Business Sub Procedures

BUSINESS SUB PROCEDURES

This Business Sub Procedures Agreement (the "Agreement") is entered into as of by and between (hereinafter "Company") and (hereinafter "Subcontractor"). Company and Subcontractor may be referred to individually as a "Party" or collectively as the "Parties."

WHEREAS

WHEREAS, Company engages in business activities that require engagement of third-party contractors and desires to establish uniform procedures governing the performance and administration of subcontracted work; and

WHEREAS, Subcontractor represents that it has the qualifications, personnel, licenses and insurance required to perform the subcontracted work in accordance with the terms and procedures set forth in this Agreement; and

WHEREAS, the Parties wish to set forth certain procedural requirements, standards for documentation, and terms governing payments, change orders, confidentiality and termination of such subcontracted engagements.

SCOPE OF WORK

PROCEDURAL REQUIREMENTS

1. Submittals and Approvals: Subcontractor shall submit required documents, including but not limited to insurance certificates, safety plans, personnel resumes, and proposed schedules, to Company for review and written approval prior to commencement of work. Required submittals shall be delivered to the Company representative identified below within days of Agreement effective date.

2. Performance Standards: Subcontractor shall perform all work in a professional manner consistent with industry standards and applicable regulatory requirements. Subcontractor shall comply with Company's site rules, safety policies, and any client-specific protocols communicated in writing.

Certificate of Insurance required    Background screening of personnel required    Site orientation and safety training required

PAYMENT TERMS

1. Contract Price: Company shall pay Subcontractor the total sum of for the performance of the Scope of Work, subject to adjustments for approved change orders.

2. Late Payment: Unpaid amounts not paid within days of Company's receipt of a proper invoice shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Company may withhold disputed amounts pending resolution.

INSURANCE AND COMPLIANCE

Subcontractor shall maintain insurance in the types and minimum amounts set forth below and furnish certificates evidencing such coverage prior to beginning work: Commercial general liability of and workers' compensation as required by law. Subcontractor shall comply with all applicable federal, state and local laws, regulations and licensing requirements in performing the Work.

CHANGE ORDERS

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Company may also suspend or terminate this Agreement immediately for cause if Subcontractor materially breaches any obligation and fails to cure within ten (10) days after written notice, or immediately if the breach presents an imminent safety risk.

CONFIDENTIALITY

Subcontractor shall keep confidential and not disclose to any third party any proprietary or confidential information of Company disclosed in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that is (a) or becomes publicly known through no fault of Subcontractor, (b) rightfully received from a third party without breach of an obligation of confidentiality, or (c) independently developed by Subcontractor without use of Company's Confidential Information. Subcontractor shall use Confidential Information solely for performance under this Agreement and shall take reasonable measures to protect such information, at least equal to those it uses to protect its own confidential information.

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 conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the governing state in accordance with commercially reasonable arbitration procedures mutually agreed by the Parties.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any written attachments or approved change orders, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior negotiations and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

CERTIFICATIONS

By signing below, Subcontractor certifies that all representations and warranties made in this Agreement are true and correct, that Subcontractor will perform the Work in accordance with the procedures and standards herein, and that Subcontractor maintains the insurance and licenses required by this Agreement.

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