Nightbridge Consulting, L.L.C.

 

GENERAL RELEASE OF LIABILITY AND RISK ACKNOWLEDGMENT AGREEMENT
(Comprehensive Waiver – Security Consulting Services)

This General Release of Liability and Risk Acknowledgment Agreement (the “Agreement”) is entered into and made effective as of the date last signed below, by and between Nightbridge Consulting, LLC, a professional security consulting firm duly organized and existing under the laws of the State of Kentucky (“Consultant”), and the undersigned party (“Client”), collectively referred to as the “Parties.

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1. SCOPE OF SERVICES

Nightbridge Consulting provides professional advisory services in the assessment, planning, and design of physical, digital, and procedural security systems (the “Services”). These Services are strictly consultative in nature and do not include installation, monitoring, enforcement, or any form of security guarantee or physical protection.

 

2. ACKNOWLEDGMENT OF LIMITATIONS AND INHERENT RISK

The Client acknowledges that all security systems—regardless of sophistication—are inherently susceptible to failure, circumvention, compromise, or breach due to a variety of unpredictable, uncontrollable, and/or evolving threats. The Client expressly understands and agrees that no security system or protocol is, or can ever be, 100% secure, fail-proof, or impervious to exploitation or attack, and that any reliance on Consultant’s recommendations carries residual risk.

 

3. NO WARRANTY OR GUARANTEE

Consultant makes no express or implied warranties, representations, or guarantees whatsoever, including without limitation warranties of merchantability, fitness for a particular purpose, performance, or outcome. Consultant disclaims any assurance or implication that any service, design, system, or protocol recommended will detect, prevent, deter, or neutralize all threats. Client expressly waives any claim based on a theory of breach of warranty, implied performance, or reliance.

 

4. RELEASE AND WAIVER OF LIABILITY

To the maximum extent permitted by applicable law, the Client, on behalf of itself, its successors, assigns, subsidiaries, officers, directors, employees, agents, and representatives, hereby irrevocably releases, waives, and discharges Nightbridge Consulting, its members, officers, employees, agents, affiliates, subcontractors, insurers, and assigns (collectively, the “Released Parties”) from any and all liability, claims, demands, damages, costs, or causes of action, known or unknown, arising out of or in any way related to:

• any breach, failure, fault, compromise, or inadequacy of any system, service, or recommendation provided by Consultant;
   

• any criminal, negligent, intentional, or unforeseeable act by third parties or unknown actors;
   

• any loss, theft, injury, or harm (including financial loss, data compromise, or physical harm) occurring despite implementation of Consultant’s recommendations.

 

5. INDEMNIFICATION

Client shall fully indemnify, defend, and hold harmless the Released Parties from and against any and all third-party claims, demands, damages, expenses, liabilities, penalties, fines, settlements, or causes of action (including attorneys’ fees and costs) arising out of or in connection with Client’s use, implementation, or reliance on Consultant’s services, or arising from the failure or alleged inadequacy of any system designed or recommended by Consultant.

 

6. INDEPENDENT RESPONSIBILITY AND DECISION-MAKING

Client acknowledges that all final decisions regarding security implementation rest solely with the Client. Consultant provides recommendations only and bears no responsibility for how such advice is implemented, modified, ignored, or maintained. Client agrees that no fiduciary duty exists between the Parties.

 

7. LIMITATION OF LIABILITY

In no event shall Consultant’s aggregate liability under this Agreement exceed the total amount paid by Client to Consultant for Services rendered. Under no circumstances shall Consultant be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, business interruption, or reputational damage, even if advised of the possibility thereof.

 

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles. Any disputes arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Kentucky, and the Parties hereby submit to the personal jurisdiction of such courts.

 

9. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

 

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding liability for Consultant’s Services. It supersedes any prior or contemporaneous representations, promises, or agreements, whether oral or written. This Agreement may not be modified except in a writing signed by both Parties.