SECURITY SERVICES AGREEMENT

This Security Services Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Client” and the “Company” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Client is engaged in the business of [INSERT TYPE OF BUSINESS] and is willing to have Security services from the Company.
2. The Company possesses the security personnel with necessary qualification, skills and expertise to perform the services as agreed upon by both the parties.
3. The Client and Company mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1.  "Client" refers to an individual or an entity engaging the security services of the Company under this Agreement.
   2. "Company" refers to an individual or entity who is engaged in providing the Security services to the Client under this Agreement.
   3. "Services" shall mean the Security services to be provided by the Company to the Client, as detailed in the Scope of Services.
   4. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. SCOPE
   1. The Company agrees to provide the following Security Services [INSERT DESCRIPTION OF SECURITY SERVICES].
   2. The Company shall assign only those security personnel who can perform the services diligently and in a professional manner, applying their expertise and best efforts to achieve the desired outcomes as agreed upon by the parties.
   3. Client acknowledges that the Scope of Services does not include any service beyond the defined services unless explicitly agreed upon in writing and subject to additional fees and terms.
   4. The Company can decide the location of the Service as per the comfort of both the parties.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. COMPANY’S OBLIGATION
   1. The Company shall diligently and professionally in good-faith perform the Security services.
   2. The company commits to providing qualified and trained security personnel to perform the specified services and agrees to ensure that its personnel receive appropriate training and certifications as required by the agreement or applicable laws.
   3. The company shall ensure that all security operations are conducted in compliance with applicable local, state, and federal laws and regulations.
   4. The company will provide any necessary equipment, uniforms, vehicles, or other resources required for the provision of security services.
   5. The Company shall be available to offer consultation and support to address any related inquiries or concerns raised by the client during the term of this agreement.
   6. The Company shall not disclose any confidential information of the client to any third-party without the prior permission of the Client.
5. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access, information, and data to the Company in order to render the Security Services as per the agreed terms and conditions of this Agreement.
   2. The Client shall not engage in any activity that may violate the guidelines or compromise the integrity of the Security services.
   3. The Client shall provide timely payments to the Company for the services as per the agreed terms and conditions.
   4. The Client shall not disclose any confidential information of the Company to any third-party without the prior permission from the Client.
6. PAYMENT
   1. In consideration for the security services, the Client shall pay [INSERT AMOUNT PAYABLE BY THE CLIENT] on a monthly basis to the Company. Payment billed shall be due and payable upon the Company providing the Client with an invoice. For any other reasonable expense of the Security personnel related to the service provided, the client agrees to make the payment along with the Amount mentioned in this agreement.
   2. All payments made to the Client under this Agreement must be in [INSERT FIAT CURRENCY]. The client agrees to pay the amount mentioned in the invoice within [INSERT NUMBER OF DAYS IN WHICH THE PAYMENT SHALL BE MADE] business days. The payment shall be made via [INSERT MODE OF PAYMENT].
7. REPRESENTATION AND WARRANTY
   1. The Client represents and warrants that all the information provided to the Company, including business information and contact details is accurate, complete and up-to-date.
   2. The Company represents and warrants to have security personnel with necessary skills, expertise, knowledge and resources to perform the Services in a professional and competent manner.
   3. The Company warrants that all the techniques and strategies used during the project shall be in compliance with applicable law, regulations, and industry best practices.
8. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The Company covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property of the Client’ business and that the Client shall be the sole, exclusive and absolute owner of all.
   2. All the intellectual property rights related to the Company Services shall remain the property of the Company. Client is granted a non-exclusive, non-transferable license to use the Security Services for its internal purpose only.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
       3. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    2. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
12. LIABILITY
    1. The Company shall be solely responsible for any loss, damage, injury, or liability arising out of or in connection with the negligent acts or omissions of its security personnel in the performance of the Services under this Agreement. The Company shall maintain, at its own expense, commercial general liability insurance (including contractual liability coverage) with limits of not less than [INSERT AMOUNT OF LIABLITY] per occurrence and [INSERT AMOUNT] aggregate, naming the Client as an additional insured, and shall furnish certificates of insurance to the Client upon request.
    2. The Client shall not be liable for any injury to, or death of, the Company’s employees, agents, or contractors, nor for any damage to the Company’s property, equipment, or vehicles, unless such injury or damage arises solely from the gross negligence or willful misconduct of the Client. The Client shall maintain appropriate insurance covering its premises and operations and shall provide evidence of such coverage to the Company upon request.
    3. To the fullest extent permitted by law, each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to (a) the indemnifying Party’s breach of any representation, warranty, or obligation under this Agreement; (b) the negligence or willful misconduct of the indemnifying Party or its personnel; or (c) any violation of applicable laws, regulations, or ordinances in connection with the performance of this Agreement.
    4. Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages (including lost profits or business interruption), whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages. The total liability of each Party for all claims arising out of or relating to this Agreement shall in no event exceed the total fees paid or payable by the Client to the Company under this Agreement during the twelve (12) months preceding the event giving rise to the claim.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Licensor and Licensee
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
    2. If to the Company : [INSERT EMAIL ID OR/AND ADDRESS OF COMPANY]
    3. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
    4. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. ELECTRONIC SIGNATURES:
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including email electronic signatures.
18. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
20. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF THE COMPANY]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF THE CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF CLIENT]