Head of Security Service Agreement
THIS SERVICES AGREEMENT (the “Agreement”) is entered into by and between Head of Security, LLC (“HS”), a Delaware limited liability company with a principal place of business at 332 S. Michigan Ave, Suite 121-L487, Chicago Illinois, 60604 and you (the “Client” or “Customer”) with a principal place of business at the address provided in your Head of Security Platform profile account (collectively, “the Parties”) as of the date you signed up as a new client (the “Effective Date”).
1. HS SERVICES
A. HS provides Customers with a referral service designed to connect individuals and businesses seeking to book or hire private security service providers (“Security Providers” or “Security Partners” or “Agencies”) with each other (the “Services”).
HS agrees to perform those Services for Customer subject to the terms and conditions of this Agreement. HS is not, itself, a Security Provider.
B. Illinois Disclaimer: Pursuant to the Private Detective, Private Alarm, Private Security, Fingerprint Vendor and Locksmith Act (“ACT”), 225 ILCS 447/5-3 et seq., HS is expressly forbidden from performing any licensed security activities other than when licensed as a licensed Private Security Contractor. HS is not licensed as a Private Security Contractor Agency. This Agreement will only allow HS to provide employee referral services for you to a licensed Private Security Contractor Agency. At no time pursuant to this Agreement will HS be providing any licensed security services for Customer in any capacity.
C. Any and all work to be performed by Service Providers under this Agreement shall be set forth in individual Statements of Work (each, an “SOW”), created by Security Providers and agreed upon by customers, each of which shall describe the work to be performed, and shall include (a) a description of the particular engagement to be tasked by HS (“Deliverables”), (b) a work schedule (the “Schedule”), (c) a payment schedule, and (d) additional terms and conditions applicable to a particular engagement as the Parties deem appropriate.
D. All SOWs shall be substantially in the form set forth in Exhibit A attached hereto or in your Head of Security Platform account and service requests 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 executed SOW will be subject to the terms and conditions of this Agreement. The Security Providers shall perform all Deliverables described in each SOW in accordance with the terms of this Agreement. After commencement of the Deliverables, if circumstances lead either Party to believe that a Security Provider should provide additional personnel, that Party shall notify the other Party of the number of additional security personnel requested. The Parties will then negotiate in good faith to arrive at a reasonable and equitable modification of the SOW (a “Change Request”). Each Change Request shall be subject to the terms and conditions of the applicable SOW and the terms of this Agreement.
A. Customer shall compensate HS for its Services pursuant to the Payment Schedule agreed to by the Parties and set forth in the applicable SOW. Customer shall reimburse HS for documented, reasonable, and necessary travel expenses incurred by HS in the performance of its Services. Such expenses shall be billed and reimbursed without mark-up of any kind. Any out-of-state travel expenses incurred by HS, 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 HS any fees incurred with respect to a particular engagement are due immediately upon receipt 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 as of the Effective Date and shall continue for an indefinite period of time, unless earlier terminated pursuant to this Section 3, and may be renewed after termination upon mutual agreement of the Parties. However, in the event any Deliverables 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 Deliverables until such date as the relevant Deliverables are completed.
B. Customer and HS shall have the right to terminate this Agreement, in whole or in part (including any SOW), at any time, with or without cause, upon five (5) business days’ written notice. After Customer has terminated this Agreement, Customer shall compensate HS for all actual, undisputed expenses and charges incurred in accordance with this Agreement up to the date of termination.
Customer acknowledges and agrees that the business of HS is competitive, that HS invests substantial resources in locating, collaborating with, and presenting Security Personnel to HS’s customers, and that the loss of the relationships that HS has built with its customers and Security Personnel would cause immediate, immeasurable, and irreparable harm, loss, and damage to HS not adequately compensable by a monetary award. Accordingly, during the term of this Agreement and for a period of 1 (one) year after the date upon which this Agreement is terminated, Customer agrees not to directly or indirectly solicit or hire any Security Personnel: with whom Customer became affiliated through HS and/or who have provided/are scheduled to provide security services to Customer through HS’s performance of the Services hereunder. Should Client violate the terms of this Paragraph, Customer agrees to pay HS liquidated damages in the amount of five thousand dollars ($5,000) per violation.
During the period commencing on the date shown on the applicable SOW or service request as the first date Service Provider is to provide Deliverables to Customer, and continuing during the term of that Engagement, Customer will keep in full force an effect, at its sole expense, the following insurance coverages:
Worker’s compensation coverage for its employees with statutory limits, including an alternative employer endorsement, and employer’s liability coverage with limits not less than five hundred thousand ($500,000.00) dollars. Prior to the commencement of any Engagement, Customer shall provide HS with proof 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 Partner’s failure to renew any policy on the certificate by each policy anniversary date during the term. Customer’s compliance with the requirements of this article as to carrying insurance and furnishing proof of insurance to HS will not relieve Customer of its indemnity liability under paragraph 6 below, or Customer’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 Customer or any of Customer’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, Customer releases and discharges HS of and from any and all liability to Customer and to anyone claiming by, through or under Customer 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, Customer will defend, protect, hold harmless and indemnify HS, and HS’s respective officers, directors, partners, employees and agents, 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 services provided by an HS Service Provider to any Customer, including, without limitation, any breach of contract or negligent act or omission by Service Provider or any of its employees, agents, or subcontractors. Customer’s indemnity will include indemnity with respect to claims alleging or involving joint or comparative negligence. Customer’s indemnity will not extend to liability resulting from the sole negligent act, sole omission, or sole misconduct of HS or Service Provider, except with respect to liability allegedly resulting from HS’s negligently having agreed to contract with, retain or otherwise become or remain associated with Service Provider. In no event will HS be liable to Customer for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if HS has been advised of the possibility of such damages. If, notwithstanding the other provisions of this Agreement, HS 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, HS’s liability shall in no event exceed the greater of (i) the total of any fees paid by Customer to HS with respect to the Services paid for during the six months prior to the date of the initial claim made by Customer against HS, or (2) $1,000.00.Intellectual Property.
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.
HS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE QUALITY OF THE DELIVERABLES PROVIDED BY ANY SECURITY SERVICE PROVIDER OR ABOUT THE INTERACTIONS BETWEEN CUSTOMER AND ANY SECURITY SERVICE PROVIDER. CUSTOMER AGREES TO RESOLVE ANY ISSUES, DISPUTES OR CONCERNS WITH A SECURITY SERVICE PROVIDER DIRECTLY WITH THE SECURITY SERVICE PROVIDER AND/OR HIS OR HER DIRECT EMPLOYER, NOT HS.HS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.HS 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 OR ANY SERVICE PROVIDER’S DELIVERABLES. CUSTOMER HEREBY EXPRESSLY RELEASES HS FROM ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES OR DAMAGES ARISING FROM CUSTOMER’S USE OF THE SERVICES OR ANY SERVICE PROVIDER’S DELIVERABLES. 8. REPRESENTATIONS AND WARRANTIESA.
HS hereby represents and warrants to Customer that: (i) HS Security Providers have and will at all relevant times have the state-specific registrations, licenses, permits, and approvals required to provide 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); (ii) HS’s engagement by Customer does not and will not materially breach any agreement with any third party; (iii) HS will perform its Services in a professional manner.
Customer shall not make any oral or written statement or other communication that disparages or places HS, any affiliates thereof, the respective principals, officers, directors, employees, investors, partners, managers, members, products or services of HS or any of its affiliates in a false or negative light; 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.
10. RELATIONSHIP OF PARTIES
Both HS and any Security Providers provided by HS will act solely as independent contractors in performing the Services and/or the Deliverables, 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 and among Customer, Security Provider and HS. HS shall be solely responsible for the compensation, benefits, contributions and taxes, if any, of its employees, subcontractors and agents.
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.
12. ENTIRE AGREEMENT
This Agreement, including any exhibits and any addenda thereto, constitutes the entire agreement between Customer and HS. 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.
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.
14. GOVERNING LAW
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 Customer 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. The parties agree that if Customer 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.
15. NO THIRD-PARTY BENEFICIARIES
The Services provided by HS and described herein are being provided only to Customer and its agents. 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.IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by the new “Client”, or Customer, by selecting “Yes” upon signing up as a Head of Security “Client”, aka the Customer, or by simply using and/or booking services. As the Client, aka the Customer, you are agreeing to the Service Agreement between you, your company and Head of Security LLC.
NO SIGNATURE IS NECESSARY. SIMPLY BY SIGNING UP ON THE HEAD OF SECURITY PLATFORM PLATFORM, SELECTING YOU AGREE TO THE SERVICE AGREEMENT AND/OR YOU USE AND/OR BOOK SERVICES THROUGH HS IS SUFFICIENT.
GENERAL/DEFAULT STATEMENT OF WORK
• Description of the particular engagement to be tasked by HS (“Deliverables”):See work order or service request in HEAD OF SECURITY PLATFORM
• Work schedule (the “Schedule”): See work order or service request in HEAD OF SECURITY PLATFORM
•Payment schedule: Payment is due upon receipt
• Additional terms and conditions, if any, applicable to the engagement and such other details as the Parties deem appropriate:
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:
• St. Patrick’s Day
• Cinco de Mayo
• Memorial Day
• Fourth of July
• Labor Day
• Thanksgiving Eve*
• Christmas Eve*
• Christmas Day*
• New Year’s Eve*
• New Year’s Day*
• And all other similar instances
All events with asterisks will be billed at time and a half. In the case of high demand times, we will give notice to all of our clients that are in close proximity to the event(s) or those that will be affected 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.
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
• All other accommodations not mentioned (i.e. plane ticket, etc.) must be paid for by client/customer
Security Officer, or Agent, Courtesy Regardless of Hours Worked:
• If a Security Officer, or Agent, is required to park their vehicle at any time, then we require you, the customer, to fully reimburse the paid parking ticket upon proof of purchase/transaction.
• A receipt from the Agent(s) is required for any and all reimbursements. This will be reflected on the next invoice.
Cancellation Policy and Fees: Cancelling any Head of Security service may be done at any time before the event or service request is set to begin. The following fees apply:
• Any cancellation within 5 days 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 any time before the date of the event. The following fees apply:
• Any service booked within 72 hours of the event date will be subject to a fee equal to 1.5x’s the amount of the original hourly rate.
• An annual increase of 1.5% will automatically be applied to the hourly rate or set retainer at the start of each New Year (January 1).
Interest and Late Fees:
• If payment of an invoice is not paid within Net Terms, then Head of Security reserves the right to charge 10% interest tacked on to the principal amount owed plus interest earned and is compounded weekly until invoice is paid in full.