Security Guard Contract Template

Contract #: (number)

This Security Guard Agreement, hereinafter known as this "Agreement," (this "Agreement") is entered into by and between [Sender.Company], a (describe nature of business, i.e., an automotive manufacturing corporation) hereinafter known as "Company," acting by and through its Company Representative, Mr/Ms. [Sender.FirstName]​[Sender.LastName] and [Partner.FirstName]​[Partner.LastName]/[Partner.Company], hereinafter known as "Contractor," effective for all purposes upon execution by the Company.

Now, therefore, this Agreement is entered into by Contractor and Company who agree as follows:

1. Services

Contractor will provide Security Guard services in full accordance with the document Exhibit A – Scope of Services, which is attached hereto this Agreement and made a part hereof by reference, along with such additional or amended services the Parties may agree to in writing.

2. Term

This Agreement is for a term of (number) hours/days/months/years, commencing on the date signed by the Company Representative. The term includes an option to extend for up to (number) additional (number) hours/days/months/years periods subject to the approval of the Contractor and the Company.

3. Service rates

The Services shall be provided at the rates set out in Exhibit B – Service Rates attached hereto and made a part hereof by reference.

4. Payment

Payment terms are net 30 days after the services are completed, or goods are provided, as required, or a correct invoice is received, whichever is later.

5. Contract administrator

The Company's contract administrator is responsible for approval of all phases of operations and performance under this Agreement, including deductions for non-performance and authorizations for payment.

All of the Contractor’s notices and communications regarding this Agreement must be directed to the Contract Administrator unless indicated otherwise in this Agreement.

6. Independent contractor

Contractor shall perform the Services hereunder as an independent contractor and deliver such Services in its own method and manner, and under no circumstances will any agent, employee, or representative of the Contractor be considered an employee of the Company.

This Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

7. Insurance

Contractor shall, at its own expense, keep in force at all times for the duration of this Agreement (types of insurance, i.e., public liability, property damage, and personal injury) insurance with a combined single limit of (dollar amount of coverage).

Before Services can begin under this Agreement, the Contractor’s insurance company must deliver a Certificate of Insurance (or whatever specific insurance is required for this position) as proof of the required insurance coverages to the Contract Administrator.

Additionally, the certificate must state that the Company's Risk Manager will be given at least thirty (30) days’ notice of cancellation, material change in the coverages, or intent not to renew any of the policies.

The Company must be named as an additional insured. The Company's Legal Attorney must be given copies of all applicable insurance policies within 15 days of the Company's written request to Contractor.

8. Licenses and permits

Contractor hereby represents and warrants to Company that it has and will continue to maintain all licenses and approvals required to conduct its business at all times hereunder.

9. Assignment

Contractor is restricted from assigning this Agreement or any right or interest therein held by the Contractor to any other party unless the Company first gives written consent to such assignment.

The performance of this Agreement by the Contractor is the core attribute of this Agreement, and the Company's right to withhold consent to such assignment is within the sole discretion of the Company and based on any reason whatsoever.

10. Waiver

No waiver by either party of any breach of any condition or term of this Agreement waives any subsequent breach of the same.

11. Compliance with laws

This Agreement is subject to all applicable federal, state, and local laws. All duties of the parties will be performed in (city, state).

The applicable law for any legal disputes arising out of this Agreement is the law of (state), and the venue and forum for such disputes is the appropriate district or county court in and for (city, state).

12. Subcontractors

The Contractor may utilize subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must acquire prior written approval from the Company.

In using subcontractors, the Contractor is responsible for all their subcontractor's actions to the same extent as if the subcontractor and its employees were employees of the Contractor.

All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services.

13. Amendments

Any amendments to this Agreement must be confirmed in writing and signed by authorized personnel of both parties.

14. Termination

Company may terminate this Agreement for Contractor’s failure to perform the services specified in this Agreement and its exhibits. Company must give Contractor written notice of the breach and may provide a reasonable opportunity to rectify it.

If the Contractor has not rectified it within the designated period stated in the notice, the Company may terminate this Agreement immediately thereafter. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. Alternatively, Company may terminate this Agreement without cause upon (number) days advance written notice to Contractor.

15. Taxes

The Contractor agrees to pay all applicable federal and state payroll taxes, FICA taxes, Medicare taxes, unemployment taxes, and all other taxes in accordance with Circular E “Employer’s Tax Guide”, Publication 15, as it may be amended. Upon request, Company shall be provided proof of payment of these taxes within (number) days of such request.

16. Notice

Notice must be given by personal delivery, facsimile (fax), or by certified mail, postage prepaid and return receipt requested and is deemed received on the date hand-delivered or faxed, with proof of accepted transmission, and on the third day after deposit in the U.S. mail if sent certified mail. Any notices must be sent as follows:

17. Month-to-month extension

If the Company and Contractor have not executed a new Agreement upon the expiration of the original contract term or any extension period, the Contractor shall continue to provide goods/services under this Agreement at the most current price, in accordance with the terms and conditions of this Agreement or extension, on a month-to-month basis not to exceed six months.

Any month-to-month provision of goods/services by the Contractor under this Agreement automatically terminates on the effective date of a new contract.

18. Severability

Each provision of this Agreement is severable and if, for any reason, any part or any provision hereof is determined to be invalid and contrary to any applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that remain valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part hereof had been omitted.

19. Indemnification

Contractor shall indemnify, defend, and hold harmless Company and its employees, officers, and agents from and against any and all loss, liability, claims, demands, suits, and causes of action of any nature on account of personal injuries, property loss or damage, death, or any other kind of loss or damage, including all expenses of court costs, litigation, attorney's fees, and expert witness fees which arose or are claimed to arise out of or in connection with this agreement.

Contractor must, at its own expense, investigate all demands and claims, attend to their settlement or other disposition, defend all actions based thereon with counsel reasonably satisfactory to all parties, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said damage, liability, loss, claims, actions, or demands.

​The indemnification requirements of Contractor under this section survive the termination or expiration of this Agreement.