Master Service Agreement – Register for Purchase

This Master Services Agreement (the “Agreement”) is made by and between CORE Security Services (“CORE”) with an address at 6148 Lee Highway Suite 110, Chattanooga, Tennessee, 37421 and YOU, The Client (hereinafter “CLIENT”). The Agreement consists of the following documents, which are incorporated herein by reference:

• Any and all subsequent Work Orders (Exhibit 1)

NOW, THEREFORE, in consideration of the mutual undertakings set forth below, the Parties agree as follows:

1. WORK ORDERS AND SCOPE OF SERVICES:  This Agreement anticipates the execution of various written Work Orders (see Exhibit 1 Work Order) and sets forth the terms and conditions pursuant to which CORE, will provide CLIENT the services (“Services”) specified in each Work Order.  Each Work Order shall define the scope of Services to be performed, the location of CLIENT’s facility, job, or project for providing such Services, the time period for performance, the agreed-upon fees, and additional provisions, if any, applicable to such Services.
2. STANDARD OF CARE:  CORE will perform its Services in a manner consistent with that level of care and skill ordinarily exercised by other members of the Security Services profession practicing in the same locality, under similar conditions and at the date the services are provided.  CLIENT acknowledges that no level of security can conclusively determine whether a property or its structures are completely free of security risks or security breaches.  CLIENT is advised to carefully review any other pertinent limitations described in the Proposal or in the scope of Services. Performance of Security Services does not constitute a warranty or guarantee of any type, since even with diligent observation and assessment, security breaches may occur.  The Parties agree that, before exercising any other remedy for any alleged breach of CORE of the standard of care hereunder, CLIENT will direct CORE in writing to re-evaluate any defective Services.  CORE makes no other representation, guarantee, or warranty, express or implied, regarding the services, communication (oral or written), report, opinion, or instruments of service provided under this Agreement.
3. CORE’S RESPONSIBILITIES:  CORE will perform Security Services as an independent contractor and shall neither act as an agent or employee of CLIENT. CORE shall be solely responsible for the conduct of its own employees and for any of its employees’ compensation, benefits, contributions, and payroll taxes.  CORE will, as directed by CLIENT or its agent (i) provide qualified staff to perform the Services specified in the Work Order; (ii) maintain records of Security activities; (iii) work, to the extent reasonably possible, in coordination with CLIENT’s employees, contractors, consultants and other site staff so as not to impede the work environment; and (iv) require its personnel to maintain a safe, clean and orderly work environment. 
4. TERM AND TERMINATION:  The term of this Agreement shall commence on the date of execution of the Agreement, except as to Services authorized by CLIENT and performed by CORE prior to execution of this Agreement, and shall continue in effect with respect to any Work Orders signed by both Parties or until terminated by either party as provided herein.  Either party may terminate this Agreement or any Work Order at any time, with or without cause, by providing not less than thirty (30) days advance written notice to the other party.  Notwithstanding the termination of this Agreement, the Agreement will survive as to any and all Work Orders signed by both Parties prior to the Agreement’s effective termination date, and until all of the rights and obligations of both Parties hereunder have been fulfilled.  CLIENT shall compensate CORE for all Services performed hereunder through the date of any termination and for all reasonable costs and expenses incurred by CORE in effecting the termination, including, without limitation, non-cancelable commitments, fixed cost components, and other demobilization costs.
5. COMPENSATION:  CORE may be compensated for its Services either on a time-and-material or fixed-price basis or any other method as mutually agreed upon and as specified in each Work Order.  CLIENT agrees to provide any invoice format and contents requirements to CORE in advance of signing the Agreement.  Additional charges may apply to any contracting or invoicing specifications outside of CORE’s standard procedures.  CLIENT understands that time-and-materials pricing should be construed as an estimate only and that true costs may be higher or lower, depending on actual circumstances.  If a Work Order is to be performed on a time-and-materials basis, CORE shall be reimbursed for all hours worked and other costs incurred at the rates and terms set forth in its then current fee schedule.  CORE shall submit its invoices of Services rendered to CLIENT monthly. The terms of payment are net thirty (30) days from date of invoice, with a one-half percent (0.5%) per month service charge on balances past due.  Interest on amounts that are past due shall be computed from the initial date of invoice.   The terms of payment are net thirty (30) days from date of invoice.  CORE may suspend performance of Services under this Agreement until CORE has been paid in full for all balances past due, including applicable service charges.  CORE shall be entitled to recover all its attorney’s fees and costs resulting from its efforts to secure payment from Client.
6. INSURANCE:  In addition to other types of insurance coverage, CORE currently carries Worker’s Compensation, Commercial General Liability, and Automobile Liability Insurance for bodily injury and property damage.
   1. CORE shall maintain Automobile Liability insurance for its employees’ operation of CORE’s owned, leased and non-owned vehicles. However, to the extent that Client requires CORE employees to drive Client’s vehicles in performance of the Services, Client agrees to carry Automobile Liability insurance for those vehicles with bodily injury and property damage limits of One Million Dollars ($1,000,000.00). Such insurance will be primary for any loss or damage occurring to Client vehicles operated by CORE employees in performance of the Services, and under no circumstances shall CORE indemnify or defend Client or Client’s insurer for losses that occur or arise out of CORE’s operation of Client-owned vehicles. Client agrees that CORE is not an insurer of Client’s operations, personnel or facilities. Except as provided elsewhere in this Agreement, Client assumes all risk of loss, physical damage and personal injury at its operations, to its personnel and/or facilities or any other property resulting from fire, theft or other casualty, and Client waives any right of recovery and its insurers’ right of subrogation against CORE for any loss or damage resulting from any such occurrence.
7. CHANGES:  CLIENT or CORE may request changes to the scope of Services by altering, adding to, or deleting from the Services to be performed by CORE.  Both Parties agree to negotiate in good faith to determine changes in scope, any needed equitable adjustment to the price and time for performance of the affected Work Order, and to execute an amended Work Order.  Should the total cost of CORE’s performance under a Work Order be greater than an estimated amount, CORE will notify CLIENT.  Failure by both parties to renegotiate in good faith the terms and conditions of any Work Order may result in suspension of work without penalties, and termination of this Agreement by CORE.
8. FORCE MAJEURE:  If the performance of Services by CORE is affected by causes beyond its reasonable control, Force Majeure shall result.  Force Majeure includes, but is not limited to, acts of God, acts of a legislative, administrative, or judicial entity, acts of CLIENT’s separate contractors and consultants; war; fires; floods; labor disturbances; and unusually severe or unanticipated weather.
9. INSTRUMENTS OF SERVICE:  All reports or other documents (or copies) furnished to one party by the other party shall, at either party’s written request, be returned upon completion of the Services; provided, however, that the party may retain one (1) copy of all such documents for record keeping purposes.  All reports and work product (or copies thereof) in any form prepared or furnished by CORE pursuant to this Agreement are instruments of service.  Exclusive ownership, copyright and title to all such instruments of service shall remain with CORE.  The opinions and other information prepared or furnished by CORE under this Agreement, including, without limitation, its instruments of service, are not intended to inform, guide, or otherwise influence any entities or persons other than CLIENT with respect to any particular business transactions and should not be relied upon by any entities or persons other than CLIENT for any purpose.  Any requests by third parties for reliance upon the Instruments of Service will be subject to prior approval at CORE’s sole discretion and subject to the terms of CORE’s then effective policy, including additional fees and limitations related thereto.  CORE will not be responsible for damages resulting from any unauthorized use by CLIENT or others of the instruments of service furnished by CORE under this Agreement.
10. CLIENT’S RESPONSIBILITIES:  CLIENT agrees to (i) convey and discuss with CORE all available material, data, and information pertaining to the Services, including, without limitation, any potentially hazardous conditions or properties known or believed to be present at any site and the status of any filed or pending judicial or administrative action concerning the site or Job; (ii) ensure the cooperation of CLIENT’s employees and separate contractors and consultants; (iii) be solely responsible for determining whether the Job is subject to prevailing wage regulations and to notify CORE of such determination in advance of its proposal; and (v) not solicit for employment any CORE personnel directly associated with the performance of the Services during the term of this Agreement, or, alternatively, to pay CORE liquidated damages in the amount of Ten-Thousand and No/100 Dollars ($10,000.00), unless explicitly agreed in writing to state otherwise.
11. ALLOCATION OF RISK:  Neither party shall be responsible to the other for any special, incidental, indirect, penal, punitive, exemplary or consequential damages (including lost profits) incurred by either CORE or CLIENT or for which either party may be liable to any third party.  The indemnity obligations and the limitation of liability established below shall survive the expiration or termination of this Agreement.
    1. Indemnification of CLIENT.  Subject to the provisions and limitation of liability of this Agreement, CORE agrees to indemnify and hold harmless CLIENT, its shareholders, officers, directors, employees, and agents from and against any claims, suits, damages, expenses, including reasonable attorney’s fees, or other losses (collectively “Losses”) to the extent caused by CORE’s grossly negligent performance of Services under this Agreement.
    1. Indemnification of CORE.  Client will indemnify and hold harmless CORE, its shareholders, officers, directors, employees, and agents from and against Losses to the extent caused by the negligence of Client, its employees, agents, and contractors. 
    1. Limitation of Liability:  Notwithstanding any other item stated herein, the total liability of CORE arising out of or related to this Agreement, whether based in contract or tort, shall be limited to the amount paid by CLIENT to CORE for the Services under this Agreement.  This limitation of liability shall include any Losses payable to Client under Section 11(a) herein.  All claims by CLIENT against CORE shall be deemed waived unless written notice of the claim has been provided to CORE within one (1) year after substantial completion of the Services performed under a particular Work Order.  CLIENT agrees that any claim or suit for damages made or filed against CORE by CLIENT will be made or filed solely against CORE or its successors or assigns and that no shareholder or employee of CORE shall be personally liable to CLIENT for damages under any circumstances.  This limitation of liability applies to any and all claims, no matter how pleaded, including claims for errors and omissions, breach of contract, negligence, or breach of fiduciary duty and applies to all phases of Services performed under this Agreement.  CORE’s total liability to CLIENT and anyone claiming by, through, or under CLIENT for damages shall not exceed the percentage share that CORE’s negligence bears to the total negligence of all negligent entities and individuals.
12. GOVERNING LAWS:  This Agreement shall be governed and construed in accordance with the laws of the State of the CORE office entering into this Agreement.
    1. Some or all of the physical security guard services identified in this Agreement could be designated as a Qualified Anti-terrorism Technology (“QATT”) under the Support Anti-terrorism by Effective Technologies (SAFETY”) Act of 2002, 6 U.S.C. §§ 441-444, as amended. Where this QATT has been deployed in defense against, response or recovery from an act of terrorism, as that latter term is defined under the SAFETY Act (as herein defined), CORE and Client agree to waive all claims against each other, including their professionals, directors, agents or other representatives, arising out of the manufacture, sale, use or operation of the QATT, and further agree that each is responsible for losses, including business interruption losses, that its sustains, or for losses sustained by its own employees resulting from an activity arising out of such act of terrorism. This provision shall apply throughout the term of this Agreement, regardless of whether CORE should cease to have SAFETY Act coverage for these Services for any reason.
    1. Client shall, at its own cost and expense, comply in full with all applicable federal, state, provincial, and local statutes, laws, ordinances, rules regulations, orders, licenses, permits or fees (“Governmental Regulations”) applicable to its operations and its performance under this Agreement, including without limitation, (i) environmental laws, (ii) laws relating to accessibility by and accommodation of handicapped persons, and (iii) laws relating to discrimination of any type of manner. Client shall notify CORE in writing within forty-eight (48) hours of any inquiry, notice, subpoena, lawsuit, or other evidence of an investigation by any public agency or the commencement of any judicial or administrative litigation, or arbitration proceedings with respect to CORE’s operations at the property and/or performance under this Agreement. Should CORE be issued a citation or other sanction because of conditions on the premises created by others, Client shall pay and will be responsible for the fine. The foregoing shall include, but not be limited to, all applicable health, safety, and labor standards.
    1. 3.  Under no circumstances will CORE indemnify Client for Workers’ Compensation claims or for fulfilling independent statutory duties Client owes to third parties or its employees.
13. ASSIGNMENT AND SUBCONTRACTING:  This Agreement shall not be assigned by either party without the prior written approval of the other party.  CORE, however, may elect to subcontract portions of the Services to a qualified subcontractor.
14. NO THIRD PARTY BENEFICIARIES:  This Agreement does not create any right or benefit to anyone other than CLIENT and CORE.  There are no intended third party beneficiaries of this Agreement including, but not limited to, the persons performing work on the Job.  CORE does not take responsibility for the safety of individuals working on the Job which responsibility shall remain exclusively with the CLIENT with respect to its employees, other contractors, or subcontractors. 
15. WAIVER OF TERMS AND CONDITIONS:  The failure of either Party in any one or more instances to enforce one or more of the terms or conditions of this Agreement, or to exercise any right or privilege in this Agreement, or the waiver by CORE or CLIENT of any breach of the terms or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no such waiver had occurred.
16. SEVERABILITY:  Every term or condition of this Agreement is severable from the others.  Notwithstanding any possible future finding by a duly constituted authority that a particular term or provision is invalid, void, or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms, and provisions shall not be affected thereby.  The parties further intend that any provision found to be invalid, void or unenforceable shall, to the extent possible, be reformed by the judge or arbitrator interpreting the provision so as to make it enforceable to the fullest extent of applicable law.
17. ENTIRE AGREEMENT:  The terms and conditions set forth herein, including any associated Work Orders, constitute the entire understanding and agreement of both Parties with respect to the Services.  Any amendment or revision to this Agreement shall be in writing and signed by an authorized representative from each party.  Any oral modification or revision of this Agreement or any Work Order shall not operate to modify this Agreement or any Work Order.  This Agreement supersedes and replaces any and all previous agreements between the parties.