1. Duties: The specifications and pricing are Schedules to this Agreement. Same must be executed and returned prior to commencing any work. All terms of this Agreement also apply to all additional and/or emergency services you provide and/or agree to provide and for which Ferrandino provides you with an “On Demand Service Request Terms & Conditions” form; said emergency services shall be performed in accordance with the specifications previously (or contemporaneously, if none previously supplied) provided for that specific customer. Neither we nor our customers will supervise any of your employees or any aspects of the Services you provide. You must provide all supervision, labor, equipment, materials, and supplies. You agree to use materials, products, and equipment approved by our customer(s) for the Services, and you agree to keep such equipment in satisfactory condition and in safe‐working order. You are an independent contractor and not an employee or partner of Ferrandino. If any work is performed and deemed unacceptable by Ferrandino or our customer, you will immediately correct the work without charge. You will replace any employee upon the request of our customer and you will do so within 24 hours of receiving the request to do so.

2. Subcontractor’s Obligations: In accordance with applicable law, you agree to obtain any necessary licenses or permits required to legally perform the duties under this Agreement; comply with all federal, state, and local employment laws regarding payroll tax, withholding and reporting requirements for all individuals who provide services in connection with this Agreement and all safety and employment laws, rules and regulations; and complete an Employment Eligibility Verification Form from the Department of Homeland Security, also known as Form I‐9, for each person who performs work for you. You will also allow us access, on reasonable notice, to audit any and all of your records to insure compliance with the foregoing. Failure to comply will constitute a default hereunder.

3. Compensation: You must submit all Work Order(s) signed by our customer’s representatives, along with an invoice reconciling the activity for each customer. You risk non‐payment for services rendered if the signed Work Order(s) is not submitted within the time period listed in the attached scope of work. You must submit all invoices to one of the following: E‐Mail: invoicing@ferrandinoandson.com or Fax: 631‐465‐4843. The terms of our vendor payment programs can be found on our website via the following link: https://ferrandinoandson.com/vendor-resources/. Incorrect invoices will be returned for correction and resubmission by you. All invoices must be dated on or after the date of completion of services. Payment will be issued to you provided we have received your invoice within 30 days from the last day of the month that you provided the Services and we have received all required paperwork hereunder. Depending on the project, a signed and notarized lien release may be required for execution by you and submitted to us in advance of processing your payment. Invoices submitted after 30 days shall be deemed stale and subject to payment only at Ferrandino’s discretion. You also hereby waive your right to commence an action for payment against a Ferrandino customer or file any encumbrances upon the property. You assume the risk of non‐payment by our customer for any reason, including without limitation, our customer’s bankruptcy, insolvency, reorganization, financial distress, nonperformance, dissatisfaction with services, or any other reason in or out of our control.

4. Insurance Requirements: During the term of this Agreement, you must maintain the insurance coverage as set forth herein on Exhibit A – Insurance Requirements. You shall provide our company or designated partner with certificates of insurance and copies of additional insured endorsements and any other endorsements evidencing the insurance required. All insurance shall be placed with insurance carriers acceptable to Ferrandino that are licensed to do business in the State where the services are being performed and must include all the requirements set forth in this section and Exhibit A – Insurance Requirements. Should any insurance lapse herein, our obligation to pay for work performed shall be held in abeyance pending full retroactive reinstatement of coverage. By signing this agreement, you hereby authorize us to request and receive any and all insurance policy documentation, including endorsements and schedules, directly from your insurance agent.

5. Independent Contractor: In the performance of the Agreement, you shall be an independent contractor. Nothing in this Agreement between Subcontractor and Ferrandino shall be deemed to constitute a partnership, joint venture or other similar relationship, and you agree not to make any contrary assertion, claim or counterclaim in any action, suit or other legal proceeding involving you and Ferrandino. You are responsible for all losses, damages, judgments, liabilities, claims, injuries, costs, and expenses arising directly or indirectly from the ownership and operation of your business, your motor vehicles, your property, and your performance of the Agreement. You are not authorized to contract on our behalf, to bind us in any manner, or to hold yourself out as anything but an independent contractor. You have full responsibility for all debts and obligations of your business. It is specifically understood that you will maintain all payroll records for your employees and that we will not do so. You agree to do business only under your own corporate name as our subcontractor and that you have not been licensed to use the Ferrandino name.

6. Defense and Indemnification. You shall, at your own cost and expense, defend us and our customers (whom you service) and both our and our customer’s respective officers, directors, employees, agents, shareholders, partners, joint‐venturers, affiliates, successors and assigns (“Indemnified Parties”) from and against all allegations (even if such allegations may be later proven false, fraudulent or groundless) asserted in any and all claims reasonably related to Services you provided or failed to provide under this Agreement, regardless of whether your indemnity obligations, specified below, ultimately apply and regardless of whether the allegations are directed solely against one or more of the Indemnified Parties.

To the fullest extent permitted by applicable law, you shall indemnify and hold harmless the Indemnified Parties from and against any and all liabilities, obligations, claims, demands, causes of action, losses, expenses, damages, fines, assessments, awards, deficiencies, judgments, settlements, and penalties, including, without limitation, costs, and expenses whatsoever (including without limitation attorneys’ consultants’ and other professional fees and disbursements) incident thereto (collectively “Losses”), arising out of, based upon, occasioned by or in connection with:

(1) Your performance of (or failure to perform) your duties under this Agreement;

(2) A violation of any law or any negligence, gross negligence or willful misconduct by you or your affiliates, subcontractors, agents or employees during either your performance of your duties under this Agreement or otherwise while you are on the property of one of our customers

(3) Damage to property and injuries, including without limitation death, to all persons, arising from any occurrence caused by any act or omission of you or your personnel related to the performance of this

(4) Your breach of any of the representations, warranties covenants or obligations contained in this

(5) You or your personnel being declared to have “common law” or “employee” status with respect to the Services performed under this Your failure (i) to provide any legally required employee‐related benefits applicable to your personnel performing Services under this Agreement, or (ii) to withhold and/or remit all amounts required by applicable law, rule, regulation, or policy, including but not limited to withholdings for Federal Insurance Contributions Act (“FICA”), Federal Unemployment Tax Act (“FUTA”), unemployment insurance, workers compensations insurance, disability, pension, income tax and health insurance purposes; or

(6) The infringement of the propriety rights of ours, our customers’ or any third

The indemnification obligation specified in this paragraph 6 shall be construed so as to extend to all legal, defense and investigation costs, as well as other costs, expenses, and liabilities incurred, by any Indemnified Party to enforce its rights to either defense or indemnification under this paragraph 6, including, without limitation, attorneys’ fees, associated with any actions, including arbitrations and any appeal actions (regardless of which party initiates the appeal), an Indemnified Party initiates to enforce its rights to either defense or indemnification under this paragraph 6, as well as other costs, expenses, settlements and liabilities incurred by the Indemnified Parties, including but not limited to interest, penalties, and fees of attorneys, consultants, accountants and other professionals (including expenses), from and after the time when any Indemnified Party receives notification (whether verbal or written) that a claim or demand has been made or is to be or may be made. Where the Indemnified Parties have settled a claim (regardless of whether the claim is in suit), they shall be entitled to indemnification for the entire amount of the settlement (i.e., you agree not to dispute the reasonableness of the settlement amount) so long as you were given notice of the proposed settlement at least thirty (30) days prior to the settlement.

Pursuant to the indemnification obligation specified in this paragraph 6, you agree to indemnify and hold harmless the Indemnified Parties regardless of whether the Losses were caused in whole or in part by the Indemnified Parties’ violation of any law or negligence (excluding gross negligence or willful misconduct), including but not limited to business invitee premises liability. For the avoidance of doubt, you are obligated to indemnify us under this paragraph 6 even if we are negligent (partially or solely) in causing the Losses.

7. Personnel: All persons who perform the Services under this Agreement must be your employees, and not your independent You will employ only qualified and responsible personnel. If required per the scope of work, you will perform, at your expense, the necessary background checks on any personnel you intend to employ at any of our customer’s locations. Upon request, you will present to Ferrandino proof that all employees providing services to any of our customer’s locations have cleared the background check by certifying in writing that the check was performed and that the employee passed such background check.

You are responsible for all employee‐related benefits and withholding payment of any type for those employees who perform the Services. You are responsible for withholding the personnel portion of FICA taxes, and for withholding income taxes for federal and state income tax.

8. Confidentiality and Non‐Compete: Confidential Information: You acknowledge that confidential and proprietary business information and trade secrets including, without limitation, our customer lists, the Services provided, and the prices charged for them, our billing and payment procedures, our Work Orders, schedules, contracts, and other forms (hereinafter the “Confidential” Information”) will become known by you. Disclosure of same will cause irreparable harm to us. You covenant neither to reveal to others nor to use it, except as authorized by us in writing, the Confidential Said representation will survive termination of the Contract. Upon termination you must return all such Confidential Information to Ferrandino.

Non-Competition: During the term of this Agreement and for a period of twenty‐four (24) months thereafter, you and your officers, shareholders, and directors agree not to contract, solicit, or do business with any of our customers (or their contractors, assigns or designees) for whom you performed Services under this Agreement, regardless of the location where you performed the Services.

Non-Solicitation: You agree not to solicit for employment nor hire any of our employees during the term of this Agreement and for six (6) months following its termination.

IF YOU VIOLATE THIS SECTION, THEN IN ADDITION TO ANY INJUNCTIVE RELIEF AND ADDITIONAL DAMAGES TO WHICH WE ARE ENTITLED, YOU EXPRESSLY AGREE IMMEDIATELY TO PAY US A MINIMUM AMOUNT OF DAMAGES EQUAL TO THREE (3) TIMES THE ACTUAL MONTHLY REVENUE FOR EACH LOCATION THAT YOU SERVICED IN VIOLATION OF THIS NON‐COMPETITION COVENANT, PLUS ANY LEGAL FEES, COSTS AND EXPENSES INCURRED BY US TO ENFORCE OUR RIGHTS HEREUNDER. ACTUAL MONTHLY REVENUE SHALL BE DEEMED TO BE THAT MONTH REPRESENTING THE HIGHEST MONTHLY REVENUE DURING THE PERFORMANCE OF THE FERRANDINO CONTRACT.

You agree that we are entitled to these minimum damages without the necessity of proving actual damages, and the amount of minimum damages contemplated herein is not a penalty and instead is a reasonable estimate of the damages that we will have sustained due to your violation of this Non‐Competition Covenant. We never would have entered into this Agreement in the absence of such restrictions. You agree that any violation of this Section shall cause irreparable injury to us and cannot be reasonably or adequately compensated in damages. You agree that we are entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, and an immediate accounting of all earnings and profits in excess of the minimum damages specified above, in addition to any other relief to which we are entitled. These rights are cumulative.

9. Term and Termination: The initial term of this agreement is one year commencing from the date of execution. This agreement shall automatically renew for successive one‐year periods, unless either party provides notice to the other of its intent to terminate this agreement in writing with not less than ten (10) days’ In addition, this Agreement or any schedule to this Agreement may be terminated by us, upon one (1) day notice if we or our customer notifies you that your Services are unsatisfactory, you violate any provision in this Agreement, you fail to maintain the required insurance, you assign this Agreement, become insolvent, or declare bankruptcy, you subcontract the Services, you fail to fully cooperate with us or our customer or our customer cancels their contract with us.

10. Arbitration; Waiver of Jury Trial and Punitive Damages; Governing Law and Jurisdiction:

A. Arbitration. All disputes, controversies and claims of any kind arising out of or relating to this Agreement or the rights and obligations of the parties shall be settled through arbitration by the American Arbitration Association at its Philadelphia, Pennsylvania office, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules. This provision shall survive the termination or expiration of this Agreement. Nothing contained herein shall prevent us from applying to and obtaining from any court having jurisdiction, a temporary or preliminary injunction, and/or other emergency relief to enforce our rights and your obligations under this Agreement prior to the filing of any arbitration proceeding or pending the trial or rendering of a decision or award pursuant to any arbitration proceeding conducted

B. Governing Law and Jurisdiction. THE LAWS OF THE STATE OF PENNSYLVANIA SHALL GOVERN THE VALIDITY, PERFORMANCE, INTERPRETATION, AND EFFECT OF THIS IF AN ARBITRATOR DOES NOT HAVE JURISDICTION, A CLAIM CAN NOT BE ARBITRATED AS A MATTER OF LAW, OR IF THERE IS AN APPEAL FROM OR RELATING TO AN ARBITRATION, THEN THE PARTIES AGREE TO THE JURISDICTION AND VENUE OF THE COURTS IN MONTGOMERY COUNTY, PENNSYLVANIA OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA IN PHILADELPHIA.

C. Waivers. Both you and we irrevocably waive our respective rights to trial by jury on any action, proceeding, or counterclaim, whether at law or in equity, brought by either you or Furthermore, both you and we irrevocably waive, to the fullest extent permitted by law, any right or claim for any punitive, exemplary, consequential, or speculative damages against one another. Both you and we agree that in the event of a dispute, except as otherwise provided in this Agreement, each is limited to the actual damages sustained. No arbitration or action under this Agreement shall include, by consolidation, joinder, or any other manner, any claims by any person or entity in privity with or claiming through or on behalf either you or us. Neither you nor we shall arbitrate or litigate as a representative of or on behalf of any other person or entity, any dispute, controversy, or claim of any kind arising out of or relating to this Agreement, your or our respective rights and obligations, or any other claims or causes of action relating to your or our performance under this Agreement.

11. Assignment: Subcontractor may not assign nor subcontract any portion of any Agreement and any attempted assignment, subcontract or delegation will be null and void and considered a breach of the Agreement. We may assign rights and obligations under any Agreement to any third party provided that such third-party assignee expressly assumes our obligations hereunder and Subcontractor then agrees that we shall be released from the performance of all future obligations hereunder.

12. Right to Offset: We may withhold from payment owed to you any amount due to us from you under the indemnification provision, any other provision of this Agreement, or due to a breach of this Agreement in the performance of this agreement or as to any breach of a duty to indemnify.

13. Damage Limitation. In no event shall we be liable for consequential, incidental, or special damages, including without limitation and delay damages, lost opportunity damages or lost profits, incurred by you or your affiliates, subcontractors, agents, or employees in connection with this Agreement.

14. Miscellaneous: If any sentence, paragraph or provision in this Agreement for any reason is deemed illegal or otherwise unenforceable, then the validity of the remaining sentences, paragraphs or provisions shall not be affected; and this Agreement shall be construed as if such provision had never been a part of Any provisions of this Agreement that may be reasonably interpreted to impose any obligation after termination or expiration upon you or us shall survive such termination or expiration and be binding upon you and us. This Agreement contains the entire agreement of the parties. No promises, inducements or representations not contained in this Agreement shall be of any force or effect or binding upon you or us. Any pre‐printed terms or conditions which appear on an invoice from you shall be of no force and effect and shall be expressly superseded by the terms of this Agreement. Any modifications, changes, or variances to this Agreement made by you shall be void and of no effect unless made in writing and signed by us.