which competing agreements govern / Last call - Party reservations must be made now November 29, 2025

KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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which competing agreements govern / Last call - Party reservations must be made now
November 29,  2025

LAST CALL - we are in final prep stage and need to know if you're coming:
You're invited:  K&K 2025 HOLIDAY PARTY WILL BE ON DECEMBER 4, 2025 6 PM Old Westbury, NY [presently, I'll let you know if the location changes]. RSVP only if coming with Kathleen Lampert at 516 747 6700 x 319 or KLampert@Kirschenbaumesq.com or Diana Henriquez at 516 747 6700 x 328 or email dhenriquez@kirschenbaumesq.com.  Space limited so be sure to RSVP if coming asap
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which competing agreements govern
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Ken
   We have routinely had the subscriber’s ‘standard service agreement’ (which of course is NOT standard to the alarm industry) attached to the Alarm Agreement with the clause ‘Customer’s XXX service agreement is hereby attached to our agreement with the understanding in the event there is a conflict between the two agreements, OUR agreement shall prevail’ – this way the subscriber seems (most of the times) is happy campers.
Your comments?
Respectfully,
Joseph (Joe) Pfefer, President & Founder
Jade Alarm Co
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Response
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   While to be avoided whenever possible, it's really routine to sign the customer's contract. These contracts are presented by the customer, usually a larger commercial business or developer, or property manager. These agreements are called Vendor Agreements, Master Service Agreements and other things, but they have one thing in common, usually, they are presented to any and every service company that will be doing business with the end user.
   As you all know by now or should know by now is that you are not in the same sort of business as everyone else. Yes, many trades engage in businesses that have serious risk and damage elements, and perhaps they have contracts that protect them. You, engaged in the security business, electronic integration business, fire alarm, fire protection, life-safety devices and services, premises protection with live guards, etc, you surely have risks and potential for damages well beyond any expectation, and you definitely need contracts, contracts that provide the best contractual protection available, the Kirschenbaum Contracts TM.
   Buying the contracts, printing them or arranging for electronic format execution, doesn't help much if you don't end up using the contract, the proper contract.
   In this case you are signing the Customer Contract. You also get your contract signed. On your contract you write that your contract governs, and you think you've saved the day.
   Not likely. You will note that the Kirschenbaum Contract TM your customer has signed already has a printed provision declaring the agreement terms governing any other agreement, whether signed with, before or after your contract. So adding another sentence that your agreement supersedes the customer contract.
   You happen to be a Concierge Member. Why aren't you taking advantage of your free half hour each month for contract review, revision and negotiation? If you had, here is what I would have tried to accomplish.
   The customer contract would have a provision that your agreement, attached, governs if inconsistent with the customer contract. That would compete with a printed provision in the customer contract that it governs over other contract, so the addition you add will need to override that printed provision, clearly.
   If may not be that simple because the customer contract has provisions that, while not necessarily inconsistent with the terms of your contract, are likely incompatible, and these terms need to be modified. Generally these terms involved indemnity and insurance issues.
   You will also find that a fair compromise regarding competing contracts is that the customer contract can, for the most part, be accepted to govern when it comes to installation. However, your contract must govern regarding the after-install services. Any other outcome should be unacceptable to you, and if you do accept it then the deal you're entering into hopefully is a deal of a lifetime, extremely important enough to risk your entire company.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com