1. Performance. BY SIGNING CORBINS BID PROPOSAL, AND/OR CORBINS SERVICE LEVEL AGREEMENT (SLA), THE CUSTOMER AGREES TO BE BOUND BY THE SCOPE OF WORK, AND PRICE AND/OR RATES CONTAINED THEREIN, SUBJECT TO, AND LIMITED BY THE INCLUSIONS, EXCLUSIONS, AND CLARIFICATIONS, ALL THE TERMS AND CONDITIONS OF THOSE DOCUMENTS, AND THESE STANDARD TERMS AND CONDITIONS AS STATED HEREIN (THE “AGREEMENT”).  Corbins shall begin The Work as directed by the Customer, and in strict accordance with Corbins Bid Proposal with the Inclusions, Exclusions, and Clarifications (the “Proposal”), that is attached hereto or incorporated by reference and made a part of this agreement as if fully set forth herein.  Corbins shall perform The Work to the highest degree of quality as required by the Contract Documents and to or exceeding Industry Standards; (i) complete the Work according to the Plans and Specifications and in accordance with all applicable laws, ordinances, and regulations (including obtaining all applicable and necessary licenses, permits, inspections, etc.) and using materials, fixtures, and workmanship in accordance with the specifications and design documents provided by Customer; (ii)  Corbins shall cooperate and confer with Customer or their designee to insure satisfactory progress of the Work and address any issues that may arise as a result of the Work; (iii) maintain a safe worksite including the implementation and supervision of a safety program to comply with all applicable Federal and State law; (iv) promptly discharge and indemnify the Customer against any and all liability for third party Construction Liens and/or Claims arising against the Project to the extent caused by the negligent acts or omissions of Corbins or by anyone for whom Corbins is legally responsible.
  2. Additional Services.  Changes to the Scope of Work shall occur only by means of a Written Change Order providing an increase or decrease in Scope with a direct corresponding increase or decrease in Price and/or an increase or decrease in the time to complete.
  3. Payment, Fees and Expenses. Unless otherwise provided on the Proposal, all fees and expense are due upon invoicing and Customer shall pay fees and expenses as set forth therein, and in full compliance with State Statutes governing the prompt payment for Construction Services, and in full accordance with Prompt Payment Laws, Customer agrees to pay 1.5% monthly interest for any and all late payments made to Corbins.
  4.  In the event that any Goods or Services to be provided to Customer by Corbins under this Agreement are exempt from sales tax, or any similar taxes of any federal, state or local government authority, Customer may provide Corbins with a valid executed tax exemption certificate to obtain or claim such exemption, and Corbins shall not collect such taxes from or charge such taxes to Customer.  In the event that a tax exemption is not available or should any government authority request that Corbins collect taxes from Customer, Corbins shall be entitled to invoice Company for taxes due on Goods or Services under this agreement.
  5. Confidentiality. Neither party will disclose the other party’s Confidential Information to any third party except (a) under an identical confidentiality restriction to the receiving party’s employees or consultants who have a need to know in order to carry out the services; or (b) when compelled by a court or other government agency (with as much advance notice to the disclosing party as reasonably possible). The receiving party will treat Confidential Information in the same manner as its own Confidential Information, but with a minimum of a reasonable degree of care. “Confidential Information” means information that one party discloses to the other party under this agreement and that is marked as confidential or would normally be considered confidential information under the circumstances but does not include information that is independently developed by the receiving party, is rightfully given to the receiving party by a third party without restriction as to disclosure or becomes public through no fault of the receiving party.
  7. Indemnification. Each party will Defend, Indemnify and Hold Harmless the other party and its affiliates, directors, officers, and employees against any and all liabilities, expenses, or related costs (including without limitation, court costs and legal fees) (“Damages”), to the proportionate extent caused by the gross negligence or willful misconduct of the indemnifying Party or anyone for whom that Party is legally responsible, in connection with any third party claim (including without limitation a government agency action) for: (a); the death or bodily injury to any person or the destruction or damage to any property, during the performance of Services under this Agreement, or (b) A Party’s disclosure of the other Party’s Confidential Information in breach of this agreement; or (c) A Party’s negligence or willful misconduct in violation of applicable law. The foregoing indemnities are contingent upon the party seeking indemnity giving prompt written notice to the indemnifying party of any claim, demand or action, and cooperating with the indemnifying party in the defense or settlement of any such claim, demand or action.
  8. Corbins agrees to maintain at all times during the term of the project and for a period of one (1) year thereafter, insurance to protect both Parties from any claims for damage to property or for bodily injury, including death, caused by Corbins during the performance of the Work and under any workers compensation act or other employer’s liability law, limited to the amounts of coverages found within the Certificate of Insurance (COI) attached herein, containing endorsements naming Customer, and Owner, as Additional Insureds, with a Waiver of Subrogation, and as Primary Non-Contributory as applicable.   Corbins will provide thirty (30) days’ written notice of cancellation, non-renewal, or any material change to the insurance policies if the same occurs within the maintenance period.  Upon request, Corbins shall provide a project specific COI to Customer.  If Corbins hires any subcontractor to perform Work under this Agreement, each subcontractor will be required to comply with the terms and conditions for insurance coverage set forth herein.
  9. Corbins guarantees to Customer that the Work shall conform to the requirements set forth in the Contract Documents; shall be in accordance with Industry Standards, all materials shall be new and of high quality and free from defects; and will not infringe on any copyright, patent, trade secret, or other proprietary right held by any third party. Corbins warrants the Work, including materials and labor, for one (1) year from final completion, and shall transfer all manufacturers’ warranties to Customer upon the completion of the Work, and shall correct all deficient aspects of the Work that may arise during the warranty period at its sole expense.
  10. Dispute Resolution. Pending resolution of a Dispute, Corbins shall continue diligent performance of the Work not in Dispute, provided Customer shall continue with payment of amounts earned not in Dispute. In the event of any dispute or controversy arising out of or relating to the Work or the Contract which the Parties have been unable to settle within a period of thirty (30) calendar days after the dispute or disagreement arises, the Parties shall seek mediation to attempt to resolve such claim, dispute or controversy before a mutually agreeable mediator. If no resolution is found after a reasonable time, then upon written notice or on the demand of either party, the parties shall be referred to and finally resolved by Binding Arbitration in accordance with the rules of the American Arbitration Association (the “AAA”) then in effect.  In the absence of a statutory requirement, each party to a dispute will bear its own legal costs and expenses incurred with respect to such mediation, arbitration or other proceeding.
  11. Default and Termination. This Agreement will terminate as of the date Corbins completes the last of the Services. Notwithstanding the foregoing, either party may terminate this agreement for convenience upon 10 days written notice to the other party. In the event that either Party defaults in the performance of its obligations or duties under this Agreement, the other Party shall be entitled to terminate this Agreement for cause and/or pursue any remedy at law or in equity for specific performance of this Agreement.  In the event of the termination of this Agreement, Corbins shall be paid for all services rendered under this agreement up to and inclusive of the date of cancellation, including without limitation reasonable Overhead and Profit, Labor, Materials, Fees due for early cancellation of any Rental Equipment Contract and/or Site Demobilization costs, and any and all other costs Corbins incurs from the early termination of this Contract.
  12. Survival. Any section or provision which, by its sense and context, is intended to survive expiration or termination of this Agreement, shall survive expiration or termination of this agreement.
  13. Deliverables. Title to any “Deliverables” delivered to Customer as part of the Services will pass to Customer upon payment and subsequent delivery thereof. However, Corbins shall retain title to any Background IP. “Background IP” means all intellectual property owned or licensed by Corbins (a) before starting the Services; or (b) independent of the Services.
  14. Independent Contractor. The parties agree that Corbins is an Independent Contractor.
  15. Force Majeure. Neither party hereto shall be responsible for any failures to perform its obligations under this Agreement (other than obligations to pay money) caused by an event reasonably beyond its control, including but not limited to, disease, epidemic, pandemic, wars, riots, labor strikes, natural disasters, or any law, regulation, ordinance, or other act or order of any court, government, or governmental agency. A Force Majeure event does not include an act of negligence or intentional wrongdoing by either Party. Upon either party’s claiming a Force Majeure event, the parties shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. All Parties shall act in good faith and use their best efforts to mitigate the effects of such Force Majeure event, remedy the inability to perform, and resume full performance of obligations hereunder.
  16. Entire Agreement; Amendments and Waiver; Severability. This agreement, together with the Contract Documents, sets out all the terms agreed between the parties and supersedes all other agreements between the parties, oral or written, relating to its subject matter. In entering into this agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty except those expressly set out in this agreement. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this agreement, and neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement. If any term (or part of a term) of this agreement is invalid, illegal or unenforceable, the rest of this agreement will remain in effect.
  17. The parties’ rights and remedies hereunder are cumulative and in addition to all rights and remedies at law and in equity. No delay in exercising or failure to exercise a right or remedy shall impair that or any other right or remedy or be construed as a waiver of any such right or remedy. If any provision of this Agreement shall for be held void or unenforceable, the remaining provisions shall remain in full force and effect. Headings do not constitute a part of this Agreement.  No amendment or modification of this Agreement shall be binding upon either party unless made in writing and executed by duly authorized representatives of both Parties.  The descriptive headings of the articles and sections of this Contract are inserted for convenience only and are not intended to and shall not be construed to limit, enlarge or affect the scope or intent of this Contract or the meaning of any provision herein.
  18. Governing Law; Venue. This Agreement shall be governed by the State laws wherein the project is located.  Any litigation under this Agreement shall be brought and maintained solely in the appropriate federal or state court located in the State wherein the project is located. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT.
  19. Notices. Notices under this agreement are only effective when delivered in writing via certified mail or overnight delivery to the address for a party listed on the Bid Proposal, or by email with return receipt that is listed on the Bid Proposal.
  20. Signatures. The parties may execute this Agreement using electronic signatures, electronic copies, and counterparts, by signing either Corbins Service Level Agreement, or by signing Corbins Proposal, or if unsigned by either party, it shall be agreed that all terms and conditions herein are accepted by both parties, binding upon the parties hereto, and are hereby fully executed upon the start of the work defined within the Proposal. The Terms shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate.