Client Sub Acceptance Form

CLIENT SUB ACCEPTANCE FORM

PARTIES

RECITALS

WHEREAS, Client Name: has engaged or proposes to engage Subcontractor Name: to perform certain services in connection with Client's project or operations; and

WHEREAS, Subcontractor represents that it possesses the skill, experience, licensing, insurance and capacity to perform the services described below in a professional manner and in compliance with all applicable laws, codes and regulations; and

WHEREAS, the parties desire to set forth the terms under which Client will accept Subcontractor as an authorized subcontractor for the identified scope of work and payment terms.

SCOPE OF WORK

The Subcontractor shall perform the following services and deliverables for Client in accordance with the standards of the trade and the schedule agreed by the parties:

Location(s) of performance:

PAYMENT TERMS

Total Compensation (not including reimbursable expenses): $

Invoices shall be issued in accordance with the above schedule and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of:

(a) an interest rate of per month on overdue balances; or (b) a late fee of $ per invoice, whichever the parties select in writing.

TERM AND TERMINATION

The term of this acceptance shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience upon written notice delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice describing the breach.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or which, by its nature, is reasonably understood to be confidential. Confidential Information shall not include information that is publicly available through no fault of the receiving party, already known to the receiving party prior to disclosure, independently developed by the receiving party, or rightfully received from a third party without restriction. The receiving party agrees to use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Upon termination or expiration of this acceptance, the receiving party shall promptly return or certify destruction of Confidential Information, except to the extent retention is required by applicable law or for archival purposes subject to confidentiality obligations.

COMPLIANCE, INSURANCE, AND INDEMNITY

Subcontractor warrants that it shall comply with all applicable laws, permits and regulations in performing the Scope of Work and shall maintain insurance coverages customary for its industry. Prior to commencing work, Subcontractor shall provide certificates evidencing commercial general liability and workers' compensation coverage if applicable.

Subcontractor agrees to indemnify, defend and hold harmless Client and its officers, directors and agents from and against any losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Subcontractor's breach of this acceptance, negligence, willful misconduct, or failure to comply with applicable law.

I, the undersigned Client representative, hereby accept Subcontractor to perform the Scope of Work under the terms set forth in this Client Sub Acceptance Form.

I, the undersigned Subcontractor representative, certify that required insurance and authorizations are in force and will be maintained during the term of performance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any action arising out of or relating to this Agreement shall lie in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Client Sub Acceptance Form, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, two (2) business days after deposit with a reputable overnight courier, or five (5) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

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