Terms of Service

MASTER SERVICE AGREEMENT This Master Service Agreement (“Agreement”) is entered into as of the Effective Date set forth below by and between Paladin Public Safety, a North Carolina security services company (“Paladin”), and the client identified below (“Client”). Paladin and Client may each be referred to individually as a “Party” and collectively as the “Parties.” 1. Purpose This Agreement sets forth the terms and conditions under which Paladin will provide private security, patrol, monitoring, access control, site presence, incident response, reporting, and other related services as described in one or more quotes, proposals, service orders, post orders, schedules, or addenda executed by the Parties. 2. Scope of Services Paladin shall provide only those services specifically described in the applicable quote, proposal, service order, post orders, or written addendum signed or approved by the Parties. Unless expressly stated in writing, Paladin’s services are limited to deterrence, observation, patrol, reporting, access control, site visibility, and related security functions customarily associated with private security operations. No oral statements, prior discussions, course of dealing, or course of performance shall expand Paladin’s duties beyond the services expressly stated in the written scope of work. 3. Term This Agreement shall begin on the Effective Date and continue for an initial term of twelve (12) months, unless earlier terminated in accordance with this Agreement. Upon expiration of the initial term, this Agreement shall automatically renew for successive twelve (12) month terms unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 4. Service Orders and Post Orders Each site, assignment, property, or service package may be governed by a separate quote, service order, or post orders that set forth specific duties, schedules, hours, staffing levels, pricing, reporting requirements, special instructions, and site contacts. If there is any conflict between this Agreement and a later signed service order or addendum, the later signed service order or addendum shall control only as to the conflicting subject matter. 5. Fees and Payment Client agrees to pay Paladin all fees, charges, and expenses set forth in the applicable quote, proposal, service order, or invoice. Unless otherwise stated in writing, all invoices are due and payable within fifteen (15) days of the invoice date. Any undisputed amount not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall reimburse Paladin for all reasonable costs incurred in collecting overdue amounts, including collection costs, court costs, and reasonable attorneys’ fees to the extent permitted by applicable law. Paladin may require deposits, retainers, prepaid service blocks, or automatic payment arrangements for certain services, special events, temporary assignments, or higher-risk sites. 6. Rate Adjustments Paladin may adjust pricing upon written notice if there is any material increase in labor costs, wage rates, overtime requirements, insurance premiums, licensing fees, fuel costs, equipment costs, compliance costs, site risks, or changes in scope requested by Client. Paladin may also adjust pricing for holiday coverage, emergency response, last-minute scheduling changes, short-notice assignments, special event services, additional reporting requirements, or expanded officer duties. 7. Minimum Billing and Additional Charges Unless otherwise stated in writing, Paladin may impose minimum billing requirements for dispatches, patrol visits, call-outs, emergency responses, event staffing, after-hours service, or short-duration assignments. Client shall be responsible for additional charges arising from: Delayed site access. Locked gates or denied entry. Client-caused wait time. Extended officer standby time. Additional patrol requests. Emergency call-backs. Holiday or premium-hour coverage. Material changes to site conditions or staffing needs. 8. Client Responsibilities Client shall: Provide Paladin with accurate site addresses, maps, gate codes, access credentials, emergency contacts, and operational instructions. Disclose known hazards, prior incidents, threats, criminal activity, dangerous persons, animals, weapons concerns, environmental risks, and any other material safety issue affecting the site. Maintain the premises in a reasonably safe condition. Ensure that lighting, locks, fencing, alarms, surveillance systems, fire protection systems, utilities, and site infrastructure under Client’s control remain in proper working condition. Promptly notify Paladin of any site changes, tenant issues, occupancy changes, construction activity, law enforcement activity, or known risks that may affect services. Client acknowledges that Paladin is not responsible for repairing or maintaining the property, lighting, locks, alarms, cameras, fences, gates, or life-safety systems unless expressly agreed in writing. 9. Independent Contractor Paladin is and shall remain an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary relationship, employment relationship, or agency relationship between Client and Paladin. Paladin retains sole control over the recruitment, assignment, scheduling, compensation, supervision, discipline, replacement, and direction of its personnel. 10. Compliance With Law Paladin shall perform services in accordance with applicable laws, regulations, and licensing requirements governing the contracted security services. Client shall remain solely responsible for compliance with all laws and regulations applicable to its property, business operations, tenants, invitees, employees, guests, and site conditions. Client shall not direct Paladin or its personnel to engage in any unlawful act or to exceed any authority permitted by law or license. 11. No Guarantee of Prevention Client acknowledges that security services are intended to reduce risk but cannot and do not eliminate risk. Paladin does not warrant or guarantee that any crime, loss, theft, trespass, vandalism, injury, property damage, fire, misconduct, unauthorized entry, or other incident will be prevented. Paladin is not an insurer. Client remains responsible for obtaining and maintaining its own property, casualty, liability, crime, and business interruption insurance coverage. 12. Site Conditions and Assumption of Risk Client acknowledges that Paladin’s ability to perform services depends on conditions that may be outside of Paladin’s control, including weather, site design, lighting, access restrictions, third-party conduct, criminal conduct, tenant behavior, crowds, traffic, equipment failures, utility outages, and emergency events. Paladin shall not be responsible for losses caused by unsafe property conditions, inadequate lighting, defective locks, broken gates, faulty alarm systems, camera failures, dangerous structures, uncontrolled animals, hazardous materials, or any other condition of the premises not directly caused by Paladin’s gross negligence or willful misconduct. 13. Suspension of Services Paladin may suspend services immediately or upon notice if: Client fails to pay undisputed amounts when due. Client denies reasonable site access. Site conditions become unsafe. Client demands unlawful conduct. Client materially interferes with Paladin’s performance. Paladin determines that continued service would create an unreasonable safety, legal, or operational risk. Any suspension of services under this section shall not relieve Client of liability for fees already earned, minimum billing obligations, or amounts otherwise due under this Agreement. 14. Equipment and Uniforms Any specific equipment, vehicles, radios, body cameras, reporting technology, guard tour systems, weapons status, uniforms, or other tools to be used in connection with the services shall be provided only as described in the applicable service order or scope of work. Unless expressly stated otherwise in writing, Client shall not assume that services include armed officers, marked patrol vehicles, surveillance monitoring, body camera deployment, or alarm integration. 15. Reports and Records Paladin may prepare incident reports, patrol reports, visitor logs, activity reports, digital logs, photographs, audio records, GPS records, dispatch notes, and related operational documentation in the ordinary course of business. All such records are and shall remain the confidential business records of Paladin, except to the extent disclosure is required by law, court order, subpoena, insurance requirement, or express contractual obligation. Client may request copies of relevant service records, and Paladin may provide such records in its discretion, subject to confidentiality, legal restrictions, privacy obligations, investigatory sensitivity, and payment status. 16. Confidentiality Each Party shall maintain the confidentiality of all nonpublic information received from the other Party, including pricing, security procedures, patrol patterns, site vulnerabilities, tenant information, access credentials, operating procedures, incident details, and proprietary business information. Neither Party shall disclose such information to third parties except as necessary to perform under this Agreement or as required by law, legal process, insurance obligations, or governmental inquiry. This section shall survive termination of the Agreement. 17. Non-Solicitation of Personnel During the term of this Agreement and for twelve (12) months following its termination, Client shall not directly or indirectly solicit for hire, employ, contract with, or otherwise engage any Paladin employee, officer, supervisor, dispatcher, or contractor who performed services for Client under this Agreement, unless Client first obtains Paladin’s written consent. If Client breaches this section, Client shall pay Paladin a placement fee equal to the greater of: Two (2) months of the individual’s anticipated billings; or $7,500.00 per individual. The Parties agree that this amount is a reasonable estimate of recruiting, training, administrative, and replacement costs and is not a penalty. 18. Termination for Convenience Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party. If Client terminates this Agreement for convenience before expiration of the initial term or any renewal term, Client shall pay Paladin an early termination fee equal to two (2) months of the then-current recurring monthly charges. The Parties agree that this early termination fee reflects a reasonable estimate of Paladin’s lost scheduling commitments, personnel allocation costs, onboarding costs, administrative costs, and business disruption and is intended as liquidated damages, not as a penalty. 19. Termination for Cause Either Party may terminate this Agreement for material breach if the other Party fails to cure such breach within ten (10) days after receiving written notice describing the breach in reasonable detail. Notwithstanding the foregoing, Paladin may terminate or suspend services immediately for nonpayment, unlawful instructions, dangerous site conditions, threats against personnel, or material interference with services. Termination shall not affect any payment obligation, indemnity obligation, confidentiality obligation, limitation of liability, or other provision that by its nature should survive termination. 20. Indemnification Client shall defend, indemnify, and hold harmless Paladin and its owners, managers, officers, employees, agents, affiliates, successors, and assigns from and against any third-party claims, losses, damages, liabilities, judgments, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: Client’s property conditions. Unsafe premises. Defective lighting, locks, gates, fencing, cameras, alarms, or site systems. Client’s negligence or misconduct. Acts or omissions of Client’s employees, guests, tenants, contractors, or invitees. Client’s breach of this Agreement. Client’s violation of law. This indemnity shall not apply to the extent a claim is finally determined to have been caused by Paladin’s gross negligence or willful misconduct. 21. Limitation of Liability To the fullest extent permitted by law, Paladin shall not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or speculative damages, including lost profits, lost revenue, loss of goodwill, business interruption, loss of use, loss of opportunity, or diminution in property value. Paladin’s total aggregate liability arising out of or related to this Agreement, whether in contract, tort, statute, or otherwise, shall not exceed the total amount actually paid by Client to Paladin under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in this Agreement shall limit liability to the extent such liability results from Paladin’s gross negligence, willful misconduct, or any liability that cannot legally be limited under applicable law. 22. Time Limit for Claims Any claim or cause of action arising out of or relating to this Agreement or the services provided under it must be commenced within one (1) year after the event giving rise to the claim, to the fullest extent permitted by applicable law. Failure to bring a claim within that time shall bar the claim. 23. Insurance Paladin shall maintain insurance coverage as required by law and such other commercially reasonable insurance as Paladin deems appropriate for its operations. Upon written request, Paladin may provide certificates of insurance evidencing available coverage. Client shall maintain sufficient property insurance, general liability insurance, business interruption insurance, and any other insurance appropriate to protect Client’s property, operations, tenants, guests, employees, and risk exposures. 24. Force Majeure Neither Party shall be liable for any delay, interruption, deficiency, or failure in performance caused in whole or in part by events beyond that Party’s reasonable control, including acts of God, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, riot, labor disruption, utility failure, fuel shortage, transportation disruption, cyberattack, governmental action, emergency declarations, supply shortage, equipment failure, or communication system failure. The affected Party shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances. 25. Dispute Resolution and Venue Before filing suit, the Parties shall attempt in good faith to resolve any dispute through direct discussions between authorized representatives. If the dispute is not resolved informally, either Party may pursue any remedy available at law or in equity. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict-of-laws principles. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts serving Mecklenburg County, North Carolina, and each Party consents to such jurisdiction and venue. 26. Notices All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, mailed by certified mail return receipt requested, or sent by email to the designated contact of the receiving Party. Notice shall be effective upon confirmed delivery, or if mailed, upon receipt or refusal. 27. Assignment Client may not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without Paladin’s prior written consent. Paladin may assign this Agreement to an affiliate, successor, purchaser of substantially all assets, or related entity, and may subcontract portions of the services as operationally appropriate, provided Paladin remains responsible for overall contract performance. 28. Electronic Signatures This Agreement and any related quote, service order, addendum, or amendment may be executed by electronic signature, scanned signature, or digital acceptance, each of which shall be deemed binding and enforceable to the fullest extent permitted by law. 29. Entire Agreement This Agreement, together with all signed quotes, service orders, post orders, schedules, exhibits, and addenda, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written discussions, negotiations, representations, or agreements concerning such subject matter. No amendment or waiver shall be effective unless in writing and signed by both Parties. 30. Severability If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified or limited only to the minimum extent necessary to make it enforceable. 31. Waiver No failure or delay by either Party to exercise any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. A waiver on one occasion shall not constitute a waiver of any future breach or default. 32. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. 33. Effective Date The effective date of this Agreement shall be the date on which the last Party signs below (“Effective Date”).