Wisconsin – licensed by Department of Safety and Professional Services; Colorado – licensed by local municipality).
Insurance. During the period commencing on the date the Pro first renders any services to End User or is connected to an Agency and continuing during the term of that Engagement, the Pro will not be responsible for insurance. However, the End Users and Agencies with which the Pro is connected must keep in full force an effect, at their sole expense, insurance coverages as required in their own separate Agreements with HS. i) Pro’s indemnity obligations specified in paragraph 6 (“Pro Indemnification”) will not be reduced by End User or 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. ii) HS will not be liable and will provide no insurance for any loss or damage uncovered by Pro or any of Pro’s employees, Pros 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, Pro releases and discharges HS of and from any and all liability to Pro and to anyone claiming by, through or under Pro 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.
To the fullest extent permitted by law, Pro will defend, protect, hold harmless and indemnify HS, and HS’s respective officers, directors, Pros, employees and Pros, from and against any and all liability, loss, claims, demands, suits, costs, penalties, fines, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) by whomsoever brought or alleged, and regardless of the legal theories upon which premised, including, but not limited to those actually or allegedly arising of bodily injury to, or sickness or death of, any person or property damage or destruction (including loss of use), which may be imposed upon or asserted against HS, allegedly or actually arising out of or resulting from the security services provided by Pro to any End User, including, without limitation any breach of contract or negligent act or omission by Pro or any of its employees, Pros, or subcontractors. Pro’s indemnity will include indemnity with respect to claims alleging or involving joint or comparative negligence but will not extend to liability resulting from the sole negligent act, sole omission, or sole misconduct of HS.
Non-Solicitation of End Users.
Pro agrees that HS has expended, and continues to expend, significant time, money, effort and resources to develop and maintain valuable relationships with End Users. Pro further agrees that through its contractual relationship with HS, Pro will be placed in contact with End Users who were introduced to Pro by HS. Therefore, in consideration for the referrals HS will provide to said End Users, and in acknowledgment of the receipt and adequacy of this consideration, Pro hereby agrees that during the Term of this Agreement, and for a period of two (2) years after the termination of this Agreement for any reason, Pro 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 Pro 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 Pro for security services, in an attempt to circumvent the payment of service fees owed by Pro to HS in accordance with the terms of this Agreement. Injunctive Relief.
Pro hereby acknowledges that HS has expended, and continues to expend, significant time, money, effort and resources to develop and maintain valuable customer relationships, Accordingly, Pro agrees that its disclosure or use of this information in violation of this Agreement will significantly deprive HS of the business advantage it created, and that HS would be unfairly disadvantaged if Pro 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 (for example, money damages will not be able to repair the client relationships damaged as a result of such breach). As a result, in the event that Pro violates, or HS reasonably believes that Pro has or is about to violate this Agreement, Pro agrees that HS shall be entitled to injunctive relief to prevent such violation(s) and/or preserve the status quo, and Pro further agrees to be permanently enjoined from using such information up to and including the time provision set forth herein.
Except for rights expressly granted under this agreement,
– Nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and
– Each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement, and
– Head of Security will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including HS’s name, logos, and trademarks reproduced throughout all Services, and
– Head of Security will retain all interest in and to this and all Agreements, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with HS, HS’s name, logos, and trademarks.
Relationship of Parties
Pro and HS are considered independent contractors, and nothing contained in this Agreement shall be deemed to make one company an Pro of the other, and nothing contained in this Agreement shall be deemed to make an employee or Pro of one company an employee or Pro 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 Pro any of the rights, duties, or obligations of an employee of HS. Under no circumstances shall Pro look to HS, or any of HS’s principals, Pros, clients, associates, supervisors, employees, directors, shareholders or assigns as Pro’s employer or principal.
Either party may terminate this Agreement by either party at any time with thirty (30) days written notice, subject to survival of those provisions reflected in Paragraphs 3 and 7, above.
This Agreement is the entire agreement between Pro 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 Pro and HS or its designees.
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.
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 Pro 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.
Recovery of Costs and Fees
The parties agree that if Pro 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 Pro violated any part of the restrictive covenants set forth above, even if such violation constitutes less than 100% of the claims alleged against Pro in any pleading filed by HS.
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.
No Third–Party Beneficiaries
The Services provided by HS and described herein are being provided only to Pro. No other person or entity is, nor is intended to be, a third-party beneficiary under this Agreement. HS is assuming no duty to protect any other persons or entities or their property. HS shall not be liable to any persons not a party to this Agreement for any bodily injuries, including death, or property damage or loss, unless solely caused by HS, nor shall it be liable for indemnity or contribution in favor of any person or entity against whom such a claim is brought.
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
Pro’s obligations, covenants, and duties under Paragraphs 5, 6, 7, 8, 9, 10, 15, 16 and 17 of this Agreement shall survive and continue in full force and effect after expiration or termination of this Agreement, whether such termination is by Pro 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 Pro and HS. The parties further acknowledge that HS has advised Pro to consult with an attorney concerning this Agreement, and that Pro 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 “Pro”, or You, selecting “Yes” upon signing up as a Head of Security “Pro” or when the Pro is connected to an Agency or the date you first begin to render security services to HS “Clients”, “Customers”, “End Users” or all similar references. As the Pro you are agreeing to the Pro Agreement between you, your company, and Head of Security LLC.
NO SIGNATURE IS NECESSARY. SIMPLY BY SIGNING UP ON THE HS3 PLATFORM AND SELECTING YOU AGREE TO THE PRO AGREEMENT IS SUFFICIENT.