ASPET Security Contract Review — Fairline Services
Prepared by: Napoleon (General Counsel, EnRoute Growth Platform) & Legal Team
Prepared for: Marc Williams (CDAIO) and ASPET (Erin Williams, Yolan John)
Review date: 2026-04-14
Document under review: "ASPET Draft Security contract - Fairline Services - final.docx"
Jurisdiction(s) potentially in play: Maryland (ASPET HQ), Minnesota (venue), federal
Instrument type: Letter of Intent (LOI) — drafted by Fairline, LLC
Overall risk rating: HIGH — disposition: GO WITH CHANGES (P0 must-fix items below)
1. Contract Overview
1.1 Parties
| Party | Identification | Role |
|---|---|---|
| ASPET | American Society for Pharmacology and Experimental Therapeutics, 1801 Rockville Pike, Suite 210, Rockville, MD 20852 | Client ("Contractee") |
| Fairline, LLC | Address not stated in the document | Security services provider |
| Venue | Hyatt Regency Minneapolis, 1300 Nicollet Mall, Minneapolis, MN 55403 | Third-party site (not a party) |
Signatories named: Paul Smith (Fairline) and Yolan John (ASPET). Fairline's signature block is dated 4/13/2026; ASPET's date is blank.
1.2 Services scope
- Type: Unarmed physical security services at a professional scientific conference.
- Dates: Saturday, May 16, 2026 through Wednesday, May 20, 2026 (overnight shifts only).
- Posts: (1) stationed officer in the Nicollet Ballroom and (1) patrol officer working the Nicollet Promenade/Foyer.
- Duties: Monitor unauthorized access, safeguard conference and vendor assets, identify and report suspicious activity, maintain visible presence, document incidents in Fairline's reporting system in real time.
- Total hours: 96 hours (4 nights × 2 officers at 11–13 hours per night).
1.3 Financial terms
| Term | Value | Notes |
|---|---|---|
| Standard rate | $50.00 / hour / officer | |
| Estimated total | $4,800.00 (pre-tax) | Taxes added at invoicing |
| Holiday premium | 1.5× standard rate | None of the scheduled nights fall on a recognized holiday |
| Civil-unrest surcharge | Unspecified "price increase" | Open-ended, no formula — risk |
| Minimum shift | 8 hours per guard | Unless waived in writing by Fairline management |
| Credit-card service fee | 3.4% | Added on the invoice |
| Invoice timing | Electronic, "upon completion" | "Payment is due upon receipt" |
1.4 Term, execution, and structure
- Instrument form: "Letter of Intent" that simultaneously asserts it creates "binding legal or contractual obligations." This is a drafting inconsistency — either it is an LOI (typically non-binding except for enumerated clauses) or it is a services contract. It should be re-titled "Security Services Agreement" for clarity.
- Effective date: 4/13/2026 (Fairline side only).
- Term: Implicitly limited to the 5-day engagement; no renewal clause, no survival clause (except indemnification expressly survives).
2. Risk Analysis
2.1 Clause-by-clause risk heatmap
| # | Clause | Severity | Core issue |
|---|---|---|---|
| 1 | Indemnification / Hold Harmless | CRITICAL | Facially mutual but incoherent; ASPET is asked to indemnify Fairline for Fairline's own negligence |
| 2 | Limitation of liability | CRITICAL | None present — unlimited exposure on both sides |
| 3 | Insurance requirements | CRITICAL | Completely absent — no GL, auto, workers' comp, umbrella, AI endorsement, or COI delivery |
| 4 | Licensing / guard qualifications | HIGH | Silent on Minnesota private-detective / protective-agent licensing and guard credentialing |
| 5 | Background checks & training | HIGH | Completely silent |
| 6 | Weapons / use-of-force policy | MEDIUM | Engagement is "unarmed" but contract does not prohibit guards from carrying, and no force continuum is defined |
| 7 | Incident reporting & post-event debrief | MEDIUM | Reference to "Fairline's reporting system" but no delivery obligation to ASPET, no retention period, no format |
| 8 | Confidentiality / "Limited Disclosures" | MEDIUM | Covers only disclosure of the Letter's economic terms; does NOT protect ASPET attendee, vendor, or IP information the guards will necessarily observe |
| 9 | Data / personal-information handling | HIGH | No privacy or data-handling terms despite likely exposure to attendee names, badges, room assignments |
| 10 | Subcontracting / assignment | HIGH | Silent — Fairline could sub out to any third party without ASPET consent |
| 11 | Key-personnel approval | MEDIUM | No right to reject or replace a specific guard |
| 12 | Termination for convenience | HIGH | Only a punitive cancellation clause that mirrors hotel-deposit economics; 30-day written-notice requirement makes short-term termination impossible inside the event window |
| 13 | Dispute resolution / governing law | HIGH | Completely absent — no venue, no forum selection, no arbitration, no attorney-fee rule |
| 14 | Force majeure | MEDIUM | Present but narrow — triggers only within 14 days of event and only for specified categories; ambiguous as to whether COVID-style public-health events qualify |
| 15 | Non-solicitation of guards | LOW | Absent — not a major issue for a 5-night engagement, but worth adding |
| 16 | IP / work product ownership | MEDIUM | Silent — incident reports, photos, body-cam footage (if any), and post-event summaries should be ASPET property or at minimum jointly owned |
| 17 | Audit rights | LOW / MEDIUM | None — ASPET cannot verify guard hours, licensure, or background-check compliance |
| 18 | Compliance with laws | MEDIUM | No general compliance warranty, no OSHA / ADA / wage-and-hour representation |
| 19 | Worker classification | MEDIUM | No representation that guards are Fairline W-2 employees (vs. 1099 misclassification risk flowing to ASPET as joint employer) |
| 20 | Civil-unrest pricing surcharge | HIGH | Open-ended unilateral price increase with no cap, no notice, no right to refuse |
| 21 | Cancellation / "exclusivity" language | HIGH | Internally contradictory — one sentence says the Letter "does create an obligation of exclusivity," another says it does not |
| 22 | "Binding Effect" clause | MEDIUM | Characterizes the same document as both "offer capable of acceptance" and a binding contract — legally awkward, could let Fairline argue either position |
| 23 | Payment "due upon receipt" | MEDIUM | Industry-standard is Net 15 or Net 30 for conference billing; ASPET AP cycle will not meet "due upon receipt" |
| 24 | Minimum 8-hour billed shift | LOW | Acceptable for this engagement (all shifts exceed 11 hours) but could bite on ad-hoc extensions |
2.2 Detailed clause analysis
2.2.1 Indemnification & Hold Harmless — CRITICAL
Contract text (paraphrased): "Contractee and Fairline … agree to defend, indemnify, and hold each other … harmless from and against all claims … arising out of or resulting from negligence, gross negligence or willful or wanton misconduct of Fairline, its officers, directors, employees, or agents."
What is wrong:
- The clause is written as bilateral ("each other") but the triggering conduct is described only as Fairline's conduct. Under this literal wording, ASPET would be obligated to defend and indemnify Fairline for Fairline's own negligence, gross negligence, and willful misconduct — the opposite of a protective indemnity. Many US jurisdictions will not enforce an indemnity for one's own gross negligence or willful misconduct, but ASPET should not rely on judicial rescue for a clause this badly drafted.
- There is no carve-out for third-party IP infringement, wage-and-hour liability, OSHA violations, or regulatory fines.
- "Defend" is stated but there is no obligation to use counsel reasonably acceptable to the indemnitee.
- There is no cap, no notice-and-cooperation procedure, and no right to control the defense.
- It does not address insurance-primacy (i.e., the indemnitor's insurance must respond first before the indemnitee's own).
Severity: CRITICAL. This is a must-fix.
2.2.2 Limitation of Liability — CRITICAL (by omission)
There is no limitation of liability at all. That cuts both ways, but for ASPET it means:
- Fairline's exposure is uncapped, which is fine from ASPET's defensive perspective but means there is no practical check on Fairline's insurance adequacy.
- More importantly, ASPET's exposure is also uncapped under the one-way indemnity (see 2.2.1). Combined, ASPET could be on the hook for damages far exceeding the $4,800 fee.
Recommendation: Add a mutual cap at the greater of (a) 2× fees paid under the agreement or (b) the limits of the insurance actually in force, with carve-outs for Fairline's gross negligence, willful misconduct, bodily-injury / property-damage claims covered by insurance, confidentiality breaches, and indemnification obligations.
2.2.3 Insurance — CRITICAL (by omission)
The draft is silent on insurance. For an unarmed security vendor at a professional conference, ASPET should require at minimum:
- Commercial General Liability (CGL): $2M per occurrence / $4M aggregate, including products/completed-ops, personal & advertising injury, contractual-liability endorsement.
- Workers' Compensation: Statutory limits in Minnesota (the work state), plus Employers' Liability at $1M/$1M/$1M.
- Commercial Auto: $1M CSL for any auto (owned, hired, and non-owned).
- Umbrella / Excess Liability: $5M per occurrence / aggregate, following-form over the underlying CGL, Auto, and EL.
- Professional / Errors & Omissions (Security Professional Liability): $2M per claim / aggregate, specifically covering security guard services (many carriers exclude these from standard CGL).
- Crime / Fidelity: $1M for employee dishonesty, given guards' proximity to vendor assets and display booths.
- Cyber Liability: $1M if Fairline will access any ASPET systems or attendee data (even incidentally).
All policies must:
- Name ASPET (and, if required by Hyatt, the hotel) as additional insured on a primary / non-contributory basis (CGL ISO CG 20 10 and CG 20 37 or equivalent).
- Include waiver of subrogation in favor of ASPET on CGL, Auto, and WC.
- Be issued by carriers rated A- VII or better by AM Best.
- Deliver a Certificate of Insurance (COI) at least 10 business days before the first shift, and an updated COI upon any policy change, with 30 days' notice of cancellation / non-renewal.
2.2.4 Licensing and guard qualifications — HIGH
Minnesota requires that private-detective and protective-agent firms be licensed by the Minnesota Board of Private Detective and Protective Agent Services (Minn. Stat. § 326.32 et seq., check current citation for accuracy). The contract does not represent that Fairline holds such a license or that its individual guards are lawfully authorized to provide protective-agent services in Minnesota. ASPET should require:
- Warranty that Fairline holds all licenses, permits, and registrations required to provide unarmed security in Minnesota and in any jurisdiction where any portion of the work is performed.
- Delivery of license numbers and expiration dates as an exhibit.
- Obligation to maintain such licenses through the engagement and to notify ASPET within 24 hours of any suspension, revocation, or disciplinary action.
- Each individual guard to meet Fairline's hiring, training, and uniform standards, including any state-required pre-assignment hours.
2.2.5 Background checks & training — HIGH
Nothing in the draft addresses guard vetting. Standard industry practice at scientific / pharmaceutical conferences is:
- Criminal background checks (county, state, and federal) within 90 days of deployment.
- Motor vehicle records (if guards will operate vehicles).
- Drug screening (pre-assignment and for cause).
- Verification of any required licensing / training certifications.
- At a minimum, 8 hours of pre-assignment training and annual refresher training in de-escalation, emergency response, and documentation.
- A commitment that no guard with a felony conviction involving violence, theft, dishonesty, or weapons in the prior 7 years will be assigned.
ASPET cannot monitor compliance at event time — the only protection is a contractual warranty, a right to audit, and removal-on-request.
2.2.6 Use of force / weapons — MEDIUM
The engagement is "unarmed," but the contract does not (a) prohibit guards from carrying personal firearms, batons, Tasers, or chemical agents on site, (b) define the force continuum, or (c) require de-escalation training. Given the scientific-conference setting, ASPET should require:
- Express prohibition on any weapons (firearms, impact weapons, chemical agents) on post.
- Guards will not physically restrain any person except to prevent imminent bodily harm.
- Guards will call local law enforcement before attempting any use of force beyond verbal commands and controlled escort.
- All use-of-force incidents reported to ASPET within 1 hour.
2.2.7 Incident reporting & documentation — MEDIUM
The draft mentions "Fairline's reporting system" for real-time logging. That is not enough. ASPET needs:
- Shift-opening and shift-closing reports delivered to a designated ASPET contact within 2 hours of shift end.
- Immediate (within 15 minutes) telephone notification of any incident involving injury, property damage, police contact, medical response, or theft.
- A final post-engagement report within 7 days of event close, including logs, incident summaries, and hour verification.
- Retention of records for at least 3 years, with a right of ASPET to request copies at any time (e.g., for insurance claims or litigation).
2.2.8 Confidentiality — MEDIUM (narrow clause misses the real risk)
The existing "Limited Disclosures" clause protects only the economic terms of the Letter itself — not the information Fairline will actually encounter on the job. Fairline's guards will see:
- Vendor booth contents, including product samples, prototypes, and proprietary signage.
- Attendee lists, badge names, affiliations, and traffic patterns.
- Facility layouts, access credentials, and security blind spots.
- Conversations and materials left in the ballroom after hours.
ASPET needs a standalone mutual confidentiality clause covering all non-public information obtained through the engagement, with a 3-year survival period, injunctive-relief language, and return/destruction on termination. Better still: a standalone NDA executed concurrently.
2.2.9 Personal-data / privacy handling — HIGH
If Fairline accesses any attendee registration information (even indirectly via badges or rooming lists), the contract should include:
- A representation that Fairline will not collect, store, or transmit any personal data beyond what is strictly necessary for the services.
- Compliance with applicable US state privacy laws (CCPA/CPRA if any California resident attends, and reasonable-security statutes such as the MN consumer-data-protection framework, once enacted) and with any ASPET vendor data-handling policy.
- A data-breach notification obligation within 24 hours.
- If international attendees are involved and any EU/UK data is touched, a standalone DPA compliant with GDPR Article 28 (unlikely to be needed at this scale, but flag for the next iteration).
2.2.10 Subcontracting / assignment — HIGH (by omission)
The draft is silent. ASPET should require:
- No assignment of the contract and no subcontracting of any portion of the services without ASPET's prior written consent (not to be unreasonably withheld).
- All flow-down obligations (insurance, licensing, background checks, confidentiality, indemnity) to apply to any approved subcontractor, and Fairline to remain primarily liable.
- Anti-assignment in case of Fairline's sale, change of control, or bankruptcy.
2.2.11 Termination — HIGH
The draft's "Cancellation Policy" reads like a hotel deposit clause, not a termination provision. It is internally inconsistent:
- Sentence 1 says cancellation on the date of engagement must be received "no later than 7 business day[s] from the day of the event" — which is self-contradictory (you cannot cancel "on the date of engagement" more than 7 days out from the event).
- Later sentences impose a 30-day written-notice requirement on "[a]ny cancellation of service."
- A separate paragraph says any shift canceled with less than 48 hours' notice is billed in full.
- "Fairline will forfeit any deposits or rights to any cost reimbursements" on Fairline cancellation — but no deposit is specified anywhere in the document.
ASPET needs:
- Termination for convenience with 10 days' written notice (or pro-rated shift fees for any shift canceled with less than 72 hours' notice).
- Termination for cause (material breach, insurance lapse, license loss, misconduct, felony arrest of any deployed guard, insolvency) effective immediately and without penalty.
- Termination for venue closure or force majeure effective without penalty on notice.
- Survival clause explicitly preserving indemnity, confidentiality, payment for services rendered, insurance, and dispute-resolution obligations.
2.2.12 Dispute resolution & governing law — HIGH (by omission)
No venue, no forum, no governing law, no attorney-fee allocation, no mandatory mediation, and no class-action waiver. Defaults would look to conflict-of-laws rules in whichever state a plaintiff sued — expensive and unpredictable.
Recommendation: Governing law = Maryland (ASPET's HQ), or Minnesota if Fairline insists on the venue state. Forum = state or federal courts sitting in Montgomery County, Maryland. Jury-trial waiver. Prevailing-party attorney-fees. Mandatory 30-day good-faith negotiation and optional non-binding mediation as a precondition to suit. Skip arbitration — with only $4,800 at stake and potential bodily-injury claims, ASPET is better off in court.
2.2.13 Force majeure — MEDIUM
The existing clause is present but has two issues: (i) it only excuses performance if the triggering event occurs within 14 days of the event commencement — this is too narrow for rolling risks (a pandemic, for example, that was already active 30 days out would not qualify), and (ii) the list of covered events is closed and does not include pandemics, epidemics, public-health orders, labor stoppages, or utility failures. Expand the list, remove the 14-day window, and tie the excuse to the date the performance itself becomes impossible or impracticable.
2.2.14 Payment terms — MEDIUM
"Due upon receipt" is not workable for ASPET's AP cycle. Change to Net 30 from date of a compliant invoice, with a 1.5% per month (or the legal maximum, whichever is lower) late-fee cap on undisputed amounts. Disputed amounts should be excluded from late fees and resolved through a good-faith dispute process. The 3.4% credit-card service fee should be removed or, at minimum, waived if ASPET pays by ACH.
2.2.15 Civil-unrest surcharge — HIGH
The draft reserves an open-ended price increase "during times of civil unrest, including but not limited to rioting and looting." This is a unilateral pricing right with no cap, no definition of "civil unrest," no notice obligation, and no opt-out. Risks:
- Fairline could argue normal Minneapolis weekend demonstrations qualify.
- Any increase is at Fairline's discretion.
- No refund or termination right if ASPET refuses.
Recommendation: Strike the clause, or replace with: "If a state of emergency is declared in Hennepin County, Minnesota, within 7 days of a scheduled shift, Fairline may propose a surcharge not to exceed 25% of the standard rate, which ASPET may accept in writing or decline (in which case ASPET may terminate the affected shift(s) at no cost)."
2.2.16 "Exclusivity" contradiction — HIGH
The "Authorization and other Conditions" paragraph says: "Each party acknowledges and agrees that this Letter does create an obligation of exclusivity." The "No Other Agreements" paragraph undermines this. And there is no scope definition for exclusivity — exclusive to what services, what venue, what time period? As drafted, Fairline could plausibly argue ASPET is contractually barred from engaging Hyatt's in-house security or a second vendor for the same event. This may or may not be the drafter's intent (it reads like a typo where "does not" was intended). Clarify:
- Either: "This Letter does NOT create an obligation of exclusivity, and either party may engage or provide similar services to any other party."
- Or (if exclusivity is desired): a narrowly scoped, time-limited clause naming the specific venue, specific hours, and specific event, and making clear ASPET remains free to use other providers anywhere outside that scope.
2.2.17 Binding-effect ambiguity — MEDIUM
The draft is titled "Letter of Intent" but declares itself binding. Either convert it to a full "Security Services Agreement" (preferred) or explicitly enumerate which clauses are binding (confidentiality, exclusivity if retained, and fee obligations for services actually rendered) and which are non-binding (scope, schedule). This matters because LOI-shaped documents are a frequent source of "battle of the forms" disputes.
3. Missing Provisions — Ready-to-Insert Language
For each missing provision, the table below shows priority, a brief rationale, and insertion-ready text. (Minor stylistic edits expected during negotiation.)
| # | Missing clause | Priority | Why it matters |
|---|---|---|---|
| M-1 | Insurance & COI | P0 | No financial backstop |
| M-2 | Mutual limitation of liability | P0 | Uncapped exposure |
| M-3 | Redrafted mutual indemnity | P0 | Current clause is facially broken |
| M-4 | Licensing & qualifications warranty | P0 | Regulatory compliance |
| M-5 | Background checks & training | P0 | Duty of care |
| M-6 | Confidentiality (operational) | P0 | Protects vendor/attendee info |
| M-7 | Termination for cause + survival | P0 | Current cancellation clause is hotel-deposit |
| M-8 | Governing law / forum | P0 | Default rules unpredictable |
| M-9 | Subcontracting / assignment | P1 | Prevent unknown third parties |
| M-10 | Weapons prohibition & use-of-force | P1 | Engagement is "unarmed" but not enforced |
| M-11 | Incident reporting delivery | P1 | Evidence for insurance / litigation |
| M-12 | Civil-unrest surcharge cap | P1 | Open-ended pricing |
| M-13 | Payment terms Net 30 | P1 | Workable AP cycle |
| M-14 | Key-personnel approval & removal | P1 | Control over individuals on site |
| M-15 | Data / privacy handling | P1 | Even incidental attendee data |
| M-16 | Compliance with laws representation | P2 | OSHA / ADA / wage-and-hour |
| M-17 | Worker classification warranty | P2 | Joint-employer risk |
| M-18 | Anti-bribery / OFAC screening | P2 | Standard vendor hygiene |
| M-19 | Non-discrimination / EEO | P2 | Federal-contract-style protection |
| M-20 | Audit rights | P2 | Verify hours and licensure |
| M-21 | IP / work-product ownership | P2 | Incident reports and footage |
| M-22 | Non-solicitation of guards (mutual) | P3 | Low-impact at this scale |
| M-23 | Notices clause | P2 | Defines how termination and other notices are delivered |
| M-24 | Entire agreement / amendments in writing | P2 | Prevents drift |
| M-25 | Severability | P3 | Standard hygiene |
| M-26 | Counterparts & electronic signature | P3 | Execution mechanics |
3.1 Insertion-ready language (abbreviated)
M-1 Insurance. "Fairline shall, at its sole cost, procure and maintain throughout the Term and for two (2) years thereafter the following insurance with carriers rated A- VII or better by AM Best: (a) Commercial General Liability with limits of not less than $2,000,000 per occurrence and $4,000,000 general aggregate, including contractual-liability, products/completed-operations, and personal & advertising injury coverage; (b) Workers' Compensation at statutory limits and Employers' Liability at $1,000,000 / $1,000,000 / $1,000,000; (c) Commercial Auto Liability at $1,000,000 combined single limit covering owned, hired, and non-owned autos; (d) Umbrella / Excess Liability of $5,000,000 per occurrence and aggregate, following form over (a), (b), and (c); (e) Security Professional Liability / E&O at $2,000,000 per claim and aggregate; (f) Crime / Fidelity at $1,000,000. ASPET and, upon request, the venue shall be named as additional insureds on a primary and non-contributory basis on the CGL, Auto, and Umbrella policies, with waiver of subrogation in favor of ASPET. Fairline shall deliver a Certificate of Insurance evidencing the foregoing at least ten (10) business days before the first shift, and shall provide not less than thirty (30) days' prior written notice of cancellation, non-renewal, or material reduction in coverage."
M-2 Limitation of Liability. "Except for (i) a party's indemnification obligations, (ii) breach of confidentiality, (iii) bodily injury or tangible property damage caused by a party's negligence, (iv) gross negligence or willful misconduct, and (v) amounts covered by required insurance, neither party's aggregate liability under this Agreement shall exceed the greater of (a) two (2) times the fees paid or payable hereunder or (b) the applicable insurance limits actually in force. In no event shall either party be liable for consequential, special, incidental, indirect, or punitive damages, except as part of a third-party claim for which indemnification is owed."
M-3 Mutual Indemnity. "Each party ('Indemnitor') shall defend, indemnify, and hold harmless the other party and its officers, directors, employees, agents, and affiliates (collectively, 'Indemnitees') from and against any and all third-party claims, suits, damages, losses, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of or resulting from (i) the Indemnitor's negligence, gross negligence, or willful misconduct; (ii) the Indemnitor's breach of this Agreement; (iii) bodily injury, death, or tangible property damage caused in whole or in part by the Indemnitor or its personnel; or (iv) any violation of law by the Indemnitor. The Indemnitor shall control the defense using counsel reasonably acceptable to the Indemnitee, and shall not settle any claim that imposes any obligation on the Indemnitee without the Indemnitee's prior written consent. This clause survives termination of this Agreement."
M-4 Licensing. "Fairline represents and warrants that it holds, and shall maintain throughout the Term, all licenses, permits, and registrations required to provide unarmed private protective services in the State of Minnesota and in any other jurisdiction where services are performed, including any license required under Minnesota Statutes Chapter 326 (or successor statute). Fairline shall furnish a copy of each applicable license to ASPET prior to the first shift and shall notify ASPET in writing within 24 hours of any suspension, revocation, or disciplinary action affecting such licenses."
M-5 Background Checks. "Each individual assigned by Fairline to perform services hereunder shall, prior to assignment, (i) have passed a criminal background check (county, state, and federal) dated within 90 days of deployment; (ii) have completed Fairline's standard pre-assignment training including de-escalation, emergency response, and documentation; (iii) hold any license required by the jurisdiction of performance; and (iv) not have been convicted of any felony involving violence, theft, dishonesty, or weapons in the prior seven (7) years. Fairline shall certify compliance with the foregoing in writing upon request."
M-6 Confidentiality. "'Confidential Information' means all non-public information disclosed by or on behalf of ASPET to Fairline or observed by Fairline in the course of performing services, including attendee lists, vendor product information, facility layouts, badge and access data, and post-event reports. Fairline shall (i) use such information only to perform services, (ii) protect it with the same degree of care Fairline uses for its own confidential information (but not less than reasonable care), (iii) not disclose it to any third party without ASPET's prior written consent, and (iv) return or destroy all such information within 30 days after termination. This clause survives for three (3) years after termination. ASPET shall be entitled to injunctive relief in addition to any other remedies for a breach or threatened breach."
M-7 Termination. "ASPET may terminate this Agreement for convenience upon ten (10) days' prior written notice, in which case ASPET shall pay only for services actually performed through the effective date of termination. Either party may terminate for cause immediately upon written notice for (i) material breach not cured within five (5) business days after notice; (ii) lapse of any required license or insurance; (iii) misconduct by any Fairline personnel on site; (iv) felony arrest or charge against any deployed guard; or (v) insolvency, bankruptcy, or assignment for the benefit of creditors. Sections governing insurance, indemnification, confidentiality, payment for services rendered, limitation of liability, and dispute resolution shall survive any termination or expiration."
M-8 Governing Law & Forum. "This Agreement is governed by the laws of the State of Maryland, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts sitting in Montgomery County, Maryland for any dispute arising out of or relating to this Agreement, and each party waives any objection based on forum non conveniens. Each party irrevocably waives any right to a jury trial. The prevailing party in any action shall be entitled to recover its reasonable attorneys' fees and costs. Prior to filing suit, the parties shall attempt in good faith to resolve any dispute through direct executive negotiation for at least thirty (30) days."
4. Negotiation Recommendations
4.1 Priority buckets
- P0 — must-fix (no signature without these): M-1 Insurance, M-2 LoL, M-3 Indemnity rewrite, M-4 Licensing warranty, M-5 Background checks, M-6 Confidentiality, M-7 Termination, M-8 Governing law, and the fix to the exclusivity contradiction (#21).
- P1 — should-fix (strongly push, accept partial): Civil-unrest surcharge cap, weapons prohibition, incident reporting delivery, key-personnel removal right, subcontracting consent, Net 30 payment terms, data/privacy handling.
- P2 — nice-to-have (ask, don't die on the hill): Compliance-with-laws rep, worker classification, anti-bribery, non-discrimination, audit rights, IP ownership, notices clause, entire agreement, severability, counterparts.
- P3 — cosmetic: Non-solicitation, retitle to "Security Services Agreement."
4.2 Primary ask vs. walk-away
| Issue | Primary ask | Fallback | Walk-away |
|---|---|---|---|
| Insurance | Full $2M/$4M + $5M umbrella + COI 10 days out | $1M/$2M + $2M umbrella + COI 5 days out | Anything less than $1M CGL + COI delivered before any shift |
| Indemnity | Mutual, fault-based, full carve-outs | Mutual, fault-based, narrower carve-outs | Anything that asks ASPET to indemnify Fairline for Fairline's own negligence |
| Liability cap | 2× fees or insurance limits, with carve-outs | 3× fees with same carve-outs | Uncapped in both directions |
| Exclusivity | Strike entirely | Scope to venue/dates | Any reading that blocks ASPET from engaging other vendors at other events |
| Civil unrest | Strike | Cap at 25% with notice and termination right | Any open-ended unilateral surcharge |
| Governing law | Maryland, Montgomery County | Minnesota, Hennepin County | Home state of Fairline (unknown) |
| Termination | Convenience + cause | Cause only | Only the current hotel-deposit cancellation clause |
| Payment | Net 30, no CC fee on ACH | Net 15 | "Due upon receipt" |
| Background checks | 7-year felony look-back, documented | 5-year, documented | Silent |
4.3 Talking points for ASPET
- "We are a 501(c)(3) scientific society — uncapped liability and a facially broken indemnity clause are not signable by any ASPET vendor. These are not negotiation tactics, they are table stakes for any security contract we sign."
- "We do not carry insurance for physical-security operations. We need your insurance to respond first, and we need a COI confirming it."
- "Our AP cycle cannot pay 'due upon receipt.' Net 30 from a compliant invoice is our standard and a condition of signature."
- "We were concerned about the 'does create an obligation of exclusivity' sentence — please confirm this was a drafting error. If exclusivity is intended, we need to see it narrowly scoped to this specific engagement."
- "We want to be crystal clear that no guard on this post will be armed in any way — no firearms, no batons, no chemical agents. This is a scientific conference and the optics and liability of any weapons presence are unacceptable."
- "Give us the names and license numbers of the guards in advance, and a right to request a replacement for any reason without penalty."
- "We need the incident reports delivered to us at shift close, not just logged in your system."
- "We want to re-title this as a Security Services Agreement so there is no ambiguity about whether it's binding."
5. Risk Summary
5.1 Overall risk rating: HIGH
Not because the engagement itself is risky (96 hours of unarmed overnight patrol at a mid-tier venue is routine work), but because the legal instrument is below professional standard and exposes ASPET to disproportionate downside on a $4,800 contract. A bodily-injury incident or theft claim with no insurance behind it, combined with a facially broken indemnity, could turn a minor matter into a six- or seven-figure loss.
5.2 Top 5 red flags
- No insurance requirement at all. If a guest is injured, attendee property is stolen, or a guard causes an incident, ASPET has no financial backstop from Fairline.
- Broken indemnity clause that literally asks ASPET to defend and indemnify Fairline for Fairline's own negligence, gross negligence, and willful misconduct.
- No limitation of liability — uncapped exposure on both sides.
- Contradictory exclusivity language creating an unforced "exclusivity" argument for Fairline.
- Open-ended civil-unrest pricing surcharge giving Fairline unilateral authority to raise prices without cap or opt-out.
5.3 Top 5 quick wins
- Insist on a COI naming ASPET as additional insured before the first shift — any reputable security vendor can deliver this in 48 hours and it costs them nothing.
- Strike the "does create an obligation of exclusivity" sentence (it is almost certainly a typo).
- Strike the civil-unrest pricing clause entirely, or cap at 25%.
- Retitle "Letter of Intent" to "Security Services Agreement" and delete the "Binding Effect" paragraph.
- Change "due upon receipt" to "Net 30 from compliant invoice."
5.4 Verdict
GO WITH CHANGES. The business engagement is sound; the paper is not. Fairline appears to be a genuine security vendor and the pricing is in line with market for unarmed overnight coverage in Minneapolis. ASPET should not sign the current draft but should also not abandon the relationship. Expect 2 to 3 negotiation rounds to close a signable instrument, with a target execution date no later than May 2, 2026 (two weeks before the first shift) so that COI delivery, background-check confirmations, and final scheduling can complete without fire drills.
5.5 Financial exposure estimate (unmitigated vs. mitigated)
| Scenario | Current draft | After P0 changes |
|---|---|---|
| Guest slip-and-fall attributable to Fairline | $0 – unlimited (no insurance, broken indemnity) | Capped at insurance limits, owed by Fairline |
| Theft of vendor prototype ($25K) | Likely borne by ASPET | Recoverable under Crime policy or indemnity |
| Guard misconduct claim (verbal altercation) | Disputed, uncapped | Indemnified by Fairline, covered by E&O |
| Fairline no-show for 1 shift | Service fee credit only | Termination for cause + replacement cost recovery |
| Civil-unrest surcharge dispute | Open-ended | Capped at 25% with opt-out |
6. Revision Roadmap
6.1 Timeline
| # | Step | Owner | Target date |
|---|---|---|---|
| 1 | ASPET confirms priority bucket acceptance | Erin Williams / Yolan John | 2026-04-16 |
| 2 | Napoleon drafts redline and cover memo | Napoleon + Legal | 2026-04-17 |
| 3 | Redline delivered to Fairline (Paul Smith) | ASPET | 2026-04-18 |
| 4 | Round 1 negotiation call | ASPET + Fairline + Napoleon on standby | 2026-04-22 |
| 5 | Fairline counter-redline | Fairline | 2026-04-25 |
| 6 | Round 2 negotiation (if needed) | ASPET + Fairline | 2026-04-29 |
| 7 | Final execution | Both parties | 2026-05-02 |
| 8 | COI delivery & license verification | Fairline → ASPET | 2026-05-04 |
| 9 | Background-check certifications | Fairline → ASPET | 2026-05-06 |
| 10 | Pre-event walk-through and briefing | ASPET + Fairline site lead | 2026-05-14 |
| 11 | Event commencement | ASPET | 2026-05-16 |
| 12 | Post-event final report | Fairline → ASPET | 2026-05-27 |
6.2 Post-execution checklist
- COI received, verified, additional-insured language confirmed
- License numbers verified with Minnesota Board of Private Detective & Protective Agent Services
- Background-check certifications received for each deployed guard
- Weapons-prohibition acknowledgement signed by site lead
- Emergency-contact and escalation sheet exchanged
- Incident-reporting workflow tested (one test report)
- Final invoice reviewed against hour log before payment
- Vendor performance recorded for future engagement decisions
7. Notes & Limitations
- This review is based solely on the text extracted from the draft .docx. No oral representations, prior course of dealing, or additional Fairline terms-and-conditions (if any) have been considered.
- Statutory citations are illustrative; applicable state and federal law should be re-verified by litigation counsel before execution if any clause is disputed.
- All personal names retained in the review (Erin Williams, Yolan John, Paul Smith) are already on ASPET's side of the transaction or on Fairline's signature block; no sensitive personal data (SSNs, banking, home addresses) were present in the draft.
- This memo is attorney work product prepared for ASPET and EGP internal use. Do not distribute outside the engagement team.
Prepared by Napoleon, General Counsel, EnRoute Growth Platform. Questions: CustomerSuccess@EnRouteGrowthPlatform.io · +1.866.891.2779