Who is this document for?

This document is relevant for clients of Citadel Security USA.

This document applies only in the absence of any other agreement between such client or other entity and Citadel Security USA.

Effective as of 2/25/2025

TERMS & CONDITIONS AGREEMENT

The undersigned party (hereinafter called “Client”) and Citadel Security Group LLC, a Colorado limited liability company.

SCOPE OF SERVICE: During the Term of this Agreement, Citadel Security Group LLC shall arrange for the performance of security service (“Service”) for Client, within Client’s operation and on Client’s property as described in the Service Agreement (also “Schedule of Services”). Citadel Security Group LLC is an asset protection security solutions company that offers a variety of security and safety services.

PERSONNEL: Citadel Security Group LLC’s employees shall wear uniforms approved by Citadel Security Group LLC, and such to be provided at their expense. Citadel Security Group LLC shall remove employees, at Client’s request, on a non-discriminatory basis any employee whom Client finds objectionable or whose continuing employment is contrary to Client’s best interest. Citadel Security Group LLC shall provide its employees with training and supervision sufficient to allow such employees to provide the “Service” herein in a professional manner consistent with the standards of the Client. All such personnel shall be trained and supervised in accordance with accepted industry practices and shall conform to the reasonable rules and regulations of Client established from time to time by Client for the conduct of, and in relation to, the employees of Citadel Security Group LLC of Client when such employees are on Client premises. Copies of all reports shall be given to Client upon request, such reports shall be prepared on forms designated by Citadel Security Group LLC.

NON-SOLICITATION: The Client agrees not to solicit for employment any employee of Citadel Security Group LLC whom they have had contact as a result of this Agreement while the candidate is employed by Citadel Security Group LLC and for twelve (12) months following termination of such employment, unless specifically agreed to in writing. Any violation of the non-solicitation will result in a charge of at least $5,000 per occurrence.

SCHEDULE OF SERVICES: Citadel Security Group LLC agrees that it shall provide adequate personnel and provide labor, materials, and equipment in accordance with the Staffing Plan. The Staffing Plan and/or Service Agreement may be amended up to 7 days prior to the services start date upon written agreement of the parties and execution of a modification to the Schedule of Services. Citadel recognizes the following holidays and are subject to time and a half (x1.5) billing: New Years Day, Independence Day, Thanksgiving, and December 25th.

TERM: This Agreement shall remain in effect for period listed in the Scope of Work (“Term”) from the date signed below (“Effective Date”) unless earlier terminated pursuant to the express provisions herein. Following the initial Term, the parties may extend the Term of this Agreement for an unlimited number of one-year periods, commencing on the relevant anniversary of the Effective Date, by mutual agreement.

CHANGE WORK: Client may be required to pay a deposit up to 100% of the total estimated cost of service. If a deposit is required, it must be paid seven days prior to the beginning of service, or those services may be cancelled by Citadel. Client must cancel at least seven business days prior to the start of the Schedule of Services by providing written notice to Citadel Security Group LLC, or Client will be charged in full. All Service shall be provided at the specified rate. Rates are subject to increase incrementally with one week, forty-eight hours’ and twenty-four hours’ notice of Change in Service requested by the Client. Client agrees to a minimum of six (6) hour shifts including show up pay. The rate quoted will remain in effect for a period of one (1) year, unless otherwise specified in the Service Agreement, from the date of this executed agreement. After the first 12 months of service the rate will automatically increase five (5) percent every year thereafter unless a different rate is agreed upon in writing between Citadel Security Group LLC and Client. Client agrees to pay all fees, including any remaining balance due after deposit, any additional overages of service, and applicable taxes to Citadel Security Group LLC within fifteen (15) days of receipt of an accurate invoice from Citadel Security Group LLC. Client must notify Citadel Security Group LLC within ten (10) days from the invoice date, setting forth the specified items in dispute, otherwise all disputes and defenses will be deemed waived. A processing fee will be charged for all payments made with a credit card. Invoices not paid within 15 days are subject to a monthly compounding 2.0% late fee.

EQUIPMENT AND MATERIALS: Citadel Security Group LLC shall provide and maintain adequate equipment to permit timely completion of all operations and shall use materials which are in conformance with existing federal, state, and local laws and ordinances. The Client is responsible for site specific equipment on premise(s), such as AED, First Aid, and Fire Extinguishers.

EXPENSES: Client shall reimburse Citadel Security Group LLC for Citadel Security Group LLC’s reasonable out-of-pocket expenses incurred in performing the Service in accordance with the Schedule of Services.

LICENSES AND PERMITS: If any governmental license or permit shall be required for the proper and lawful conduct of Citadel Security Group LLC’s business or other activity carried on, in or for Client, or if a failure to procure such a license or permit might or would in any way affect the operations of Citadel Security Group LLC, then Client, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to inspection by Citadel Security Group LLC. Client, at its sole cost and expense, shall at all times comply with the requirements of each such license or permit. Client agrees, at its own expense, to comply promptly with all requirements of any existing federal, state and local laws and ordinances.

INSURANCE: Citadel Security Group LLC shall carry and maintain Workers’ Compensation insurance in statutory amounts, and Comprehensive General Liability insurance in a minimum amount of $2,000,000 combined single limit and Automobile Liability insurance in a minimum amount of $1,000,000 combined single limit for Citadel Security Group LLC’s vehicles. Citadel Security Group LLC shall furnish to Client a Certificate of Insurance evidencing such coverage upon request. Citadel Security Group LLC is an Independent Contractor and all persons employed to furnish services hereunder are employees of Citadel Security Group LLC and not of Client.

INDEMNIFICATION: Client shall defend, indemnify and hold harmless Citadel Security Group LLC and its employees, officers, directors and agents from and against any and all actions, costs, claims, losses, expenses and/or damages, for bodily injury and/or death to Citadel Security Group LLC’s employees and/or third parties, which arise out of or result in connection with the Service to be performed by Citadel Security Group LLC hereunder. Furthermore, Client agrees to indemnify and hold harmless Citadel Security Group LLC from any claims, losses, or damages arising from certified acts of terrorism.

NON-GUARANTEES: Citadel Security Group LLC provides security services to its clients and makes no guarantees, representations, or warranties, expressed or implied, regarding the effectiveness, reliability, or outcomes of these services. Client acknowledges security measures cannot guarantee complete protection against all issues, threats or attacks. The implementation of the scope of work as outlined in the “Service Agreement” is based on recommendations and ultimately depends on the client’s requests and approvals. Citadel Security Group LLC will make its best attempt to provide services within the scope of work as outlined in the “Service Agreement”.

TERMINATION: This Agreement or any Service may be terminated by Citadel Security Group LLC for its convenience and without cause of any nature by giving Client written notice at least seven (7) days in advance of the termination date. Citadel Security Group LLC shall be entitled to compensation for Service actually performed, if any, prior to the termination date. Either party can terminate this agreement with (30) days written notice.

BINDING: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their successors and assigns. Citadel Security Group LLC may assign to a parent, subsidiary, or affiliate of Citadel Security Group LLC, or as a result of a sale, merger, consolidation, conversion or other transfer of all or substantially all of Citadel Security Group LLC’s assets. The Client may assign to a parent, subsidiary, or affiliate of Client, or as a result of a sale, merger, consolidation, conversion or other transfer of all or substantially all of Client’s assets with Citadel Security Group LLC’s consent.

ENTIRE AGREEMENT AND AMENDMENTS TO AGREEMENT: This Agreement contains the entire agreement between the parties hereto; no representations, inducements, promises or agreements, oral or other, between the parties not embodied herein, shall be of any force or effect. This Agreement may be amended only by a written instrument signed by the parties hereto.

NOTICES: Whenever under the provisions of this Agreement, it shall be necessary or desirable for Client to serve any notice to Citadel Security Group LLC, such notice shall be addressed as follows: 129 W Sherman Oak Way, Nixa, MO 65714, or emailed to AR@CitadelSecurityUSA.com.

LEGAL: In the event any legal action is taken by either party against the other party to enforce any of the terms and conditions of this Agreement, it is agreed that the unsuccessful party to such action shall pay to the prevailing party therein all court costs, reasonable attorneys’ fees and expenses incurred by the prevailing party. With this agreement, Client agrees to any legal action to take place in the State of Colorado. Client also agrees to Mediation as a means for resolution.

FORCE MAJEURE: Citadel Security Group LLC shall not be liable to Client for damages (including liquidated damages) if Citadel Security Group LLC’s performance is delayed due to natural disasters or other Acts of God (herein each called a “Force Majeure”). In the event of a delay in Citadel Security Group LLC’s performance exceeding seven (7) days due to a Force Majeure, Client may, at any time, thereafter, cancel the affected Schedule of Services.

EXHIBITS AND HEADINGS: If there are any terms and conditions contained in any exhibit attached hereto which are inconsistent with or additional to the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall prevail over any inconsistent terms and unless specifically accepted by the parties as part of this Agreement, the additional terms shall not be incorporated into the Agreement. Both parties shall initial the additional terms on the Exhibit as acceptance of such term as part of the Agreement. The headings used in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe neither the scope of this Agreement nor the intent of any provision thereof.