Terms Of Service

Aeroshield Inc.

Master Service Agreement

This Master Service Agreement (“Agreement”) represents the firm terms and conditions for doing business with Aeroshield Inc. (“Aeroshield”). This Agreement supersedes all previous and post-agreements with exception to government contracts, or with authorized written consent to concessions from Aeroshield specifically acknowledging, confirming, and agreeing to such concessions.

This Agreement is made effective upon receipt of the Customer’s signature accepting and/or approving any and/or all the following: an Aeroshield engagement letter, proposal, quote, bid, scope of work, invoice, and/or a signed contract. The effective date shall be equal to the commencement date.

This Agreement is by and between Aeroshield Inc., an Illinois State Detective Agency 117.001809 and an Illinois State Private Security Contractor 122.001494 with an address of 33 W Higgins Rd, Suite 5000, South Barrington, IL 60010 (“Aeroshield”) and the Customer (“Customer”). The Customer is the name of the company and/or person approving and/or signing an Aeroshield engagement letter, proposal, quote, bid, scope of work, invoice, and/or a signed contract, and/or submitting requests for products and services (“Work Orders”). Each may be referred to herein as a “Party” and collectively as the “Parties.”

This Agreement terminates and supersedes any prior master service agreements entered by and between the Customer and Aeroshield.

Purpose

Aeroshield owns and operates a Security and Investigation firm (“Security & Investigation Unit” or “SIU” or “Aeroshield SIU”) to provide investigative and security services, consultation, and other related products and services. Aeroshield also subcontracts investigators, security professionals, and industry professionals on behalf of and for its customers and constituents.

  • Article 1 – General
  • Article 2 – Term
  • Article 3 – Work Order Procedure
  • Article 4 – Billing and Payment
  • Article 5 – Cancellation
  • Article 6 – Termination
  • Article 7 – Equipment and Access to Premises
  • Article 8 – Default; Suspension of Service
  • Article 9 – Confidentiality
  • Article 10 – Representations
  • Article 11 – Disclaimer of Warranty
  • Article 12 – Limitation of Liability
  • Article 13 – Limitation of Service
  • Article 14 – Indemnification
  • Article 15 – Force Majeure
  • Article 16 – Miscellaneous Provisions

Agreement Structure. The purpose of this Agreement is to provide general terms, conditions and a framework within which Customer may from time to time purchase certain investigative and security products and services (“Services”) from Aeroshield for its use. This Agreement and Service Orders (as defined in “Work Order for Services” below) and any other attachments incorporated therein shall collectively be referred to as the “Agreement.”

Work Order for Services. The customer shall submit to Aeroshield a Work Order for Services “Work Order.” Aeroshield will prepare for the Customer a “Work Order,” in the corresponding system that is used by Aeroshield to manage, communicate, and deliver reports to the Customer for the Work Order. The system used by Aeroshield to manage, communicate, and deliver reports to the Customer for the Work Order is determined by the type of service required to fulfill the scope of work required by the Work Order. Each Work Order shall incorporate by reference, and shall be subject to, the terms and conditions of this Agreement. All Work Orders shall be subject to the availability of the Service requested and acceptance by Aeroshield. Customer acknowledges and agrees that Customer is solely responsible for the accuracy of all Work Orders and other information that it provides to Aeroshield.

Order of Precedence. In the event of an express conflict between a term(s) of this Agreement and the term(s) of any Work Order, precedence will be given in the following order: (a) the Work Order but solely with respect to the Service covered by that Work Order and provided that an authorized representative of Aeroshield has executed such Work Order; and (b) this Agreement.

Agreement Term. This Agreement shall be in effect for a period of one (1) year from the Effective Date (“Initial Term”) unless terminated earlier as otherwise provided for in this Agreement, and shall automatically renew for one (1) year periods thereafter (each a “Renewal Term”) (Renewal Term(s) together with the Initial Term shall be referred to as the “Term”) until either Party notifies the other Party of its intent not to renew the Agreement at least sixty (60) days prior to the end of the Initial Term or any Renewal Term. Notwithstanding the foregoing, in the event a Work Order has a term longer than the Initial Term or Renewal Term of the Agreement stated herein, such Work Order remains in effect and this Agreement shall survive and govern and continue in effect with regard to only such Work Order until the termination of the Work Order.

Service Term. Each Work Order shall specify a time period during which Customer may receive the applicable Services at the rates stated in the Work Order (“Service Term”). Aeroshield may commence work toward the provision of Services upon the Work Order Acceptance Date (as defined below), which may fall before the technical start date of the Service Term, but which may still result in certain costs to Customer. Activation of Services will begin upon the Service Activation Date (as defined below) and will continue until the end of the Service Term specified in the Work Order, unless terminated earlier as otherwise provided for in this Agreement. Thereafter, unless otherwise stated in the Work Order, the Service Term of each such Work Order shall automatically renew for one (1) year periods (each a “Service Renewal Term”) pursuant to the terms of the Agreement until terminated by either Party upon thirty (30) days written notice prior to the end of the Service Term or the then current Service Renewal Term; provided, however, that Customer shall continue to be responsible for payment to Aeroshield for the Services to be terminated through the end of the thirty (30) day notice period plus any early termination charges which may apply. Customer will not receive notice of a Service Term or Service Renewal Term expiration date. After the Service Term and during any Service Renewal Term, Aeroshield reserves the right to increase rates for any Services provided thereunder upon at least thirty (30) days’ notice.

To order a Service, Customer must submit a request for a Work Order to Aeroshield by written request via email, fax, mail, online system entry, and/or system integration. Upon receipt of a Work Order submitted by Customer, Aeroshield will either: (a) accept the Work Order by way of acknowledgement by written request via email, fax, mail, online system communication, or acceptance of integrated work order request (“Work Order Acceptance”); (b) request clarification of information on the Work Order; or © reject the Work Order. Aeroshield shall be under no obligation to accept a Work Order. The date of Aeroshield’s acceptance of the Work Order shall constitute the “Work Order Acceptance Date.”

Following the Parties’ mutual execution of submission and acceptance of a Work Order, Aeroshield will commence preparation work related to the Work Order and will notify Customer upon completion. While Aeroshield will make reasonable attempts to meet customer deadlines, Aeroshield makes no guarantee or warranty that the Customer’s requested deadline will be met.

Work Order procedures may be customized to accommodate the Customer upon mutual agreement.

Credit and Deposit. If requested by Aeroshield, Customer shall complete a standard credit application. Aeroshield may from time to time conduct a review of Customer’s credit rating and payment history. Aeroshield may require Customer to pay a deposit. Deposits are non-refundable but credited toward the Customer’s first invoice. The deposit is only applicable to the specific Work Order for which it is request and may not be transferred to another Work Order. Deposits are due prior acceptance of a Work Order.

Billable Hours Defined. Billable hours are non-refundable. Billable hours may include but are not limited to administration hours, service hours, consulting via phone or email or other means of communication, planning, testifying, managing, and performing tasks, phone calls and meetings specific to the work order, drive time, travel time, stay, labor hours, and more. Any time committed to a Work Order whether it is pre-service, service, or post-service, is considered billable time. Each minute is rounded to the nearest quarter of an hour.

Invoicing and Payment Terms. Invoicing and Payment Terms shall comply with the Payment Schedule established in the engagement letter, proposal, quote, bid, scope of work, invoice, and/or a signed contract, and/or Work Order (collectively referred to as the “Record” hereafter). Invoicing methods and billing cycles are established in the Record accepted by the Customer for each corresponding Work Order. Payment terms and payment methods are established in the Record accepted by the Customer for each corresponding Work Order. Invoice payments are non-refundable.

Invoice Disputes. To the extent that Customer disputes any portion of an invoice, Customer shall notify Aeroshield in writing and provide detailed documentation supporting its dispute within forty-five (45) days of the invoice date or the Customer’s right to any billing adjustment shall be waived. In the event of a billing dispute, Customer shall timely pay all undisputed amounts. If the dispute is resolved against Customer, Customer shall pay such amounts due from the date the payment was originally due. A dispute may not be based upon a claim that all or a portion of the charges for the Services were incurred by unauthorized users. If the dispute is resolved against Aeroshield, Aeroshield will issue credit for the disputed amount outstanding or provide service credits for any payments made.

Cancellation. Customer may cancel a Work Order at any time prior to the Work Order Acceptance Date for such Service without any further liability. In the event Customer requests cancellation of a Service on or after the Work Order Acceptance Date for such Service, Customer shall be obligated to pay Aeroshield for any costs Aeroshield has incurred in provisioning the Service, including, but not limited to, any contracts entered into by Aeroshield in connection with this Agreement and any completed or incomplete services rendered, and the full cost of Aeroshield labor in material set-up including systems, recruiting, and equipment. If Customer requests cancellation at any time on or after the start of Services, then Customer shall be liable for the early termination charges set forth in Article 6 below.

Early Termination. If the Customer terminates any Service on or after the start of Services, but prior to the end of the Service Term or Service Renewal Term, or if Aeroshield terminates Services pursuant to a Customer Default, Customer shall be subject to early termination charges equal to Ninety-Three Percent (93%) of the remaining balance in the Service Term, or any Service Renewal Term, as the case may be. Customer may exercise such right to terminate for convenience by providing at least thirty (30) days prior written notice. The Parties agree that the charges in this Section are a genuine estimate of Aeroshield’s actual damages in the event Customer terminates for convenience and are not a penalty.

Termination for Cause. Aeroshield shall notify Customer of any breaches of the terms of this Agreement or of any Work Order by Customer, or any individual acting directly or indirectly under color of authority of Customer. Customer shall have thirty (30) days to cure such breach. In the event such breach is not cured within the thirty(30) days this Agreement may be terminated by Aeroshield without further notice, obligation, or liability to Customer.

Customer Equipment. Customer is responsible for purchasing its own equipment. Unless Customer agrees to release Aeroshield of management responsibilities. Aeroshield shall store and support Customer’s equipment or approved access device required to fulfill the requirements of the Work Order. If Aeroshield uses equipment away from the Customer’s premises, then Aeroshield is obligated to return the equipment within ten (10) business days from termination of this Agreement.

Aeroshield Access to Customer Premises. Where applicable, Customer shall provide Aeroshield with access to all Customer locations for purposes of fulfilling the requirements of a Work Order.

Aeroshield Equipment. Aeroshield, or its agent, may provide, install, maintain, repair, operate and control Aeroshield’s equipment (“Aeroshield Equipment”) at the Customer’s location or site for service. Aeroshield Equipment shall remain the sole and exclusive property of Aeroshield, and nothing contained herein shall give or convey to Customer, or any other person, any rights, title, and/or interest whatsoever in Aeroshield Equipment, notwithstanding that it may be, or become, attached to, or embedded in, realty. Customer shall not tamper with, remove, and/or conceal any identifying plates, tags or labels identifying Aeroshield’s ownership interest in Aeroshield Equipment. Customer shall not adjust, align, attempt to repair, relocate, and/or remove Aeroshield Equipment, except as expressly authorized in writing by Aeroshield. Customer shall be liable for any loss of or damage to Aeroshield Equipment caused by Customer’s negligence, intentional acts, or unauthorized maintenance and shall reimburse Aeroshield for the same, within thirty (30) days after receipt by Customer of a request for reimbursement.

Customer Default. Customer is in default of this Agreement if Customer(a) fails to cure any monetary breach within five (5) days of receiving notice of the breach from Aeroshield; (b) fails to cure any non-monetary breach of any terms of the agreement within thirty (30) days of receiving notice of the breach from Aeroshield; or © files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy, insolvency or other similar law (each such event shall be a “Customer Default”).

In the event of a Customer Default, Aeroshield may suspend Services to Customer until Customer remedies the Customer Default, or Aeroshield may terminate this Agreement and/or any or all Products and Services being provided hereunder. Aeroshield may at its sole option, but without any obligation, cure a non-monetary breach at Customer’s expense at any point and invoice Customer for the same. These remedies are in addition to and not a substitute for all other remedies contained in this Agreement or available to Aeroshield at law or in equity.

Confidentiality. Each Party, including its agents and subcontractors, to this Agreement may have or gain access to confidential data or information owned or maintained by the other Party throughout the course of carrying out its responsibilities under this Agreement. Customer shall presume all information received from Aeroshield or to which it gains access pursuant to this Agreement is confidential. Customer information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used throughout the course of performance of the Agreement shall be disseminated except as authorized or required by law either during the period of the contract or thereafter. The Customer must return any and all data collected, maintained, created or used in the course of the performance of the Agreement, in whatever form it is maintained, promptly at the end of the Agreement, or earlier at the request of Aeroshield, or notify Aeroshield in writing of its destruction. Any agent or subcontractor of Customer shall also be held to these confidentiality provisions, and Customer shall be responsible for any breach thereto by its agents or subcontractors. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third- party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

Customer represents each of the following:

It has all necessary power and authority to enter this Agreement and to perform all of its obligations hereunder. Customer represents that it has authority to manage, control, and permit access to its premises, facilities, and equipment. Customer represents that it complies with the terms of this Agreement in exercising its representations. In performing its obligations hereunder, Customer will comply with all laws, rules and regulations of all governmental bodies having jurisdiction. Customer acknowledges that it is solely responsible for being aware of, and in compliance with, these applicable laws, rules, and regulations, and that Aeroshield shall not be liable or responsible for Customer’s failure to comply. Customer holds all required regulatory authorizations and permits to perform this Agreement according to its terms. Customer’s obligations under this Agreement do not conflict with any other agreement.

Aeroshield represents the following:

Aeroshield has all necessary power and authority to enter this Agreement and to perform all of its obligations hereunder. In performing its obligations hereunder, Aeroshield will comply with all laws, rules and regulations of all governmental bodies having jurisdiction. Aeroshield holds all required regulatory authorizations and permits to provide the Services identified herein.

Aeroshield disclaim all express or implied warranties, including without limitation, warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Except as expressly set forth in the Agreement, customer assumes total responsibility for use of the Services.

In addition to any other disclaimers of warranty stated in the Agreement, Aeroshield makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Serviceswill render Customer’s safety invulnerable to security breaches, and Aeroshield shall not be responsible for any such vulnerability.

Neither Party, Aeroshield, their affiliates, agents, or contractors shall be liable for any indirect, incidental, special, reliance, punitive, or consequential damages or for any loss of, or cost to recover, data, use, business, revenues, profits, or goodwill relating to the services performed under this Agreement, or any action or omission relating to third parties, regardless of the legal theory under which such liability is asserted. Customer’s indemnity obligations stated in this Agreement are exclusive of, and in no way limited by any Customer claims relating to this Agreement. Claims relating to this agreement must be brought within thirty (30) days following the end of the term or completion of the Work Order at issue.

Notwithstanding any other provision in this Agreement, this Agreement applies only to Services provided directly to the Customer for the Customer’s use. These provisions shall not apply to offerings by the Customer for services to third parties. This Agreement does not constitute a joint undertaking for the furnishing of any service to customers or other third parties of the Customer. Services provided to the Customer under this Agreement may be connected to other facilities between certain locations and thereby constitute a portion of end-to-end service furnished by the Customer to its customers or third parties. Aeroshield does not undertake to offer any services to any person or entity other than the Customer.

To the extent allowed by law and subject to the terms and conditions set forth below, Customer agrees to indemnify, defend and hold harmless Aeroshield, its affiliates, the State of Illinois and their respective officers, officials, directors, employees and agents, from and against any and all liabilities, damages, punitive damages, taxes, tax penalties, claims, deficiencies, assessments, losses, suits, proceedings, actions, investigations, penalties, interest, costs and expenses of any kind, including without limitation, fees and expenses of counsel (whether suit is instituted or not and, if instituted, whether at trial or appellate levels) (collectively, the “Liabilities”), arising from or in connection with any and all claims, liens, damages, obligations, actions, suits, judgments, settlements or causes of action of every kind, nature and character, in connection with or arising out of the acts or omissions of Customer or its employees, representatives, contractors, agents, officers or officials, third parties of the Customer using the services provided in this Agreement, including any breaches or violations by Customer of any of the covenants or agreements contained in this Agreement. This Section shall not relieve Customer from any liability it may have for its own negligence or misconduct, whether by act or omission, and the negligence or misconduct, whether by act or omission, of its employees, agents, officers, officials and directors, representatives, or contractors. The obligations and covenants contained in this Section shall survive the expiration or termination of this Agreement.

Notwithstanding anything to the contrary contained in this Agreement neither Party shall be liable for loss or damage or deemed to be in breach of this Agreement due to such Party’s failure or delay of performance, wholly or in part, under this Agreement if such failure or delay of performance is due to causes beyond such Party’s reasonable control (“Force Majeure Event”), including but not limited to: acts of God, fire, flood, explosion, storm or other catastrophic event; strikes or work stoppages; lockouts; acts of any government authority or of any civil or military authority including regulatory mandates; national emergencies, cable cut(s); sabotage; insurrections; riots; wars; and unforeseen acts of third Parties that cannot be avoided by acts of due care. Any delay resulting from a Force Majeure Event shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.

Right and Authority. Each of the Parties hereto represents and warrants to the other that this Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective agents, servants, employees, representatives, affiliates, heirs, executors, transferees, successors, and assigns as the case may be.

Notices. Notices shall be submitted in writing to each of the Parties most recent address at the time of notice or emailed with a required acknowledgment of receipt from the authorized Point of Contact at the time of notice.

Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, the Parties shall negotiate in good faith to agree on a substitute provision that is legal and enforceable and is as near as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

Interpretation. The construction of this Agreement shall not be construed against the Party causing its preparation but shall be interpreted on the basis of the plain meaning of the terms used which have been reviewed by both Parties in consultation with their respective counsel. Any provision of this Agreement officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between Aeroshield’s terms and Customer’s terms, conditions and attachments, Aeroshield’s terms, conditions and attachments shall prevail.

Modifications. Aeroshield reserves the right to modify this Agreement at any time. Aeroshield shall provide 30 days prior written notice to Customer of any modification adopted by Aeroshield

Assignability. Customer may not assign this Agreement or any of its obligations hereunder without Aeroshield’s prior written consent.

Remedies. Therights and remedies of Aeroshield hereunder shall not be mutually exclusive; i.e., the exercise of one (1) or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Customer acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy.

Nothing contained in this Agreement shall limit or affect any rights at law or by statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the Parties shall be enforceable in equity as well as at law or otherwise.

Entire Agreement. This Agreement, the Service Level Agreement, and all applicable Work Orders consists of all the terms and conditions contained herein which articulate the full and complete understanding of the Parties pertaining to the subject matter of this Agreement. This Agreement supersedes any prior or subsequent understandings, proposals, representations, discussions, and/or agreements (oral or written),absent a specific reference therein superseding this Agreement.

Headings. The section headings in this Agreement are inserted as a matter of convenience and in no way define, limit, or describe the scope of extent of such section, or affect the interpretation of this Agreement

No Third-Party Rights. This agreement is made only between the Parties hereof and shall not establish rights in any third party as a third-party beneficiary or otherwise.

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