Supplier Contract

SUPPLIER SERVICES CONTRACT

THIS AGREEMENT executed on this the day of 20 , by and between (hereinafter "Employer"), and (hereinafter "Supplier").

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, Employer hires Supplier, and Supplier agrees to work for Employer under the terms and conditions hereby agreed upon by the parties:

SECTION 1 - WORK TO BE PERFORMED

1.1 Term. Employer agrees to hire Supplier, to perform the services and work as stated in section 1.2 of this agreement.

1.2 Duties. Supplier agrees to perform work for the Employer on the terms and conditions set forth in this agreement, as follows:

1.3 Completion Date. The work to be performed shall be complete on or before the day of 20 unless extended by Employer, in his/her discretion.

1.4 Liquidated Damages. In the event the work is not performed timely as specified herein, Employer shall be entitled to deduct $ per day from the compensation due Supplier as liquidated damages.

SECTION 2 - COMPENSATION

2.1 Compensation. In consideration of all services to be rendered by Supplier to the Employer, the Employer shall pay to the Supplier the sum of $ .

Said compensation shall be paid: daily weekly monthly upon full completion other specify terms:

2.2 Withholding. Supplier is an independent contractor and shall be responsible for his/her own income taxes, worker’s compensation and other employment taxes.

SECTION 3 - INDEPENDENT CONTRACTOR STATUS

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

SECTION 4 - REPRESENTATIONS OF WARRANTIES OF SUPPLIER

4.1 Supplier represents and warrants to the Employer regarding the work to be performed as follows:

4.2 Supplier represents that he/she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between Supplier and any third party. During the term of the agreement, Supplier shall devote as much productive time, energy and abilities as is needed and necessary to perform the required duties in a timely and productive manner. Supplier is expressly free to perform services for other parties while performing services for Employer.

4.3 Supplier represents that he/she has no alcohol related driving infractions and that Supplier shall apprise Employer of any tickets or driving infractions that said driver has or received both while in the employ of Employer or outside of the scope of employment.

SECTION 5 - MISCELLANEOUS PROVISIONS

5.1 The provisions of this Agreement shall be binding upon and for the benefit of the heirs, personal representatives, successors and assigns of the parties.

5.2 In the event of a default under this Agreement, the defaulted party shall reimburse the non-defaulting party or parties 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. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation, reasonable attorney's fees at the trial level and on appeal.

5.3 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.

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

5.5 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.

5.6 If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

5.7 Supplier agrees to indemnify, defend, and hold Employer and his/her/their successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Supplier.

5.8 Employer may terminate this Agreement at any time by providing days’ written notice to Supplier. In addition, if Supplier fails or refuses to comply with the policies or reasonable directives of Employer, is guilty of serious misconduct in connection with his/her/their performance hereunder, or materially breaches any provisions of this Agreement, Employer may at any time and in its sole discretion terminate the engagement of Supplier immediately and without prior written notice to Supplier.

5.9 Supplier shall not assign any of his/her rights under this agreement, or delegate the performance of any of his/her duties hereunder, without the express written prior consent of Employer.

WITNESS OUR SIGNATURES, this the day of , 20 .