KEN KIRSCHENBAUM, ESQ ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and whitelist ken@kirschenbaumesq.com ****************************** Facilitating assignment of the alarm contract April 28, 2025 ****************** Facilitating assignment of the alarm contract ****************** Ken, We use the K&K monitoring agreement as foundation for our contract. We’ve made some modifications but at its core, it is the K&K agreement that we have been using for years now. It contains a section on Third Party Beneficiaries and Assignments. “The parties agree that there are no third-party beneficiaries of this Agreement. Subscriber cannot assign this Agreement without IPS prior written approval.” Almost all of our business is commercial and most of it is fire alarm. We get clients who sell their businesses or change property managers – it feels like it happens all the time. Historically, we have tracked down the new owner and asked them to sign new paperwork so that the contract is now between IPS and them. (It was originally between IPS and ABC Company; now the owner is XYZ Industries). That can take a lot of time and effort to accomplish. Given the Assignments clause, could we do something in a more streamlined way? If the new owner calls us, introduces themselves, and asks to change the call list, could we effectively advise them that by continuing to accept service, we will recognize them as the assignee of the contract and that there are now responsible in full for all terms and conditions? If yes, could this be done via an email? Tim ********************* Response ********************* It's not uncommon for subscriber account locations to be vacated by the subscriber and occupied by another entity; sometimes related, sometimes not. The most important legal issue to remember is that you should not be providing any [alarm, burg or fire or any alarm] services without a properly executed contract. Having a contract with one entity does not mean you have it with another entity who happens to have taken over the property. Providing service to a "take over" occupant without a contract is risky to say the least; you will have no contractual protection and may be violating your agreement with your central station and E&O insurance carrier. Getting a new contract signed by the new occupant is the best idea, but not always practical or possible, especially within the time frame the new occupant wants your services. The Assignment and Assumption Agreement was designed for this purpose. Keep in mind that your existing subscriber is and remain on the hook, responsible, for the contract performance. That contract might be an after-install agreement with years left on the term; it might be a lease where you own, and will always own, the installed equipment with a right to yank it out or charge the existing subscriber with the agreed price or go after the new occupant for not allowing you access to retrieve the equipment or suing for conversion of the equipment. This scenario is better handled by explaining to the existing subscriber that its responsibility continues after it vacates the property and that it should encourage, or even insist, that the new occupant accept an assignment and assume the alarm contract. The Assignment and Assumption Agreement would be used for that purpose, and it's the best way to handle this scenario absent getting the new occupant to sign a new Standard Form Agreement. ******************* STANDARD FORM AGREEMENTS: To order up to date Standard Form Alarm / Security / Fire and related Agreements click here: www.alarmcontracts.com *************************** CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304. *********************** WEBINARS: https://www.kirschenbaumesq.com/page/alarm-webinars *********************** ALARM ARTICLES: You can always read our Articles on our website at www.kirschenbaumesq.com/page/alarm-articles updated daily ******************** Wondering how much your alarm company is worth? Click here: https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth *********************** THE ALARM EXCHANGE - the alarm industries leading classified and business exchange - updated daily ************************* PODCASTS: https://podcasts.apple.com/us/podcast/ken-kirschenbaum-presents/id1794851477 ************************* Getting on our email list / Articles archived: Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. ************************** 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
