Task Force Protection Bureau

Sub-Contractor Agreement

THIS AGREEMENT, made and entered into , by and between

U.S. Protective Services, Inc d/b/a Task Force Protection Bureau, with offices at
2214 Wrightsville Avenue
Suite B
Wilmington, NC 28403
(hereinafter referred to as “Client”)


, with offices at
(hereinafter referred to as “Contractor”)



WHEREAS, Client is a North Carolina corporation formed, organized and existing under the laws of the State of North Carolina and is in the business of providing security guard services for entities and establishments throughout the United States; and

WHEREAS, Client, from time to time, may need the services of Contractor to provide security guard services on a nonexclusive independent contractor basis and Contractor desires to perform said security guard services, in accordance with the terms and conditions herein set forth

NOW THEREFORE, in consideration of the forgoing recitals, incorporated herein by reference, and in consideration of the mutual promises and covenants herein contained, Client and Contractor hereby agree as follows:

  1. SERVICES.   The Contractor shall, during the term of this Agreement, provide security guard services as shall be assigned by a duly authorized representative of Client and as specifically set forth in an Addendum to this Agreement (each individual Addendum to this Agreement shall hereinafter be referred to as an “Account”). Contractor shall furnish, at its own cost and expense, all labor, supervision, materials, tools, supplies, insurance, equipment, and all other items necessary, or required for the performance of the services and Contractor shall pay, punctually and in full, all costs, income taxes, and payroll taxes and all other charges as required by law, including social security, unemployment and disability benefits.
  1. TERM.   This Agreement shall commence on the date set forth above and shall continue indefinitely unless terminated in accordance with the terms of this Agreement.
  1. COMPENSATION.   Contractor’s compensation for services provided hereunder shall be based on the location of each Account and shall be specifically set forth in an Addendum to this Agreement. Contractor agrees not to bill any Account other than directly for services provided hereunder. Contractor will be paid 45 days from acceptance of appropriate invoice and accompanying timesheet.

  2. BILLING.   Contractor shall provide invoices to Client for services provided pursuant to this Agreement. Under no circumstances shall Contractor bill any Account directly.
  1. NON-PAYMENT.   Should Contractor fail to provide services as required by written contract, it is at the discretion of the Client to decline payment to Contractor for that account.

  2. PERSONNEL.   All personnel employed by Contractor or under the supervision of Contractor utilized in this Agreement in the performance of services provided hereunder shall abide by the following:

a. LAWS AND REGULATIONS.   All personnel shall be qualified to act in accordance with all applicable federal, state and local laws, rules and regulations, and shall meet all requirements of Client and the Account. Contractor shall be properly licenses in all jurisdictions in which to perform services under this Agreement. Further, Contractor shall, prior to utilizing an employee to perform services hereunder, furnish to Client evidence that the employee meets Client’s and the Account’s requirements and has fulfilled all applicable registration requirements of a security officer in strict accordance with applicable state and local laws.

b. UNIFORMS.   All personnel assigned to perform the services hereunder shall be uniformed in accordance with Client’s reasonable specifications for each Account.

  1. TERMINATION.   This Agreement shall be terminated under the following conditions:

a. MUTUAL CONSENT.   This Agreement may be terminated at any time by the mutual written notice of the intention to terminate to the other at least thirty (30) days prior to the intended date of termination.

b. WRITTEN CONSENT.   Either party may terminate this Agreement upon written notice of the intention to terminate to the other at least thirty (30) days prior to the intended date of

c. FOR CAUSE.   Client may cancel this contract immediately upon notice to Contractor if Client, in its sole discretion, determines that Contractor has breached any of the terms of

  1. INSURANCE.   Contractor will maintain at its expense:

a. Comprehensive general or public liability insurance with a minimum limit per occurrence of $1,000,000.00 and $2,000,000 aggregate; and

b. Worker’s compensation or employer’s liability as required by local law, such policies waving any subrogation against Client; and

c. Automobile liability insurance as required by local statute if a vehicle will be used in the performance of this Agreement. Insurance required under this section will name Client and Account as additional insured with respect to Contractor’s insurable interest, will be primarily or non-contributory regarding insured damages or expenses, and will be purchased from the insurers of sound internationally recognized financial

Prior to commencing the services hereunder, Contractor shall furnish a certificate of insurance listing Client as an additional insured and provide evidence of compliance. Insurance policies will not be changed or canceled during their respective terms of this Agreement without at least thirty (30) days prior notice, such notice to be provided pursuant to the terms hereof.

  1. INDEMNIFICATION.   Subcontractor hereby agrees to defend, indemnify and hold harmless Client, the Account and their respective stockholders, directors, officers, employees and agents (“indemnifies”) from and against any and all claims, demand, liabilities, costs and expenses, including attorneys fees and expenses which may be suffered by, accrued against, charged to or recoverable from the Indemnities by reason of (i) a breach of this agreement, material or otherwise including without limitation, the breach of any of the representation, warranty, covenant made by Contractor in or under this agreement; (ii) and claim, action or proceeding brought by an employee or former employee of Contractor arising out of or based upon any law, regulation, requirement, contract or award relating to the hours of employment, working conditions, wages or compensation of each employee; (iii) personal injuries including death sustained by any person or persons (including without limitation Contractor’s employees) caused or occasioned, directly or indirectly, to the services hereunder and/or acts or omissions of Contractor or its servants, agents or employees, provided, however, that in the case of clauses (iii) and (iv) above.
  1. NON-SOLICITATION.   In consideration of retaining the services of Contractor hereunder, Contractor agrees that during the term of this Agreement and for a period of two (2) years after termination of this Agreement, Contractor will not for itself, as an agent employee or on behalf of any person, association, partnership, or corporation, directly or indirectly, solicit or attempt to obtain business from, or do business with or service any customer or Account of Client. Contractor understands that if the provisions of the within paragraph are violated, Client would be seriously and irreparably damaged, and agrees that Client will be entitled to seek appropriate remedies for those damages, including, without limitation, injunctive relief to enforce this paragraph and all reasonable attorney’s fees incurred by Client to enforce the terms
  1. INDEPENDENT CONTRACTOR STATUS. Client and Contractor hereby agree that Contractor is an independent contractor and not an employee of
  1. SUBCONTRACTING.   Contractor agrees that it will not further subcontract any work to be performed as specified by this Agreement.
  1. NO AUTHORITY TO BIND.   Contractor has no authority to enter into contracts or agreements on behalf of Client.
  1. NOTICES.   Any notices and/or communications between the parties regarding this Agreement shall be made in writing and sent by certified mail, return receipt requested, to the parties at the addresses as set forth on page one of this Agreement.
  1. DISPUTES.   Any dispute arising between the parties regarding enforcement or application of this Agreement, which cannot be amicable resolved, shall be brought before a court of competent jurisdiction, in New Hanover County, North Carolina. It is agreed and understood that each party waives the right to trial by jury. Any legal or other action related to this Agreement must be commenced no later than two (2) years from the date on which the cause of action arose.

a. The invalidity or enforceability of any particular provision of this Agreement shall not affect the enforceability of or invalidate the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions had never been part hereof and were omitted here from.

b. Any waiver, permission, consent or approval of any kind or nature by any party hereto, must be in writing and shall be effective only in the specific instance, to the extent of and for the specific purpose given, and the same shall not operate or be construed as a waiver of any subsequent breach, default, provision or condition of this Agreement by any party hereto, including the party to whom originally

c. This is the entire Agreement between the parties and there are no other terms, obligations, covenants, representatives, warranties or conditions, oral or otherwise, of any kind whatsoever. This Agreement may not be notified or terminated orally but only by an instrument in writing signed by the party against whom any such modification or termination is to be

d. This Agreement shall be binding upon and inure to the benefit of Client and Contractor and their representative successors and/or

e. This Agreement shall be governed by the laws of the State of North Carolina


WITNESS the due execution hereof as of the day, month and year first above written.

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Signed by Steven Corbin (on behalf of Task Force Protection Bureau)
Signed On: March 11, 2021

Signature Certificate
Document name: Sub-Contractor Agreement
lock iconUnique Document ID: 9cae402b2500d9adca70cee40f06cc727acd2e6c
Timestamp Audit
August 27, 2017 9:40 pm EDTSub-Contractor Agreement Uploaded by Steven Corbin (on behalf of Task Force Protection Bureau) - scorbin@taskforceprotectionbureau.com IP