Subcontractors Agreement

Sub-Contractor Agreement

This Agreement is made between WISE Building Technologies ("Contractor") and All Subcontractors, Companies and/or Individuals performing work for WISE Building Technologies or registered as Subcontractors at https://www.wisebt.com/subcontractor-registration collectively referred to as (“Subcontractor” or “Subcontractors”) in service of customers of Wise (“Owner” or “Owners”);

1. Services to Be Performed

Subcontractor agrees to perform the services described in the Work Order or Service Order form, provided by WISE Building Technologies, which will be delivered hard copy or sent via email, prior authorizing the Subcontractor to perform any work. All the foregoing documents are a part of this Subcontract.

2. Investigation

Subcontractor has determined, by its own investigation and research, all the conditions affecting the work to be done and materials to be furnished and does not rely upon any representation by Contractor in connection therewith.

3. Payment

Subcontractor shall be paid within a reasonable time after Subcontractor submits an invoice to Contractor. The invoice should include the following: an invoice number, the dates covered by the invoice, a summary of the work performed, pictures, and reference to the Work Order or Service Order.

Subcontractor agrees that Contractor shall be under no obligation to pay Subcontractor for any work done on the Project until Contractor has been paid therefor by Owner. The provisions hereof, stating the time of progress and final payments and the amount thereof, are subject to the condition that Contractor shall receive from Owner progress or final payments in at least the amounts payable to Subcontractor on account of work done by Subcontractor on the Project; otherwise, the time when such payments shall be due Subcontractor shall be postponed until Contractor has received same from Owner. Subcontractor expressly contemplates that payments to it are contingent upon Contractor’s receiving payment from Owner, Subcontractor expressly agreeing to accept the risk that it will not be paid for work performed by it if Contractor is not paid by Owner for such work. Subcontractor states that it relies primarily on payment for work performed on the credit and ability to pay of Owner, and not of Contractor, and thus Subcontractor agrees that payment by Owner to Contractor for work performed by Subcontractor shall be a condition precedent to any payment obligation of Contractor to Subcontractor. Subcontractor agrees that the liability of the surety on Contractor’s payment bond, if any, for payment to Subcontractor, is subject to the same conditions precedent as are applicable to Contractor’s liability to Subcontractor.

4. Expenses

Subcontractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes but is not limited to tools, materials, automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Subcontractor hires to complete the work under this Agreement.

5. Quality of Workers

Subcontractor shall provide supervision and workers of a quality commensurate with the usual requirements for the type of work being done. If, in the opinion of Contractor, Subcontractor’s supervision of workers is not of a satisfactory quality, Contractor shall so notify Subcontractor, and Subcontractor shall, within forty-eight (48) hours, initiate the necessary steps to remove disapproved personnel and replace them with personnel of qualifications acceptable to Contractor.

6. Commencement, Completion of the Work and Time Extensions.

Time is of the essence of this Subcontract. Subcontractor shall supply materials, labor, and equipment as necessary to commence its work when directed by Contractor. Subcontractor shall diligently pursue the completion of its work and coordinate its work with that being done on the Project by Contractor and other trades so that its work or the work of others shall not be delayed or impaired by any act or omission of an act by Subcontractor. Contractor shall have complete control of the Project and shall have the right to decide the time or order in which the various portions of the work shall be installed or the priority of the work of other subcontractors and, in general, all matters representing the timely and orderly conduct of the work of Subcontractor on the Project. Contractor may prepare a coordinated Progress Schedule for the benefit of Contractor and all subcontractors, and, if they do so, Subcontractor is required, after reasonable written notice, to provide Contractor promptly with such scheduling information as Contractor may demand and to perform its work in accordance with such Schedule or as it may be modified by Contractor as work progresses.

Should Subcontractor be obstructed or delayed in the prosecution or completion of the work as a result of unforeseeable causes beyond the control of Subcontractor and not due to its fault or neglect, including, but not restricted, to acts of God or of the public enemy, acts of the government, fires, floods, epidemics, pandemics, quarantine regulation, strikes, or lockouts, Subcontractor shall notify Contractor in writing within forty-eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Subcontractor may have had to a time extension or additional compensation on account of such delay. Contractor will transmit to Owner or Owner’s representative a request for an extension of time stating the cause of delay asserted by Subcontractor, and Subcontractor shall thereupon become entitled to only such extensions of time for completing the work as

Owner or Owner’s representative may grant, because of such unforeseeable causes, Owner’s or its representative’s decision on Subcontractor’s time extension request being final and conclusive upon Subcontractor.

No interruption, cessation, postponement, acceleration, delay, or other impact in the commencement of the work or in the progress thereof from any cause whatever, including, but not limited to, disputes, shall relieve Subcontractor of its duty to perform or give rise to any right to damages or additional compensation from Contractor, except to the extent that damages or additional compensation are paid to Contractor by Owner for the account of Subcontractor for such delay, interruption, cessation, postponement, acceleration, delay, or other impact. Payment of such damages or additional compensation to the Contractor by Owner is a condition precedent to the Subcontractor’s right to recover. For any interruption, cessation, postponement, acceleration, delay, or other impact in the commencement or progress of the work that results from acts or omissions of the Contractor for which the Contractor is not entitled to damages or additional compensation from the Owner, Subcontractor shall be entitled only to an extension of time as its sole remedy therefor and not to any damages or additional compensation. In any event, Subcontractor shall diligently proceed with the work as directed by Contractor.

7. Vehicle and Equipment

Subcontractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement.

8. Use Contractor’s Equipment

If Subcontractor uses Contractor’s equipment or facilities, Subcontractor shall reimburse Contractor at the rates set forth in the latest edition or publication of the Rental Rate Blue Book for Construction Equipment, published by Equipment Watch, unless otherwise agreed in writing or stated herein, plus the cost of all operating labor provided by Contractor in connection with the equipment, and a reasonable markup for overhead and profit. Further, in so doing, Subcontractor assumes all responsibility for and shall hold Contractor harmless from any claims, actions, demands, liabilities, or expenses, including, without limitation, attorney’s fees, expert fees, costs, or other expenses of whatever nature resulting from or proximately caused using such equipment or facilities by Subcontractor or its agents, employees, or permittees.

9. Protection of Work

Subcontractor shall fully protect its work and materials from loss or damage and shall bear the cost of any such loss or damage until final acceptance of Subcontractor’s work. If Subcontractor or its employees are responsible for any loss or damage to the work or materials of Contractor, Owner, Owner’s separate contractors, or any other subcontractor, it shall be charged with same, and any monies necessary to replace such loss or damage shall be deducted from monies due Subcontractor

10. Changes in the Work

(a) Contractor shall have the right at any time during the progress of the work to increase or decrease the Scope of the Work in the Subcontract. Promptly after being notified of
a change by Contractor, Subcontractor shall submit an itemized estimate of any cost increases or savings it foresees because of the change. It is expressly agreed that, except in an emergency endangering life or property, no additions or changes to the work shall be made except upon written order of Contractor, and Contractor shall not be liable to Subcontractor for any extra labor, materials, or equipment furnished without such written order. No officer, employee, or agent of Contractor is authorized to direct any extra or changed work by verbal order.
(b) Nothing herein contained shall excuse Subcontractor from proceeding promptly with the prosecution of the work as ordered in writing by Contractor, and failure to do so shall constitute a breach of this Subcontract. Subcontractor shall promptly perform changes ordered in writing by Contractor. The Subcontract Amount shall be adjusted in the manner as Contractor and Subcontractor shall mutually agree. A Contract Change Order shall be issued and executed promptly after an agreement is reached between Subcontractor and Contractor. If Contractor and Subcontractor are unable to agree on the proper adjustment to the Subcontract Amount for a change, Subcontractor shall, nevertheless, promptly perform said change, and the Subcontract Amount shall be adjusted as follows:
- (i) For changes initiated by Owner, Architect, or their representative, the Subcontract Amount shall be adjusted only in the amount approved by Owner for the change less the amount of Contractor’s markup on said work. Any statement herein to the contrary notwithstanding, in no event shall Contractor be liable to Subcontractor for an amount greater than the amount received by Contractor from Owner for such changes, less the amount of Contractor’s markup on said work.
- (ii) For changes initiated by Contractor, not pursuant to a change by Owner or Architect, the Subcontract Amount shall be adjusted only in the amount of the increase or decrease of Subcontractor’s direct labor, equipment, material, and subcontract costs (without overhead or profit markups) as a result of the change (including allowance for labor burden costs) plus an agreed upon markup for overhead and profit.
- (iii) If Subcontractor initiates a substitution, deviation, or change in the work which affects the Scope of Work or causes expense to Contractor or other contractors or subcontractors, Subcontractor shall be liable for the expenses thereof, including overhead and profit markups.

11. Defective Work and Claims

Without in any manner limiting Contractor’s other rights and remedies hereunder, payments otherwise due Subcontractor may be withheld by Contractor on account of defective work not remedied, claims filed, reasonable evidence indicating probability of filing of claims, failure of Subcontractor to make payments properly to its subcontractors or for material or labor, or a reasonable doubt that the Subcontract can be completed for the balance then unpaid. If any of said problems are not removed promptly, Contractor, after reasonable written notice, may rectify the same at Subcontractor’s expense. Contractor may offset against any sums due Subcontractor hereunder the amount of any liquidated or unliquidated obligations of Subcontractor to Contractor, whether or not arising out of the Contract Documents.

12. Liens

Where permitted by the laws of the state of the Project, Subcontractor, on behalf of itself, its employees, its sub-subcontractors and suppliers, and their employees, hereby waives, releases, and relinquishes in advance all rights to file any mechanic’s lien or other encumbrance against the Project, the real and personal property related thereto or any monies held by or on behalf of Owner. Subcontractor further shall take all steps necessary to effectuate such advance waiver of lien. The filing or effectuating of such encumbrance shall constitute a material breach of this Subcontract. Further, Subcontractor will save and keep the Project free from all mechanic’s liens and all other liens by reason of its work or of any materials or other things used by it therein. If Subcontractor fails to remove any lien by bonding it, or otherwise, Contractor, among other remedies, may retain sufficient funds out of any money due or thereafter to become due by Contractor to Subcontractor to pay the same and all costs incurred by reason thereof, and may pay said lien or liens and Contractor’s costs associated with the lien or liens including, without limitation, reasonable attorney’s fees, expert fees, costs, and any other expenses of whatever nature proximately caused thereby or incurred in connection therewith out of any funds at any time in the hands of Contractor owing to Subcontractor.

13. Independent Subcontractor Status

Subcontractor is an independent contractor, and neither Subcontractor nor Subcontractor's employees or contract personnel are, or shall be deemed, Contractor's employees. In its capacity as an independent contractor, Subcontractor agrees and represents, and Contractor agrees, as follows:

Subcontractor has the right to perform services for others during the term of this Agreement.
Subcontractor has the right to hire employees to provide the services required by this Agreement.
Subcontractor's employees or contract personnel may be required to wear uniforms provided by Contractor.
The services required by this Agreement shall be performed by Subcontractor, Subcontractor's employees, or contract personnel, and Contractor shall not hire, supervise, or pay any assistants to help Subcontractor.
Neither Subcontractor nor Subcontractor's employees or contract personnel shall receive any training from Contractor in the professional skills necessary to perform the services required by this Agreement.
Neither Subcontractor nor Subcontractor's employees or contract personnel shall be required by Contractor to devote full time to the performance of the services required by this Agreement.

14. Business Licenses, Permits, and Certificates

Subcontractor represents and warrants that Subcontractor and Subcontractor's employees, and contract personnel will comply, at its own expense, with all federal, state, and local laws and regulations applicable to the work covered by the Agreement including, but not limited to, those dealing with taxation, Worker’s Compensation, equal employment, and safety as well as any safety rules or policies promulgated by Contractor or Owner in connection with the Project; and

Subcontractor shall save and hold harmless Contractor from any and all liability and damages, fines, costs, and attorney’s fees, expert fees, or other expenses incurred by Contractor or proximately caused on account of Subcontractor’s failure to comply with all laws and governmental regulations applicable to the work.

All permits (except Contractor’s main building permit), licenses, and easements necessary for the prosecution of Subcontractor’s work shall be procured and paid for by Subcontractor. Subcontractor shall give all notices and comply with all laws, ordinances, rules, and regulations bearing on the conduct of the work as drawn and specified. If Subcontractor observes that drawings and specifications are at variance therewith, it shall promptly notify Contractor in writing. If Subcontractor knowingly performs any work contrary to such laws, ordinances, rules, and regulations without such notice to Contractor, it shall bear all costs arising therefrom.

15. Insurance

Contractor shall not provide insurance coverage of any kind for Subcontractor or Subcontractor's employees or contract personnel. Subcontractor shall obtain and maintain the following insurance coverage and maintain it during the entire term of this Agreement (and for one year thereafter, in the case of completed operations coverage) and pay for, and shall require its sub-subcontractors to procure, maintain during the progress of their portion of the Work (and for one year thereafter in the case of completed operations coverage), and pay for, the following types and minimum amounts of insurance::

(a) Automobile liability insurance covering each vehicle used in the performance of this Agreement -- including owned, non-owned (for example, owned by Subcontractor's employees), leased, or hired vehicles -- in the minimum amount of (matching Contractor’s insurance coverage limits) combined single limit per occurrence for bodily injury and property damage.
(b) Comprehensive or commercial general liability insurance coverage in the minimum amount of (matching Contractor’s insurance coverage limits) combined single limit, including coverage for bodily injury, personal injury, broad form property damage, contractual liability, and cross-liability.
(c) Workers’ compensation insurance in a form prescribed by the laws of the state of the Project, and with minimum limits as prescribed by the laws of the state of the Project, but in no event shall such limits be less than $500,000.

Before commencing any work, Subcontractor shall provide Contractor with proof of this insurance and with proof that Contractor has been made an additional insured under the policies.

16. Indemnification

To the fullest extent permitted by law, the Subcontractor shall indemnify, defend, and hold harmless the Contractor and Owner from and against any and all claims, damages, losses, demands, judgments, and costs of suit or defense, including, without limitation, attorney’s fees, expert fees, costs, and other expenses of whatever nature proximately caused by the dispute or incurred in connection therewith, and reimburse the Parties for any expense, damage or liability

incurred by Owner or Contractor whether for personal injury, property damage, direct or consequential damage, or economic loss arising or alleged to have arisen from the acts or omissions of Subcontractor, a sub-subcontractor, any Person directly or indirectly employed by them or any Person for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to any party or person. This indemnity obligation shall include, but not be limited to, claims made, or lawsuits filed by employees of Subcontractor or employees of any Person for whose acts Subcontractor may be liable, and claims made, or lawsuits filed by employees of Contractor and Owner. The foregoing indemnification does not apply to claims arising out of the gross negligence or willful misconduct of Contractor. Subcontractor further shall reimburse Contractor for all costs and expenses, including, without limitation, attorney’s fees, expert fees, and other expenses of whatever nature proximately caused by the dispute or incurred in connection therewith or to enforce these indemnity obligations.

17. Term of Agreement

This agreement will become effective when Subcontractor, it’s legal representative or registered agent completes the Subcontractor Registration form at https://www.wisebt.com/Subcontractor-registration and will terminate on the earlier of:

The date Subcontractor completes the services listed on its Work Order or Service Order.
The date a party terminates the Agreement as provided below.

18. Cleanup

Subcontractor shall keep the job site clean at all times of debris arising out of the work under this Subcontract. If Subcontractor’s debris is not removed from the job site within twenty-four (24) hours after Contractor directs such removal, Contractor may elect to remove the debris in question, and Subcontractor will be liable to Contractor for all expenses incurred by Contractor in connection with the removal effort, including a reasonable markup for overhead and profit.

19. Owner Approval

If Subcontractor declares bankruptcy, or there is an assignment for the benefit of creditors, then Subcontractor agrees that Contractor is a “critical vendor”, and Subcontractor will take all steps necessary to have Contractor designated as a “critical vendor” entitled to payment and all other statuses and priorities afforded to any of Subcontractor's other critical vendors.

20. Failure to Perform and Termination for Default

If Subcontractor (a) fails or refuses to proceed with or to perform its work properly as directed by Contractor, (b) fails or refuses to perform properly or abide by any terms, covenants, conditions, or provisions contained in this Subcontract or (c) fails or refuses to obey laws, ordinances, regulations, or other codes of conduct, Contractor shall have the right to terminate Subcontractor’s right to proceed under this Subcontract, upon compliance with the procedures set forth in the balance of this section. Contractor shall have the right to notify Subcontractor in writing of Subcontractor’s failure to comply.

If Contractor determines that Subcontractor has not remedied and cured the default or defaults in its performance within seven (7) calendar days following receipt by Subcontractor of written notice of said default or defaults or such shorter period as the circumstances may justify, in which case such shorter period shall be identified in Contractor’s written notice, then Contractor may, at its option, without releasing or waiving its rights and remedies against the Subcontractor’s sureties and without prejudice to any other right it may be entitled to hereunder or by law, terminate Subcontractor’s right to proceed under this Subcontract and take possession of the work and all materials, tools, equipment, and appliances of Subcontractor, take assignment of all of Subcontractor’s sub-subcontracts and purchase orders and complete Subcontractor’s work by whatever means, methods, or agency which Contractor may, in its sole discretion, choose. If Subcontractor’s right to proceed has been terminated, Subcontractor agrees that it shall not be entitled to receive any further payment until after the Project has been completed. Moreover, all monies expended and all of the costs, losses, damages, and extra expenses, including all management, administrative, and other direct and indirect expenses (including, without limitation, attorney’s fees, expert fees, costs, or other expenses of whatever nature) proximately caused by Subcontractor or incurred by Contractor incident to such completion, shall be deducted from the Subcontract Amount, and if such expenditures, together with said costs, losses, damages, and extra expenses, exceed the unpaid balance of the Subcontract Amount, Subcontractor shall pay promptly to Contractor, on demand, the full amount of such excess, including costs of collection, attorney’s fees, and interest thereon at the maximum legal rate of interest until paid.

Contractor’s determination of Subcontractor’s default or defaults and Contractor’s decision as to Subcontractor’s failure to remedy and cure said default or defaults upon notification of their existence, made by Contractor in good faith under the belief that a default or defaults existed under the terms hereof and that Subcontractor failed to remedy and cure said default or defaults, shall be conclusive as to Contractor’s right to proceed as herein provided. The liability of Subcontractor hereunder shall extend to and include the full amount of any and all sums paid, expenses and losses incurred, damages sustained, and obligations assumed by Contractor in good faith under the belief that such payments or assumptions were necessary or required (a) in completion of the work and in providing labor, materials, equipment, supplies, and other items therefor or re-letting the Subcontract and (b) in settlement, discharge, or compromise of any claims, demands, suits, and judgments pertaining to or arising out of the work hereunder. A sworn itemized statement thereof or the checks or other evidence of payment shall be prima facie evidence of the fact and extent of Subcontractor’s liability.

If, after notice of termination of Subcontractor’s right to proceed pursuant to this section, it is determined for any reason that Subcontractor was not in default, that its delays were excusable, or that Contractor is not entitled to the remedies against Subcontractor provided herein, then Subcontractor’s remedies against Contractor shall be the same as and limited to those afforded Subcontractor under the Termination for Convenience Section.

If the General Contract between Contractor and Owner is terminated for any reason prior to completion, Subcontractor, upon being notified by Contractor of such termination, shall immediately cease further work under this Subcontract. Subcontractor shall thereafter be entitled to no further compensation for its work or costs associated with the Project except to the extent that Owner pays to Contractor additional sums for the account of Subcontractor and then only in the amount of such payment.

21. Termination for Convenience

Contractor shall have the right to terminate this Subcontract without cause upon seven (7) calendar days’ written notice to Subcontractor. In the event of such termination for convenience, Subcontractor’s recovery against Contractor shall be limited to that portion of the Subcontract Amount earned through the date of termination, together with any retainage withheld, and Subcontractor shall not be entitled to any other, and further recovery against Contractor, including, but not limited to, anticipated profit on work not performed.

22. No Waiver

The failure of Contractor to enforce at any time or for any period of time any one or more of the provisions of this Agreement shall not be construed to be and shall not be a waiver of any such provision or provisions or of Contractor’s right thereafter to enforce any other provision.

23. Exclusive Agreement

Each of the Parties agrees and represents that this Agreement comprises the full and entire agreement between the Parties affecting the work contemplated, that no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts, work performed or payments made prior to the execution hereof shall be deemed merged in, integrated and superseded by this Subcontract.

24. Critical Vendor Status

25. Modifying the Agreement

This Agreement may be modified only by a writing signed by both parties.

26. Jurisdictional Disputes and Labor Problems

Subcontractor shall supply only labor and materials that will not cause labor disputes in the overall performance of Contractor’s work. In the event Subcontractor’s workers are involved in a jurisdictional dispute with other crafts on the Project or such workers refuse to work on the Project due to any other type of labor dispute or a picket line for any reason, Subcontractor shall take immediate steps to resolve such disputes. Failure to resolve such disputes immediately shall be deemed a material breach of this Subcontract Agreement, entitling Contractor to exercise its rights under the “Failure to Perform and Termination for Default” Section of this Agreement.

27. Resolving Disputes

(a) For claims by or against Subcontractor that involve the correlative rights, duties, and obligations of Contractor against Owner, Subcontractor expressly agrees that any action or proceeding against Contractor shall be brought in the location and manner agreed to between Owner and Contractor, subject to subsection (b) below. If arbitration or litigation is conducted by the Parties concerning any dispute between them which likewise involves an issue in dispute between Contractor and Subcontractor, then Subcontractor, if permitted by the arbitrators or the court, shall be allowed, as part of said arbitration or litigation, to participate as a neutral party and offer evidence with respect to any such issues. Even if Subcontractor is not a named party, Subcontractor shall participate and be bound by any such proceeding to the same extent Contractor is bound to Owner under the dispute or appeal provisions of any agreement between Owner and Contractor whether or not Subcontractor is a party to such proceedings. Subcontractor also expressly agrees that any action or proceeding commenced by Subcontractor shall be stayed pending the completion of related proceedings between the Parties. Contractor’s determination of whether any issue in dispute between Contractor and Subcontractor likewise involves an issue in dispute between Contractor and Owner shall be determinative of Subcontractor’s obligation to participate and be bound by the dispute resolution proceedings between Contractor and Owner.
(b) Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION CONTEMPLATED UNDER THE AGREEMENT OR ANY COURSE OF DEALINGS OR ACTIONS BY THE PARTIES RELATING TO THIS AGREEMENT. THIS JURY TRIAL SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
(c) If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party whether or not litigation is commenced.

28. Confidentiality

Subcontractor acknowledges that it will be necessary for Contractor to disclose certain confidential and proprietary information to Subcontractor in order for Subcontractor to perform duties under this Agreement. Subcontractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Contractor. Accordingly, Subcontractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Contractor without Contractor's prior written permission except to the extent necessary to perform services on Contractor's behalf.

Proprietary or confidential information includes:

the written, printed, graphic, or electronically recorded materials furnished by Contractor for Subcontractor to use
any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Contractor makes reasonable efforts to maintain the secrecy of
business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
information belonging to customers and suppliers of Contractor about whom Subcontractor gained knowledge as a result of Subcontractor's services to Contractor.

Upon termination of Subcontractor's services to Contractor, or at Contractor's request, Subcontractor shall deliver to Contractor all materials in Subcontractor's possession relating to Contractor's business within 10 days after completion of the Project. Subcontractor acknowledges that any breach or threatened breach of this section of this Agreement will result in irreparable harm to Contractor for which damages would be an inadequate remedy. Therefore, Contractor shall be entitled to equitable relief, including an injunction without the requirement of posting any bond, in the event of such breach or threatened breach of this Section of this Agreement. Such equitable relief shall be in addition to Contractor's rights and remedies otherwise available at law.

29. Proprietary Information.

A. The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Contractor, and Subcontractor hereby assigns to the Contractor all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Subcontractor retains no right to use the Work Product and agree not to challenge the validity of the Contractor’s ownership in the Work Product.

B. Subcontractor hereby assigns to the Contractor all right, title, and interest in any and all photographic images and videos or audio recordings made by the Contractor during Subcontractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.

C. The Contractor will be entitled to use Subcontractor’s name and/or likeness use in advertising and other materials.

30. No Partnership

This Agreement does not create a partnership relationship. Subcontractor does not have authority to enter into contracts on Contractor's behalf.

31. Claims by or Against Suppliers or Other Subcontractors

Should Subcontractor have a claim against Contractor or any other subcontractor or supplier of Contractor on the Project by reason of the acts or omissions of such other subcontractor or supplier, then Subcontractor shall make a claim directly against such other subcontractor or supplier and is hereby assigned and entitled to assert all rights that Contractor may have against such other subcontractor or supplier in connection with said claim. Said assignment shall be for the limited and express purpose of pursuing Subcontractor’s claim and, in consideration thereof, Subcontractor shall make no direct claim against Contractor and expressly waives all rights

against Contractor for any loss or expense which may reasonably be attributed to the act or omission of another subcontractor or supplier.

32. Assignment and Delegation

Subcontractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Contractor's prior written approval.

33. Applicable Law

This Agreement will be governed by Florida state law, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any litigation arising out of this Agreement will be brought solely in any state or federal court located in Miami-Dade County, Florida. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.