Business Services Agreement for Insulation Corporation

BUSINESS SERVICES AGREEMENT — INSULATION CORPORATION

This Business Services Agreement (the "Agreement") is made effective as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of performing insulation services, including but not limited to thermal insulation installation, removal, testing and related consultation (the "Services"), and represents that it has the skill, personnel, equipment and licenses necessary to perform such Services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to perform Services at the locations identified in this Agreement and Service Provider desires to accept such engagement on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth in writing their respective responsibilities, payment obligations, confidentiality protections and dispute resolution provisions as set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $ . Unless otherwise expressly agreed in writing, Client shall pay Service Provider in accordance with the following schedule and procedures.

Invoicing Frequency: . Payment is due within days of Client's receipt of a properly submitted invoice.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the first day after the payment due date. Late payments shall also be subject to a late fee of $ .

Reimbursable Expenses: Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses directly incurred in performance of the Services upon presentation of receipts or other documentation. Expenses in excess of $ require prior written approval by Client.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon giving days' prior written notice to the other party. Termination shall be effective at the end of such notice period unless the parties agree otherwise in writing.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach. Termination will not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Obligations: Each receiving party shall (a) use Confidential Information solely for performance and enforcement of this Agreement; (b) restrict disclosure to its employees, subcontractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions and Duration: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed. Confidentiality obligations shall survive termination of this Agreement for a period of .

INSURANCE; COMPLIANCE

Service Provider shall maintain commercial general liability insurance, workers' compensation and any other insurance required by applicable law in amounts sufficient to cover liabilities arising from the Services. Upon request, Service Provider shall provide certificates of insurance to Client. Service Provider shall perform the Services in compliance with all applicable laws, codes and regulations.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

NOTICES

All notices must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email followed by certified mail if required by the receiving party. Notice is effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties agree to attempt informal resolution of disputes; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the governing state on a non-public basis unless the parties mutually agree otherwise.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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