INDEPENDENT CONTRACTOR SUPPLIER AGREEMENT. and include your affiliates. We, us, our, and ours refer to ConSol Partners, LLC. Client refers to.

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1 Parties You, your, and yours refer to INDEPENDENT CONTRACTOR SUPPLIER AGREEMENT and include your affiliates. We, us, our, and ours refer to ConSol Partners, LLC. Client refers to. Services Provided We have been selected by Client to contract with other firms in order to coordinate project services. We are engaging you, and possibly other independent contractors, to fulfill Client s project requirements. To supply project services, you will assign personnel (who may be owners, employees, or independent contractors -- of all tiers -- in relation to you) that match Client's requirements to work on projects in Client s business according to Client's direction. These owners, employees and independent contractors shall be referred to as Retained Personnel or Retained Person(s) in this Agreement. Our obligation, if any, to use your services will be defined solely by our agreements with Client. We have no obligation to you to direct any of Client s projects to you. You guarantee that the project services that you will provide will be satisfactory to Client. If such project services are not performed satisfactorily, you will, upon reasonable notice from us, cancel all charges for unsatisfactory project services and will remedy such unsatisfactory project services if possible. Detailed requirements of projects may be specified in amendments or supplements to this Agreement. Your Representations and Warranties You represent and warrant to us that: You are either an active corporation in good standing, domiciled in the state identified in the first paragraph of this Agreement, or another form of business entity organized to conduct business for profit, which has fulfilled all documentary and filing requirements to which it is subject under law. You are fully, properly, and currently licensed to perform the services that we are retaining you to provide to Client. You have, with respect to your Retained Personnel: Entered formal compensation arrangements with any of your owners who are to be Retained Persons, whether through employment agreements, shareholder agreements, corporate bylaws, or otherwise Established and followed policies of properly filing and paying all legally-required payroll taxes, social insurance contributions, and withholding obligations as the employer of any Retained Personnel who have been or are to be treated as your employees Entered into formal written contracts with Retained Personnel whose services you obtain as independent contractors or through independent contractors and confirmed that, in the circumstances of their assignments to Client's projects, they will be eligible to be treated for purposes of taxes, benefits, employment ConSol Partners LLC IC Supplier Agreement Page 1

2 law, and labor relations as your independent contractors or borrowed servants of independent contractors and will not be required to be treated as your employees for those purposes Confirmed that Retained Persons who are independent contractors fulfill the same insurance requirements that you must fulfill under this Agreement You have familiarized yourself with the federal and state law relating to the classification of Retained Personnel as employees or independent contractors, including the views of the Internal Revenue Services as expressed in IRS Publication 15-A, IRS Publication 1976 (on Section 530 Relief Requirements), the "20 questions" originally published in Revenue Ruling 87-41, and the embodiment of those questions in IRS Form SS-8, all of which are attached to this Agreement in Exhibit A. You recognize that some states view independent contractor relationships more narrowly than the federal government and have taken steps to discover and learn those state law provisions. You have taken reasonable steps to ensure that all non-employed Retained Personnel assigned by you to Client will qualify as independent contractors under such standards, and will defend, hold harmless, and indemnify us and Client from any liability arising from any challenge to or denial of their independent contractor status. You shall ensure that the requirements that this Agreement imposes on subcontractors and employees are imposed on all tiers of subcontractors below you, no matter how many layers of contacting they may be removed from us. You will notify us if, because of changed circumstances or for other reasons, you doubt the independent contractor status of any Retained Person who has been or is scheduled to be treated as an independent contractor. Relationship Among You, Us & Client In providing the project services, you understand, accept, and acknowledge that you will not be the partner, employee, principal, agent, or representative of us or Client. You understand, acknowledge, and accept that you and your Retained Personnel are not eligible for wages, other compensation, statutory benefits, voluntary benefits, or other perquisites under any plans, policies, or practices maintained by us or by Client; you may be required to obtain signed acknowledgements or waivers to that effect from Retained Personnel. You will be responsible for compliance with all employment-related laws as they relate to you and for the payment of all selfemployment or employment-related costs, expenses, contributions, premiums, taxes, assessments, awards, and judgments associated with your project services to Client. You will remain responsible for meeting your goals for profits, margins, costs and scheduling. You will not have authority to bind us or Client legally, and you will not attempt to do so. General Terms of Service Delivery You shall perform the project services in your own way and as an Independent Contractor in pursuit of your independent calling. You shall perform services in accordance with the specifications of Client. You understand, acknowledge, and agree to the following terms of your project services to Client: You fully satisfy the Client s requirements regarding skill and training as they have been explained to you and that you will neither require nor receive specialized training from the Client. You will continue to make your services available to companies other than Client. The Company may replace you or receive the same services from another Independent Contractor at any time. ConSol Partners LLC IC Supplier Agreement Page 2

3 Your work on Client's projects may be sporadic, and Client is not intending to enter into a long-term relationship with you. During the term of this Agreement, you shall be free to contract with whomever you choose and to provide your services to them. You will be free to follow your own pattern of work and will do so whenever feasible. You will not receive a fixed rate for your services; payment will vary according to Client project. You will not be compensated for the expenses you incur fulfilling your obligations to the Client or us unless reimbursement to you for these expenses is provided for in writing. You will provide tools, equipment, and materials for the performance of the project services and will provide us with a list of those tools, equipment, and materials before delivering project services. You will retain control over the time for performing project services, the location of where you provide them, and the methods that you utilize to satisfy the needs of the Client. At Client's or our direction, you will remove Retained Personnel from project assignments. Management Tool We may provide Client with a web based or other technological tool for the purpose of streamlining the order, submittal, and reporting processes of the Client's project management program. If such a tool is implemented, you will cooperate in its use and accept whatever electronic authorization techniques for time reporting and invoicing are employed by it. Background Checks; Drug Screens You will conduct background checks and drug screens on assigned or newly-assigned Retained Personnel as required by us. The costs of such checks and tests will be passed through to Client without markup, fee, or charge. On our request, Supplier will share the results of background tests and drug screens with us. You will cause any of your owners who become Retained Personnel to execute documents consenting to background checks and drug screens to be performed on such owners by us. Advertising You will not refer to us or Client, either by name or logo, as a customer, or to the particulars of any contract with them, in any advertising or publicity without the prior written consent of a properly authorized official of the referenced party. Minority/Women/Disabled Veteran Owned Enterprise If you or any of your subcontractors qualifies as a minority/women/disabled veteran owned business under federal, state or local law, you will notify us and complete all forms required by us relative to such status. If such status changes during the term of this Agreement, you will promptly notify us of the change in writing. Employee Information Prior to the assignment of any Retained Person to perform services for Client, you will provide us with the following information: (i) the Retained Person's name, (ii) the Retained Person's status as an owner, a W-2 employee, or an independent contractor with respect to you, (iii) the Retained Person's social security number or EIN, (iv) the applicable pay rate of employees or formula for payment to independent contractors, and (v) such other information as we may reasonably request. Order Status Updates request. You will provide us with status updates on all service orders as we reasonably ConSol Partners LLC IC Supplier Agreement Page 3

4 Orientation At our request, Your Retained Personnel assigned to perform the services will attend orientations regarding our expectations, policies, and procedures, which orientations will be conducted, at our option, by us or by you. Information Management Reports & Performance Measurements You will provide to us such information as we may require from time to time for management reports and performance measurements. You will make a good faith effort to accommodate any specialized record keeping requirements related to Client. You will cooperate with us in the development of measurements of Client's satisfaction and your performance. Order Cancellation We may cancel, without charge, any particular request for services at any time prior to any Retained Person's beginning the assignment. Term and Termination The term of this Agreement shall be indefinite. Both you and we may terminate this Agreement for any reason at any time upon written notice to the other party. Termination will end the ongoing relationship of the parties, but the Agreement will continue to govern the parties rights and obligations with respect to the business done and commitments made before termination. Rates and Charges You will be paid according to the attached current Rates and Charges Schedule. Invoicing Requirements You will follow our invoicing requirements and procedures as they are made known to you and as they may change. Initially, within days after each week ends, you will send us either an invoice or (if we have arranged to do the time and billing calculations) the documentation of time worked by you and your Retained Personnel and the nature and amount of any non-time-related charges. We will submit an invoice (possibly one that is consolidated with the invoices of other subcontractors) to Client, which shall have the right to approve or reasonably disapprove all invoices. Price and Payment Terms We will pay you for the project services you perform for Client, to the extent those project services are accepted and approved by Client, according to the agreed rates and payment terms. We will forward these payments to you within twenty days after our receipt from Client, allowing for delays that may be required to avoid expense or to maintain administrative efficiency. Payments are made when Client personally delivers them, deposits them in the U.S. mail, or delivers them to a commercial courier. We will not assume or share Client s obligation to pay for your project services. Regardless of any payment terms that you may state on time documents or otherwise, we will not be obligated to and will not pay your invoices on Client's behalf until Client pays us for them. You will refund to us any amounts paid to you that correspond to amounts that become legally refundable to Client for any reason, including without limitation, refunds to anyone arising from preferential payment claims under bankruptcy laws. Insurance At your expense, during the term of this Agreement, you will maintain insurance with coverages and minimum policy limits as specified below: You will insure your operations with at least the following types and limits of insurance, placed with companies rated at least AAA by Best s: ConSol Partners LLC IC Supplier Agreement Page 4

5 Worker's Compensation: Statutory Limits for the states in which any employed Retained Personnel will work. With respect to any employed Retained Personnel, Employer's Liability with limits of not less than $500,000 per occurrence Commercial General Liability ( CGL ) with limits of not less than $1,000,000 combined single limit per occurrence. The CGL insurance shall be written on an occurrence form and shall cover liability arising from (a) premises; (b) products and completed operations extending two years after the final completion of the services; (c) broad form property damage, including completed operations; (d) personal injury; (e) independent contractor's liability; (f) contractual liability covering this Agreement as an "insured contract." Commercial Umbrella Liability with limits of not less than $1,000,000 per occurrence Commercial Blanket Bond, inclusive of third-party coverage for theft from you, us, or Client, with limits of at least $250,000 per occurrence Errors &Omissions Liability insurance with limits of not less than $500,000 per occurrence If driving is to be performed by you or your Retained Personnel in the course of project work, Business Auto Liability, with limits of at least $1,000,000 per occurrence Your on-the-job injury insurance will include a waiver of subrogation in favor of us and Client. Your Comprehensive General Liability insurance shall designate us and Client and their respective affiliates, officers, directors, and employees as additional insureds. All such insurance must be primary and required to respond and pay prior to any other available coverage. Such insurance shall be with reputable companies authorized to do business in the state(s) where the services are to be performed. Such insurance should fully protect you, us, and Client from all claims under any on the job injury or liability laws. You will pay or otherwise absorb any deductibles or copayment amounts that are part of such insurance coverage. Before you begin delivering project services to Client under this Agreement, you will provide to us a Certificate of Insurance evidencing the required coverage and confirming that we and Client will be notified in writing at least 30 days before cancellation of or any change in the coverage during the term of this Agreement. You also agree that you will notify us independently of every such cancellation or change as soon as you become aware of it. The insurance requirements set forth above are minimal coverage requirements and are not to be construed in any way as a limitation on your liability under this Agreement. You shall ensure that all levels of your subcontractors carry the insurance prescribed above. Indemnification You will indemnify us, Client, and Client s and our employees, agents, and representatives and hold them harmless from losses arising from the risks of your business. Your risks include, but are not limited to: Paying or withholding all required taxes, social security insurance premiums, contributions, and other payroll charges Maintaining on the job injury insurance coverage Complying with all laws, as they apply to independent contractors and to the business that you are in Your negligence or misconduct with regard to Client s or our employees or property, or that of third parties ConSol Partners LLC IC Supplier Agreement Page 5

6 Any claim raised by any party or a third party that is related to your work product. This includes, but is not limited to claims of intellectual property infringement and product liability. Complying with any and all invoicing requirements as they are communicated to you Your activities in violation of this Agreement or of applicable laws Your performance of (or failure to perform) your obligations under this Agreement Inaccuracy or breach of your representations, warranties or obligations under this Agreement Any of the foregoing to the extent they pertain to acts, omissions, representations, warranties or obligations of any of your affiliates or any officer, director, partner, employee, subcontractor, or agent of yours or of such affiliates. Indemnification includes payment for all claims, losses, causes of action, penalties, and damages caused by the operations involved, plus all of the costs, expenses, and legal fees associated with them. To claim indemnification, we will give you the earliest possible notice of the dispute, cooperate in the resolution of the dispute, and yield reasonable control of our decisions in the dispute to you. Confidentiality; Work For Hire You will keep in confidence any confidential information you might receive or observe during your project service to Client. At the request of Client or us, you will sign confidentiality or intellectual property agreements in Client s favor. All creative work performed by you for Client is work for hire, and you will execute any assignment that we or Client may request of the rights to such work. Working cooperatively with us to serve Client s needs may expose each party to confidential and trade secret information of the other party. Possible categories of such information include information on products, plans, rates, methods of operation, vendor resources, customers, prospective customers, markets, opportunities, recruiting sources, finances, know-how, personnel data, and other types of confidential knowledge related to the parties business affairs that may be acquired in connection with this Agreement or the relationship it establishes. During and after the term of this Agreement, both parties will expend best efforts to ensure that they will not publish, divulge, disclose, or use any of the other party s confidential information without written consent of the other party. Upon termination of this Agreement and at a party s request, the other party will return all embodiments of confidential information to the owner of the information. Confidential Information does not include that which: is known to the receiving party when it is disclosed; has become publicly known through no wrongful act of the receiving party or its employees; has been rightfully received from a third party without restriction on disclosure and without breach of any agreement with the party owning the information; has been independently developed by the receiving party, as evidenced by appropriate documentation; has been approved for release by written authorization executed by one of the owning party s corporate officers; or is required by law to be disclosed. ConSol Partners LLC IC Supplier Agreement Page 6

7 You will not disclose the terms and conditions of this Agreement to anyone other than your directors, officers, employees, attorneys, or accountants, except as required by law, as may be necessary to establish your rights under it, or with prior written approval from us. Compliance with Laws You will comply with all laws, ordinances, orders, rules, actions and regulations of the United States, of any state or political subdivision of the states, and with the rulings and regulations of governmental units or agencies which may apply to your performance under this Agreement. No Communications with Client; Liaison with Us You will direct all of your written and oral business communications relating to this Agreement (those communications not integral to the project work itself) to us and not to Client. You will ensure that you are accessible to us every business day to answer questions and to address concerns about this Agreement or your assignment to Client. Records and Audits You will maintain accounting records that will reasonably support any charges billed to us or Client until six years after the termination of this Agreement. You will also maintain, for the same period, all documentation that supports your representations and warranties under this Agreement and your status as an independent contractor. You will make such records available at all reasonable times for examination, copying, or audit by us or our qualified agents. If there is pending litigation related to your services, charges, or status six years after the termination, you will retain the records until the litigation is finally resolved. Examinations and audits will occur only during normal business hours after at least 24 hours of notice to you. Attorney s Fees The prevailing party in any legal action based on this Agreement will be entitled to reimbursement of its reasonable attorney s fees, costs of suit, and expenses in addition to the other relief it is awarded. Assignment We may assign this Agreement in connection with any merger, acquisition, divestiture, or reorganization, if the new party s financial condition and ability to perform the Agreement are not materially worse than ours. Severability The invalidity or unenforceability of any provision of this Agreement will not invalidate or render unenforceable the entire Agreement. Amendment; Waiver Changes to this Agreement or its schedules and waivers of rights under them can be made only by a separate document signed like the Agreement. Except for blanks on originally printed forms, no handwritten or separately printed additions or changes will be effective, even if they are initialed or signed. One waiver of a right will not waive other rights or other occasions to assert the same right. Entire Agreement This Agreement and its attachments contain all of the terms between you and us on the subject of your performing services as an Independent Contractor for Client. It replaces all prior Agreements on the subject. The parties have not relied on anything not in the Agreement. Execution of Agreement The effective date of this Agreement is the day on which the second of the two parties signed it. ConSol Partners LLC IC Supplier Agreement Page 7

8 Restriction Unless ConSol has provided prior written consent, Contractor shall not, for a period of six months following the termination of each assignment under this Agreement, supply the services that it supplied to Client through this Agreement directly or through any other person, firm, or company to Client for six months following the termination. If Contractor breaches this clause, Contractor shall pay to ConSol 50% of all sums it receives from Client during the breach. Entity Name of Contractor ConSol Partners, LLC Name of Person Signing (if different) Printed Name of Person Signing Title (if any) Title Signature Signature Date Signed Date Signed ConSol Partners LLC IC Supplier Agreement Page 8

9 IN ACCORDANCE WITH AGREEMENT NUMBER SCHEDULE TO AGREEMENT Contractor s Name: Consultant Name: Company Name: Client Name: Site Address: Start date of services: End date of services: Nature of services Hours of work availability: Rate: Invoicing frequency: Notice Period: Name: Position: Date: Contractor s Name: Name: Position: Date: Signed on behalf of ConSol Signed on behalf of Contractor ConSol Partners LLC IC Supplier Agreement Page 9