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1. SCOPE OF WORK. Contractor shall furnish all labor, materials, equipment, tools, supervision, and incidental items necessary to complete the work described in this Agreement ("Work"), which consists of: Construction services per attached plans and specifications, including all labor, materials, equipment, permits, site management, and cleanup. Contract includes a payment schedule of deposit, progress payments, and final payment with retainage held until final completion, a lien waiver process, substantial completion and punch list procedure, workmanship warranty, and change order process. Insurance, indemnity, and dispute resolution terms are set forth in the contract body.. 2. CONTRACT DOCUMENTS. The Work is governed by the following Contract Documents, listed in order of precedence in the event of conflict: (a) this Agreement and any executed Change Orders; (b) the Drawings identified in Exhibit A (Drawing List), consisting of Drawing Nos. Drawing Numbers, dated Drawing Date, as revised through Revision Drawing Revision Number/Letter; (c) the Project Specifications identified in Exhibit B, consisting of Division(s) Specification Divisions, dated Specification Date; (d) any other exhibits attached hereto. In the event of a conflict among the Contract Documents, the document of higher precedence controls. Figured dimensions on Drawings govern over scaled dimensions. Specifications govern over general notes on Drawings. 3. PRE-MOBILIZATION REVIEW. Before mobilizing, Contractor shall review all Contract Documents and visit the site. Contractor shall promptly notify Owner in writing of any errors, omissions, ambiguities, or conflicts discovered. Contractor who proceeds without giving such notice is not relieved of the obligation to perform in conformance with the Contract Documents, and assumes responsibility for any costs resulting from known or discoverable conflicts. 4. PERMIT OBLIGATIONS. {{#if contractor_pulls_permits}}Contractor shall apply for, obtain, and pay for all permits, inspections, and approvals required to complete the Work lawfully, and shall schedule all required inspections. Owner shall provide timely access, signatures, and documentation reasonably required to support permit applications.ElseOwner shall obtain and pay for the building permit. Contractor shall obtain and pay for all sub-trade permits (electrical, plumbing, mechanical) and shall schedule all required inspections.{{/if}} 5. ALLOWANCE ITEMS. The Contract Price includes the following Allowance Items listed in Exhibit C (Allowance Schedule): Allowance Items (reference to Exhibit C). Each Allowance Item represents an estimated amount only. Contractor shall notify Owner before an Allowance Item is expected to be exceeded. The actual cost of Allowance Items (including Contractor's overhead and profit at 10%) shall be used to adjust the Contract Price by Change Order when Owner's selections are finalized. Unused Allowance amounts are credited to Owner; costs exceeding Allowances are charged to Owner as Change Orders. 6. WORK NOT INCLUDED. Unless expressly stated above, the following are excluded from the Scope of Work: Excluded Work.

1. NO ORAL CHANGES. The Scope of Work may be changed, expanded, or reduced only by a written Change Order signed by both Owner and Contractor before the changed work begins. Oral agreements, email approvals, or course-of-conduct approvals do not constitute a Change Order and do not obligate Owner to pay for extra work. 2. CHANGE ORDER CONTENTS. Each Change Order shall state: (a) a description of the changed work; (b) the adjustment, if any, to the Contract Price (increase, decrease, or no change); (c) the adjustment, if any, to the Substantial Completion Date; and (d) any effect on the draw schedule or Schedule of Values. 3. PRICING CHANGE WORK. The parties shall price proposed Change Orders using the following methods, in order of preference: (a) Lump-sum agreement; (b) Unit prices stated in the Schedule of Values or agreed in writing; (c) Time-and-materials at the labor rates and material markup stated in Exhibit D (Rate Schedule), subject to the T&M cap in Section 5 below. 4. CONTRACTOR'S NOTICE OBLIGATION. If Contractor encounters conditions that Contractor believes justify additional compensation or time, Contractor shall provide written notice to Owner within 14 calendar days of discovering the condition. Failure to provide timely notice is a waiver of any claim arising from that condition. 5. T&M RECORDS. When Change Order work is performed on a time-and-materials basis, Contractor shall maintain daily time-and-material tickets itemizing hours by trade, materials by quantity and invoice, and equipment by type and hours. Owner's representative shall review and sign each daily ticket within 2 business days. Unsigned tickets may be rejected by Owner at final reconciliation unless Contractor proves Owner's representative was unavailable. 6. NO ABANDONMENT. Contractor shall not stop Work on the base Scope of Work because a Change Order proposal is pending. Contractor shall continue performing undisputed Work while any Change Order dispute is resolved under the Dispute Resolution clause.

1. CONTRACT PRICE. Owner shall pay Contractor the fixed Contract Price of Contract Price ($) (the "Contract Price") for full and complete performance of the Work, subject to additions and deductions by signed Change Order. 2. DRAW SCHEDULE. The Contract Price shall be paid in draws as set forth in Exhibit B (Draw Schedule). Each draw is due and payable within 30 calendar days after Contractor submits a proper Application for Payment demonstrating that the Work corresponding to that draw milestone has been substantially completed. 3. APPLICATION FOR PAYMENT. Each Application for Payment shall: (a) identify the draw milestone; (b) state the amount requested; (c) include the Schedule of Values showing percentage complete for each line item; (d) certify that all subcontractors and material suppliers have been paid for all prior completed work; and (e) be accompanied by any lien waivers required by the Retainage clause. 4. RETAINAGE. Owner shall withhold 5% from each progress payment as retainage until Substantial Completion. Upon Substantial Completion, retainage shall be reduced to Final Retainage After Substantial Completion (%)% of the original Contract Price, with the balance released to Contractor within 30 calendar days. Final retainage is released with the Final Payment per Section 6. 5. DISPUTED AMOUNTS. If Owner disputes any portion of an Application for Payment, Owner shall pay the undisputed portion within the payment period and provide written notice of the disputed amount and the basis for the dispute within 10 calendar days of receipt of the Application. 6. FINAL PAYMENT. Final Payment of the remaining Contract Price balance (including withheld retainage) is due within 10 calendar days after all of the following conditions are satisfied: (a) Substantial Completion has been certified; (b) Contractor has submitted a final Application for Payment; (c) Contractor has delivered executed unconditional lien waivers from Contractor and all subcontractors and suppliers; (d) all punch-list items have been completed; and (e) Contractor has delivered all warranties, as-built drawings, and operation manuals required by the Contract Documents. 7. INTEREST ON LATE PAYMENTS. Payments not made when due bear interest at 18% per annum from the due date until paid, without prejudice to Contractor's other remedies.

1. SCHEDULE OF VALUES REQUIRED. Before submitting the first Application for Payment, Contractor shall submit to Owner a Schedule of Values ("SOV") allocating the Contract Price across the line items or CSI divisions of Work. The SOV shall: (a) list each line item by description and dollar amount; (b) allocate the sum of all line items to equal the Contract Price exactly; (c) separately identify general conditions, mobilization, and any other preliminary cost items; and (d) separately identify each Allowance Item. 2. SOV APPROVAL. Owner shall review the SOV within 7 calendar days after receipt. Owner may reject any SOV that is materially unbalanced (i.e., that front-loads early work items beyond their proportionate value in a manner that would result in Owner overpaying for early work). If Owner rejects the SOV, Contractor shall resubmit a revised SOV within 5 business days. Contractor may not submit the first Application for Payment until the SOV is approved. 3. SOV AS PAYMENT BASIS. The approved SOV governs all Applications for Payment. Contractor shall update the SOV with percentage-complete notations for each line item in each Application for Payment. Partial completion of a line item shall be paid only in proportion to the value of the work actually completed within that line item. 4. MATERIALS STORED ON-SITE. Owner shall include in each progress payment the value of materials stored on-site that have been delivered and inspected, at 90% of Contractor's actual invoiced cost. Conditions for on-site stored-materials payment: (a) materials are suitably stored and protected against theft, vandalism, and weather damage; (b) Contractor has provided evidence of insurance covering stored materials; (c) title to the materials vests in Owner upon payment, free of any lien or encumbrance; and (d) Contractor has provided a bill of sale or delivery documentation. 5. MATERIALS STORED OFF-SITE. Owner shall include off-site stored materials in progress payments only with Owner's prior written approval, and only if: (a) Contractor provides a bill of sale conveying title to Owner free and clear; (b) Contractor provides an insurance certificate naming Owner as additional insured and loss payee covering the off-site location; (c) the materials are clearly marked as property of the Project and stored separately from other materials; (d) if the Project is financed, Contractor obtains lender's written consent; and (e) Contractor provides the address of the storage location. Off-site stored materials are paid at 80% of Contractor's actual invoiced cost. 6. CONTRACTOR'S RESPONSIBILITY UNTIL INSTALLATION. Payment for stored materials does not relieve Contractor of responsibility for the safekeeping, security, maintenance, and insurance of stored materials until they are incorporated into the Work. If stored materials are lost, stolen, damaged, or destroyed before incorporation, Contractor shall replace them at Contractor's sole cost.

§ [__]. Retainage / Retention. (a) Withholding. Owner shall withhold from each progress payment due to Contractor a retention amount equal to 5% of the gross amount of each approved pay application ("Retainage"). In no event shall total Retainage withheld exceed 5% of the Contract Price. On projects in California (Cal. Civ. Code § 8812, as amended by SB 61 eff. Jan. 1, 2026) or New York (for contracts exceeding $150,000), the Retainage rate shall not exceed five percent (5%), notwithstanding any higher rate stated in the Contract Documents. (b) Reduction / Step-Down. [If the Stepped Retention variant is selected:] Upon Contractor achieving Step-Down Trigger: Completion Percentage (%)% completion of the Work as certified by Completion Certifier (e.g., Owner's Architect, Project Manager), and provided no unresolved claims, stop payment notices, or liens are pending, the Retainage rate shall be reduced to 5% for all subsequent progress payments. Any reduction below the amounts specified in the preceding sentence requires Owner's prior written approval. (c) Subcontract Flow-Down. Contractor shall not withhold from any Subcontractor a retention percentage greater than the retention percentage Owner withholds from Contractor under this Agreement. If Owner reduces Contractor's retention, Contractor shall apply a corresponding reduction to each affected Subcontractor's retention within 10 days of receiving Owner's written authorization. (d) Release of Retainage. Owner shall pay all undisputed Retainage to Contractor within 30 days after Final Completion of the Work (as defined in § [__]), or within the time required by applicable prompt-payment statute, whichever is earlier. If Owner disputes any portion of Retainage, Owner may withhold only up to one hundred fifty percent (150%) of the good-faith disputed amount and shall pay all undisputed Retainage on schedule. (e) Subcontractor Retainage Release. Contractor shall release each Subcontractor's Retainage within seven (7) days after Contractor receives from Owner the corresponding Retainage funds attributable to that Subcontractor's scope of Work. (f) Interest on Late Retainage. Retainage not released by the applicable deadline shall bear interest at the rate of 1.5% per month (or the statutory rate, whichever is higher) from the date due until the date paid. (g) Texas Projects. On projects subject to Texas Property Code §§ 53.101–53.106, Owner shall at all times maintain a reserved fund in the amount required by statute (not less than ten percent (10%) of the contract price during the progress of the Work and for thirty (30) days thereafter) to secure the claims of subcontractors, laborers, and material suppliers. The reserved fund requirement is in addition to, and not in lieu of, any contractual Retainage provision. If Owner fails to maintain the required reserved fund, subcontractors and material suppliers shall have a direct lien right against the property for the deficiency.

Upon execution of this Agreement, Client shall pay Agency a non-refundable Engagement Fee of Engagement Fee Amount (USD) (the "Engagement Fee"). The Engagement Fee is earned by Agency in full upon receipt and constitutes compensation for the following specific consideration provided by Agency prior to and concurrent with receipt: (a) reserving and removing from the market the dedicated team capacity identified in Exhibit A for the duration of the Initial Term; (b) conducting the onboarding activities described in Exhibit E, including account audits, strategy development, access setup, and kickoff; and (c) foregoing other client engagements that would conflict with or diminish the quality of services provided to Client. The Engagement Fee is not a deposit held in trust, is not a retainer held for future application, and will not be credited against, deducted from, or otherwise offset against any monthly retainer invoice, unless expressly stated in the variant selected below. Client's obligation to pay the Engagement Fee arises at signing and is independent of whether Client ultimately commences or completes the engagement.

1. TYPES OF DIFFERING CONDITIONS. For purposes of this clause: (a) "Type I Condition" means a subsurface or latent physical condition at the Project site that differs materially from the conditions indicated or represented in the Contract Documents. (b) "Type II Condition" means an unusual physical condition at the Project site, of an unusual nature, that differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character described in the Contract Documents. 2. CONTRACTOR'S NOTICE OBLIGATION. If Contractor encounters conditions that Contractor believes may constitute a Type I or Type II Condition, Contractor shall: (a) stop the affected work immediately; (b) provide written notice to Owner within 10 calendar days of discovery, describing the observed condition and its location; and (c) take all reasonable steps to preserve the condition for Owner's inspection. 3. OWNER'S INVESTIGATION. Upon receipt of Contractor's written notice, Owner shall promptly investigate the reported condition. Owner may direct Contractor to continue performing unaffected portions of the Work during the investigation period. If Owner disputes that a Type I or Type II Condition exists, Owner shall provide a written denial within 5 calendar days of receiving Contractor's notice. 4. EQUITABLE ADJUSTMENT. If Owner determines, or it is otherwise established, that the encountered condition constitutes a Type I or Type II Condition, Owner shall grant Contractor an equitable adjustment in the Contract Price and/or Contract Time to compensate Contractor for the actual, documented additional cost and delay caused by the differing condition. No equitable adjustment shall be made for conditions that a competent contractor would have discovered through a reasonable pre-contract site investigation. 5. NOTICE AS CONDITION PRECEDENT. Contractor's timely written notice under Section 2 is a condition precedent to Contractor's right to an equitable adjustment under this clause. Contractor that proceeds with affected work without providing notice, or that fails to preserve the condition for inspection, waives any right to adjustment for that condition, except as Owner may waive this requirement in writing. 6. NO ADJUSTMENT AFTER FINAL PAYMENT. No request for equitable adjustment under this clause shall be considered after final payment has been made under this Agreement.

1. CONTRACT TIME. Contractor shall achieve Substantial Completion of the Work no later than Substantial Completion Date (the "Contract Completion Date"), subject to adjustment by signed Change Order or time extension granted under this clause. Time is of the essence. 2. TYPES OF DELAY. (a) "Excusable Delay" means delay caused by events beyond Contractor's reasonable control, including: fire, flood, earthquake, epidemic, acts of God, labor disputes not caused by Contractor, acts or omissions of Owner or Owner's other contractors, governmental action, or force majeure events as defined in the Force Majeure clause. Contractor shall receive a time extension (but no additional compensation) for Excusable Delay. (b) "Compensable Delay" means delay caused solely by Owner's act or omission, including Owner's failure to provide timely access, timely approvals, timely responses to RFIs, or Owner-furnished materials. Contractor shall receive both a time extension and compensation for its actual, documented additional costs for Compensable Delay. (c) "Inexcusable Delay" means delay caused by Contractor's own act, omission, or failure, including under-staffing, equipment failure, subcontractor default, or Contractor's failure to meet its own schedule. Contractor is not entitled to time extension or compensation for Inexcusable Delay. 3. LIQUIDATED DAMAGES. If Contractor fails to achieve Substantial Completion by the Contract Completion Date (as adjusted), Contractor shall pay Owner liquidated damages of Liquidated Damages Daily Rate ($) per calendar day of delay, from the Contract Completion Date until the date Substantial Completion is actually achieved. The parties agree that: (a) actual damages from late completion are difficult to calculate precisely; (b) the LD rate is a genuine pre-estimate of Owner's damages; and (c) the LD rate is not a penalty. Owner's right to liquidated damages is Owner's exclusive remedy for Contractor's delay in achieving Substantial Completion, unless Contractor's delay was caused by fraud, bad faith, or active interference. 4. TIME EXTENSION PROCEDURE. Contractor shall submit a written request for time extension within 14 calendar days of the onset of any Excusable or Compensable Delay. The request shall identify: (a) the cause of delay; (b) the anticipated duration; (c) the specific activities on the critical path affected; and (d) for Compensable Delay, the additional costs sought. Failure to submit a timely written request is a waiver of any time extension or compensation for that delay event. 5. CONCURRENT DELAY. Where delay is caused concurrently by Contractor and Owner, Contractor is entitled to a time extension for the period of concurrent delay but is not entitled to additional compensation during the period of concurrent delay. 6. NOTICE TO OWNER UPON DELAY DISCOVERY. Contractor shall notify Owner in writing within 5 calendar days of discovering any condition that may cause delay to the Substantial Completion Date, regardless of the cause.

Section [__]: Substantial Completion, Punch List, and Final Completion [SC-1] Definitions. (a) "Substantial Completion" means the stage in the progress of the Work when the Work, or a designated portion thereof, is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use, as confirmed by a Certificate of Substantial Completion issued pursuant to Section [SC-2]. (b) "Punch List" means the written list of items of Work that remain to be completed, corrected, or adjusted after Substantial Completion, each of which is minor in nature and does not impair the Owner's ability to occupy or use the Work for its intended purpose. (c) "Final Completion" means the stage at which: (i) all Punch List items have been completed to the Owner's reasonable satisfaction; (ii) the Contractor has submitted all closeout deliverables required by Section [SC-6]; and (iii) the Owner has issued written confirmation of Final Completion. [SC-2] Certificate of Substantial Completion. (a) When the Contractor considers the Work, or an agreed portion thereof, substantially complete, the Contractor shall submit to the Owner a written Notice of Substantial Completion accompanied by the Contractor's proposed Punch List. (b) Within 7 calendar days after receipt of the Contractor's notice, the Owner shall inspect the Work and either: (i) issue a Certificate of Substantial Completion ("CSC") in the form attached as Exhibit [__], which both parties shall execute; or (ii) provide the Contractor with a written statement of the specific reasons why the Work is not substantially complete. (c) If the Owner fails to respond within 7 calendar days, the Contractor may deliver a second written notice, and if the Owner again fails to respond within five (5) calendar days, Substantial Completion shall be deemed to have occurred on the date of the Contractor's first notice, subject to the Owner's right to supplement the Punch List within ten (10) days thereafter. (d) The CSC shall state: (i) the Date of Substantial Completion; (ii) the Owner's Punch List, which may supplement the Contractor's proposed list; (iii) the estimated cost of completing all Punch List items; (iv) the Punch List Holdback amount calculated pursuant to Section [SC-3]; and (v) the deadline for completion of all Punch List items. [SC-3] Punch List Holdback and Completion Deadline. (a) Upon issuance of the CSC, the Owner shall release all retainage withheld under Section [__] (Retainage), less a Punch List Holdback equal to 1.5 times (1.5x) the Owner's reasonable estimate of the cost to complete all Punch List items. (b) The Contractor shall complete all Punch List items within 14 calendar days after the Date of Substantial Completion (the "Punch List Deadline"), subject to extension only by written agreement of the parties or by excusable delay as defined in Section [__] (Contract Time and Delays). (c) If the Contractor fails to complete all Punch List items by the Punch List Deadline, the Owner may, after five (5) calendar days' written notice to the Contractor, engage other contractors or its own forces to complete the remaining items at the Contractor's expense. The Owner shall apply the actual reasonable cost of such completion against the Punch List Holdback and remit any surplus to the Contractor. If the cost of completion exceeds the Punch List Holdback, the Contractor shall pay the excess to the Owner within thirty (30) days of the Owner's written demand with supporting documentation. (d) The Owner shall not add new scope items to the Punch List after the CSC is issued. Any Work identified after CSC issuance that does not conform to the Contract Documents shall be addressed as a warranty claim under Section [__] (Workmanship Warranty and Defective Work). [SC-4] Effect of Substantial Completion. The Date of Substantial Completion shall: (i) stop the accrual of liquidated damages under Section [__] (Liquidated Damages), if applicable; (ii) commence the warranty period under Section [__] (Workmanship Warranty and Defective Work); (iii) transfer care, custody, and risk of loss of the Work to the Owner, except for areas where the Contractor is performing Punch List work; and (iv) trigger the Contractor's obligation to obtain and maintain only such insurance as is required for completion of the Punch List, as specified in Section [__] (Insurance). [SC-5] Final Completion and Final Payment. (a) Upon completion of all Punch List items, the Contractor shall submit to the Owner a written notice of Final Completion accompanied by all closeout deliverables specified in Section [SC-6]. (b) Within 5 calendar days after receipt, the Owner shall confirm Final Completion in writing or identify any Punch List items that remain incomplete with reasonable specificity. (c) Upon written confirmation of Final Completion and the Owner's receipt of all lien waivers and closeout documents required by Section [SC-6], the Owner shall release the Punch List Holdback and pay the final contract balance, if any, pursuant to Section [__] (Payment). [SC-6] Closeout Deliverables. As a condition of Final Completion and final payment, the Contractor shall deliver to the Owner: (i) final unconditional lien waivers from the Contractor and all subcontractors and material suppliers that provided labor or materials in excess of Lien Waiver Dollar Threshold (subcontractors/suppliers above this amount must provide final waiver) dollars ($Lien Waiver Dollar Threshold (subcontractors/suppliers above this amount must provide final waiver)); (ii) all operation and maintenance manuals, warranties, and as-built drawings; (iii) all keys, access codes, and control devices; (iv) a signed affidavit confirming all subcontractors and suppliers have been paid; and (v) any other deliverables identified in the Contract Documents.

Section [__]: Workmanship Warranty and Defective Work [WW-1] Express Warranty. (a) The Contractor warrants to the Owner that, for the period commencing on the Date of Substantial Completion and ending 12 months thereafter (the "Warranty Period"), all Work performed under this Contract shall: (i) conform to the Contract Documents; (ii) be free from defects in materials and workmanship; and (iii) comply with all applicable laws, codes, and regulations in effect as of the date of installation. (b) This warranty is in addition to, and does not limit, any statutory implied warranties applicable under the law of the state in which the Project is located, including but not limited to any implied warranty of habitability, fitness for a particular purpose, or non-statutory warranty arising under applicable case law. Nothing in this Section shall be construed to waive or disclaim any statutory warranty right that cannot be disclaimed under applicable law. (c) For consumer contracts (where the Owner is a natural person contracting for personal, family, or household purposes), this written warranty is subject to the Magnuson-Moss Warranty Act, 15 U.S.C. §§ 2301 et seq., and shall be construed as a "full" warranty unless designated otherwise in writing. Any limitation on the duration of an implied warranty shall not exceed the duration of this express written warranty. [WW-2] Warranty Remedy. (a) Within thirty (30) calendar days after receipt of the Owner's written notice describing a warranty claim with reasonable specificity as to the location and nature of the alleged defect, the Contractor shall: (i) inspect the claimed defect; and (ii) either commence and diligently pursue correction of confirmed defects, or provide the Owner with a written response explaining in reasonable detail why the Contractor disputes the claim. (b) If the Contractor disputes the claim, the parties shall follow the dispute-resolution procedure in Section [__] (Dispute Resolution). Pending resolution, the Contractor shall not be required to perform warranty repairs on disputed items, but shall cooperate with any inspection by a neutral third party. (c) Warranty repairs shall be performed at the Contractor's sole cost and expense, including all labor, materials, and incidental costs to access and restore areas disturbed during repair (e.g., drywall patching, painting, flooring replacement). (d) The Warranty Period for any repaired or replaced portion of the Work shall be extended by the duration of the original Warranty Period measured from the date the repair or replacement is completed. [WW-3] Warranty Exclusions. The Contractor's warranty obligations under this Section do not apply to defects or damage caused by: (i) the Owner's or any third party's misuse, abuse, or neglect of the Work; (ii) modifications to the Work made by parties other than the Contractor without the Contractor's prior written consent; (iii) normal wear and tear; (iv) acts of God, including earthquakes, floods, lightning, or other natural events of abnormal severity; (v) Owner-furnished materials or equipment, to the extent the defect is attributable solely to such Owner-furnished items; or (vi) failure by the Owner to perform maintenance obligations specified in the operation and maintenance manuals delivered at Final Completion. [WW-4] Equipment and Manufacturer Warranties. At Final Completion, the Contractor shall assign to the Owner, to the extent assignable, all manufacturer warranties and subcontractor warranties covering equipment, systems, and materials incorporated into the Work. The Contractor shall deliver all warranty documentation, registration forms, and contact information with the closeout deliverables required by Section [__] (Substantial Completion). Assignment of manufacturer or subcontractor warranties does not reduce the Contractor's obligations under Section [WW-1] for the balance of the Warranty Period. [WW-5] Latent Defects. Notwithstanding the expiration of the Warranty Period, the Contractor remains liable for latent defects — defects that could not have been discovered by reasonable inspection during the Warranty Period — to the fullest extent permitted by the applicable statute of limitations or statute of repose under the law of the state where the Project is located.

Section [__]: Right to Cure / Pre-Litigation Notice [RC-1] Mandatory Pre-Litigation Notice — General Construction. (a) Before commencing any litigation, arbitration (except as required to preserve a limitations period), or other formal legal proceeding arising out of an alleged defect, nonconforming work, or breach of the warranty obligations in Section [__] (Workmanship Warranty), the Owner shall first provide the Contractor with written notice of the alleged defect or breach (a "Cure Notice"). The Cure Notice shall: (i) identify the location and nature of the alleged defect or breach with reasonable specificity; (ii) include photographs or other documentation in the Owner's possession; (iii) state the Owner's contact information for scheduling an inspection; and (iv) be delivered by a method that creates a verifiable record of receipt (certified mail, overnight courier, or email with read receipt or delivery confirmation). (b) Upon receipt of a Cure Notice, the Contractor shall have 10 calendar days (the "Cure Period") in which to: (i) inspect the claimed defect at a mutually agreed time (with at least five (5) calendar days' advance notice); (ii) elect, by written notice to the Owner, to: (A) repair or correct the alleged defect; (B) offer monetary settlement in lieu of repair; or (C) dispute the claim in writing with a reasonably detailed explanation; and (iii) commence any elected repair work. (c) No action may be commenced by the Owner until the Cure Period has expired and the Contractor has either declined to cure, failed to complete the cure within a reasonable time after election, or the parties have failed to agree on a settlement. (d) Commencement of the Cure Period tolls any applicable statute of limitations or statute of repose for the duration of the Cure Period plus any additional period required to complete an elected repair. [RC-2] Emergency Exception. (a) The Cure Notice and Cure Period requirements of Section [RC-1] are waived where the alleged defect or condition poses an immediate and objectively verifiable threat to the health or safety of occupants or third parties, or poses risk of imminent material damage to property (an "Emergency Condition"). (b) In the event of an Emergency Condition, the Owner may take reasonable emergency remedial action without prior notice. The Owner shall, however, notify the Contractor as soon as practicable (and in no event later than 24 hours after commencement of emergency work) and shall: (i) document the emergency condition before and after remediation to the extent reasonably possible; (ii) preserve evidence of the alleged defect; and (iii) provide the Contractor access to inspect the remediated area. (c) The Owner may recover the reasonable, documented cost of emergency remediation from the Contractor only if the Owner demonstrates that: (i) a genuine Emergency Condition existed; (ii) the Contractor's Work was the proximate cause; and (iii) the costs incurred were reasonable and necessary. (d) Mischaracterization of a non-emergency condition as an Emergency Condition to circumvent the Cure Period is a material breach of this Contract by the Owner and may result in forfeiture of the Owner's right to recover emergency remediation costs. [RC-3] Sub-Tier Right to Cure. (a) Where the General Contractor (as Owner under a subcontract) seeks to backcharge, withhold payment from, or terminate a subcontractor for alleged defective work, the General Contractor shall first provide the subcontractor with a written Cure Notice meeting the requirements of Section [RC-1]. (b) The subcontractor shall have the same Cure Period as specified in Section [RC-1](b) to inspect and elect a remedy. (c) If the subcontractor timely elects to repair and diligently pursues the repair, the General Contractor shall not engage other contractors to perform the repair at the subcontractor's expense until the Cure Period has expired and the subcontractor has had a reasonable opportunity to complete the work. (d) Self-help repairs performed by the General Contractor without complying with this Section shall not be recoverable from the subcontractor.

Section [__]: Termination for Default, Convenience, and Suspension of Work [TD-1] Termination for Default — Owner's Right. (a) Events of Default. Any of the following shall constitute a Contractor Event of Default: (i) the Contractor refuses or fails to prosecute the Work, or any separable part thereof, with the diligence required to ensure completion within the Contract Time (as extended by approved Change Orders); (ii) the Contractor fails to pay subcontractors or suppliers as required by applicable law or this Contract, and such failure is not cured within ten (10) calendar days after the Owner's notice; (iii) the Contractor persistently disregards applicable laws, ordinances, rules, regulations, or orders of a public authority; (iv) the Contractor otherwise materially breaches the Contract and such breach remains uncured after the notice and cure period specified in Section [TD-1](b); (v) the Contractor becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed. (b) Notice and Cure. Before exercising its right to terminate for default under this Section, the Owner shall provide the Contractor with written notice identifying the Event of Default with reasonable specificity. The Contractor shall have 10 calendar days after delivery of such notice to cure the default, except that: (i) insolvency-related events under Section [TD-1](a)(v) require no cure period; and (ii) if the nature of the default is such that it cannot reasonably be cured within 10 days, the Contractor shall not be in default if it commences cure within 10 days and diligently pursues cure to completion within a reasonable time not to exceed thirty (30) additional calendar days. (c) Termination. Upon the Contractor's failure to cure within the applicable period, the Owner may, by written notice, terminate the Contractor's right to proceed with the Work in whole or, with respect to a separable portion, in part. (d) Owner's Remedies. Upon termination for default, the Owner may take over the Work and complete it by contract or otherwise. The Owner may take possession of and use any materials, equipment, tools, and construction equipment on the Project site owned by the Contractor that are necessary to complete the Work. The Contractor and its surety (if any) shall be liable for any excess cost to the Owner of completing the Work over the unpaid balance of the Contract Price at the time of termination. The Owner shall account to the Contractor for any savings realized if the cost of completion is less than the remaining unpaid Contract Price. (e) Default Deemed Converted to Convenience. If, after termination for default, it is determined by a court or arbitrator of competent jurisdiction that the Contractor was not in default, or that the default was excusable under Section [TD-3](d), the termination shall be deemed a Termination for Convenience under Section [TD-2], and the Contractor's recovery shall be calculated accordingly. [TD-2] Termination for Convenience — Owner's Right. (a) The Owner may terminate this Contract, in whole or in part, for the Owner's convenience and without cause at any time upon 30 calendar days' written notice to the Contractor. (b) Upon receipt of a notice of Termination for Convenience, the Contractor shall: (i) immediately stop Work to the extent specified in the notice; (ii) terminate all subcontracts and purchase orders related to the terminated Work, to the extent directed; (iii) preserve and protect all completed Work, materials, and equipment on site; and (iv) cooperate with the Owner in effecting an orderly transition of the Work. (c) Compensation Upon Termination for Convenience. In full satisfaction of all claims arising from a Termination for Convenience, the Owner shall pay the Contractor: (i) the Contract Price earned for Work satisfactorily performed and accepted prior to the effective date of termination, calculated on the basis of the Schedule of Values; (ii) direct costs reasonably incurred by the Contractor in demobilizing from the Project site, terminating subcontracts and purchase orders (limited to actual termination charges), and securing materials and equipment; and (iii) a termination fee of 10 percent (10%) of the Contract Price attributable to the terminated (unperformed) scope of Work, as set forth in the Schedule of Values. (d) No Lost Profits on Unperformed Work. Except for the termination fee in Section [TD-2](c)(iii), the Contractor shall not be entitled to anticipated profits, contribution to overhead, or consequential damages on Work not performed at the time of termination. (e) Contractor's Final Invoice. The Contractor shall submit a final invoice for termination costs within 5 calendar days of the effective date of termination. Claims not included in the final invoice are waived. [TD-3] Contractor's Right to Terminate for Non-Payment. (a) If the Owner fails to pay any undisputed amount due under this Contract within the time required by Section [__] (Payment Schedule), the Contractor may, after giving the Owner seven (7) calendar days' written notice, suspend all Work under this Contract until the overdue payment is received in full (including interest accrued at the rate specified in Section [__]). (b) If the Owner fails to pay the overdue undisputed amount within fourteen (14) calendar days after receipt of the Contractor's suspension notice, the Contractor may, upon an additional seven (7) calendar days' written notice (for a total of twenty-one (21) days from first notice), terminate this Contract for the Owner's failure to make payment. (c) Upon termination under this Section, the Contractor shall be entitled to: (i) payment for all Work performed and accepted to the effective date of termination, calculated on the Schedule of Values; (ii) reasonable, documented demobilization costs; (iii) lost profit on the terminated and unperformed scope of Work, calculated at the margin percentage set forth in the Contractor's bid or Schedule of Values; and (iv) interest on all overdue amounts at the rate specified in Section [__], or, if none, at the statutory prompt-payment rate applicable in the state where the Project is located. (d) Excusable Delay. The Contractor's obligation to complete Work within the Contract Time is excused for delays arising from causes beyond the Contractor's reasonable control, without fault or negligence of the Contractor, including but not limited to: acts of God, acts of a governmental authority, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. The Contractor shall notify the Owner in writing within ten (10) calendar days from the beginning of any such delay, identify the cause, and state the anticipated duration. Failure to provide timely notice shall not excuse the delay but may limit the Contractor's recovery for costs associated with the delay. [TD-4] Suspension of Work — Owner's Right. (a) The Owner may suspend the Work, in whole or in part, at any time by written notice to the Contractor (a "Suspension Notice"). The Suspension Notice shall identify the scope of suspended Work and the anticipated duration of the suspension. (b) Suspension Costs. If the Work is suspended for causes not attributable to the Contractor's fault or default, the Contract Price shall be equitably adjusted to compensate the Contractor for actual, reasonable, and documented costs directly caused by the suspension, including: (i) equipment standby or storage costs for equipment on-site at the time of suspension; (ii) extended supervisory and project management labor costs during the suspension; (iii) insurance and bond premiums allocable to the suspension period; (iv) reasonable demobilization and re-mobilization costs; and (v) documented material cost escalation for materials ordered before the suspension that must be re-ordered or re-priced after the suspension. (c) Constructive Termination. If any single suspension of Work exceeds ninety (90) calendar days in duration, the Contractor may, upon ten (10) calendar days' written notice to the Owner, elect to treat the continued suspension as a Termination for Convenience under Section [TD-2], and the Owner shall compensate the Contractor accordingly. This right does not apply to suspensions caused by the Contractor's fault or default. (d) Contract Time. An equitable extension of the Contract Time shall be granted for suspension periods under this Section.

Clause Number. SITE ACCESS AND RIGHT OF ENTRY Clause Number.1 Grant of Access. Owner grants Contractor, its employees, subcontractors, agents, suppliers, and equipment operators (collectively, "Contractor Parties") the right to enter and occupy the property located at Property Address (the "Site") during the Term solely for the purpose of performing the Work described in this Agreement. Clause Number.2 Access Hours. Contractor Parties may access the Site during the following hours without prior notice: Monday-Friday, 9:00 AM to 5:00 PM. Access outside these hours requires Owner's prior written or verbal consent, not to be unreasonably withheld. In the event of an emergency affecting the Site or the Work (including but not limited to water intrusion, structural instability, or hazardous conditions), Contractor may access the Site at any time and shall notify Owner as soon as reasonably practicable. Clause Number.3 Keys, Lockboxes, and Gate Codes. Owner shall provide Contractor the following access mechanisms within 5 business days of the Effective Date: Access Mechanism (keys, lockbox, gate code, etc.). Contractor shall maintain the confidentiality of all access codes and shall not duplicate keys or share access mechanisms with third parties other than Contractor Parties directly involved in performing the Work. Contractor shall return all keys, remotes, and access devices to Owner within 10 business days of Substantial Completion or earlier termination. Clause Number.4 Occupied Premises. If the Site is occupied by Owner or tenants during the Work: (a) Contractor shall provide Owner at least 24 hours' advance written notice (email acceptable) before accessing occupied interior spaces for inspections, measurements, or non-disruptive work; (b) Contractor shall minimize disruption to occupants' use of the premises and shall not unreasonably interfere with Owner's business operations or residential use; (c) Owner shall ensure that Contractor Parties have clear access to work areas and shall relocate furniture, personal property, and vehicles as reasonably necessary to allow Contractor to perform the Work; (d) Contractor is not responsible for loss or damage to Owner's personal property located in the work area unless caused by Contractor's gross negligence or willful misconduct. Clause Number.5 Utility Access. Owner shall ensure that Contractor has access to and use of the following utilities at the Site at no cost to Contractor: Available Utilities (electricity, water, etc.). If utilities are not available or are interrupted due to Owner's act or omission, Contractor may suspend Work and the schedule shall be extended day-for-day, or Contractor may arrange temporary utilities and add the documented cost to the Contract Price. Clause Number.6 Site Security. Contractor shall secure the Site and all access points at the end of each workday to the extent reasonably practicable. Contractor is not responsible for theft or vandalism by third parties unless Contractor failed to secure access points as required by this Section Clause Number.6 and such failure directly enabled the theft or vandalism. Clause Number.7 Owner's Right to Inspect. Owner and Owner's representatives (including lenders, inspectors, and architects) may enter the Site at any time during Access Hours to observe the Work, provided they do not unreasonably interfere with Contractor's operations. Owner shall provide Contractor reasonable advance notice of any third-party inspection and shall coordinate with Contractor to schedule inspections during times that minimize work disruption.

Clause Number. DEBRIS REMOVAL AND SITE CLEANUP Clause Number.1 Ongoing Cleanup Obligation. Contractor shall maintain the Site in a reasonably clean, safe, and orderly condition throughout the course of the Work. At the end of each workday, Contractor shall: (a) remove or securely stack all debris, scrap materials, and packaging that creates a tripping hazard or obstructs Owner's use of non-work areas; (b) secure or cover all tools, equipment, and materials to protect them from weather and theft; (c) sweep or vacuum dust and debris from work areas if work is being performed in an occupied space. Clause Number.2 Construction Debris Disposal. Contractor is responsible for removing and lawfully disposing of all construction debris, demolition waste, excess materials, packaging, and scrap generated by the Work ("Debris"), including but not limited to: drywall scraps, lumber offcuts, packaging materials, old fixtures removed during demolition, and empty containers. Contractor shall haul Debris to a licensed landfill, transfer station, or recycling facility at Contractor's expense unless otherwise specified in the Contract Price breakdown. Clause Number.3 Final Cleanup Standard. Upon Substantial Completion of the Work, Contractor shall perform a final cleanup of the Site to leave it in Broom Clean condition, as follows: (a) Broom Clean: All debris, dust, and scrap materials removed; floors swept; work areas free of construction waste. (b) Broom Clean Plus: Broom Clean standard, plus: windows cleaned of overspray and construction film; fixtures wiped down; floors mopped or vacuumed; HVAC vents and returns cleared of dust. (c) Move-In Ready: Broom Clean Plus standard, plus: detailed cleaning of all finished surfaces; appliances cleaned inside and out; final touch-up paint; all stickers, labels, and protective films removed. Clause Number.4 Owner-Supplied Dumpster. If Owner elects to provide an on-site dumpster or roll-off container for Debris disposal, Owner shall arrange delivery of a dumpster of size Dumpster Size (if Owner-supplied) to the Site before Work commences and shall be responsible for all rental fees, haul-away charges, and overage fees. Contractor shall use the Owner-supplied dumpster exclusively for Debris generated by the Work under this Agreement and shall not dispose of unrelated waste. If the dumpster reaches capacity before Substantial Completion, Party Responsible for Dumpster Refill (Owner / Contractor) shall arrange and pay for removal and replacement. Clause Number.5 Hazardous Materials Exclusion. This Section does not obligate Contractor to remove, transport, or dispose of any Hazardous Materials as defined in Section Hazardous Materials Section Reference. If Contractor encounters asbestos, lead paint, mold, contaminated soil, or other Hazardous Materials during the Work, Contractor shall stop work in the affected area and notify Owner immediately in accordance with Section Hazardous Materials Section Reference. Clause Number.6 Owner Personal Property. Contractor is not responsible for removing, disposing of, or storing Owner's personal property, furniture, old appliances (unless removed as part of the demolition scope), or non-construction waste. Owner shall remove all personal property from work areas before Contractor commences Work in those areas. If Owner fails to do so, Contractor may relocate Owner's property to a non-work area of the Site and shall not be liable for any damage during relocation unless caused by gross negligence or willful misconduct. Clause Number.7 Post-Completion Cleanup Punch. If Owner identifies cleanup deficiencies during the final walkthrough that prevent the Site from meeting the standard specified in Section Clause Number.3, Owner shall document them in the Punch List and Contractor shall correct them within 5 business days.

Clause Number. UTILITY SERVICE RESPONSIBILITY Clause Number.1 Temporary Utilities During Construction. Owner shall provide or arrange for the following utilities to be available at the Site throughout the Term at no cost to Contractor: Utilities Provided by Owner (electricity, water, etc.). If any required utility is not available at the Site as of the scheduled Work commencement date, Contractor may either: (a) delay commencement until the utility is available, in which case the Project schedule shall be extended day-for-day; or (b) arrange for temporary utility service (generator, water delivery, portable toilets, etc.) and add the documented cost to the Contract Price. Clause Number.2 Payment of Utility Costs. Party Paying Temporary Utility Bills (Owner / Contractor) shall pay all utility bills (electricity, gas, water, and sewer) incurred during the Term. If Party Paying Temporary Utility Bills (Owner / Contractor) is the Owner and utility service is interrupted due to non-payment or administrative disconnection, the Project schedule shall be extended day-for-day for the period of interruption, and Contractor shall not be liable for delays caused by utility interruption. Clause Number.3 Permanent Utility Connections. If the Work includes new permanent utility connections (electric service, water/sewer lateral, gas line connection, etc.), responsibility for arranging, permitting, and paying for each utility connection is allocated as follows: | Utility Type | Arrangement & Permit Responsibility | Payment Responsibility | |---|---|---| | Electric service / meter | Electric Service Arrangement Responsibility | Electric Service Payment Responsibility | | Water / sewer connection | Water/Sewer Arrangement Responsibility | Water/Sewer Payment Responsibility | | Natural gas connection | Gas Service Arrangement Responsibility | Gas Service Payment Responsibility | | Telecommunications (phone/internet/cable) | Owner | Owner | The Party responsible for arrangement shall initiate utility applications within 14 days of Utility Application Trigger Event and shall provide the other Party copies of all applications and approval letters. Clause Number.4 Utility Locate / Call Before You Dig. Before performing any excavation, trenching, boring, or ground disturbance, Contractor shall contact the applicable underground utility locate service (e.g., 811 / DigSafe) at least 48 hours in advance and shall not excavate until all utilities have been marked. Contractor shall use reasonable care to avoid damaging marked underground utilities. If Contractor damages a properly marked utility line due to negligence, Contractor shall be responsible for repair costs and any resulting delay. If an unmarked utility line or a utility line marked in the wrong location is damaged, Owner shall be responsible for repair costs unless Contractor had actual knowledge of the utility's location. Clause Number.5 Utility Interruption for Tie-Ins. If the Work requires temporary interruption of utility service to the Site or adjacent properties (e.g., to tie in new plumbing or electrical service), Contractor shall: (a) provide Owner and affected neighbors at least 5 days' advance written notice of the planned interruption; (b) schedule the interruption at a mutually convenient time; (c) minimize the duration of the interruption; and (d) restore service as promptly as reasonably practicable. Contractor is not liable for consequential damages resulting from planned utility interruptions for which proper notice was provided. Clause Number.6 Damage to Existing Utilities. If Contractor damages an existing utility line, meter, or connection serving the Site or an adjacent property, Contractor shall: (a) immediately notify the affected utility company and Owner; (b) take reasonable steps to mitigate the damage (e.g., shut off water at the main, disconnect power at the panel); and (c) arrange for the utility to perform emergency repairs. Contractor shall be responsible for the cost of repairing utility damage caused by Contractor's negligence or failure to follow locate markings. Owner shall be responsible for the cost of repairing utility damage caused by: (i) pre-existing defects in the utility infrastructure; (ii) unmarked or improperly marked utilities; or (iii) utilities located outside the area identified in locate markings.

OSHA Compliance — General Obligation. The Contractor shall comply with all applicable federal, state, and local occupational safety and health laws, regulations, and standards, including without limitation the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq., and the OSHA Construction Safety Standards at 29 C.F.R. Part 1926, as amended. Each Subcontractor is solely responsible for complying with the OSHA standards applicable to its own trade and for the safety of its own employees. Multi-Employer Worksite Policy. The parties acknowledge that OSHA's Multi-Employer Citation Policy (CPL 02-00-124) recognizes four employer roles on a multi-employer worksite: creating, exposing, correcting, and controlling employers. The Contractor designated as 'Controlling Employer' under this Contract exercises general supervisory authority over the Project Site and bears the duty to exercise reasonable care to prevent and detect safety violations by other employers on the Site. The Controlling Employer's duty is separate from and in addition to each employer's duty to protect its own employees. Site Safety Plan. Before commencing Work, the Contractor shall prepare and submit to Owner a written Site Safety Plan that includes, at minimum: (a) identification of the designated Site Safety Coordinator; (b) emergency action plan and emergency contact list; (c) fall protection plan for work at heights above Height triggering fall protection plan requirement (e.g., 6 feet per OSHA 1926.502); (d) hazard communication program and inventory of Safety Data Sheets (SDS) for all hazardous materials on-site; (e) confined-space entry procedures (if applicable); (f) scaffolding and ladder safety procedures; and (g) procedures for notifying Owner and emergency services of incidents. Contractor shall update the Site Safety Plan whenever material changes in Work or hazards occur. Toolbox Talks and Inspections. The Site Safety Coordinator shall conduct documented safety briefings ('toolbox talks') no less frequently than Frequency of toolbox talks (e.g., daily, weekly) and shall conduct documented site-safety inspections no less frequently than weekly. Records of toolbox talks and inspections shall be maintained on-site and made available to Owner and OSHA upon request. Right to Stop Unsafe Work. The Contractor may, and shall, immediately stop any Work or operation that presents an imminent danger to any person on the Project Site, regardless of which employer's employee is exposed. The Contractor shall notify Owner within 24 hours of any stop-work order issued for safety reasons. Work shall not resume until the unsafe condition is abated and, where required by law, confirmed by a qualified person. Incident Reporting. Contractor shall report to Owner and to OSHA (as required by 29 C.F.R. § 1904 and Part 1926) any work-related fatality within 24 hours, and any in-patient hospitalization, amputation, or loss of an eye within 24 hours of learning of the event. Contractor shall provide Owner with copies of all OSHA 300 logs, incident reports, and OSHA citations within 5 days of issuance. Removal of Unsafe Workers. Owner may request that Contractor remove from the Project Site any worker whose conduct creates an imminent danger to others. Contractor shall act promptly on any such request, provided that the right of removal does not relieve Owner of liability for its own safety obligations or create any employment relationship between Owner and the worker. Backcharge for OSHA Violations. If a Subcontractor's act or omission results in an OSHA violation attributable to the Subcontractor's work, the Contractor may backcharge the Subcontractor for: (i) the amount of any OSHA fine paid by the Contractor that is attributable to the Subcontractor's violation; (ii) the reasonable cost of abating the violation; and (iii) documented delay costs caused by any stop-work order attributable to the Subcontractor's violation, subject to the limitations of the Construction Anti-Indemnity clause.

Contractor's License. The Contractor represents and warrants that it holds, and shall maintain in active, valid, and unrevoked status throughout the duration of this Contract, all contractor licenses, registrations, and certifications required by the laws of State where the Project is located (e.g., California, Texas, Florida) and any applicable local jurisdiction for the Work described herein. The Contractor's license number and classification are stated on the face page of this Contract. If Contractor operates in multiple trades, each trade requiring a separate license shall be listed on the face page or in an exhibit. Unlicensed Status — Consequences. If Contractor is found to have performed any portion of the Work while its license was expired, suspended, revoked, or otherwise invalid — whether or not such condition was known to Contractor — Contractor shall have no right to collect compensation for Work performed during the unlicensed period, and Owner may seek disgorgement of all amounts paid for Work performed during such period, to the fullest extent permitted by applicable law. In California, the parties acknowledge the requirements of Business and Professions Code § 7031, under which a contract with an unlicensed contractor is unenforceable and the owner may recover all compensation paid. Contractor shall promptly notify Owner in writing of any change in its license status. Permit Responsibility. Unless otherwise specified in the Contract Documents, the Contractor shall obtain, pay for, and maintain all permits, approvals, governmental fees, licenses, and inspections necessary for the proper execution and completion of the Work, including but not limited to: building permits, grading permits, demolition permits, encroachment permits, and all trade permits required for electrical, plumbing, mechanical, and fire-protection work. Permit fees are included in the Contract Price unless specifically identified as Owner's cost in the Project Schedule or a written Change Order. Scheduling Inspections. Contractor shall schedule all required code inspections with the applicable authority having jurisdiction (AHJ) and shall provide Owner with at least 2 business days' advance notice of each inspection. Contractor shall not cover or conceal any Work requiring an intermediate inspection until such inspection has been passed and documented. Contractor shall promptly remedy any deficiency identified by an inspector. Certificate of Occupancy (CO) / Certificate of Completion. Issuance of the final Certificate of Occupancy (or Certificate of Completion, as applicable) by the AHJ is a condition precedent to Contractor's right to submit an application for Final Payment. If the AHJ withholds or conditions the CO for reasons attributable to deficiencies in Contractor's Work, Contractor shall cure such deficiencies at its own cost. If the AHJ conditions the CO for reasons outside Contractor's scope of Work (including pre-existing conditions or Owner-directed omissions), Owner shall either direct a Change Order for the required work or accept responsibility for the delayed CO. Code Compliance Standard. All Work shall comply with the edition of the applicable building code (International Building Code, International Residential Code, or applicable state-adopted code) and all referenced standards in effect as of the date the building permit is issued. Contractor is not responsible for code changes adopted after permit issuance unless required by the AHJ as a condition of inspection or final approval, in which case the requirement constitutes a Change in Law and shall be addressed by Change Order.

§ [__]. Prompt Payment. (a) Owner's Payment Deadline. Owner shall pay each properly submitted and undisputed Application for Payment within 7 days after Owner receives it (the "Payment Deadline"). If an Application for Payment is submitted to a construction lender for draw approval, the Payment Deadline shall be measured from Owner's receipt of the Application, not from lender approval; construction lender processing time is at Owner's risk unless otherwise agreed in writing under § [__] (Construction Lender Draw Variant). (b) Interest on Late Payments. Any amount not paid by the Payment Deadline shall bear interest from the date due until the date paid at the rate of 1.5% per month, or the maximum statutory rate of interest applicable to construction contracts in the project state, whichever is greater. Accrual of interest does not waive any other right or remedy available to Contractor. (c) Dispute Procedure. If Owner disputes any portion of an Application for Payment, Owner must deliver written notice to Contractor identifying the specific disputed line items and the basis for each dispute within 10 days after Owner receives the Application. Failure to deliver timely written notice of dispute constitutes a waiver of any objection to the disputed items, and Owner shall pay those items in full by the Payment Deadline. Owner shall pay all undisputed portions of any Application by the Payment Deadline regardless of any dispute over other portions. (d) Contractor's Right to Suspend. If Owner fails to pay any undisputed amount by the Payment Deadline, Contractor shall give Owner written notice of the delinquency (the "Suspension Notice"). If Owner does not cure the delinquency within seven (7) days after receipt of the Suspension Notice, Contractor may suspend performance of the Work without breach of this Agreement, and shall be entitled to a time extension equal to the suspension period plus mobilization time, and to recover all documented costs of suspension and remobilization. Contractor shall give Owner not less than 5 days' written notice before resuming the Work after suspension. (e) GC-to-Sub Flow-Down. Contractor shall pay each Subcontractor the amounts received from Owner on account of each Subcontractor's scope of Work within seven (7) days after Contractor receives the corresponding Owner payment, or within the time required by applicable state prompt-payment statute, whichever is earlier. Contractor shall not withhold any portion of a Subcontractor payment based on a dispute unrelated to that Subcontractor's work. (f) Statutory Compliance. The payment deadlines and interest obligations set forth in this § [__] are in addition to, and not in lieu of, any rights and remedies available to Contractor under applicable state or federal prompt-payment statutes, including without limitation the Federal Prompt Payment Act (31 U.S.C. §§ 3901–3907) on federally funded projects. In the event of any conflict between this § [__] and an applicable mandatory prompt-payment statute, the statute controls.

§ [__]. Preliminary Notice and Preservation of Lien Rights. (a) Contractor's Obligation. Contractor, and each Subcontractor and material supplier providing Work on this Project (each, a "Potential Claimant"), shall serve a preliminary notice on the Owner, the Owner's reputed construction lender (if any), and the direct contractor above them in the contracting chain, in the form and within the time required by the law of the state in which the Project is located (the "Project State"). Applicable state deadlines include, without limitation: (i) California: preliminary notice must be served within twenty (20) days after the Potential Claimant first furnishes labor, materials, or equipment to the Project (Cal. Civ. Code § 8200 et seq.); (ii) Texas: a subcontractor or supplier must send written notice to the Owner and GC by the 15th day of the second calendar month following each month in which the claimant furnished labor or materials, and no later than the 15th day of the third calendar month for retainage claims (TX Prop. Code §§ 53.056–53.057); (iii) Florida: preliminary notice must be served within forty-five (45) days after the Potential Claimant first furnishes labor, materials, or equipment (Fla. Stat. § 713.06); (iv) All Other States: in the time and manner required by applicable state statute, as specified in the Project-State Exhibit attached hereto as Exhibit [__]. (b) Late Notice. A preliminary notice served after the applicable deadline is effective only for labor, materials, or equipment furnished within the twenty (20) days (or other applicable statutory look-back period) preceding the date of service, and does not preserve lien rights for earlier furnishings. Each Potential Claimant's failure to serve timely preliminary notice is solely at that Potential Claimant's risk and does not excuse Owner or Contractor from any payment obligation hereunder. (c) GC Notification Duty. Within five (5) days after executing any subcontract or purchase order, Contractor shall provide each Subcontractor and material supplier with written notice of: (i) the Project name, address, and assessor's parcel number; (ii) Owner's name and address; (iii) the construction lender's name and address, if known; (iv) the lien-agent's name and address (for North Carolina projects and any project where a lien agent has been designated); and (v) the applicable state's preliminary-notice deadline and statutory citation. (d) GC's Right to Withhold for Sub's Failure. If a Subcontractor's or supplier's failure to serve a timely preliminary notice exposes Contractor to a double-payment risk (i.e., Owner may refuse to credit Contractor for the amount Contractor paid the defaulting party because the defaulting party can no longer assert a lien or bond claim to corroborate the payment), Contractor may withhold from that Subcontractor or supplier an amount equal to Contractor's reasonably documented double-payment exposure, pending resolution. (e) Lien-Agent Designation (NC and Elective). For projects in North Carolina, Owner shall designate a lien agent through the statutory system before construction commences and shall provide the lien agent's contact information to Contractor. For projects in other states, Owner may elect to designate a lien agent to receive and track preliminary notices; if Owner elects to do so, Owner shall maintain current lien-agent contact information and shall notify Contractor of any change within three (3) business days. Owner's failure to maintain a current, accessible lien-agent contact shall be at Owner's risk for sub-tier claims. (f) Federal / Public-Project Bond Notice. On federal public works projects subject to the Miller Act (40 U.S.C. §§ 3131–3134), there is no right to file a mechanics lien against federal property; the payment bond claim right is the exclusive remedy as set forth in § [__] (Payment Bond and Bond Claim Rights). On state public-works projects subject to the applicable state Little Miller Act, the bond claim notice requirements specified in § [__] apply in lieu of the lien-preservation requirements of this § [__].

§ [__]. Lien Waivers. (a) Four Waiver Types. The parties shall use the following four waiver types at each payment cycle, consistent with applicable state law: (i) Conditional Waiver and Release on Progress Payment — tendered by Contractor (and each Subcontractor/supplier) with submission of each Application for Payment; becomes effective only upon Contractor's actual receipt and clearance of the corresponding payment funds; (ii) Unconditional Waiver and Release on Progress Payment — tendered by Contractor within five (5) business days after the corresponding payment has been received and funds have cleared; constitutes an unconditional release of all lien, stop-payment-notice, and payment-bond rights through the stated through-date; (iii) Conditional Waiver and Release on Final Payment — tendered with the final Application for Payment; becomes effective only upon Contractor's actual receipt and clearance of the full final payment, including all Retainage; (iv) Unconditional Waiver and Release on Final Payment — tendered within five (5) business days after final payment has been received and cleared; constitutes a complete, unconditional release of all lien, stop-payment-notice, and payment-bond rights. (b) Statutory Forms. On projects located in a Statutory-Form State (currently: Arizona, California, Florida, Georgia, Massachusetts, Michigan, Mississippi, Missouri, Nevada, Texas, Utah, and Wyoming), the parties shall use only the exact statutory waiver forms required by that state's law. Any waiver purporting to waive rights on a project in a Statutory-Form State that does not conform to the applicable statutory form is void and unenforceable. The applicable forms are set forth in the Project-State Exhibit attached hereto as Exhibit [__], which Contractor shall update upon Owner's request if the applicable forms are amended by statute or regulation. (c) No Advance or Blanket Waivers. No provision of this Agreement, and no waiver signed before the claimant has actually performed the work, furnished the materials, or received the payment to which the waiver relates, shall constitute a valid waiver of any lien, stop-payment-notice, or payment-bond right. Any purported advance or blanket waiver is void. (This subsection is mandatory and may not be modified; it reflects Cal. Civ. Code § 8122 and equivalent law in other states.) (d) Waiver as Condition to Retainage Release. Exchange of a Conditional Waiver and Release on Final Payment covering all amounts claimed by Contractor through the final Application for Payment is a condition precedent to Owner's obligation to release Retainage. Owner may not withhold payment solely on the basis that Contractor has not yet tendered an unconditional final waiver; Owner must first tender final payment, after which Contractor's unconditional final waiver is due within five (5) business days of cleared funds. (e) Sub-Tier Sworn Statement. With each Application for Payment, Contractor shall submit a sworn statement identifying all Subcontractors and material suppliers furnishing Work for the period covered by the Application, the amount each is owed, and whether each has been paid. Contractor shall collect a Conditional Waiver and Release on Progress Payment from each Subcontractor and material supplier covering the applicable through-date, and shall deliver those sub-tier waivers to Owner within the time specified in the Project-State Exhibit. (f) Partial Waiver / Disputed Amounts. A waiver given for a progress or final payment does not waive rights for: (i) Retainage not yet due; (ii) disputed change orders or claims identified in writing by Contractor before or at the time the waiver is signed; (iii) amounts for which a prior waiver was given but corresponding payment was not received; or (iv) rights arising from Owner's breach of contract claims not related to payment. (g) Construction Lender Subordination. [If the Lien Subordination variant is selected:] Contractor agrees to subordinate its mechanics lien rights to the lien of Construction Lender Name (Lender Routing Variant)'s construction deed of trust, recorded on Deed of Trust Recording Date (Subordination Variant), provided that: (i) the deed of trust was recorded before Contractor's first furnishing of labor or materials; (ii) Contractor receives, as consideration for the subordination, Description of Lender Direct-Pay Commitment (Subordination Variant) (e.g., the lender's written commitment to make direct payment to Contractor if Owner defaults); and (iii) such subordination is documented in a separate written agreement signed by Contractor, Owner, and Construction Lender.

SECTION Section Number (e.g., 12 or 12.0) — PROJECT CLOSEOUT AND RECORD DOCUMENTATION Section Number (e.g., 12 or 12.0).1 Closeout Package as Condition of Final Payment Final payment shall not be due and Owner may withhold the final payment amount of $Final Payment Holdback Amount ($) until Contractor has delivered a complete Project Closeout Package to Owner. Delivery of the Closeout Package is a material obligation of this Contract, and Contractor's failure to deliver the Closeout Package within 5 calendar days after the date of Substantial Completion shall constitute a material breach entitling Owner to withhold final payment without penalty or interest accrual during the period of non-delivery. Section Number (e.g., 12 or 12.0).2 Contents of the Closeout Package The Project Closeout Package shall include all of the following items, each of which is a separate line item in the Schedule of Values: (a) As-Built Record Drawings. As-built drawings reflecting all field changes from the Contract Documents, showing actual locations of underground utilities, mechanical, electrical, and plumbing (MEP) routing, and any structural modifications from the design drawings. As-built drawings shall be delivered in both PDF and As-Built Drawing Format (e.g., AutoCAD DWG, Revit RVT) formats within 30 calendar days of Substantial Completion. Contractor shall maintain red-line mark-up sets throughout construction and shall submit interim mark-up sets to Owner upon request. (b) Operations and Maintenance Manuals. Complete O&M manuals for all installed equipment, systems, and materials requiring owner maintenance, including manufacturer's instructions, recommended maintenance schedules, and parts lists. (c) Warranty Certificates. Executed manufacturer and subcontractor warranty certificates, clearly identifying the warranted item, warranty period, warrantor's contact information, and claim procedures. All warranties shall be assigned to Owner and, where applicable, to Owner's successors in interest. (d) Attic Stock and Spare Parts. The quantities of spare materials, attic stock, and spare parts identified in the Contract Documents or Specifications, delivered to the location designated by Owner. (e) Commissioning Reports. Completed commissioning and start-up reports for all mechanical, electrical, plumbing, fire protection, and specialty systems, signed by the commissioning agent or installing subcontractor. (f) Certificate of Substantial Completion. A fully executed Certificate of Substantial Completion, signed by Contractor and Party Certifying Substantial Completion (e.g., Architect, Engineer, Owner's Representative), identifying the date of Substantial Completion and any remaining punch-list items. (g) Punch-List Sign-Off. Written confirmation from Owner or Owner's Representative that all punch-list items identified at or before Substantial Completion have been completed to Owner's reasonable satisfaction. (h) Lien Waivers. Conditional or unconditional lien waivers from Contractor, all subcontractors, and material suppliers in accordance with Lien Waiver Standard (e.g., California Civil Code §8132, AIA G706A), in a form acceptable to Owner's title insurer if applicable. Section Number (e.g., 12 or 12.0).3 Schedule of Values — Closeout Line Items The Schedule of Values submitted with this Contract shall include a separate line item for "Project Closeout Package" valued at not less than Closeout Package % of Contract Price in Schedule of Values% of the Contract Price. This line item shall not be certified for payment until Owner confirms receipt of a complete Closeout Package meeting the requirements of Section Section Number (e.g., 12 or 12.0).2. Section Number (e.g., 12 or 12.0).4 Owner's Review Period Owner shall have 10 calendar days after receipt of the Closeout Package to notify Contractor in writing of any deficiencies. Contractor shall cure identified deficiencies within 10 calendar days of Owner's deficiency notice. The final payment obligation shall not arise until Owner has confirmed in writing that the Closeout Package is complete, or until the cure period expires without a further deficiency notice from Owner, whichever is earlier. Section Number (e.g., 12 or 12.0).5 Document Retention Contractor shall retain copies of all project records, including correspondence, submittals, RFIs, change orders, and daily logs, for a minimum of 7 years after Final Completion. Upon Owner's written request during this retention period, Contractor shall make such records available for Owner's inspection and copying. Section Number (e.g., 12 or 12.0).6 Survival The obligations in this Section survive Final Completion and final payment.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

Section [__]: Construction Indemnity — Anti-Indemnity Savings Clause [AI-1] Contractor's Indemnity of Owner — Intermediate Form. (a) To the fullest extent permitted by applicable law, the Contractor shall indemnify, defend (with counsel reasonably acceptable to the Owner), and hold harmless the Owner, Owner's officers, directors, members, employees, lenders, and authorized agents (collectively, "Owner Indemnitees") from and against any and all claims, demands, actions, suits, losses, costs, damages, injuries, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or resulting from the Contractor's performance of the Work or the Contractor's breach of this Contract, but only to the extent such Claims arise from: (i) the negligence or willful misconduct of the Contractor, any subcontractor, any sub-subcontractor, or any of their respective officers, employees, or agents; or (ii) a violation of applicable law by the Contractor or any tier of the Contractor's workforce. (b) Notwithstanding Section [AI-1](a), the Contractor shall have no obligation under this Section to indemnify any Owner Indemnitee for Claims arising out of or resulting from: (i) the sole negligence of any Owner Indemnitee; (ii) the willful misconduct of any Owner Indemnitee; (iii) work performed by the Owner's own forces on the Project site; (iv) materials furnished by the Owner if the Claim arises from a defect in those Owner-furnished materials; or (v) design defects in Owner-furnished design documents, to the extent such defects are the proximate cause of the Claim. (c) Anti-Indemnity Savings. Where the concurrent negligence of the Owner and Contractor contributes to a Claim, this indemnity shall apply only to the proportion of the Claim attributable to the Contractor's negligence or willful misconduct. This clause shall not be construed to require the Contractor to indemnify any Owner Indemnitee for the Owner's own concurrent negligence to any extent prohibited by applicable anti-indemnity law in the state where the Project is located. [AI-2] Owner's Indemnity of Contractor. To the fullest extent permitted by applicable law, the Owner shall indemnify, defend (with counsel reasonably acceptable to the Contractor), and hold harmless the Contractor, Contractor's officers, directors, members, and employees (collectively, "Contractor Indemnitees") from and against Claims arising out of or resulting from: (i) the sole negligence or willful misconduct of the Owner or Owner's agents; (ii) defects in Owner-furnished design documents; (iii) materials furnished by the Owner; or (iv) the acts or omissions of the Owner's separate contractors operating on the Project site. [AI-3] Third-Party Bodily Injury and Property Damage — Construction Site. (a) The Contractor's indemnity under Section [AI-1] expressly includes, without limitation, Claims by third parties (including employees of subcontractors, members of the public, and adjacent property owners) for bodily injury, death, or physical damage to tangible property arising from the Contractor's operations on or about the Project site. (b) This indemnity does not apply to Claims by third parties arising from: (i) the Owner's design or design choices communicated to the Contractor in writing; (ii) site conditions disclosed in writing to the Contractor before contract execution; or (iii) the actions of Owner's separate contractors over whom the Contractor has no supervisory authority. (c) Intellectual property Claims are governed by Section [__] (IP Indemnity), not this Section. [AI-4] Sub-Tier Anti-Indemnity Flow-Down. (a) The General Contractor shall include in every subcontract an indemnity provision that: (i) mirrors the intermediate-form indemnity in Section [AI-1]; (ii) does not require the subcontractor to indemnify the General Contractor for the General Contractor's own negligence or willful misconduct; and (iii) includes the "to the fullest extent permitted by applicable law" savings language. (b) The General Contractor shall not include in any subcontract broad-form indemnity language that purports to require a subcontractor to indemnify the General Contractor for claims arising from the General Contractor's sole negligence, concurrent negligence, or design responsibility, in any state where such broad-form indemnity is void under applicable anti-indemnity law, including without limitation the states listed in Exhibit [__] (Anti-Indemnity Statute Reference List). (c) The following non-exhaustive list of states have enacted anti-indemnity statutes applicable to construction contracts (check current law; this list is subject to change): Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin, Wyoming. [AI-5] Additional Insured Endorsement Tie-In. (a) The Contractor's indemnity obligations under this Section shall be backed by, and are in addition to, the additional insured endorsements required under Section [__] (Insurance Requirements). (b) The Contractor shall ensure that the Owner is named as an additional insured on the Contractor's Commercial General Liability policy for ongoing and completed operations on ISO forms CG 20 10 (ongoing operations) and CG 20 37 (completed operations), or their equivalent, and that such coverage is: (i) primary and non-contributory with respect to the Owner's own liability insurance; and (ii) not subject to a cross-suits exclusion. (c) The existence or unavailability of insurance coverage under this Section shall not limit or affect the Contractor's indemnity obligations. [AI-6] Defense Obligation. (a) The Contractor's duty to defend the Owner Indemnitees under this Section is triggered upon the assertion of a Claim and does not depend on a finding of fault, negligence, or liability against the Contractor. Defense costs are not limited by indemnity caps set forth elsewhere in this Contract. (b) The Contractor shall not settle any Claim that would impose liability, restrictions, or obligations on any Owner Indemnitee without the prior written consent of the affected Owner Indemnitee. (c) Waiver of Consequential Damages. Notwithstanding any other provision of this Section, neither party shall be liable to the other under this indemnity for consequential, punitive, exemplary, or special damages, except to the extent: (i) such damages are part of a third-party Claim being indemnified; or (ii) such damages arise from a party's willful misconduct or fraud.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

INSURANCE (a) Agency Insurance. During the term of this Agreement, Your name / business name will obtain and maintain, at its own expense, the following insurance coverages from insurers with an AM Best rating of A- VII or better: (i) Professional Liability / Errors & Omissions (E&O): not less than E&O / professional liability limit per claim (e.g. $1,000,000) per claim and in the aggregate, covering claims arising from professional services rendered under this Agreement; (ii) Commercial General Liability (CGL): not less than CGL per-occurrence limit (e.g. $1,000,000) per occurrence and CGL aggregate limit (e.g. $2,000,000) in the aggregate; (iii) Cyber Liability: not less than Cyber liability limit per claim (e.g. $1,000,000) per claim, covering data breaches, network security failures, and unauthorized access to systems or data; and (iv) Workers' Compensation and Employer's Liability: as required by applicable law. (b) Additional Insured. Your name / business name will cause Client name / business name to be named as an additional insured on its Commercial General Liability policy. (c) Certificates. Upon Client name / business name's request (and prior to commencing Services), Your name / business name will provide Client name / business name with certificates of insurance evidencing the coverages required above, along with endorsements confirming additional-insured status where applicable. (d) Notice of Cancellation. Your name / business name will ensure that each policy provides at least 30 days' advance written notice to Client name / business name of any cancellation, material reduction in coverage, or non-renewal. (e) Subcontractors. Your name / business name will require its subcontractors who perform work under this Agreement to maintain Professional Liability and Commercial General Liability insurance at levels reasonably commensurate with the work they perform. (f) Client Insurance. Client name / business name is solely responsible for maintaining its own insurance coverages, and nothing in this Agreement obligates Your name / business name to maintain coverage on Client name / business name's behalf.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

30.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 30.2 M&A Exception. Notwithstanding Section 30.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 30.3 Void Assignment. Any purported assignment in violation of this Section is void. 30.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

31.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 31.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 31.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 31.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

33.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 33.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 33.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 33.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

34.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 34.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 34.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

35.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 35.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.