Master Subcontract for Business

MASTER SUBCONTRACT FOR BUSINESS

This Master Subcontract for Business (the "Subcontract") is entered into as of by and between:

Recitals

WHEREAS, Prime Contractor is party to certain prime contracts, purchase orders, or master agreements with its clients under which Prime Contractor may require services, labor, materials or subcontracted work (collectively, the "Prime Contract"); and

WHEREAS, Subcontractor represents that it has the skill, experience, personnel and financial capacity to perform portions of the work described under the Prime Contract and is willing to perform such work under the terms and conditions of this Subcontract; and

WHEREAS, Prime Contractor and Subcontractor desire to set forth general terms and conditions governing the performance of work to be assigned from time to time under this Master Subcontract.

1. Scope of Work

Subcontractor shall perform work as may be described in individual task orders, statements of work, purchase orders, or change orders issued by Prime Contractor pursuant to this Subcontract. Each task order or statement of work shall identify the specific deliverables, schedule, standards, and acceptance criteria applicable to that assignment.

2. Payment Terms

Prime Contractor will pay Subcontractor for satisfactory performance in accordance with the prices, rates or lump sums set forth in each issued task order. Payment shall be made only for work performed and accepted in writing by Prime Contractor.

If payment is not made within days after Prime Contractor's receipt of a correct invoice and any required supporting documentation, Subcontractor may assess a late fee of per month on the overdue amount, not to exceed the maximum permitted by applicable law.

3. Term and Termination

The term of this Subcontract commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Subcontract for convenience upon days' prior written notice to the other party. Prime Contractor may immediately suspend performance or terminate any task order for cause if Subcontractor fails to cure a material breach within days after receipt of written notice specifying the breach.

Upon termination, Subcontractor shall promptly deliver to Prime Contractor all work product, materials and invoices necessary for final payment for work properly performed through the effective date of termination. Prime Contractor shall pay Subcontractor for all undisputed, accepted work performed through the effective date of termination in accordance with the Payment Terms.

4. Confidentiality

Subcontractor acknowledges that it may receive confidential or proprietary information of Prime Contractor or Prime Contractor's clients. Subcontractor agrees to hold all such information in strict confidence, not to use it except for performance under this Subcontract, and not to disclose it to any third party except as required to perform the work or as required by law. Confidential information shall remain confidential for a period of years following disclosure, unless earlier released in writing by Prime Contractor.

5. Indemnification and Insurance

Subcontractor shall indemnify, defend and hold harmless Prime Contractor and its affiliates, officers, employees and agents from and against all claims, damages, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Subcontractor's performance under this Subcontract, except to the extent such claims result from Prime Contractor's gross negligence or willful misconduct.

Subcontractor shall maintain insurance coverage customary for the industry and adequate to cover its obligations hereunder, including general liability and workers' compensation insurance. Upon request, Subcontractor shall provide certificates of insurance evidencing such coverage.

6. Independent Contractor; Compliance

Subcontractor is an independent contractor and not an employee, agent, partner or joint venturer of Prime Contractor. Subcontractor is solely responsible for payment of all wages, taxes and benefits due to its personnel and for compliance with all applicable laws, regulations, permits and licensing requirements in performing the work.

7. Governing Law

This Subcontract shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

8. Entire Agreement; Amendments

This Subcontract, together with any executed task orders or statements of work issued hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment to this Subcontract shall be effective unless in writing and signed by an authorized representative of each party.

9. Miscellaneous Provisions

Assignment. Neither party may assign this Subcontract without the prior written consent of the other party, except that Prime Contractor may assign this Subcontract in connection with a sale or transfer of substantially all of its assets or business to which this Subcontract relates.

Notices. All notices required or permitted under this Subcontract shall be in writing and delivered to the addresses specified in writing by the parties in task orders or by email with confirmation where permitted by the parties.

Acknowledgment

The undersigned representatives each certify that they are authorized to execute this Subcontract on behalf of their respective party and that the party agrees to be bound by the terms herein.

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