(Effective December 1, 2017)
The fulfillment of Client's request for Security Services under a Scope of Work ("Booking") may be for a single event ("Single Booking") or on a recurring weekly or monthly basis ("Recurring Booking"). For Recurring Bookings, Company strives to supply dedicated security personnel ("Guards") but makes no guarantee that the same Guards will be present for the entirety of each Recurring Booking. Any special requests for a particular Guard will be handled on a case-by-case basis in the sole discretion of Company. Company will be responsible for the hiring, supervising, screening, scheduling, and compensation of the Guards. Company will ensure that Guards are appropriately licensed to provide security services in the applicable jurisdiction. Company will comply in all material respects with all applicable laws and regulations in providing the Security Services.
"Confidential Information" means information that is disclosed by one Party (as the “Disclosing Party”) to the other (“Receiving Party”) in writing, orally, or by display that is clearly marked or labelled as "confidential" or, if disclosed verbally, is identified as confidential when disclosed and is summarized in writing and marked as confidential within 15 of days after the verbal disclosure. Confidential Information excludes information that: (i) is or becomes generally available to the public by lawful means; (ii) was known by Receiving Party before the other Party's disclosure; (iii) was independently developed by Receiving Party without using any Confidential Information; or (iv) is subject to disclosure under a court order or other lawful process. The Receiving Party will (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use, publish or divulge Confidential Information for any purpose except as necessary to facilitate the performance of the Security Services; and (iii) only disclose Confidential Information to the Receiving Party’s representatives on a "need to know" basis and subject to a written agreement consistent with this Section 5.
Company warrants for a period of 90 days after the date that Security Services are provided that it will perform the Security Services (i) in accordance with the Contract; (ii) using Guards that are duly licensed in accordance with all applicable legal requirements; have the commercially reasonable experience, qualifications and ability to provide the Security Services, and have been thoroughly screened by Company; and (iii) in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services. COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUINIARY LOSS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE FEES PAID TO COMPANY IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
During the term of these Terms and Conditions, each Party will, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, comprehensive general liability coverage with coverage limits of at least two million dollars ($2,000,000). Each Party may request from the other Party and is required to provide to the other Party with certificates of insurance showing the insurance coverage required in these Terms and Conditions. Except where prohibited by law, each Party will require its insurer to waive all rights of subrogation against the other Party and its insurers.
Client acknowledges and agrees that Company has invested significant time and resources in the hiring, training, and management of its personnel. Without Company's consent, Client will not, during the Term of the Contract and for a period of two years thereafter, actively recruit any Company personnel for employment. In the event Client breaches this Section 10, Client must pay to Company liquidated damages in the amount of 20% of the annual salary of the poached personnel. The Parties agree that Client's solicitation of Company personnel would cause Company to sustain injury and damages in an amount difficult to ascertain and the agreed-upon sum is not a penalty but rather a reasonable measure of Company's damages. Such liquidated damages are due and payable within 7 days of Client's receipt of Company's written demand for payment.
In the event of any conflict or inconsistency between the Terms and Conditions and any provisions in a Scope of Work, the Terms and Conditions control, and conflicting or inconsistent provisions in the Scope of Work will have no force or effect unless the Scope of Work expressly intends to change a provision in the Terms and Conditions and constitutes an enforceable amendment meeting the requirements of these Terms and Conditions.
Company will not be liable or responsible to Client for any failure or delay in fulfilling or performing any Security Services when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, flood, fire, earthquake, governmental actions, war, or Client's acts or omissions.
Client may not assign its interest in the Contract without the written consent of Company. Company may subcontract all or portions of the Security Services.
No joint venture, partnership, employment, or agency relationship exists between Client and Company as a result of the Contract or the use of the Security Services. Guards are employees of Company, and the Guards will not be deemed to be an employee of Client for any purpose.
Any waiver or failure to enforce any provision of the Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Contract will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
No amendment to or modification of Contract is effective unless it is in writing and signed by an authorized representative of each Party.
The Contract and all actions related to it will be governed and interpreted by and under the law of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. The exclusive venue and jurisdiction for any and all disputes, claims, and controversies arising from or relating to the Contract will be the state courts located in San Francisco County, California or the federal district courts located in the Northern District of California.
If a dispute arises out of or relates to the interpretation, application, enforcement, or performance of Security Services under the Contract, the Parties agree to first try in good faith to settle the dispute by negotiations between senior management of the Parties.
All notices and other communications required by the Contract must be in writing. Notices must be given by personal delivery; a nationally-recognized, next-day courier service; first-class registered or certified mail, postage prepaid; or electronic mail to Company as follows: Bold Guarding, Inc. , 292 Townsend Street, San Francisco, CA 94.