Daily Service Contract

Daily Service Contract

This Daily Service Contract (the "Contract") is entered into as of by and between Service Provider: , whose principal place of business is (hereinafter "Provider"), and Client: , located at (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is duly licensed and qualified to perform the daily services described in this Contract and represents that it has the personnel, equipment and expertise to perform such services in a professional manner; and

WHEREAS, Client desires to engage Provider to perform daily services at the location(s) identified in Schedule A and Provider is willing to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend for services to be provided on a day-to-day basis under the terms set forth below, with fees payable according to the payment provisions of this Contract.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the daily tasks, duties and deliverables to be performed by Provider as described in Schedule A:

1.2 "Work Day" means any calendar day during which Provider performs Services at Client's direction, whether full or partial day, unless otherwise agreed in writing.

2. SCOPE OF SERVICES

Provider shall perform the Services described in Schedule A in a professional, workmanlike manner consistent with industry standards. Provider shall supply necessary personnel, supervision and equipment unless otherwise specified in Schedule A. Provider shall comply with Client's reasonable site rules and any applicable laws, ordinances and regulations.

3. TERM; DAILY ENGAGEMENT

3.1 Term. The term of this Contract shall commence on and shall continue until unless earlier terminated in accordance with Section 13.

3.2 Daily Engagements. Provider will perform Services on those days scheduled by Client in accordance with the scheduling procedures in Section 4. Each day on which Provider performs Services shall be invoiced as set forth in Section 5.

4. PERFORMANCE AND SCHEDULING

4.1 Scheduling. Client shall provide Provider prior notice of requested service days and arrival time. Unless otherwise agreed, Client shall request Services by no later than 12:00 PM prior to the desired Work Day. Provider shall use commercially reasonable efforts to accept requested Work Days but may decline for lack of availability.

4.2 Days of Service (select applicable recurring days):
Monday Tuesday Wednesday Thursday Friday Saturday Sunday

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Provider a daily fee of $ per Work Day for the Services (the "Daily Fee"). Any variation to the Daily Fee must be agreed in writing by the Parties.

5.2 Invoicing and Payment. Provider shall invoice Client on a weekly basis for Services performed, or otherwise as set forth in Schedule A. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes. Client shall be responsible for any sales, use or similar taxes arising from the Services, excluding taxes based on Provider's net income.

6. EXPENSES

Provider shall be responsible for ordinary operational expenses, unless Client authorizes in writing specific reimbursable expenses in advance. Reimbursable expenses must be supported by receipts and shall be reimbursed within the payment period set forth in Section 5.2.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Contract shall be construed to create an employment, partnership or joint venture relationship. Provider shall be solely responsible for all payroll taxes, withholding obligations, benefits and other statutory obligations applicable to Provider's personnel.

8. INSURANCE

Provider shall maintain commercial general liability insurance with limits not less than $ per occurrence and workers' compensation as required by law. Upon Client's reasonable request, Provider shall furnish certificates of insurance evidencing coverage.

9. CONFIDENTIALITY

Each Party shall hold in confidence non-public information marked or reasonably understood to be confidential disclosed by the other Party in connection with the Services ("Confidential Information"). Confidential Information shall not include information that is or becomes public through no fault of the receiving Party, or that is rightfully received from a third party without restriction. The receiving Party shall use Confidential Information only to perform its obligations under this Contract.

10. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables produced pursuant to the Services for Client's internal purposes. Provider retains all pre-existing intellectual property and general know-how. Any assignment of intellectual property shall be subject to a separate written agreement.

11. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against any third-party claims arising out of Provider's negligent acts, omissions or willful misconduct in performing the Services. Client shall indemnify Provider for claims arising from Client's negligence or willful misconduct.

12. LIMITATION OF LIABILITY

Except for liability resulting from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for consequential, special, incidental or punitive damages. Each Party's aggregate liability under this Contract shall not exceed the total fees paid by Client to Provider under this Contract during the three (3) months preceding the event giving rise to liability.

13. TERMINATION

13.1 Termination for Convenience. Either Party may terminate this Contract for convenience upon days' prior written notice to the other Party. Provider shall be entitled to payment for Services performed through the effective date of termination.

13.2 Termination for Cause. Either Party may terminate this Contract immediately upon written notice if the other Party materially breaches the Contract and fails to cure such breach within days after receiving written notice describing the breach.

14. NOTICES

All notices under this Contract shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

15. MISCELLANEOUS

15.1 Amendments. This Contract may be amended only by a written instrument signed by both Parties.

15.2 Waiver. A waiver of any right or remedy under this Contract must be in writing and signed by the Party granting the waiver. No waiver of any breach shall constitute a waiver of any subsequent breach.

15.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15.4 Severability. If any provision of this Contract is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

15.5 Entire Agreement. This Contract, including Schedule A and any written attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written.

15.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the state specified by the Parties: , without regard to its conflicts of law principles.

SCHEDULE A — SERVICES & LOCATION

Service Location(s):

Detailed description of daily Services:

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