Revised August 1, 2024

 

JANUS INTERNATIONAL GROUP FACILITATE™ WORK ORDER TERMS AND CONDITIONS

These Terms apply to the purchase by Contractor from Subcontractor of Products and Services provided by Subcontractor, each of which is identified in the Work Order. These Terms comprise the entire agreement between the parties, except as hereafter modified by Contractor. Subcontractor accepts these Terms by signing and returning the Work Order or by commencing or otherwise beginning performance of the Work specified in the Work Order. No additional or different terms, conditions, or warranties other than those identified in the Work Order and no agreement or understanding, oral or written, shall be binding on Contractor  unless hereafter made in writing, signed by Contractor’s authorized representative, and specifically referencing these Terms and stating that it modifies them. Subcontractor is hereby notified of Contractor's express rejection of any terms inconsistent with these Terms  or to any other terms proposed by Subcontractor. Neither Contractor’s subsequent lack of objection to any terms, nor the acceptance of any Products or Services, shall constitute an agreement by Contractor to any such terms. Trade custom, trade usage, and past performance are superseded by these Terms and shall not be used to interpret these Terms.

1. Definitions.

“Affiliate” means, with respect to either party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

“Confidential Information” means any and all non-public information, technical data, or know-how, including, without limitation, that which relates to: (a) research, product or service ideas or plans, pricing, services, customers, personnel, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, installation methods, engineering, marketing, or finances, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked, designated, or otherwise identified as  “confidential” or “proprietary” at the time of disclosure, and/or materials resulting from the Work and/or support, and any derivatives thereto, (b) all improvements, embellishments, amendments, compilations and recompilations of any of the materials described above and defined as Confidential Information, which is created by Subcontractor, and (c) the terms and conditions of the Work Order. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that, without restriction on disclosure, is: in the public domain or becomes available to the public and not as a result of an act or omission of Subcontractor, rightfully obtained by Subcontractor from a third party, is lawfully in the possession of Subcontractor at the time of disclosure, or is approved for release by written authorization of Contractor.

“Contract Documents” consist of the Work Order, the contract between Contractor and Owner (or general contractor) and all conditions, specifications, drawings, and addendum thereto.

“Contract Price” means the agreed amount stated in the Work Order for the purchase of Products and Services, including adjustments (if any) in accordance with the Work Order.

“Contractor” means Janus International Group, LLC.

“Contractor Materials” has the meaning set forth in Section 16(d) of these Terms.

“General Contract” has the meaning set forth in 2(a) of these Terms.

“Intellectual Property Rights” has the meaning set forth in Section 16(a) of these Terms.

“OSHA” has the meaning set forth in Section 2(h) of these Terms.

“Owner” has the meaning set forth in Section 2(a) of these Terms.

“Parts” has the meaning set forth in Section 14(d) of these Terms.

“Personnel” has the meaning set forth in Section 15(c) of these Terms.

“Products” means all equipment, parts, materials, supplies, software, and other goods Subcontractor has agreed to supply to Contractor under the Work Order.

“Services” means all services Subcontractor has agreed to perform for Contractor under the Work Order.

“Subcontractor” means the entity to which Contractor is purchasing Products and Services under the Work Order.

“Subcontractor Personnel” has the meaning set forth in Section 2(a) of these Terms.

“Terms” means these Work Order Terms and Conditions.

“Work” has the meaning set forth in Section 2(a) of these Terms.

“Work Order” means the work order signed by Subcontractor and accepted by Contractor in writing for the purchase by Contractor of Products and Services from Subcontractor, together with these Terms and any other documents incorporated therein by reference, as well as any changes under Section 5.

“Work Product” has the meaning set forth in Section 16(a) of these Terms.

2. General.

a. Contractor hereby engages Subcontractor, and Subcontractor hereby accepts such engagement, to perform certain services and/or facilities maintenance work as set forth in the Work Order  (the “Work”). Once executed and returned, Subcontractor agrees to, through its employees, agents or contractors (collectively, “Subcontractor Personnel”) perform and complete all Work set forth in the Work Order. In some cases, Contractor has entered into a general contract with the owner of the premises (“Owner”) or a general contractor (the “General Contract”). Each Work Order is to be conducted in accordance with the terms and conditions of the General Contract, including drawings and specifications, general and supplemental. Contractor may provide copies of the General Contract to Subcontractor or may include in the Work Order those terms in the General Contract that are applicable to Subcontractor. If the General Contract varies or conflicts with any provision of the Work Order, including any modification hereof, the Work Order shall govern. It is Subcontractor’s obligation to ensure that it is familiar with all Subcontractor obligations pertinent to the General Contract. In the event Subcontractor fails to execute and return the Work Order and Subcontractor commences performance pursuant to said unexecuted Work Order, Subcontractor will be deemed to have accepted the Work Order and shall be bound to the Work Order.

b. It is the express intention of the parties that Subcontractor, in the performance of the Work, is an independent contractor and not an employee, agent, joint venturer, or partner, of Contractor. Nothing in the Work Order shall be interpreted as creating the relationship of employer and employee between Contractor and Subcontractor or between Contractor and any Subcontractor Personnel. Subcontractor shall retain the right to perform services for others during its performance of the Work. Further, both parties acknowledge that Subcontractor Personnel are not employees for state federal, and other applicable tax or state labor purposes, and, accordingly, Subcontractor is responsible for paying all required state, federal, and other applicable taxes (employment or otherwise) as well as any workers’ compensation, pension plan contributions and employment insurance remittances, and will indemnify Contractor for any statutory remittances for which Subcontractor is legally responsible to have remitted on behalf of itself or its employees during or prior to the term of the Work Order.

c. Subcontractor agrees to diligently pursue the Work, and to meet the requirements set forth in the Work Order. In the event Subcontractor delays the progress of the Work, Subcontractor shall bear all cost of overtime, expediting, and all special freight or other charges required to bring its progress to the level required. Subcontractor may also be subject to damages or claims by Contractor, Owner, or other contractors, caused by Subcontractor’s failure to comply with the Work Order.

d. General work hours may be suggested by Contractor, but Subcontractor shall be responsible for coordinating the Work with Contractor and other subcontractors as set forth herein. Due to the nature of the Owner’s business, Subcontractor may be required to work during regular business hours and will likely not be permitted to work solely at night and/or on weekends.

e. Subcontractor shall cooperate fully with the general instructions and general directions of Contractor and, if applicable, shall coordinate the Work with the work of other subcontractors. Subcontractor shall be responsible for determining the specific manner of performing the Work subject to the requirements of the Work Order.

f. All Work shall be performed in a workmanlike and professional manner, with Subcontractor taking great care and best efforts not to damage any work already in place.

g. Subcontractor shall be responsible for cleanup of its own debris on a daily basis. If, in the opinion of Contractor, clean-up is not being performed satisfactorily, Contractor, after having notified Subcontractor of same, shall have the Work performed by others, and all charges incurred will be for the account of Subcontractor, and shall be deducted from payments due to Subcontractor.

h. Subcontractor shall be aware of, and shall perform the Work in strict compliance with, all local, state, federal, and other applicable safety requirements and regulations including, but not limited to, all applicable Occupational Safety and Health Administration (“OSHA”) rules and regulations. Insofar as they do not conflict with the above, Subcontractor shall also comply with the Owner’s and/or the general contractor’s (if any) safety regulations. Any OSHA or other governmental fines, or owner or general contractor claims resulting from Subcontractor’s acts or omissions, will be the responsibility of Subcontractor. Subcontractor understands and agrees that there shall be no drinking of alcoholic beverages or consuming of illegal or inappropriate drugs on the job site. Subcontractor must be fit for duty at all times while performing the Work or while on the jobsite.

i. Subcontractor shall comply with the code requirements of any governmental or regulatory body having jurisdiction over the Work. Any discrepancy between the code requirements and the drawings or specifications shall be brought to the attention of Contractor by Subcontractor.

j. Subcontractor must reference the specific Work Order number in its invoices.

k. Subcontractor shall execute IRS document Form W-9 and deliver same to Contractor. Payment will not be made without this document or any other required documents on file, including without limitation, any and all insurance documentation specified in Section 8.

l. If a Notice to Owner, or other preliminary notice of lien rights, is filed for the Work by Subcontractor or any of Subcontractor’s suppliers or sub-subcontractors, a partial lien waiver will be required before disbursement of any payment.

m. From time to time Contractor may request certain information related to Subcontractor which may include, without limitation, Subcontractor financials, number of employees and/or vehicles, office locations, insurance information, and licenses. In the event Subcontractor fails to timely provide information requested by Contractor, Contractor reserves the right to terminate the Work Order.

3. Scope of Work. Subcontractor shall provide and pay for all labor, materials, services, tools, equipment, and other things necessary to fully perform the Work, in cooperation with the other trades (if any), in a good, professional, and workmanlike manner, and to the satisfaction and acceptance of Contractor and Owner or Owner’s representative, which shall be final.

4. Performance.

a. Subcontractor acknowledges that TIME IS OF THE ESSENCE with respect to Contractor’s completion of the Work, which is substantially dependent upon Subcontractor’s performance of the Work Order. Subcontractor shall expend such time and energy as Subcontractor determines to be necessary in order to provide the Work: (i) to the best of Subcontractor’s ability; (ii) in a diligent, careful, thorough, and highly professional manner; (iii) consistent with best business practices; (iv) in full compliance with all laws, rules and regulations, which are now or may become applicable to the Work; (v) in strict compliance with the Work Order and the specifications contained therein; and (vi) to the satisfaction of Contractor and Owner. Subcontractor shall turn the Work and deliverables over to Contractor in good condition and free and clear of all encumbrances, claims and liens.

b. Subcontractor covenants, agrees, and warrants that it shall: (i) not employ any labor that will interfere with labor harmony at the job site or with the introduction and storage of materials and execution of Work by other subcontractors; (ii) comply with all laws, ordinances, and regulations relating to the Work or to the supplying of material, including, without limitation, laws, ordinances, rules, regulations and orders for the safety of persons and property; (iii) provide safe working conditions for Subcontractor Personnel and other persons at all times. If Subcontractor breaches this covenant and such breach causes a stoppage or slowdown of Work at the job site, Subcontractor shall be liable for damages suffered by Contractor caused by such delay in completing the project.

c. It is understood that Owner, the general contractor (if any), Contractor, and other third parties may be working in the same area as the Work, and Subcontractor’s Work may be temporarily affected due to performance of work by others. Subcontractor agrees to fully cooperate with everyone to assure an expeditious completion of the interfaces.

d. Subcontractor expressly understands and agrees that its only remedy for delays in the Work shall be for an extension of time for the number of days by which it has been delayed, as determined by Contractor and/or Owner, and that it shall not be entitled to any recovery for losses, expenses, or damages relating to such delays, however caused; provided, however, that no allowance for additional time shall be made for any cause unless request for an extension is presented in writing to Contractor within forty-eight (48) hours after occurrence of the event giving rise to the delay. Any claim not so presented within such time shall be deemed waived by Subcontractor and shall not be considered.

e. If the Work depends on the proper execution of work by any third party, Subcontractor shall inspect and report in writing to Contractor any defects in such third party’s work prior to the execution of the Work. Failure to inspect and report constitutes acceptance of such third party’s work by Subcontractor. Subcontractor shall protect the Work against damage by third parties and shall be liable for damage caused by it to any third party’s work. Subcontractor shall pay the cost of replacement or repair to the Work damaged by it or occasioned by the correction of its defective Work or to the work of any third party damaged by Subcontractor or occasioned by the correction of its defective Work. Should Subcontractor fail to do so, Contractor may, at its option, correct such defective Work and deduct the cost thereof from any amounts owed to Subcontractor and if the cost of such correction exceeds the unpaid balance of the amount to be paid under the Work Order, Subcontractor shall pay to Contractor such excess cost

5. Changes in the Work. Whenever Contractor requests extra work verbally or in writing, any claim for compensation for such extra work must be presented by Subcontractor to Contractor in writing within 48 hours of such request. No dispute as to adjustment in the Contract Price due to extra work shall excuse Subcontractor from proceeding within the original scope of Work or extra work. If Contractor requests Subcontractor to proceed with extra work, the scope and nature of which is reasonably susceptible to a lump sum quotation, Subcontractor shall provide a quotation for said extra work within 48 hours of such request. Subcontractor shall furnish a complete breakdown itemized in sufficient detail to permit an analysis of all labor, material, and equipment for the Work added or deleted at the direction of Contractor and timely claimed in writing by Subcontractor. If applicable, Subcontractor must include any request for a time extension and the justifications therefor. It shall be a condition precedent to Subcontractor’s recovery of any sum or damages for extra, additional, different, or changed Work of any type or extension of time, whether requested or caused by Contractor or others, that Subcontractor shall have made a specific written claim for such Work, extension, sums, or damages within 48 hours of the request or event giving rise to such extra, additional, different, or changed Work or extension of time. Claims for any such Work, extension, sums, or damages received after 48 hours are waived and will not be considered.

6. Discrepancies. If Subcontractor discovers any errors, omissions, or discrepancies in the drawings, specifications, or this Agreement, Subcontractor shall immediately notify Contractor in writing. Any Work affected by such discoveries which is performed by Subcontractor prior to Contractor notification and authorization shall solely be at Subcontractor’s risk.

7. Indemnification. To the fullest extent permitted by applicable law, Subcontractor specifically obligates itself to protect, immediately defend, indemnify and hold Contractor, Owner and their respective officers, directors, employees, agents, Affiliates and representatives (hereinafter “Indemnitees”) harmless against claims, damages, liability, demands, actions, injuries (including death), losses, demands, causes of action, judgments, costs, penalties, fines, expenses, including any fees of accountants, attorneys, experts, or other professionals, or investigation expenses (hereinafter “Losses”) arising out of, related to, or in connection with, Subcontractor’s, Subcontractor Personnel’s, vendors’ and lower tier subcontractors’: (i) operations and performance of the Work or Subcontractor’s obligations under the Work Order; (ii) any alleged or actual violation or infringement of any law, statute, codes, safety or occupational health orders, rules, regulations, standards, orders, licensing or training requirements, or any intellectual property or other proprietary rights of third parties; (iii) negligence or willful misconduct; (iv) (1) construction liens, mechanics’ liens, or other materialman’s lien of any sort, stop notice claims and payment bond claims made by any sub-subcontractor, suppliers, laborers, rental companies, or the like, and (2) claims and liens for labor taxes, materials, appliances, equipment, and supplies whatsoever; and (v) misrepresentation made in the Work Order.

Subcontractor’s indemnity and hold harmless obligations hereunder shall apply to any acts, omissions, willful misconduct, negligent conduct, other fault, or liability without fault of any person or entity for whom Subcontractor is or may be responsible; however, Subcontractor shall not be required to indemnify an Indemnitee against claims arising from Indemnitee’s own negligence or willful misconduct. Subcontractor acknowledges the separate and independent duty to defend set forth in this paragraph, and shall, regardless of whether any indemnification obligations later arise, at its own cost, expense and risk, and immediately upon tender, defend the Indemnitees in any and all claims, demands, actions, lien actions, suits or other legal, arbitral, administrative or other proceedings which may be brought against Indemnitees. Subcontractor may appoint counsel of its choice; however, such counsel shall be (i) experienced and capable of effectively handling the subject matter assigned, and (ii) free of conflicts of interests, biases and prejudices against the Indemnitees. Alternatively, Subcontractor may elect to pay, within thirty (30) days of receipt of an invoice from Contractor its allocable share of Contractor’s defense fees and costs during the pendency of a claim. If Subcontractor fails to timely and adequately perform its obligations, Contractor shall have the right to pursue a claim against Subcontractor for any resulting compensatory damages, interest on defense and indemnity costs from the date incurred, consequential damages, and reasonable attorneys’ fees incurred to recover these amounts.

 The foregoing indemnity and defense obligations are not limited by the amount of any available insurance and are in addition to any express or implied indemnity or contribution rights available to any of the Indemnitees at law or in equity. All Work done at the site or in preparing or delivering materials or equipment, or any or all of them, to the site shall be at the risk of Subcontractor exclusively until the completed Work is accepted by Contractor.

 With respect to claims against an Indemnitee, asserted by any Subcontractor Personnel, by an employee of one of Subcontractor’s subcontractors, by an employee of anyone directly or indirectly employed by them, or by an employee of anyone for whose acts they may be liable, Subcontractor’s indemnity obligations shall not be limited by any limitation on the amount or type of damages, compensation, or benefits payable by or for Subcontractor or Subcontractor’s subcontractors under worker’s compensation acts, disability acts, or other employee benefit acts.

 All indemnity obligations under the Work Order shall apply to claims arising both before and after completion of the Work and to claims arising both before and after the termination of the Work Order. The indemnity obligations set forth in this or in any other provision of the Work Order shall not be construed to negate, abridge, or reduce any other rights of indemnity accorded by law or equity to the Indemnitees.

8.  Insurance.

a.  Subcontractor shall provide and maintain at Subcontractor’s expense, until the completion and final acceptance of the Work, the following insurance protection with companies satisfactory to Contractor:

i. Workers’ Compensation with limits that are at least equal to the statutorily required minimums of the state in which the Work is to be performed. If the Work will involve, in whole or in part, Work or operations on the navigable waters of the United States or on a flagged vessel, then Contractor shall obtain coverage pursuant to the Jones Act and/or the Longshoremen’s and Harbor Worker’s Compensation Act. If Subcontractor leases one or more employees through the use of a payroll, employee management or other company, then Subcontractor must procure workers’ compensation insurance written on an “if any” policy form, including an endorsement providing coverage for alternate employer/leased employee liability. Such insurance shall be in addition to the workers’ compensation coverage provided to the leased employee by the payroll, employee management or other company. If applicable, coverage shall contain an “Other States Endorsement.” Self-insurance is not acceptable. Texas exception: in the event Subcontractor is an employer validly organized and exiting under the laws of the state of Texas, Contractor understands and acknowledges that said Texas Subcontractor is not required to carry workers’ compensation insurance coverage pursuant to Tex. Lab. Code Ann. § 406.002. In this case, if Subcontractor validly opts out of workers’ compensation coverage, Subcontractor shall promptly report its non-coverage status prior to the commencement of the Work and any work-related injuries or occupational diseases to the Texas Department of Insurance, Division of Workers' Compensation (TDI-DWC) (Tex. Lab. Code Ann. § 406.004; 28 Tex. Admin. Code § 160.2). In the event Subcontractor hires any employees during or prior to performance of the Work, Subcontractor shall provide sufficient evidence to Contractor of either: (a) workers’ compensation insurance; or (b) a Texas Non-Subscriber Benefit Plan with sufficient insurance to provide benefits set forth in the benefit plan. Subcontractor understands and acknowledges that a Texas employer who opts out of workers' compensation coverage can still be liable for work-related injuries or illnesses and that Subcontractor’s foregoing obligations are a condition precedent to performance and subsequent payment under the Work Order.

 ii. Commercial General Liability with limits no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate (with a “per project” endorsement specifying the project). This insurance shall be provided by a current ISO occurrence form policy, including, without limitation, coverage for damages because of bodily injury, property damage and personal and advertising injury and for the products-completed operations hazard. This insurance shall be maintained from commencement of the Work until not less than 10 years after substantial completion and acceptance of the Work and/or sale of any products, or to the applicable Statute of Repose in the jurisdiction where the Work is to be performed, whichever is longer.

 iii. Automobile Liability with annual limits of at least $1,000,000, combined single limit for each occurrence involving personal injuries and property damage. This insurance shall be on a current ISO form and apply on an “any auto” basis, including all vehicles used in connection with the Work. This coverage shall include, without limitation, loading and unloading. Notwithstanding the foregoing, in special circumstances and in Contractor’s sole discretion, Contractor may accept a personal automobile liability insurance policy with limits no less than $500,000.00, combined single limit for each occurrence involving personal injuries and/or property damage for all vehicles used in connection with the Work in lieu of the commercial automobile liability insurance policy specified in this Section 8(a)(iii).

 iv. Umbrella and Excess Liability with annual limits of at least $1,000,000. This insurance shall follow form to the Commercial General Liability and Automobile Liability policies and “drop down” for defense and indemnity in the event of exhaustion of the underlying insurance. The limits of liability required in this Section 8(a)(iv) may be satisfied with a combination of general liability, umbrella and/or excess policies of insurance where applicable, provided that such policies comply with all of the provisions hereof.

In the event Subcontractor is to perform Work in an area where statutorily required minimums exceed the limits and insurance requirements herein, Subcontractor shall, at its own expense, maintain and carry in full force and effect the insurance types and amounts of coverage that are at least equal to the statutorily required minimums of the area in which the Work is to be performed. Subcontractor understands and acknowledges that it, and not Contractor, is expressly obligated to ensure compliance with any and all  specific insurance requirements that may exist (in addition to the insurance limits and requirements outlined in this Section 8). Subcontractor shall to the fullest extent permitted by law, indemnify, defend, and hold harmless Contractor for any breach of this Section 8. Subcontractor understands and acknowledges that Subcontractor’s insurance obligations are an essential condition of this Subcontract.

b. Each insurer providing insurance coverage as required by the Work Order shall be an insurer authorized to issue such coverages in the area in which the Work is to be performed and shall have an A.M. Best rating of “A-VIII” or better. Contractor, in its discretion, shall have the right to reject any insurance company selected by Subcontractor.

c. All insurance required by the Work Order (excluding only Workers’ Compensation) shall name the following parties as additional insureds: Contractor and its parents, members, Affiliates, lender, directors, officers, representatives, agents, and employees, all parties required to be indemnified under the Work Order, and all other parties reasonably requested by Contractor (hereinafter collectively the “Additional Insureds”). All policies (including primary, excess, and/or umbrella) shall state that the insurance provided to the Additional Insureds is primary and non-contributory to any other insurance maintained by or available to the Additional Insureds. With respect to the Commercial General Liability insurance policy required herein, additional insured status must be provided on ISO forms CG 20 10 04 13 or CG 20 38 04 13 and CG 20 37 04 13.

d. The coverage provided to the Additional Insureds must be at least as broad as that provided to the first named insured on each policy. In the event that any policy provided in compliance with the Work Order states that the coverage provided to an additional insured shall be no broader than that required by contract, or words of similar meaning, the parties agree that nothing in the Work Order is intended to restrict or limit the breadth of such coverage. Furthermore, the limits of insurance provided by Subcontractor shall be the greater of the limits maintained in the normal course of Subcontractor’s business or the minimum limits specified in the Work Order. The limits of insurance stated above for each type of insurance are minimum limits only. In the event Subcontractor’s policy provides greater limits, then the Additional Insureds shall be entitled to, or to share in, the full limits of such policy, and this Subcontract shall be deemed to require such full limits.

e. No insurance policy required by the Work Order shall contain a cross liability exclusion which restricts or bars coverage for a claim brought by an additional insured against a named insured.

f. To the fullest extent permitted by law, all insurance Subcontractor furnishes in compliance with the Work Order shall include a waiver of subrogation in favor of Contractor.

g. Prior to the commencement of any Work, and prior to any personnel coming on the project site, Subcontractor shall furnish the following: (i) a current Certificate of Insurance indicating the project and evidencing all coverages required by the Work Order; (ii) a copy of the provisions in the relevant policy(ies) or endorsement(s) adding the parties required to be added as additional insureds; (iii) a copy of the provisions in the policies or endorsements providing that the insurance provided to the Additional Insureds is primary and non-contributory and shall not seek contribution for any coverage carried by the Additional Insureds; (iv) a copy of the policy provisions or endorsement providing a waiver of subrogation in favor of the Additional Insureds; and (v) a copy of the policy provisions in the endorsements providing that the commercial general liability applies on a per project basis. Any renewals, changes in coverage, or replacements in coverage shall be similarly documented and forwarded at least 10 days prior to expiration. Upon request, Subcontractor shall also provide Contractor with a certified copy of any policy providing coverage required herein.

h. All policies required under the Work Order shall contain endorsements that confirm that said insurance policies shall not be cancelled, not renewed, or materially changed except upon thirty (30) days prior written notice to Contractor.

i.  In the event of a failure of Subcontractor to furnish and maintain said insurance and to furnish satisfactory evidence thereof, Contractor shall have the right (but not the obligation) to procure such insurance on behalf of Subcontractor, and Subcontractor shall furnish all necessary information in connection with Contractor’s procurement and either pay the cost thereof to Contractor immediately upon presentation of a bill therefor, or have the cost thereof deducted from any payment otherwise due to Subcontractor under the Work Order at Contractor’s option.

j. Before permitting any sub-subcontractor to perform any Work under the Work Order, Subcontractor shall require, by written contract, that such subcontractors maintain insurance in like form and amounts to that required by the Work Order. Subcontractor shall be responsible to ensure that each of its sub-subcontractors maintains insurance in like form and amount and shall provide evidence of same to Contractor if requested.

9. Governmental Requirements. Subcontractor agrees to strictly comply with the requirements, indications, regulations, orders, permissions, and restrictions issued by the applicable governmental authorities including but not limited to the immigration laws that apply in each state wherein Work is to be performed.

10. Assumption of Risk. Subcontractor is fully aware of the risks and hazards connected with being on the premises and participating in Work to be completed and is fully aware that there may be risks and hazards unknown to Subcontractor connected with being on the premises and participating in services performed for Contractor as part of the Work. Subcontractor hereby elects to voluntarily participate in the Work to be completed, to enter upon the premises where the Work is to be performed and engage in activities knowing that conditions may be hazardous or dangerous to Subcontractor and Subcontractor’s property. Subcontractor voluntarily assumes full responsibility, to the fullest extent permitted by law, for any and all risks of loss, property damage or personal injury, including death, that may be sustained by Subcontractor and any and all of Subcontractor’s Personnel and anyone else acting for, under, or on behalf of Subcontractor, or any loss or damage to property owned by Subcontractor or any of the above listed persons or entities, as a result of being a participant in the Work to be completed, except to the extent that same are the sole and exclusive result of the actions or omissions of Contractor. Subcontractor further hereby agrees to the fullest extent permitted by law, to indemnify, defend, and hold Contractor harmless from any Losses Contractor may incur as a result of the Work to be performed under the Work Order, whether performed by or on behalf of Subcontractor.

11. Limitation of Liability.

a. IN NO EVENT SHALL CONTRACTOR OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THE WORK ORDER TO SUBCONTRACTOR OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THE WORK ORDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT CONTRACTOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

b. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(c), IN NO EVENT WILL CONTRACTOR'S LIABILITY ARISING OUT OF OR RELATED TO THE WORK ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SUBCONTRACTOR PURSUANT TO THE WORK ORDER.

c. The exclusions and limitations in Section 11(a) and Section 11(b) shall not apply to damages or other liabilities arising out of or relating to Contractor’s gross negligence, willful misconduct, or intentional acts.

12. Default and Remedies.

a. If, at any time: (i) Subcontractor fails to prosecute and complete the Work in accordance with the Work Order or as directed by Contractor, or (ii) fails to diligently and continuously perform the Work, or, (iii) if, in the sole opinion of Contractor, the Work cannot be completed in the time period required, or (iv) if Contractor is notified of Subcontractor’s failure to pay for any material or labor used on any project, or (v) in the event of a strike or stoppage or Work resulting from a dispute involving or affecting the labor employed by Subcontractor or its subcontractors, or (vi) if Subcontractor fails to perform any of the requirements of the Work Order (including without limitation, Subcontractor’s obligations set forth in Section 7 or Section 8), then such event shall constitute a default hereunder, and Contractor shall notify Subcontractor to correct such default and shall specify in such notice the action to be taken and a reasonable date by which the default shall be corrected.

b. If a default occurs and is not corrected on or before the date specified in the notice to Subcontractor, Contractor shall be entitled to exercise any or all of the following remedies: (i) Contractor may immediately take any action necessary to correct such default, including without limitation the right to provide labor, overtime, and materials, and may deduct all of the cost of correcting such default from any payment due or to become due to Subcontractor or recover such cost from Subcontractor if no sums are due or become due to Subcontractor; and/or (ii) Contractor may terminate the Work Order, take possession of Subcontractor’s materials, tools, and equipment used in performance with the Work, and employ another subcontractor or use Contractor’s employees or others to finish the remaining Work to be performed hereunder. Contractor may deduct all of the costs of completing the remaining Work from the unpaid balance of the amount to be paid under the Work Order; and if the cost of completing the remaining Work exceeds the unpaid balance of the amount to be paid under the Work Order, Subcontractor shall pay Contractor such excess cost, including, without limitation, overhead, and reasonable legal fees.

c. Contractor may exercise any remedy at law available as a result of Subcontractor’s default or non-performance under this Agreement or any Work Order. Contractor, in any such event, may also refrain from making any further payments to Subcontractor until the entire project subject to the respective Work Order is fully finished and accepted by Owner at which time, if the unpaid balance of the amount to be paid under an Work Order shall exceed the sum of the expense incurred by Contractor in finishing the Work and the damage sustained by Contractor as a result of Subcontractor’s default, then such excess shall be paid by Contractor to Subcontractor; but, if the sum of such expenses and damages shall exceed such unpaid balance, Subcontractor shall promptly pay the difference to the Contractor. Upon any default, Subcontractor shall pay to Contractor its attorneys’ fees and court costs incurred in enforcing this Agreement or seeking any remedies hereunder. Subcontractor shall pay all such fees and costs, whether or not suit is filed and in connection with any appeal and in connection with any bankruptcy or other insolvency proceeding.

d. If Contractor does not terminate Subcontractor’s right to proceed, Subcontractor shall continue with the Work.

e. If Owner is damaged by reason of any breach by Subcontractor of this Agreement or any Work Order, then Subcontractor shall pay Owner such damages, together with all costs of collection including court costs and legal fees.

f. Subcontractor hereby knowingly and voluntarily waives all claims for consequential damages due to delays, disruptions, constructive acceleration of the Work and similar economic losses and agrees that Subcontractor’s sole and exclusive remedy for any such claims shall be an extension of the contract time provided that Subcontractor makes a written claim for such extension within 10 days of the event giving rise to the claim.

g. To the maximum extent permitted by applicable law, no action or proceeding shall lie or be maintained by Subcontractor against Contractor upon any claim, counterclaim or cross-claim arising out of or based upon the Work Order, or by reason of any act or omission or any requirements relating to the giving of notices or information required hereunder, unless such action or proceeding shall be commenced within 180 days after the earlier of: (i) Contractor’s actual receipt of full payment from the Owner; or (ii) if the Work Order is earlier terminated, within 180 days following the date of such earlier termination. This Section shall not be deemed or construed to modify any other provision hereof relating to waivers of claims by Subcontractor or to extend any period herein specifically provided for the initiation of an action relating hereto.

13. Payment. In consideration of Subcontractor’s full and faithful performance of the Work Order and completion of the Work, Contractor shall pay to Subcontractor the amount properly invoiced by Subcontractor, up to the agreed-upon not to-exceed amount set forth in the Work Order within 60 days of the date of receipt of a properly verified invoice and any required documentation. Subcontractor must submit an acceptable invoice and supporting documentation to Contractor within 3 business days from completion of the Work. In the event Subcontractor fails to submit an acceptable invoice and supporting documentation to Contractor within 30 days of completing the Work, Contractor shall not have any duty to pay any amounts owed for such Work, and Subcontractor waives any right to payment for any services or goods invoiced beyond this timeframe. Contractor shall not be liable for any invoices received after the specified period, and Subcontractor releases Contractor from any claims, demands, or liabilities associated with late invoices. Subcontractor shall not receive or request any payment directly from any Contractor customer (e.g. the Owner or general contractor). Subcontractor shall be responsible for the payment of any and all federal, state and local taxes. Subcontractor shall, as often as requested, furnish such information, evidence and substantiation as Contractor may require with respect to the performance and completion of the Work. Contractor reserves the right to withhold and retain from any and all amounts payable to Subcontractor hereunder, without limiting its other rights and remedies, an amount sufficient: (a) to defend, satisfy and discharge any asserted claim that Subcontractor has failed to make payment for labor, work, materials, equipment, taxes or other items, (b) that Subcontractor has caused damage to the property of any Customer; (c) to reimburse Contractor for any costs incurred as a result of any act or omission by Subcontractor; and/or (d) to protect Contractor from the possible consequences of any other breach or default by Subcontractor hereunder. Further, Subcontractor may be subject to other withholding, retentions, set-off, and financial penalties related to Subcontractor’s poor performance or nonperformance, which such performance shall be communicated by Contractor to Subcontractor from time to time as necessary. Subcontractor shall neither attach nor permit the attachment of any liens upon the property of any Contractor customer as a result of Subcontractor’s performance of the Work. If payment is not made, Subcontractor’s sole and exclusive remedy shall be limited to commencing a dispute as set forth in Section 18.

Subcontractor shall make payment to sub-subcontractors and suppliers in an amount equal to the percentage of completion allowed to Subcontractor on account of its Work. Sums paid to Subcontractor for the performance of the Work Order shall be used for labor, services, and material provided under the Word Order, and shall not be used to satisfy the obligations of subcontractor on other contracts. Subcontractor further agrees that its full performance of the Work Order shall not constitute an exception to the conditions set forth in this Section. Subcontractor agrees that this Section shall also constitute a condition precedent to any claim against any payment bond in effect on the project. Notwithstanding anything to the contrary in the Work Order, and without prejudice to any other right or remedy it has or may have, Contractor may, without notice to Subcontractor, set off or recoup any liability it owes to Subcontractor against any liability for which Contractor determines Subcontractor is liable to Contractor, whether liability is matured or unmatured, liquidated or unliquidated or arises under the Work Order.

14. Representations and Warranties.

a. Subcontractor represents and warrants that represents and warrants to Contractor that all materials and equipment furnished under the Work Order will be new unless otherwise specified, and that all Work shall be of the finest quality, free from faults and defects, and in conformance with the Work Order. All Work not so conforming to these standards may be considered defective and rejected. If required by Contractor, Subcontractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Subcontractor shall warrant all materials and workmanship furnished or performed hereunder to be free of defects for a period of one (1) year from date of acceptance by Owner of the entire project listed in the Work Order unless otherwise specified herein, and shall, at Subcontractor’s expense, promptly replace, repair, or correct any such defective materials or workmanship appearing within warranty period as set forth herein. If Subcontractor fails to do so, Contractor shall have the right to: receive a refund from Subcontractor for the full amount paid to Subcontractor for such Work, withhold from any future payments due to Subcontractor, or have the Work performed by another subcontractor and charge Subcontractor the costs to do so. Subcontractor shall submit and assign all factory warranties on equipment and materials installed by Subcontractor, and, at the option of Contractor, shall initiate an assignment to Contractor and/or assigns, a service agreement with a local service agency covering all equipment, workmanship, and materials so installed. The warranty provided in this Section and elsewhere in the Contract Documents shall be in addition to and not in limitation of any other warranty or remedy required by law or by the Contract Documents.

b. Subcontractor further represents and warrants to Contractor that: (i) it has the right to enter into the Work Order, to grant the rights granted herein, and to perform fully all of its obligations in the Work Order; (ii) its entering into the Work Order with Contractor and its performance of the Work does not and will not conflict with or result in any breach or default under any other agreement to which it is subject; (iii) it has the required skill, experience, and qualifications to perform the Work, and that it shall perform the Work in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Work, and it shall devote sufficient resources to ensure that the Work is performed in a timely and reliable manner; and (iv) it shall perform the Work in compliance with all applicable federal, state, and local laws, orders, and regulations, including by maintaining all licenses, permits, and registrations required to perform the Work.

c. Subcontractor further represents and warrants that prior to the commencement of the Work, Subcontractor has read, acknowledged, and fully understood the applicable material installation instructions associated with the materials specified for installation in the Work Order. Subcontractor is expressly responsible for any failure in adhering to any applicable installation instructions, in whole or in part, and agrees to indemnify, defend, and hold harmless Contractor for any Losses arising in connection with same.

d. If Contractor provides Subcontractor with certain parts or products (“Parts”) Subcontractor must use the Parts provided by Contractor. Subcontractor shall be responsible for storing and protection of its materials and any Parts. Upon Subcontractor’s receipt of the Parts, Subcontractor shall be liable for any damage, theft, or loss of the Parts. Subcontractor will not have, or at any time acquire, any right, title, or interest in the Parts, except the right to possession and use as provided for in the Work Order. As between Contractor and Subcontractor, Contractor will be the sole owner of the Parts. If Subcontractor cannot use the Parts provided by Contractor, Subcontractor must contact Contractor with a detailed explanation and must receive approval from Contractor before proceeding with the Work using alternate parts or products. If the Parts are delivered to Subcontractor damaged, or Subcontractor otherwise does not utilize the Parts for the Work Order, Subcontractor must contact Contractor for returned goods authorization.

15. Confidential Information.

a. Subcontractor, its Affiliates, agents, servants, and employees understand that Contractor and/or its Affiliates may provide information, including Confidential Information, which is needed for Subcontractor to perform in accordance with its obligations hereunder. Subcontractor understands and agrees that it will use Contractor’s (including its Affiliates) Confidential Information only in connection with and to the extent necessary to accomplish the purposes of the Work Order and in the manner described hereunder or as required to comply with a court order, administrative subpoena or order, or applicable governmental regulation, ordinance, or statutory requirement.

b. Subcontractor shall maintain in confidence all Confidential Information received from Contractor or its Affiliates, and Subcontractor shall not use any Confidential Information for its own benefit or for the benefit of another, except for the limited purpose described hereunder. Subcontractor will not disclose Confidential Information to anyone without Contractor’s prior written consent or as otherwise permitted by the Work Order. Subcontractor shall use best efforts to avoid disclosure, dissemination or unauthorized use of Confidential Information.

c.  Subcontractor shall restrict the possession, knowledge and use of Confidential Information to its directors, officers, employees, contractors, agents, legal and accounting advisers, and entities controlled by Subcontractor (collectively, “Personnel”), who (i) have a need to know the Confidential Information in connection with the Agreement, (ii) are informed of the confidential nature of the Confidential Information, and (iii) have obligations with respect to the Confidential Information that are consistent with and no less restrictive than those listed in this Agreement. Subcontractor shall be responsible for any unauthorized use or disclosure of the Confidential Information by any of its Personnel.

d. All Confidential Information will remain the sole and exclusive property of Contractor. Contractor’s disclosure of Confidential Information will not constitute an express or implied grant to Subcontractor of any rights to or under the Contractor’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. Except to the extent permitted by applicable law in the absence of any express license or other grant of rights, Subcontractor will not use any trade name, trademark, logo or any other proprietary rights of Contractor (or any of its Affiliates) in any manner without prior written authorization of such use by Contractor’s Chief Executive Officer.

e. The Confidential Information shall not be photocopied, reproduced, or distributed to others at any time without the prior written consent of Contractor, except as otherwise authorized herein. Within five (5) days following: (i) termination of the Work Order; (ii) the accomplishment of the purposes for which the Confidential Information was provided; or (iii) receipt of a written notice from Contractor requesting return or destruction of the Confidential Information, Subcontractor, and/or any Personnel will promptly return all originals, and return or destroy copies, transcriptions, or other reproductions of the Confidential Information in its possession to Contractor. Subcontractor shall, in such event, use its best efforts to make certain that no copies of the Confidential Information are retained in its possession following the return of such Confidential Information.

f. The parties acknowledge and agree that Contractor and/or its Affiliates would be irreparably harmed if any of the Confidential Information disclosed by Contractor or its Affiliates were to be disclosed to any third party, or if any use were to be made of the Confidential Information other than as specified in the Work Order, and each further agrees that Contractor shall have the right to seek and obtain, without having to post bond or other security, preliminary and permanent injunctive relief upon any violation or threatened violation of the terms of this Section 15 in addition to all other rights and remedies available at law or in equity.

g. The obligations in this Section 15 will survive termination of the Work Order for any reason.

16. Intellectual Property.

a. Contractor is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Work and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, Parts, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Work or other work performed in connection with the Work or the Work Order (the “Work Product”) including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Subcontractor agrees that any Work Product is hereby deemed "work made for hire" as defined in 17 U.S.C. § 101 for Contractor and all copyrights therein automatically and immediately vest in Contractor. If, for any reason, any Work Product does not constitute “work made for hire” Subcontractor hereby irrevocably assigns to Contractor, for no additional consideration, its entire right, title, and interest throughout the world in and to the Work Product, including all Intellectual Property Rights therein, including the right to apply for and register such Intellectual Property Rights, and to sue for past, present, and future infringement, misappropriation, or dilution thereof.

b. To the extent any copyrights are assigned under this Section 16, Subcontractor hereby irrevocably waives and will cause all of its Subcontractor Personnel to waive, in favor of Contractor, to the extent permitted by applicable law, any and all claims it may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply.

c. Upon the request of Contractor, during and after completion of the Work Order, Subcontractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist Contractor to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event Contractor is unable, after reasonable effort, to obtain Subcontractor’s signature on any such documents, Subcontractor hereby irrevocably designates and appoints Contractor as its agent and attorney-in-fact, to act for and on Subcontractor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if Subcontractor had executed them. Subcontractor agrees that this power of attorney is coupled with an interest.

d. As between Subcontractor and Contractor, Contractor is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, Parts, methodologies, software, and other materials provided to Subcontractor by Contractor (“Contractor Materials”), including all Intellectual Property Rights therein. Subcontractor has no right or license to reproduce or use any Contractor Materials except solely during the Term to the extent necessary to perform Subcontractor’s obligations under this Subcontractor. All other rights in and to Contractor Materials are expressly reserved by Contractor. Subcontractor has no right or license to use Contractor's trademarks, service marks, trade names, logos, symbols, or brand names.

17. Term and Termination. The Work Order shall commence as of the effective date of the Work Order and shall continue thereafter until the completion of the Work. Notwithstanding anything contained herein to the contrary, Contractor may, without cause and for any reason whatsoever, terminate the Work Order, in whole or in part, at any time upon notice (whether oral, written, or through electronic communications) to Subcontractor. In such event, Contractor shall be liable to Subcontractor only for cost of Work actually performed by Subcontractor at the time of said notice and for no further compensation or damage.

18. Governing Law and Venue. The Work Order shall in all respects be interpreted, construed in accordance with, and governed by, the internal laws of the state in which the project is performed, without regard to its rules on conflict of laws. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the local, state, and federal courts located in the state in which the project is performed in any action, suit, or proceeding relating to, or in connection with, the Work Order. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY WORK ORDER, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

19. Miscellaneous.

a. The Work Order, including any exhibits, schedules, attachments, and appendices,  constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of the Work Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Work Order or invalidate or render unenforceable such term or provision in any other jurisdiction.

b. Subcontractor shall be responsible for determining the location of, and for any damage caused by it to, any underground objects, including but not limited to sewer, water, gas, electric or telephone lines, cables, pipes, and tunnels.

c. Subcontractor shall obtain and pay for all taxes, permits, licenses, and official inspections made necessary by its Work and comply with all laws, ordinances, and regulations relating thereto.

d. It may be necessary to occupy a portion of the Work which has been either partially or fully completed by Subcontractor prior to final inspection or acceptance by the Owner. Such occupancy shall not relieve Subcontractor of its guarantee of Work or modify the warranty period described above.

e.  Subcontractor shall use best efforts to furnish to Contractor such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions as may be necessary or appropriate to carry out the provisions of the Work Order in order to give effect to the transactions contemplated hereby.

f. The Work Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Work Order signed electronically and delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Work Order.

g. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Work Order shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

h. The Work Order may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. Any such modification or alteration without said consent shall void the entire agreement.

i. In the event that any party institutes any legal suit, action, or proceeding against the other party to enforce the covenants contained in the Work Order (or obtain any other remedy in respect of any breach of the Work Order or arising out of the Work Order), the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.

j. The parties agree that irreparable damage would occur if any provision of the Work Order were not performed in accordance with the terms hereof and that the parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

k. Subcontractor may not assign the Work Order or any monies due, or to become due, hereunder without the prior written consent of Contractor.

l. The Work Order and the documents referred to herein sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them.

m. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.