1. RATES: Service Rates are subject to adjustment on thirty days notice for any change in any law, causing a change in work hours, wage rates, working conditions or other costs to Company.

2 PAYMENT: Invoices will be submitted weekly and are payable on receipt at the address on the invoice. A late charge of 1/2 per month will be added to balances not paid within thirty days. Client agrees to pay Company's attorney's fees and other collection costs.


(a) Personnel supplied by Company are its employees and not Client's. Company is solely responsible for social security, unemployment and similar taxes applicable to its employees.

(b) Company is a Federal Government Contractor and complies with Executive Order 11246, as amended: Section 503 of the Rehabilitation Act of 1973, as amended: Section 402 of Vietnam era Veterans' Readjustment Assistance Act of 1974 and related regulations. Company's employees will be assigned without regard to race, color, creed, sex, national origin, handicap conditions that do not impair job performance or veteran status.

(c) Client may reasonably remove any employee assigned provided such removal is not in violation of law. In the event any employee is removed at Client's request, Client agrees to indemnify and hold company harmless from any claims, demands, liabilities, judgments, losses, suits, damages, fines, penalties, and expenses including reasonable attorney's fees and defense costs (hereinafter collectively "Claim(s)") that may arise there from.

4. HIRING: Client agrees that it will not, directly or indirectly, hire or employ any Company employee assigned to Client while such employee is employed by Company or for one year thereafter.


(a) Client agrees that Company is not an insurer and that the amounts payable hereunder are based upon the value of service offered and not the value of Client's interests being protected or the property of Client or others located on Client's premises. Accordingly, Company undertakes no liability to Client and makes no representation, express or implied, that its service will prevent occurrences or their consequences, that result in loss or damage

(b) Client agrees that Company shall not be liable for any Claims incurred or asserted by Client, irrespective of origin, to person or property, whether directly or indirectly caused by performance or nonperformance of obligations imposed by this agreement or by negligent acts or omissions, including those relating to the hiring, training, supervision or retention of personnel, of Company, its agents or employees.

(c) The services provided under this Agreement are solely for the benefit of Client and neither this Agreement nor any services rendered hereunder confer any rights on any other party as a third-party beneficiary or otherwise and Client agrees to indemnify and hold Company harmless from and against any claims made by a third party(s), including, but not limited to, injury, death or damage or loss of property, arising from the negligent acts or omissions, including those relating to the hiring, training, supervision or retention of personnel, of Company, its agents or employees.

(d) If, at Client's request, company employees undertake duties or are requested to use equipment or vehicles other than as agreed to in writing by Company, Client shall be solely responsible for and shall indemnify and hold Company harmless from and against any claims arising there from, including, but not limited to, claims arising from the negligent acts or omissions including those relating to the hiring, training, supervision or retention of personnel, of Company, its agents or employees.

(e) Client hereby waives any and all rights of subrogation that any insurer of Client may have against Company. Where Company is entitled to indemnification, company shall have the right to tender defense of the claim to Client.

6. FORCE MAJEURE: The obligations of Company hereunder may be suspended during any period where performance is prevented by acts of God, civil or labor disturbances, or events beyond Company's reasonable economic control.


(a) Client agrees that it will comply with OSHA Hazard Communication Standards and will indemnify and hold company harmless from all Claims, including injuries to Company's employees arising out of a condition existing at Client's premises or Client's violation of any safety or health related law or regulation.

(b) Client further agrees to :
(1) make available to company the Material Safety Data Sheet for each hazardous chemical to which Company's employees may be exposed at Client's premises; (2) inform company of (A) precautionary measures that need to be taken to protect Company's employees and (B) Client's hazardous material labeling system.

8. INSURANCE: client agrees to assume all risk of loss or damage to its premises, business and property of others on Client's premises occurring as a result of fire, theft or other casualty and Client agrees that it will maintain insurance to fully protect Client against such loss or damage. Accordingly, Client waives its right of recovery against Company of any such loss or damage, however caused.

9. SCOPE OF SERVICE: This Agreement and written schedule of guard assignments, patrol inspections and post orders, which collectively set forth the Security Services to be performed, may be changed with the written approval of Company. Other amendments to this Agreement must be in writing and signed by authorized representatives of the parties hereto. If there is any conflict between the terms of any other documents and this Agreement, this Agreement shall control.

10. ENTIRE AGREEMENT AND INTERPRETATION: This Agreement constitutes the entire agreement and understanding between the parties, and no representations, inducements, promises or agreements not embodied herein shall be of any force or effect. This Agreement shall be governed under the law of the state of its performance and, if any provision shall conflict therewith, such provision shall be interpreted to remove such conflict, so that this Agreement and all its other provisions shall remain in full force and effect.

11. DEFAULT: Company may terminate this Agreement immediately and exercise such other rights and remedies as permitted by law, if Client fails to pay any amount when due or if any proceeding is commenced or threatened by or against Client under the Bankruptcy Code or any other Debtor's law or if Client makes or threatens to make an assignment for the benefit of creditors.