Armida shall furnish the number of specified personnel at the location(s) requested, and on the day(s) and time(s) specified.
Event Services personnel shall be provided in accordance with this Agreement, and with any written instructions or orders to be mutually agreed upon between the parties. Should any conflict arise between the terms of any other document and this Agreement, this Agreement shall control. In the absence of Post Orders, Armida shall provide Event Staffing personnel in accordance with accepted industry standards, and in accordance with all State and local requirements. Armida's primary responsibility will be to fulfill defined job parameters in order to best support the event and event venues needs.
Client acknowledges that Armida will incur costs to prepare for, staff and commence the services under this Agreement. In the event services are terminated by Client after commencement of the Agreement during the initial term, Client agrees to pay for the cost of the scheduling for the event which is not to exceed one quarter of the original contract regardless of whether staff was deployed or services were provided. A detailed report will be provided.
All needs for licensed Security will be fulfilled by our partner; Praetorian USA PPO 16665
Armida shall invoice Client for services on a schedule agreed upon by both parties.
Invoices are due and payable upon receipt and become delinquent on an agreed upon amount of time after receipt.
Service Rates: It is agreed that the compensation due Armida under this Agreement shall include charges at the Service Rates specified in Exhibit “B,” including rates for Holidays and overtime.
Client agrees to pay all invoices in the full amount without offset of any kind or nature unless there is a good faith dispute concerning the rate or quantity of charges, in which event Client agrees to pay the undisputed amount and to notify Armida as to the reason for the dispute and the value thereof.
Should Client not make payment in full within the time stated in subparagraph (b) above, then Client shall pay Armida a late charge of one and one-half percent (1.5%) per month on such overdue amount, including prior late charges, until paid in full. Late charges will not be applied to unpaid amounts disputed by the Client in good faith.
If your check is returned by the bank, you are liable for up to three times the amount of the check or $120, whichever is more, plus the face value of the check and court costs. Additionally, your account may be referred to the Franchise Tax Board for collections. You may also face criminal charges.
Client shall defend, indemnify, and hold harmless Armida, its agents and employees from and against any and all Claims resulting from, or alleged to be resulting from, the active or passive negligence, concurrent or otherwise, or willful misconduct of Client, its employees, agents, vendors, subcontractors, affiliates, and independent contractors other than Armida, or for any non-standard services not specified herein or in the written Post Orders performed by Armida at the verbal or written request, direction, or on behalf of Client or its agents. Armida's indemnity obligations herein shall not be construed as a waiver of the statutory protections afforded to Armida by any and all applicable Workers' Compensation laws or statutes. The indemnity obligations of Armida and Client set forth herein shall survive the expiration or termination of this Agreement
NO WARRANTY.
Client recognizes that Armida is not an insurer of property or persons and makes no warranty, express or implied, that the security services provided will prevent loss, damage or injury to Client, Client’s guests, invitees, employees or property or from the injury or death of any person whomsoever or the consequences therefrom.
TERMINATION.
This Agreement may be terminated at any time by either party following the initial term, without cause, by giving thirty (30) days written Notice to the other party. In the event of a material breach of any term or provision of this Agreement by either party including, but not limited to, the timely payment by Client to Armida of all invoiced charges, this Agreement may be terminated immediately without penalty to the non-breaching party. In the event of a cancellation prior to the expiration of three months of the initial term, Client shall remain responsible for payment of the first three months, as set forth in section 1(e), above.
NO THIRD PARTY RIGHTS.
Nothing in this Agreement is intended to confer any rights or remedies on anyone other than the parties to the Agreement and their respective successors, representatives and assigns. The provisions of this Agreement shall not entitle any person not a signatory to this Agreement to any rights as a third party beneficiary, or otherwise, it being the specific intention of the parties hereto to preclude any and all-non-signatory parties from any such third party beneficiary rights, or any other rights whatsoever.
WAIVER.
The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, agreement, covenant, representation or warranty contained in this Agreement, whether by conduct of otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other term, agreement, covenant, representation or warranty of this Agreement.
INVALIDITY OF PROVISIONS.
The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of such provision or any other provision of this Agreement.
ENTIRE AGREEMENT.
This Agreement and its Exhibits set forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes all prior and contemporaneous negotiations, promises, covenants, agreements, representations, arrangements, undertakings and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made which is not embodied in this Agreement. None of the parties shall be bound by or liable for any alleged representation, promise, inducement or statement not set forth herein.
REPRESENTATIVE CAPACITY.
Each signatory to this Agreement in a representative capacity represents and warrants they are authorized to execute the Agreement on behalf of the person or entity on whose behalf their signature is affixed.
CALIFORNIA LAW.
This Agreement is entered into in the State of California. It shall be governed by, interpreted, and construed and enforced in accordance with the domestic laws of the State of California without reference to principles of conflict law.
INTERPRETATION OF AGREEMENT.
The language of this Agreement shall in all cases be interpreted as a whole, according to its fair meaning, and not strictly for or against any of the parties, regardless of which is the drafter of this Agreement.
BINDING NATURE OF PROVISIONS.
All the terms, agreements, covenants, representations, warranties and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto and their respective successors and assigns, if any.
AMENDMENT/MODIFICATION.
This Agreement and any Exhibits may only be amended, modified, superseded or canceled in writing executed by each of the parties.
FORUM.
The parties hereby consent to the jurisdiction and venue of the courts, federal or state, located in the jurisdiction where the security services are rendered, but in all cases, within the State of California, with respect to any action or suit hereunder.
ATTORNEY FEES.
In the event any legal action or proceeding is necessary or appropriate to enforce or construe any provision of this Agreement, or to seek relief for the breach thereof, the prevailing party in such action or proceeding shall be entitled to recover its reasonable costs incurred, including reasonable attorney fees.
NOTICES.
All Notices required from one party to the other hereunder shall be sent by certified or registered mail as follows:
Notice to ARMIDA shall be sent to:
Armida Group Inc. DBA:
Armida Event Services, Armida Security
823 Grant Ave STE D
Novato Ca 94945
FORCE MAJEURE.
The obligations of Armida hereunder may be suspended during any period where performance is prevented by acts of God, civil or labor disturbances, or events beyond Armida's reasonable economic control.
COMPLIANCE WITH LAW.
Armida shall, at its own cost and expense, comply in full with all applicable federal, state, and local statutes, laws, ordinances, rules, regulations, orders, licenses, permits or fees (“Governmental Regulations”) associated with the services provided under this Agreement.
Client shall, at its own cost and expense, comply in full with all applicable federal, state, and local statues, laws, ordinances, rules regulations, orders, licenses, permits or fees (“Governmental Regulations”) applicable to its operations and its performance under this Agreement, including without limitation: (i) Environmental Laws; (ii) laws relating to accessibility by and accommodation of handicapped persons; and (iii) laws relating to discrimination of any type of manner.
ASSIGNMENT.
Neither Client nor Armida shall assign this Agreement or assign any rights arising under or to allow the same to be assigned by operation of law or otherwise without the prior written consent of both parties, which consent shall not be unreasonably withheld. Armida may, under particular circumstances, sub-contract with other licensed security providers to provide services under this Agreement. Client authorizes Armida to subcontract when necessary to provide outstanding services to Client.
INDEPENDENT CONTRACTOR/EMPLOYER.
Armida agrees to perform the services described in this Agreement as an independent contractor and not as an employee, agent, joint venturer, affiliate, or associate of Client.
Armida shall hire all event staff personnel and shall be responsible for the payment of all wages, appropriate expenses, and customary taxes and insurance. *Security Personnel will be provided by Praetorian Protective services PPO 16665. Armida will subcontract with Praetorian and will manage all staff provided by them.
All personnel shall be under the direction and control of Armida. Armida shall have the right to assign such personnel as it sees fit. Armida may change personnel in its sole and absolute discretion. Upon reasonable request by Client, Armida shall reassign its employees as long as such request does not violate any applicable state or federal law as determined by Armida.
Armida shall provide its personnel with all necessary uniforms and equipment (as appropriate). Non-standard uniforms or equipment required by Client will be provided as agreed upon and at a cost as mutually agreed upon in writing.
All personnel shall be employees of Armida or subcontractors to Armida (when appropriate) and shall not be deemed to be employees of Client.
PROPERTY.
Any and all property, equipment and supplies furnished by Armida to provide the services hereunder shall remain the property of Armida and Armida shall at all times, during and after the term of this Agreement, have the sole right to install, maintain and remove such property, equipment and supplies.
Any and all Client-owned equipment and supplies provided to Armida to aid in providing the services hereunder will be given proper care by Armida and returned to Client on demand in original condition, normal wear and tear excepted.
NOTIFICATION OF HAZARDS.
Client agrees to notify Armida of any physical or environmental hazards on or about the Premises to which exposure could lead to injury or illness of Armida's employees.
CLIENT VEHICLES.
If Client requires Armida personnel to use any vehicle or operate any equipment during the course of security personnel duties, other than the security personnel's own personal vehicle or a vehicle provided by Armida, Client agrees to maintain comprehensive fire, theft, collision, and liability insurance on such vehicles, that Armida and its personnel will be deemed an insured, and that the insurance covering such vehicles is primary and non-contributory.
NON-SOLICITATION.
Client agrees not to directly or indirectly employ, accept applications from, or solicit or call upon any person who is an employee of Armida for the purpose of, or with the intent of, enticing such employee away from or out of the employ of Armida, on Client's own behalf or on behalf of any competitor of Armida, during the Term of this Agreement and for one (1) year thereafter. In the event of breach by Client of this section, the parties agree that damages that may result for violation of this section are difficult to ascertain, and accordingly, Client agrees to pay the total sum of Fifteen-Thousand Dollars ($15,000.00) to Armida for each and every individual employed in violation of this section as liquidated damages, and not as a penalty. The liquidated damages received by Armida pursuant to this section are in addition to any other rights or remedies Armida has under this Agreement.
LOSS OF KEYS.
If Client entrusts Armida with keys to its Premises, facilities or equipment, Armida will be responsible for such keys only when they are in the custody of an Armida employee. Should keys be lost by other than theft while in the custody of Armida, Armida agrees to replace all such keys and related locks at the cost of replacement, including labor, not to exceed one thousand dollars ($1,000.00).
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