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Service Agreement

HEAD OF SECURITY SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) dated as of January 1, 2018 (the “EFFECTIVE DATE”), by and between Head of Security, LLC (“HOS”), a Delaware limited liability company with a principal place of business at 332 S. Michigan Ave, Suite 1032-L487, Chicago Illinois, 60604 and you (the “Customer”), with a principal place of business at (see address in your client profile under “Your Account Info”).

1. HOS SERVICES

A. HOS provides a service designed to connect businesses seeking to hire private security service providers (“Security Providers”) with Security Providers (the “Services”). HOS agrees to perform the Services for the benefit of Customer, subject to the terms and conditions of this Agreement. Any and all Services to be performed under this Agreement shall be set forth in individual Statements of Work (each, an “SOW”), each of which shall describe the Services to be provided under such SOW and related subject matter, and shall include (a) a description of the particular engagement to be tasked by HOS (“Deliverables”), (b) a work schedule (the “Schedule”), (c) a payment schedule, and (d) additional terms and conditions, if any, applicable to a particular engagement and such other details as the Parties deem appropriate. All SOWs shall be substantially in the form of SOW set forth in Exhibit A attached hereto and shall be numbered sequentially to facilitate identification. Each SOW shall be in writing and shall be effective only if and when it has been accepted and executed by both Parties. Each SOW is hereby incorporated into, and subject to the terms and conditions of, this Agreement. HOS shall perform all Services described in each SOW in accordance with the terms of this Agreement.

B. Each Party may request changes to any SOW. If a Party requests any such change, either Party shall notify the other Party if it believes that an adjustment in the fees to be paid to HOS with respect to the applicable SOW, or an adjustment to the applicable Schedule, is required. The Parties shall then negotiate in good faith a reasonable and equitable modification of the SOW (a “Change Request”). Each Change Request shall be incorporated into, and subject to the terms and conditions of, the applicable SOW and this Agreement.

2. COMPENSATION

A. Customer shall compensate HOS for the rendering of the Services rendered as provided in an applicable SOW. Customer shall reimburse HOS for documented reasonable and necessary travel expenses incurred by Consultant in the performance of the Services. Such expenses shall be billed and reimbursed without mark-up of any kind. Any out-of-state travel expenses incurred by HOS, and any individual expense exceeding $500.00, shall be reimbursable by Customer only to the extent specifically approved in advance by Customer.

B. Unless otherwise specified in an applicable SOW, Customer shall pay HOS any fees incurred with respect to a particular engagement within 10 days following receipt of an invoice tendered in connection with the agreement.

3. TERM AND TERMINATION

A. This Agreement shall remain in full force and effect from the Effective Date and shall continue for an indefinite period of time, unless earlier terminated pursuant to this Section 3, and may be renewed upon mutual agreement of the Parties. However, in the event any Services under any SOWs have yet to be performed at the end of any such initial term or renewal term and a Party has opted not to renew the Agreement, the term of this Agreement shall be extended with respect to such outstanding Services until such date as the relevant Services are completed.

B. Customer and HOS shall have the right to terminate this Agreement, in whole or in part (including any SOW), at any time, with or without cause, upon written notice. After Customer has terminated this Agreement or any SOW, Customer shall compensate HOS for all actual, undisputed expenses and charges incurred in accordance with this Agreement up to the date of termination.

4. NON-SOLICITATION

Customer acknowledges and agrees that the business of HOS is competitive, that HOS invests substantial resources in locating, collaborating with and presenting Security Personnel to HOS’s customers, and that the loss of the relationships that HOS has built with its customers and Security Personnel would cause immediate, immeasurable, and irreparable harm, loss, and damage to HOS not adequately compensable by a monetary award. Accordingly, during the term of this Agreement and for a period of 1 (one) year from the date upon which this Agreement is terminated, Customer agrees not to directly or indirectly solicit, hire any Security Personnel who are connected to Customer and/or provide security services to Customer through HOS’s performance of the Services hereunder.

5. LIMITATION OF LIABILITY

In no event will HOS be liable to Customer for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if HOS has been advised of the possibility of such damages. If, notwithstanding the other provisions of this Agreement, HOS is found to be liable to Customer for any damage or loss which arises out of or is in any way connected with the Services, HOS’s liability shall in no event exceed the greater of (i) the total of any fees paid by Customer to HOS with respect to the Services paid for during the six months prior to the date of the initial claim made by Customer against HOS, or (2) $1,000.00.

6. DISCLAIMER

HOS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE QUALITY OF THE SERVICES PROVIDED BY ANY SECURITY SERVICE PROVIDER OR ABOUT THE INTERACTIONS BETWEEN CUSTOMER AND ANY SECURITY SERVICE PROVIDER. CUSTOMER AGREES TO DIRECT AND RESOLVE ANY ISSUES, DISPUTES OR CONCERNS WITH A SECURITY SERVICE PROVIDER DIRECTLY TO THE SECURITY SERVICE PROVIDER AND/OR HIS OR HER DIRECT EMPLOYER, NOT HOS. HOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HOS HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY SECURITY SERVICE PROVIDER IN CONNECTION WITH OR RELATED TO THE SERVICES, AND CUSTOMER HEREBY EXPRESSLY RELEASES HOS FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES OR DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

7. REPRESENTATIONS AND WARRANTIES

A. HOS hereby represents and warrants to Customer that: (i) HOS has the registrations, licenses, permits, and approvals required to provide the Services; (ii) HOS’s engagement by Customer does not and will not materially breach any agreement with any third party; (iii) HOS will perform the Services in a professional manner.

8. NON-DISPARAGEMENT

Customer shall not make any oral or written statement or other communication that disparages or places in a false or negative light HOS, any affiliates thereof, the respective principals, officers, directors, employees, investors, partners, managers, members, products or services of HOS or any of its affiliates; provided, however, that nothing herein shall preclude Customer from testifying as required by lawful subpoena or other legal process or making good faith reports to governing regulatory bodies or authorities.

9. RELATIONSHIP OF PARTIES

HOS will act solely as an independent contractor in performing the Services, and nothing herein will at any time be construed to create the relationship of employer and employee, principal and agent, partners, or joint venturers between Customer and HOS. HOS shall be solely responsible for the compensation, benefits, contributions and taxes, if any, of its employees, subcontractors and agents.’

10. WAIVER

A waiver on the part of Customer or HOS of any term, provision or condition of this Agreement shall not constitute a precedent or bind either Party to a waiver of any succeeding breach of the same or any other term, provision or condition of this Agreement.

11. ENTIRE AGREEMENT

This Agreement, including any exhibits and any addenda thereto, constitutes the entire agreement between Customer and HOS. It supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written, relating to the Services set forth in this Agreement. This Agreement may be amended only by a written instrument signed by both Parties. The captions in this Agreement are for the convenience of the Parties in identification of the several provisions and shall not constitute a part of this Agreement nor be considered interpretative thereof.

12. SEVERABILITY

Every Section, paragraph, part, term or provision of this Agreement is severable from others. If any Section, paragraph, part, term or provision of this Agreement is construed or held to be void, invalid or unenforceable by order, decree or judgment of a court of competent jurisdiction, the remaining Sections, paragraphs, parts, terms and provisions of this Agreement shall not be affected thereby but shall remain in full force and effect.

13. GOVERNING LAW

This Agreement, including all exhibits, schedules, and appendices attached to this Agreement and thereto, shall be governed by and interpreted pursuant to the laws of the state of Illinois, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the state of Illinois.

14. VENUE

The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state and federal courts located in Chicago, Illinois for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state or federal courts located in Chicago, Illinois, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

IN WITNESS WHEREOF, the Parties have caused this Professional Services Agreement to be executed by the new “Client”, or Customer, selecting “Yes” upon signing up as a Head of Security “Client”, aka the Customer. As the client aka the customer you are agreeing to the Service Agreement between you, your company and Head of Security LLC.

APPENDIX A

Statement of Work

High Demand/Surge Pricing:

In the event there is a high demand for our services there may be an increase in pricing for us to meet the demand and incentivize the security officers. High demand could be due to, but limited to, the following:

  • Holidays – Included, but not limited to Holidays are:
    • St. Patrick’s Day
    • Cinco de Mayo
    • Memorial Day
    • Fourth of July
    • Labor Day
    • Halloween
    • Thanksgiving Eve
    • Thanksgiving
    • Christmas Eve
    • Christmas Day
    • New Years Eve
    • New Years Day
  • Concerts
  • Festivals
  • Sporting events
  • And all other similar instances

In the case of high demand times we will, generally, give 1 (one) to 2 (two) weeks notice to all of our clients that are in close proximity to the event(s) or those that will be effected by the high demand times. There may be times, however, when this is not possible, but we will do our best to notify all of our customers immediately.

Surge pricing can range from 1.5 x’s Base Pricing to 5 x’s Base Pricing

Security Officer, or Agent, Courtesy:

In the event security officer(s) is/are taken away from their original starting point and they will not be returning to said point, then necessary accommodations must be made by the client to ensure officer(s) is/are returned to said point or are compensated and reimbursed for their time and expenses.

In the event security officer(s) is/are required for more than 8 hours, then food and boarding may be required. This includes, but is not limited to:

  • 1 bed per officer on duty
  • $75 per officer on duty per day for per diem
  • Miles per gallon reimbursement based off of the current IRS standard mileage rate
  • Parking must be paid for by client/customer
  • And all other accommodations not mentioned (i.e. plane ticket, etc.)

If a Security Officer, or Agent, is required to park their vehicle, then we require you, the client/customer, to fully reimburse the paid parking ticket upon proof of purchase/transaction. A receipt is required for reimbursement. This will be reflected on the next invoice.

Cancellation Policy and Fees:

Cancelling any Head of Security service may be done at anytime before the event. The following fees apply:

  • Any cancellation within 120 hours of a scheduled event will be subject to a fee equal to 100% of the original service.

Booking Policy and Fees:

Booking any service of Head of Security may be done at anytime before the date of the event. The following fees apply:

  • Any service booked within 24 hours of the event date will be subject to a fee equal to 2x’s the amount of the original hourly rate.
  • Any service booked within 48 hours of the event date will be subject to a fee equal to 1.5x’s the amount of the original hourly rate.
  • Any service booked within 72 hours of the event date will be subject to a fee equal to 1.25x’s the amount of the original hourly rate.
  • Any service booked within 96 hours of the event date will be subject to a fee equal to 1.10x’s the amount of the original hourly rate.
  • Any service booked within 120 hours of the event date will be subject to a fee equal to 1.05% the amount of the original hourly rate.

Annual Increase:

An annual increase of 15% will automatically be applied to the hourly rate at the start of each New Year (January 1).