INDEMNITY AND HOLD HARMLESS AGREEMENT
This Indemnity and Hold Harmless Agreement ("Agreement") is entered into by and between Apex Global Security, LLC, an Arizona limited liability company ("Apex Global Security"), and the Client identified in this form ("Client"). Apex Global Security and Client may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Apex Global Security provides unarmed security guard services ("Services") for Client's property; WHEREAS, Client desires to engage Apex Global Security to provide such Services under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. INDEMNIFICATION AND HOLD HARMLESS
1.1 Client's Indemnification Obligations. To the fullest extent permitted by Arizona law, Client shall indemnify, defend, and hold harmless Apex Global Security, its owners, officers, employees, agents, and representatives (collectively, the "Apex Indemnitees") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and costs) ("Claims") arising out of or relating to:
(a) Any injury to persons (including death) or damage to property occurring on the Property, except to the extent such injury or damage is caused solely by the gross negligence or willful misconduct of Apex Global Security.
(b) Any acts or omissions of Client, its employees, agents, contractors, tenants, licensees, or invitees.
(c) Any breach by Client of any term or condition of this Agreement.
1.2 Legal Fees and Costs. Client agrees to pay all reasonable attorneys' fees, court costs, and other expenses incurred by any of the Apex Indemnitees in enforcing any right to indemnification under this Agreement.
1.3 Employee Related Claims. Client shall be liable for any and all legal fees, medical bills, lost wages, and insurance claims arising from or related to any injury or illness sustained by an Apex Global Security employee while performing Services on the Property, except to the extent such injury or illness is caused solely by the gross negligence or willful misconduct of Apex Global Security.
2. WAIVER OF LIABILITY
2.1 No Liability for Certain Events. The client acknowledges and agrees that Apex Global Security shall not be liable for any loss, damage, or injury of any kind to any person or property arising from any cause beyond Apex Global Security's direct control. This includes, but is not limited to, losses or damages caused by third parties, natural disasters, or any other events not directly resulting from the gross negligence or willful misconduct of Apex Global Security.
3. EMERGENCY RESPONSE SERVICES
3.1 Emergency Response Fee. In the event that Client requests emergency Services from Apex Global Security, Client agrees to pay an emergency response fee of $310.00 for the first hour, commencing from the time an Apex Global Security agent arrives on-site. If the duration of the emergency Services exceeds one hour, Client will be invoiced at a rate of $75.00 per hour, prorated for any partial hours. This fee structure applies to a single Apex Global Security agent. Should Client require additional agents, each will be billed at $75.00 per hour, prorated for any partial hours.
3.2 Billing and Payment. Apex Global Security will invoice Client for emergency response Services, and Client agrees to pay all invoiced amounts within five (5) business days of the invoice date. Late payments may be subject to interest at a rate of ten percent (10%) per annum or the maximum rate permitted by Arizona law, whichever is lower.
4. INSURANCE
4.1 Client's Insurance Obligations. Client shall maintain, at its own expense, comprehensive general liability insurance and property insurance covering the Property and its operations therein, with coverage amounts sufficient to cover any potential liabilities arising under this Agreement. Such insurance policies shall name Apex Global Security as an additional insured.
5. MISCELLANEOUS
5.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
5.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
5.3 Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.
5.4 Amendments. This Agreement may only be amended or modified by a written instrument signed by both Parties.
5.5 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
6. PRIVACY, DATA, AND RECORDS
6.1 Privacy and Legal Policies. Client acknowledges that they have reviewed, been provided access to, or have had the opportunity to review the Apex Global Security Privacy Policy, Terms of Service, Cookie Policy, and Accessibility Statement prior to submitting this emergency request.
6.2 Data Collection and Use. Client acknowledges and agrees that any information submitted as part of this emergency request, including proof of ownership, uploaded documents, communications, authorizations, payment authorizations, service requests, and supporting records, may be collected, stored, processed, retained, and used by Apex Global Security for emergency response coordination, customer service, operational administration, billing, payment processing, legal compliance, insurance matters, dispute resolution, and record retention purposes where permitted by applicable law.
6.3 Business Records. Client acknowledges that all submitted information and materials may be retained as official business records for the purposes described in Section 6.2 and in the Apex Global Security Privacy Policy.
