Agreement by Independent Contractor Not to Bid Against Painting General Contractor

AGREEMENT BY INDEPENDENT CONTRACTOR (SUBCONTRACTOR) NOT TO BID AGAINST PAINTING GENERAL CONTRACTOR

Agreement made on the day of , 20, between

, d/b/a Painting Service of , referred to herein as Subcontractor, and Painting Contractors, Inc., a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Contractor.

Whereas, Contractor is engaged in subcontracting out the following types of projects:

Whereas, Contractor wishes to engage Subcontractor to bid on such projects as directed by Contractor; and

Whereas, Subcontractor will be bidding for and on behalf of Contractor on such projects with the understanding that Subcontractor will complete such projects as the subcontractor of Contractor;

I. Appointment of Subcontractor to Bid on Behalf of Contractor

Contractor appoints Subcontractor to bid on projects for and on behalf of Contractor, such projects to be hereafter designated in writing by Contractor. Subcontractor agrees that he will be bidding for and on behalf of Contractor on such projects with the understanding that Subcontractor will complete such projects as the subcontractor of Contractor. Subcontractor will bid on no such projects without prior written prior authorization from Contractor.

II. Loyalty to Contractor

While this Agreement is in force, Subcontractor will not bid on any such projects, designated in writing by Contractor, on his own behalf without first obtaining written consent from Contractor. Subcontractor shall not be precluded from bidding on other projects and for other companies, provided, however, that Subcontractor shall not, during the term of this Agreement, maintain any connection of any kind with any person, firm or corporation engaged in competition with Contractor nor shall Subcontractor compete against Contractor on the bidding of any such projects.

III. Nondisclosure of Information Concerning Business

Subcontractor further specifically agrees that he will not at any time, in any manner, either directly or indirectly, communicate to any person, firm, or corporation any information of any kind concerning any matters affecting or relating to the business of the Contractor including, but not limited to, the names of any of Contractor’s customers, the profits Contractor obtains or has obtained for its services on any project or any other information of, about, or concerning the business of Contractor, Contractor’s manner of operation, Contractor’s plans, processes, or other data of any kind, nature, or description without regard to whether any or all of such matters would be deemed confidential, material, or important, the parties stipulating that as between them, the matters are important, material, and confidential and affect the effective and successful conduct of the business of the Contractor, and the Contractor’s goodwill, and that any breach of the terms of this paragraph is a material breach of this agreement.

IV. Status as an Independent Contractor

Subcontractor acknowledges that he is an independent contractor and is not a partner, joint venturer nor employee of Contractor. Subcontractor shall have no authority to bind or otherwise obligate Contractor in any manner nor shall Subcontractor represent to anyone that he has a right to do so.

IV. Default

In the event of a default under this Agreement, the defaulting party shall reimburse the non-defaulting party for all costs and expenses reasonably incurred by the non-defaulting party or parties in connection with the default, including without limitation, attorney's fees.

V. No Waiver of any Provision

No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

VI. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of .

VII. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties.

VIII. Mandatory Arbitration

Any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.