EXTENDED MAINTENANCE AND

MONITORING SERVICES AGREEMENT

This Extended Maintenance and Monitoring Services Agreement (the “Agreement”) is made this _______ day of ________________, 2008 by and between Lanmor Services, Inc., an Arizona corporation (“Lanmor:”), and (“Customer”).

Lanmor is in the business of providing or arranging for installation, maintenance, repair and monitoring services for security systems (the “Services”).  Lanmor’s standard Maintenance Plan Definitions are:

“Bronze” Preventative Maintenance only

“Silver” Preventative Maintenance and Parts

“Gold” All the above plus all labor to repair and/or replace parts

 Customer desires to engage Lanmor to provide, and Lanmor wishes to provide to Customer, the Services as indicated herein.

  1.              “GOLD” Maintenance Plan

A.         Customer shall receive the Services included in the Gold Maintenance Plan and as described elsewhere in this Agreement.  As part of the Services, Lanmor shall provide:

a)      Scheduled preventative maintenance two (2) times annually, including any necessary parts (ie fuses, connectors) on Customer’s equipment (See attached Equipment Schedule) including annual back up battery replacement.

b)     Remedial maintenance services, including any necessary parts, on Customer’s equipment when notified that the equipment is malfunctioning or inoperative.

B.         All maintenance shall be provided between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday, excluding Lanmor holidays (“business hours”).

C.             Lanmor will attempt to respond to any service request within 4 business hours to schedule a service technician.  As a Gold Maintenance Plan member, Lanmor will dispatch a technician on site to Customer’s location within two business days, unless interrupted by a holiday.

D.             Lanmor and Customer will reserve the right to re-evaluate any/ all product during or prior to renewal of this Agreement.  In the event any such product becomes obsolete the Customer can replace such product from Lanmor at discounted MSRP rates with a signed contract in place.

E.              The Services shall not include the following:

a)      Electrical work external to the equipment, or repair of damage to equipment, or replacement of parts resulting from failure of electrical power or air conditioning.

b)     Repair of damage or replacement of parts resulting from catastrophe, accident, neglect, misuse of equipment, or unauthorized modifications, repairs and reinstallation of the equipment by Customer or others.

c)      Any system or operational malfunction or failure not attributable to the furnished equipment.

d)     Services requested and provided outside of the normal business hours specified in subparagraph (B) above.

e)      Relocation or reinstallation of equipment.

F.              At Customer’s request Lanmor may, in its sole discretion, provide services not included in the Gold Maintenance Plan.  Any such other services will be billed at the labor rates indicated in subparagraph (B) above. Labor charges shall include travel time to installation site and shall be computed to the nearest one-half (1/2) hour with a one (1) hour minimum charge per call.  Travel expenses shall be pre-approved by Customer in writing.  Travel expenses and other travel costs, such as per diem, lodging, parking and tolls shall be invoiced to Customer as and at the costs incurred.

G.         Title to all equipment and parts provided for repair or maintenance under this Agreement shall pass to Customer upon completion of the installation or repairs for which they were used, and at that time any replaced parts shall become the property of Lanmor.

H.         The Customer shall perform such routine maintenance, including keeping the equipment clean, replacing printer and typewriter ribbons and paper, and cleaning the magnetic tape heads; but Customer shall not attempt major maintenance or equipment repair.

I.                Lanmor understands and agrees that Lanmor’s performance of any and all Services performed pursuant to this Agreement shall, at Lanmor’s expense, fully comply with all federal, state and/or local laws, rules, regulations and ordinances which may govern or regulate such Services.

J.          If any governmental license or permit shall be required for the proper and lawful conduct of Lanmor’s business or provision of the Services, or if a failure to procure such a license or permit might or would in any way affect the operations of Lanmor’s business or ability to provide the Services, then Lanmor, at its expense, shall duly procure and thereafter maintain such license or permit.  Lanmor, at its sole cost and expense, shall at all times comply with the requirements of each such license or permit.

2.              Space and Facilities

At its own expense, Customer shall provide Lanmor with:

(a)             Ready access to the equipment at all reasonable times.

(b)             All electrical current, electrical current outlets, circuits and wiring required by the equipment.

(c)             A clean operating environment at the installation site which does not exceed the rated temperature, humidity and operating specifications of the equipment.

(d)          All access control permits are at the Customer’s expense.

3.              Limitation of Liability

Lanmor shall have no liability hereunder for equipment covered by this Agreement that was not provided by Lanmor.  Equipment liability is limited to the warranty extended by the manufacturer of the product.  In no event shall either party be liable for consequential or special damages.

4.              Default

Any of the following events constitutes a default of this Agreement:

(a)             Failure to make any payment when due hereunder.

(b)             Failure of either party to cure the breach of any other obligation within thirty (30) days after receipt of written demand made by the other party.

(c)             Insolvency of a party or if a party should become a party to any bankruptcy of receivership proceeding or make a general assignment for the benefit of creditors.

In the event of  default, the non-defaulting party may, at its sole option, exercise concurrently or separately any of the following remedies: (i) Declare due and payable all charges or refunds due hereunder, (ii) suspend performance, (iii) terminate this Agreement, and (iv) pursue any other remedy at law or in equity.

5.              Early Termination due to Equipment Destruction

This Agreement shall automatically terminate in the event of loss or irreparable damage or destruction occurs which renders all or substantially all of the equipment permanently unfit for use.  At the sole option of Lanmor, this Agreement may be continued if said equipment is replaced by Customer, subject to inspection by Lanmor in accordance with terms of Paragraph 2 above.

6.              Indemnification

A.         Customer shall indemnify and hold Lanmor harmless for any losses, claim or damage to persons or property arising out of Customer’s use or possession of the purchased equipment excluding such loss, claims or damages due to strict liability or the negligence, willful misconduct or other fault of Lanmor; and such indemnity shall survive the termination of this agreement.

B.         Lanmor shall indemnify and hold Customer harmless for any losses, claim or damage to persons or property arising out of Lanmor’s provision of the Services or its duties and obligations under this Agreement, excluding such loss, claims or damages due to strict liability or the negligence, willful misconduct or other fault of Customer; and such indemnity shall survive the termination of this agreement.

7.              Confidential Information

Customer agrees that it will hold and use the equipment and maintenance aids in the same manner as it deals with its own proprietary information and trade secrets, but with no less than commercially reasonable care, and that Customer will not divulge to third parties any information regarding Lanmor’s proprietary information or property.  Lanmor agrees that it will hold and keep Customer’s information in the same manner as it deals with its own proprietary information and trade secrets, but with no less than commercially reasonable care, and that Lanmor will not divulge to third parties any information regarding Customer’s proprietary information or property.  Each party acknowledges and agrees that legal remedies would be inadequate for any violation of this paragraph, and the aggrieved party may, in addition to any other remedies available to it, obtain injunctive relief enjoining any such violation.

8.              Assignment

Neither party shall sell or assign this Agreement without the other party’s prior written consent.  Any attempt to assign any right or obligation under the agreement without such permission shall render this agreement null and void.

9.              Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereunder.  All prior agreements and representations are superseded hereby.  Purchase orders, acknowledgments thereof, or invoices issued pursuant hereto shall not add to, change or in any way affect the terms and conditions of this Agreement.  The unenforceability of any provision of this Agreement shall not affect the remaining provisions herein.

10.           Applicable Law

This agreement shall be governed by and construed in accordance with Arizona law without regard to its conflict of laws provisions.  Any dispute under this Agreement shall be litigated in an Arizona state or federal court, and each party hereby consents to the jurisdiction of Arizona law and courts.

11.           Attorney’s Fees

If either party brings an action to enforce this Agreement, the prevailing party shall be entitled to an award of reasonable costs and expenses of litigation, including expert witness fees and attorney’s fees, if awarded by the court.

12.           Modification

This Agreement may be modified, amended or revised only by a written instrument duly executed by both of the parties hereto.

13.           Insurance

Lanmor shall carry and maintain Workers' Compensation insurance in statutory amounts, Comprehensive General Liability insurance through companies satisfactory to Customer endorsed to include products and completed operations and contractual liability 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.  All such policies (except Workers' Compensation) shall specifically state: “(customer) is named as additional insured under the above policies; such insurance shall be primary and not contributory with (customer).” Each policy shall provide that it may not be canceled or changed without at least thirty (30) days prior written notice to Customer.  Lanmor shall furnish to Customer a Certificate of Insurance evidencing such coverage prior to the commencement of Services hereunder and shall continue to provide Customer with subsequent Certificates of Insurance evidencing uninterrupted compliance with this insurance requirement until the termination of this Agreement. 

14.           Inspection and Repair

If the equipment identified in the Equipment Schedule attached hereto was not under Lanmor maintenance service responsibility immediately prior to the commencement of the Services under this Agreement, it shall be subject to inspection by Lanmor to determine if it is in good operating condition.  For the purpose of this Agreement, “good operating condition” is defined as the level established by Lanmor for equipment necessary to facilitate the provision of monitoring services by a third-party agent of Lanmor.  Customer shall bear the cost of any repairs necessary to bring the equipment up to good operating condition.

15.           Alarm Monitoring

Lanmor shall arrange for the provision of monitoring services to Customer through Lanmor’s agent Az. Security Control, a division of A.S.I. Communications located in Tempe, Arizona.  Lanmor shall be solely responsible for the payment of compensation to its monitoring agent.  In the event Lanmor’s monitoring agent ceases to provide monitoring services to Customer for any reason, Lanmor shall arrange for the provision of monitoring services through another qualified agent that is reasonably acceptable to Customer.

16.           Invoices and Payment

Payment terms are net thirty (30) days from date of issuance of invoice.  The Services shall be invoiced in advance, on a quarterly basis, and must be paid prior to the beginning of the quarter billed for.  All other charges shall be invoiced on a monthly basis.  Unpaid balances will be charged a finance fee of 18% per annum.  Quarterly services will not commence until all payments for the quarterly service are received at our accounting services office.


Quarterly Invoicing and Payment Schedule

Invoicing  Date                                       Payment Due / On or Before

Quarter #1 (Jan-Mar)        December 1                                            December 31

Quarter #2 (April-June)     March 1                                                 March 31

Quarter #3 (July-Sept)      June 1                                                   June 30

Quarter #4 (Oct-Dec)        September 1                                           September 30

The initial Quarter of Service will be prorated from the time of the execution of the contract to the end of that Quarter.

17.           Term

The initial term of this Agreement shall be for a period of ( 12 ) months from date first indicated above. Thereafter, this Agreement shall continue in effect until canceled by either party upon a minimum of thirty (30) days written notice.  Upon the termination or cancellation of this Agreement, Lanmor shall refund to Customer on a pro-rata basis any prepaid, unearned fees.

18.           Charges

The quarterly maintenance charge during the initial ( 12  ) month term of this agreement shall be as set forth in Billing Schedule below. The quarterly maintenance charge will be prorated to reflect a partial quarter to the nearest half month.  This Agreement will automatically renew for an additional term, each year at an amount not to exceed five percent (5%) over the rate charged in the immediately preceding term.  If Customer makes any additions, modifications or deletions to the equipment listed in the Equipment Schedule, Lanmor and Customer will agree to adjust the quarterly maintenance charges to reflect these changes.