MASTER SERVICES AGREEMENT

Between OnGuard Technologies, Inc. and [Client Legal Name]

RECITALS

A. OnGuard Technologies, Inc., a Delaware corporation with its principal office at 1066 Woods Bog Ave, Middleton, ID 83644 ("OnGuard"), operates a software-as-a-service technology platform (the "Platform") that enables businesses to discover, contract with, and coordinate the delivery of security services from independently owned and licensed security companies.

B. [Client Legal Name], a [State] [entity type] ("Client"), wishes to access the Platform to procure security services from licensed security companies on terms set forth in this Agreement and applicable Order Forms.

C. OnGuard is a SaaS platform and is not a security services provider, a staffing agency, an employer of any Guard, or a joint employer with any Vendor. Security services are provided exclusively by licensed Vendors who are the lawful employers of the Guards under applicable state security-licensing statutes (in California, Bus. & Prof. Code §§ 7580 et seq.). OnGuard does not direct or control the manner or means by which security services are performed.

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

Capitalized terms have the meanings set forth in this Section or as otherwise defined in the Agreement.

1.1 "Affiliate" means any entity controlling, controlled by, or under common control with a party, where "control" means ownership of more than fifty percent (50%) of the equity or voting interests.

1.2 "Agreement" means this Master Services Agreement together with all Schedules, Exhibits, Order Forms, the Privacy Policy, the Data Processing Agreement, and the Acceptable Use Policy, each incorporated by reference.

1.3 "Client Data" means data, content, or information provided by or on behalf of Client through the Platform, including job specifications, site information, communications, and User credentials.

1.4 "Effective Date" means the effective date published for this Agreement (or, for Client, the date Client first accepts this Agreement by signature or click-through).

1.5 "Guard" means an individual security professional employed or contracted by a Vendor to perform security services.

1.6 "Order Form" means an order, statement of work, or similar ordering document executed by the parties referencing this Agreement.

1.7 "Platform" means OnGuard's software-as-a-service platform, including the website, mobile applications, APIs, dashboards, integrations, and related tools used to facilitate discovery, contracting, and coordination of security services between Clients and Vendors.

1.8 "Services" means the SaaS subscription, access to the Platform, and ancillary technology services provided by OnGuard under this Agreement. The term "Services" does not include security services, which are provided by Vendors directly to Client.

1.9 "Subprocessor" means a third party engaged by OnGuard to process Personal Data on OnGuard's behalf (e.g., Stripe, Checkr, cloud hosting, analytics).

1.10 "User" means an authorized individual who accesses the Platform on behalf of Client.

1.11 "Vendor" means a security services provider that (i) holds all required licenses and permits to deliver security services in each jurisdiction where it operates (including, in California, a Private Patrol Operator license under Cal. Bus. & Prof. Code § 7582 or Proprietary Security Employer registration under § 7574.01), (ii) is the sole employer of its Guards, and (iii) is registered on the Platform.

2. THE PLATFORM AND ONGUARD'S ROLE

2.1 Grant of Right to Access. Subject to this Agreement and payment of applicable Fees, OnGuard grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term solely for Client's internal business purposes.

2.2 SaaS-Only Role. OnGuard provides the Platform as software-as-a-service. OnGuard's role is limited to:

(a) operating, maintaining, and improving the Platform;
(b) enabling Client to discover and communicate with Vendors;
(c) facilitating contract execution, scheduling visibility, communications, document storage, and payment routing between Client and Vendor; and
(d) providing related customer support, analytics, and integration tools.

2.3 Services Not Provided by OnGuard. OnGuard does not:

(a) provide security services or hold any security-services license;
(b) employ, engage, hire, fire, discipline, pay, supervise, train, schedule, or direct any Guard;
(c) set Guards' wages, hours, terms, conditions of employment, or benefits;
(d) determine the manner or means by which security services are performed;
(e) guarantee Vendor or Guard performance, availability, qualifications, or suitability for any particular Client engagement; or
(f) act as a party to the security services contract between Client and Vendor.

2.4 Vendor-Client Contract Is Separate. Each engagement of a Vendor by Client through the Platform constitutes a direct, separate contractual relationship between Client and that Vendor. OnGuard is not a party to any Vendor-Client services contract.

3. NO EMPLOYMENT, AGENCY, OR JOINT EMPLOYER RELATIONSHIP (CORE PROTECTION)

3.1 No Employment. Nothing in this Agreement creates an employment, joint employer, agency, partnership, joint venture, or franchise relationship between (a) OnGuard and Client, (b) OnGuard and any Vendor, or (c) OnGuard and any Guard. Vendors are independent businesses that are the sole and exclusive employers of their Guards.

3.2 No Direction or Control. OnGuard does not direct, supervise, or control any Vendor's or Guard's manner or means of providing security services. The Platform offers matching, search, scheduling visibility, dispatch coordination, time and location data capture, ratings, communication, document storage, and payment routing as informational and workforce-coordination aids only; final assignment, scheduling, supervision, discipline, training, and payment decisions concerning Guards rest exclusively with Vendors.

3.3 California Statutory Position. With respect to California operations, Client acknowledges that:

(a) Under the California Private Security Services Act (Cal. Bus. & Prof. Code §§ 7580 et seq.), Guards must be employed by a licensed Private Patrol Operator or registered Proprietary Security Employer; OnGuard is neither.
(b) OnGuard does not "supply workers" to Client and is not a "labor contractor" within the meaning of Cal. Lab. Code § 2810.3.
(c) Where Client and Vendor enter into a security services contract through the Platform, Client is responsible for ensuring such contract complies with Cal. Lab. Code § 2810(d), and OnGuard's Platform supports inclusion of the § 2810(d) safe-harbor itemizations.

3.4 Public Statements; Holding Out. Client shall not represent, by act or omission, that Guards are OnGuard's employees, that OnGuard supplies security services, or that OnGuard is the employer of any individual performing services at a Client site. Client shall not direct any communication from Guards or Vendors to be channeled in a manner that suggests OnGuard is an employer.

3.5 Labels for Convenience. The Platform's user interface may use everyday terms — including "your team," "your guards," "your roster," "manage," "your schedule," "qualified," "match," "available," "assigned," or similar — for user-experience convenience. These terms are used solely for user-interface convenience and do not constitute or imply any determination by OnGuard about worker classification, employment status, employment relationships, agency, joint employer, hiring decisions, vetting, endorsement, or fitness of any individual for any particular work. All such determinations are made (where applicable) by the relevant Vendor as employer, by Client as the entity contracting for security services, or by the Guard as the individual security professional, and not by OnGuard.

3.6 No Duty to Protect; No Responsibility for Security Outcomes. OnGuard provides software only and does not provide security services, guard personnel, or physical protection of any person or property. OnGuard owes no duty of care to protect any person or property, does not guarantee the safety of any site, person, or event, and is not responsible or liable for the acts, omissions, performance, or non-performance of any Vendor or Guard, or for any injury, death, loss, theft, or property damage occurring at or in connection with any site or engagement. Responsibility for security services and site safety rests exclusively with the Vendor (as the licensed provider and employer) and, as applicable, the Client. Nothing in this Agreement or on the Platform shall be construed to create any duty on the part of OnGuard to provide security or to protect any person or property.

4. CLIENT RESPONSIBILITIES

4.1 Accurate Site and Job Information. Client shall provide accurate, complete, and current information about each site, including hazards, access procedures, hours, scope, and any client-mandated training, uniform, or equipment requirements.

4.2 Safe Working Conditions. Client shall maintain its sites in compliance with applicable workplace-safety laws, including, in California, Cal/OSHA workplace violence prevention requirements under Cal. Lab. Code § 6401.9. Client shall coordinate workplace-violence-prevention plan implementation directly with Vendor, not through OnGuard.

4.3 Direct Engagement with Vendor. Client shall communicate operational, performance, scheduling, and supervisory matters directly with Vendor.

4.4 Compliance with Law. Client shall comply with all applicable federal, state, and local laws in its use of the Platform and its engagement of Vendors.

4.5 User Accounts. Client is responsible for the acts and omissions of its Users, for maintaining the confidentiality of credentials, and for promptly disabling access of departed personnel.

4.6 No Circumvention. During the Term and for twelve (12) months after termination, Client shall not knowingly engage a Vendor introduced through the Platform for new security services contracts outside the Platform with the intent to avoid OnGuard's Fees. This provision does not restrict Client from continuing pre-existing or independently sourced relationships.

4.7 Independent Judgment About Vendors. The Platform's matching, search, ratings, scheduling, dispatch coordination, document storage, and other coordination features are informational aids only. Client is prohibited from using or relying on the Platform in place of Client's own independent judgment and decision-making about any Vendor at any step in Client's vendor-selection, engagement, supervision, or termination processes. Without limitation, Client is solely responsible for (a) selecting Vendors that meet Client's site, qualification, licensing, insurance, and quality requirements; (b) evaluating each Vendor's licensure status, insurance coverage, employment and safety practices, and operational suitability for Client's needs; (c) reviewing the terms of each Vendor's services contract with Client; and (d) directing operational, performance, scheduling, and supervisory matters to the relevant Vendor under Section 4.3. OnGuard does not endorse, vet, recommend, qualify, screen, or evaluate any Vendor, and OnGuard makes no representation or warranty about any Vendor's licensing, insurance, qualifications, fitness, conduct, or performance.

5. FEES, INVOICING, AND PAYMENT

5.1 Fees. Client shall pay (a) subscription fees for Platform access and (b) transaction fees as set forth in the applicable Order Form or the Platform pricing page in effect at the time of order. Fees do not include amounts payable by Client directly to Vendor for security services.

5.2 Payment Processing. Payments are processed through OnGuard's third-party payment processor (currently Stripe, Inc.). By providing payment information, Client authorizes OnGuard and its payment processor to charge the applicable payment method.

5.3 Pass-Through of Vendor Fees; Limited Payment Agent. Where the Platform routes payments from Client to Vendor, OnGuard acts solely as Vendor's limited payment agent under California Civil Code § 2295 et seq. for the purpose of collecting Client's payment for the relevant engagement and remitting it to Vendor net of OnGuard's fees. OnGuard's role in payment collection (a) is undertaken solely on behalf of Vendor, (b) does not make OnGuard a party to, or a guarantor of, any underlying security services arrangement between Client and Vendor, (c) does not make OnGuard a paymaster, employer, or joint employer of any Guard, and (d) does not vest OnGuard with any authority to determine Guard wages, hours, or other terms of Guard employment. The security services engagement between Client and Vendor remains a direct contractual relationship between them, governed by their own engagement terms and applicable law.

5.4 Taxes. Client is responsible for all taxes (excluding OnGuard's net-income taxes) arising from Client's use of the Platform.

5.5 Late Payments. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. OnGuard may suspend Services after fifteen (15) days' written notice of nonpayment without cure.

5.6 Refunds. Subscription fees are nonrefundable except as expressly stated in an Order Form. Disputes regarding fees paid to Vendor must be resolved directly between Client and Vendor.

5.7 Fee Changes. OnGuard sets the subscription fees and transaction fees applicable to the Platform and may modify them from time to time, effective prospectively upon no less than thirty (30) days' written notice to Client (which may be provided through the Platform or by email). Any fee change applies only to subscription terms commencing, and to Engagements requested, on or after the change's effective date; no fee change applies retroactively. The transaction fee applicable to any Engagement is fixed at the rate in effect at the time the corresponding request is submitted and is not affected by any subsequent change. Where Client has committed to pricing in an Order Form, that pricing controls for the duration of the Order Form's then-current term, and fee changes take effect at the next renewal term unless the parties agree otherwise. Client's continued use of the Platform after a fee change's effective date constitutes acceptance; if Client does not accept a change to transaction fees, Client's sole remedy is to cease submitting new requests and, if it so elects, to terminate for convenience under § 14.4.

6. DATA PROTECTION; PRIVACY

6.1 Privacy Policy. Use of the Platform is governed by OnGuard's Privacy Policy, available at https://onguardsolutions.io/privacy, as updated from time to time.

6.2 Data Processing Agreement. Where OnGuard processes Personal Data on Client's behalf, the Data Processing Agreement (DPA) attached as Schedule A governs that processing and is incorporated by reference.

6.3 Data Roles.

(a) OnGuard is a controller for Platform account, usage, telemetry, and product-improvement data.
(b) OnGuard is a processor / service provider for Client Data processed on Client's behalf for the purpose of facilitating Vendor engagement.
(c) Vendor is the controller for Guard employment, payroll, and HR data; OnGuard does not control such data.

6.4 Subprocessors. OnGuard maintains a current list of Subprocessors and makes it available at https://onguardsolutions.io/subprocessors or upon written request to privacy@onguardsolutions.io.

7. SECURITY; INCIDENT RESPONSE

7.1 Information Security Program. OnGuard maintains an information-security program that includes administrative, technical, and physical safeguards reasonably designed to protect Client Data, including encryption in transit and at rest for sensitive data, role-based access controls, multi-factor authentication for administrative access, logging and monitoring, vulnerability management, and a written incident-response plan.

7.2 Incident Notification. OnGuard will notify Client without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Security Incident affecting Client Data, and will provide reasonable assistance to Client's compliance with applicable breach-notification laws.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party ("Discloser") to the other ("Recipient") and marked confidential or reasonably understood to be confidential. Confidential Information excludes information that (a) is or becomes public through no fault of Recipient, (b) was rightfully known to Recipient before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Confidential Information.

8.2 Obligations. Recipient shall (a) protect Confidential Information with no less than reasonable care, (b) use it solely for purposes of the Agreement, and (c) limit access to personnel and contractors who have a need to know and are bound by confidentiality obligations.

8.3 Compelled Disclosure. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide Discloser with prompt notice (where lawful) and reasonable cooperation to seek a protective order.

8.4 Survival. Confidentiality obligations survive for three (3) years after termination; trade-secret protections survive indefinitely.

9. INTELLECTUAL PROPERTY

9.1 OnGuard IP. OnGuard and its licensors own all right, title, and interest in the Platform, including all software, documentation, designs, trademarks, and improvements. Client receives only the limited rights expressly granted in Section 2.1.

9.2 Client Data. Client retains all right, title, and interest in Client Data. Client grants OnGuard a limited, non-exclusive, royalty-free, worldwide license to host, process, transmit, and display Client Data as necessary to provide the Services and as permitted by the Privacy Policy and DPA.

9.3 Feedback. If Client provides feedback, suggestions, or improvements, OnGuard may use them without restriction or compensation. Feedback is not Confidential Information.

9.4 Aggregated and Anonymized Data. OnGuard may collect, use, and disclose aggregated and anonymized data that does not identify Client or any individual for benchmarking, analytics, and product-improvement purposes.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual. Each party represents and warrants that (a) it is duly organized and validly existing, (b) it has authority to enter into this Agreement, and (c) its performance does not violate any other agreement to which it is bound.

10.2 OnGuard Warranty. OnGuard warrants that the Platform will perform materially in accordance with its documentation. Client's exclusive remedy for breach of this warranty is, at OnGuard's option, repair, replacement, or pro-rata refund of fees paid for the affected period.

10.3 Client Warranty. Client represents and warrants that (a) it has all necessary rights to provide Client Data to OnGuard, (b) its use of the Platform complies with applicable law, and (c) Client will not use the Platform for unlawful purposes or in a manner that creates a co-employment, joint-employer, or staffing-agency relationship with OnGuard.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ONGUARD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ONGUARD MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUALIFICATIONS, PERFORMANCE, AVAILABILITY, OR CONDUCT OF ANY VENDOR OR GUARD.

11. INSURANCE

11.1 OnGuard Insurance. OnGuard maintains commercial general liability, technology errors and omissions, cyber liability, and workers' compensation insurance appropriate to its operations. Certificates available on request.

11.2 Client Insurance. Client shall maintain insurance customary for its operations, including commercial general liability with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate, and any site-specific coverages required by Vendor or applicable law.

12. INDEMNIFICATION

12.1 OnGuard Indemnification. OnGuard shall indemnify, defend, and hold harmless Client against third-party claims alleging that the Platform, as provided by OnGuard and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, subject to the limitations in Section 13.

12.2 Client Indemnification. Client shall indemnify, defend, and hold harmless OnGuard, its Affiliates, and their officers, directors, and employees from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from (a) Client's breach of this Agreement, (b) Client's negligence or willful misconduct, (c) Client's use of the Platform in violation of law, (d) any claim brought by a Guard, regulator, or third party alleging that OnGuard is the employer or joint employer of a Guard arising from Client's instructions, representations, or conduct, or (e) any claim arising from security services rendered by Vendor to Client.

12.3 Procedure. The indemnified party shall (a) promptly notify the indemnifying party in writing, (b) tender sole control of defense and settlement (subject to the indemnified party's right to participate at its own expense), and (c) reasonably cooperate. The indemnifying party shall not settle a claim imposing non-monetary obligations on the indemnified party without consent.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THIS AGREEMENT.

13.2 Liability Cap. EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ONGUARD UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.3 Carve-Outs. The exclusions and cap in Sections 13.1 and 13.2 do not apply to (a) a party's indemnification obligations, (b) breach of confidentiality, (c) Client's payment obligations, or (d) a party's gross negligence, willful misconduct, or fraud.

13.4 Bargain. The parties acknowledge that the limitations in this Section 13 are an essential element of the bargain and that OnGuard would not provide the Platform on these economic terms without them.

14. TERM AND TERMINATION

14.1 Initial Term. This Agreement begins on the Effective Date and continues for an initial term of twelve (12) months ("Initial Term") unless earlier terminated.

14.2 Renewal. The Agreement automatically renews for successive twelve (12)-month terms ("Renewal Terms," together with the Initial Term, the "Term") unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

14.3 Termination for Cause. Either party may terminate for material breach not cured within thirty (30) days after written notice; provided that termination may be immediate for (a) loss of required license, (b) fraud, (c) safety risk, or (d) insolvency.

14.4 Termination for Convenience. Client may terminate for convenience with thirty (30) days' written notice. Fees already incurred remain due.

14.5 Effect of Termination. Upon termination, (a) Client's right to access the Platform ends, (b) each party shall return or destroy the other's Confidential Information, (c) OnGuard shall make Client Data available for export for thirty (30) days, and (d) all accrued obligations survive.

14.6 Survival. Sections 1, 3, 6, 8, 9, 10.4, 12, 13, 14.5, 15, 16, and 17 survive termination.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. This Agreement is governed by the internal laws of the State of Delaware, without regard to conflict-of-laws principles. Notwithstanding the foregoing, where Client is a California entity or transactions occur in California, mandatory provisions of California law (including, where applicable, Cal. Lab. Code, Cal. Bus. & Prof. Code, the CCPA/CPRA, and Cal. Civ. Code § 1717) shall apply.

15.2 Informal Resolution. The parties shall first attempt to resolve any dispute informally by written notice to legal@onguardsolutions.io and a thirty (30)-day good-faith negotiation period.

15.3 Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration before a single arbitrator administered by JAMS under its Comprehensive Arbitration Rules, in New Castle County, Delaware (or, at Client's election, in San Diego County, California for California-based Clients). Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Class Action Waiver. The parties waive any right to participate in a class, collective, or representative proceeding. Arbitration shall be on an individual basis only.

15.5 Injunctive Relief. Notwithstanding Section 15.3, either party may seek injunctive or equitable relief in court to protect intellectual property rights, Confidential Information, or to prevent imminent and irreparable harm.

15.6 Opt-Out for Consumer-Adjacent Claims. To the extent applicable consumer-protection law requires an opt-out right from arbitration, Client may opt out within thirty (30) days of the Effective Date by emailing legal@onguardsolutions.io with "Arbitration Opt-Out" in the subject line.

16. MISCELLANEOUS

16.1 Entire Agreement. This Agreement (including all Schedules, Order Forms, and policies incorporated by reference) is the entire agreement between the parties on the subject matter and supersedes all prior agreements and understandings.

16.2 Order of Precedence. In the event of conflict: (a) Order Form, (b) DPA, (c) this MSA body, (d) Acceptable Use Policy, (e) Privacy Policy.

16.3 Amendments. No amendment is effective unless in writing and signed by authorized representatives. OnGuard may update operational policies (e.g., Acceptable Use, Subprocessor list) by posting notice on the Platform; material changes require thirty (30) days' notice.

16.4 Assignment. Client may not assign this Agreement without OnGuard's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all assets. OnGuard may assign to an Affiliate or in connection with a merger, acquisition, or sale.

16.5 Severability. If any provision is held invalid, the remainder remains in effect and the invalid provision shall be construed to give maximum permissible effect.

16.6 Waiver. No waiver is effective unless in writing. Failure to enforce a right is not a waiver.

16.7 Notices. Notices to OnGuard: legal@onguardsolutions.io with copy to OnGuard Technologies, Inc., 6005 Paseo Acampo Apt 223, Carlsbad, CA 92009. Notices to Client: the email and address on Client's account.

16.8 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disaster, war, terrorism, cyber attack, government action, internet outage), provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

16.9 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

16.10 Third-Party Beneficiaries. There are no third-party beneficiaries except (a) OnGuard Affiliates may enforce IP and indemnification provisions, and (b) Vendors may enforce the no-employment and non-circumvention provisions to the extent applicable.

16.11 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature (compliant with E-SIGN Act and UETA), each of which is deemed an original.

16.12 Headings. Headings are for convenience and do not affect interpretation.

17. SCHEDULES INCORPORATED BY REFERENCE

Schedule A — Data Processing Agreement
Schedule B — Acceptable Use Policy
Schedule C — Service Level Agreement (Order Form-specific)
Schedule D — Subprocessor List (linked online)
Schedule E — Order Form template

SIGNATURES

OnGuard Technologies, Inc.

By: ______________________________ Name: Kelly Christenson Title: Chief Executive Officer Date: ______________________________

[Client Legal Name]

By: ______________________________ Name: ______________________________ Title: ______________________________ Date: ______________________________

End of Master Services Agreement.