Subcontractor Retainer

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: Subcontractor agrees to provide trade services for Contractor's projects on an as-needed basis per individual work orders. Each work order will specify scope, pricing, schedule, and project-specific requirements. Subcontractor is subject to flow-down obligations under the applicable prime contract and must provide lien waivers and preliminary notices as required for each project.. 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. 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.

§ [__]. 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.

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.

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.

General Contractor / Prime Contractor Name ("Contractor") and Subcontractor Name ("Subcontractor") agree as follows with respect to flow-down compliance and back-charges: (a) Incorporation of Prime Contract. This Subcontract incorporates by reference all terms, conditions, and requirements of the Prime Contract between Contractor and Client name / business name ("Owner"), dated Prime Contract Execution Date, to the extent applicable to Subcontractor's scope of work as defined in Exhibit Scope of Work Exhibit Letter/Number ("Scope of Work"). Subcontractor shall perform all work in strict conformity with the Prime Contract's requirements relating to scheduling, sequencing, safety, quality, environmental compliance, labor standards, insurance, and change-order procedures. Contractor shall furnish Subcontractor with a copy of the Prime Contract (or the applicable excerpts) within {{prime_contract_delivery_days | default: 5}} business days of Subcontractor's written request. Subcontractor acknowledges that Prime Contract provisions may impose obligations more stringent than those stated expressly in this Subcontract, and the more stringent requirement shall control. (b) Back-Charge Protocol. (i) Notice and Cure. Before Contractor performs or procures corrective work that is Subcontractor's obligation under this Subcontract, Contractor shall deliver written notice to Subcontractor's designated project representative identifying: (A) the specific defect, deficiency, or non-conforming work; (B) the contractual obligation Subcontractor has allegedly failed to satisfy; and (C) the corrective action required. Subcontractor shall have {{cure_period_hours | default: 48}} hours from delivery of such notice to commence and diligently prosecute correction of the identified deficiency (the "Cure Period"). In the event of an emergency threatening imminent safety, property damage, or material schedule impact, Contractor may act without advance notice and shall provide written notice to Subcontractor as soon as reasonably practicable thereafter. (ii) Self-Help After Failed Cure. If Subcontractor fails to commence correction within the Cure Period or fails to complete correction within a commercially reasonable time after commencing, Contractor may engage another subcontractor or contractor to perform the corrective work. Contractor shall procure such corrective work at a competitive market rate; Contractor shall not engage a corrective contractor on terms materially more expensive than would be available through competitive solicitation without written justification. (iii) Back-Charge Documentation. All costs incurred by Contractor in connection with self-help corrective work shall be documented with: (A) time-and-materials tickets or lump-sum invoices from the corrective contractor; (B) a written summary identifying the back-charged work and the relevant Subcontract obligation; and (C) copies of all notices delivered under subsection (b)(i). Contractor shall provide Subcontractor with copies of all back-charge documentation within {{backcharge_documentation_days | default: 5}} business days of incurring the cost. (iv) Offset. Contractor may offset documented back-charge amounts against the next pay application submitted by Subcontractor following delivery of back-charge documentation. Contractor shall not offset a back-charge against any pay application until documentation under subsection (b)(iii) has been provided. Subcontractor may dispute any back-charge by written notice within {{backcharge_dispute_days | default: 10}} business days of receiving the documentation; disputed back-charges shall be resolved under Section 23 of this Subcontract. (c) Compliance Audit Right. Contractor may audit Subcontractor's payroll records (including certified payroll if applicable), insurance certificates, certificates of compliance, and conditional and unconditional lien waiver files for this Project at any time during performance and for {{audit_records_years | default: 3}} years following final completion. Audits shall be conducted on reasonable advance written notice of not less than {{audit_notice_days | default: 5}} business days, during normal business hours, and without unreasonable disruption to Subcontractor's operations. The audit right survives termination of this Subcontract. Subcontractor shall maintain all Project records for not less than {{audit_records_years | default: 3}} years following final completion or final resolution of all claims, whichever is later. (d) Sub-Default and Contractor Takeover. (i) Default Events. A Subcontractor default shall occur if Subcontractor: (A) abandons the work or fails to maintain adequate workforce or materials to meet the Project schedule; (B) is terminated for default under this Subcontract; (C) becomes insolvent or has a receiver appointed; or (D) fails to cure a material breach within the applicable cure period. (ii) Takeover Rights. Upon a default event, Contractor may, at its election and without further notice: (A) take over and complete Subcontractor's scope of work using Contractor's own forces or other subcontractors; (B) use Subcontractor's tools, equipment, and materials located on or delivered to the Project site, subject to accounting as provided below; and (C) assume and assign Subcontractor's existing agreements with lower-tier subcontractors and material suppliers for this Project to the extent assignable under applicable law and those agreements. (iii) Subcontractor Cooperation. Subcontractor shall cooperate fully with Contractor's transition and takeover, including: executing written assignments of lower-tier subcontracts and material purchase orders on Contractor's request; providing access to Project-related submittals, shop drawings, and records; and promptly removing Subcontractor's personnel and non-project property from the site. (iv) Accounting for Materials Used. Contractor shall maintain a contemporaneous inventory of all Subcontractor-owned materials used in the takeover. The fair market value of such materials (not to exceed the unpaid invoiced price) shall be credited against any amounts owed by Subcontractor to Contractor, including completion costs, back-charges, and damages. Contractor shall provide Subcontractor with a written accounting of all materials used within {{takeover_accounting_days | default: 30}} calendar days after completing the takeover scope.

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.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

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.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

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.

25.1 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. 25.2 M&A Exception. Notwithstanding Section 25.1, 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. 25.3 Void Assignment. Any purported assignment in violation of this Section is void. 25.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

26.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 26.2 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. 26.3 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. 26.4 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.

27.1 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. 27.2 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. 27.3 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. 27.4 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.

28.1 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. 28.2 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.

General Contractor / Prime Contractor Name ("Contractor") shall pay Subcontractor Name ("Subcontractor") for satisfactorily completed work in accordance with the schedule of values attached hereto as Exhibit Payment Schedule Exhibit Letter/Number. (a) Timing of Payment. Contractor shall pay Subcontractor the amount approved and certified in each progress payment application within {{payment_days_after_receipt | default: 7}} calendar days after Contractor receives the corresponding payment from Client name / business name ("Owner") for the portion of work performed by Subcontractor. Receipt of Owner payment is intended only to establish the timing of Contractor's obligation to pay, and is not a condition precedent to Subcontractor's right to receive payment. (b) Backstop Payment Obligation. If Owner has not paid Contractor for Subcontractor's approved work within {{owner_nonpayment_backstop_days | default: 60}} calendar days after the date on which Subcontractor's work was accepted or the pay application was submitted to Owner, whichever is earlier, then Contractor shall pay Subcontractor the undisputed amounts due regardless of whether Contractor has received payment from Owner. (c) Disputed Amounts. If Owner disputes all or any portion of Contractor's pay application that includes Subcontractor's work, Contractor shall notify Subcontractor in writing within {{dispute_notice_days | default: 5}} calendar days after Contractor receives Owner's written dispute or withholding notice. The notice shall identify with specificity: (i) the items in dispute; (ii) the dollar amounts withheld; and (iii) the basis for the dispute. Contractor shall pay Subcontractor all undisputed amounts in accordance with subsection (a) above. Disputed amounts shall be segregated and held in trust pending resolution pursuant to the dispute resolution procedures in Section 23 of this Subcontract. Contractor shall not apply disputed amounts as an offset against unrelated pay applications. (d) Owner Insolvency. Notwithstanding any other provision of this Subcontract, if Owner becomes insolvent, makes a general assignment for the benefit of creditors, is placed in receivership, or files a voluntary petition or has an involuntary petition filed against it under any bankruptcy or insolvency law, Contractor shall pay Subcontractor all amounts due for accepted work within {{insolvency_payment_days | default: 30}} calendar days after written notice to Contractor of such insolvency event, regardless of whether Contractor has been paid by Owner. Nothing in this subsection shall be construed to waive, release, or impair Subcontractor's mechanic's lien rights, stop-notice rights, or bond rights under applicable law. (e) Lien and Bond Rights Preserved. Nothing in this Section shall be construed to waive or prejudice any right of Subcontractor to record a mechanic's lien, serve a stop-notice, or make a claim against a payment bond. Subcontractor's compliance with the payment timing provisions above shall not be deemed a waiver of any claim. (f) Applicable Law. The parties acknowledge that the laws of certain states, including but not limited to California (Bus. & Prof. Code § 7108.5) and Virginia (Code § 11-4.6 as amended effective January 1, 2023), prohibit contingent payment provisions that make an owner's payment an absolute condition precedent to a subcontractor's right to payment. This Section shall be interpreted and enforced in accordance with the law of the state where the Project is located ("Project State"). To the extent any portion of this Section conflicts with applicable mandatory law of the Project State, such portion is void and severed, and the remaining provisions shall continue in full force.

General Contractor / Prime Contractor Name ("Contractor") and Subcontractor Name ("Subcontractor") agree as follows with respect to joint checks: (a) Purpose. The joint check procedure set forth in this Section is intended to ensure that funds paid by Owner for materials or work performed by Subcontractor or its material suppliers reach the intended payees, protect Contractor and Owner against mechanic's lien and stop-notice exposure, and reduce credit risk to material suppliers. (b) Three-Party Joint Check (Contractor-Subcontractor-Supplier). Where Subcontractor has a material supplier ("Supplier") who has served or is entitled to serve a preliminary notice or notice of intent to lien on this Project, the parties may execute a Joint Check Agreement in substantially the form attached as Exhibit Joint Check Agreement Exhibit Letter/Number ("JCA"). Under the JCA: (i) Owner or Contractor shall issue checks for amounts attributable to Supplier's materials payable jointly to Contractor and Subcontractor, or jointly to Contractor, Subcontractor, and Supplier, as specified in the executed JCA; (ii) Contractor shall endorse and forward any joint check made payable to Contractor and Subcontractor (without Supplier as a payee) to Subcontractor within {{joint_check_forward_days | default: 3}} calendar days of receipt, provided Subcontractor has complied with all conditions of the JCA; (iii) Subcontractor shall apply funds received from a joint check to satisfy Supplier's outstanding invoices for materials incorporated into the Project prior to applying any remainder to other purposes; and (iv) Supplier's endorsement of a joint check shall constitute a release of Supplier's lien and stop-notice rights only to the extent of the amounts reflected on that check, and only as to materials covered by the corresponding invoice identified in the JCA. (c) Two-Party Joint Check (Contractor-Subcontractor). Where Owner or Contractor issues a check payable jointly to Contractor and Subcontractor for Subcontractor's work: (i) Such joint check shall be payable to both parties and shall require the endorsement of both to negotiate; (ii) Contractor shall not deposit, negotiate, or transfer any such check without Subcontractor's written endorsement; (iii) Contractor shall present the joint check to Subcontractor for endorsement within {{joint_check_forward_days | default: 3}} calendar days of receipt; and (iv) The parties shall cooperate in good faith to open a dedicated project account at {{joint_account_bank | default: 'a mutually agreed financial institution'}} for receipt and disbursement of joint check proceeds if the volume of joint checks makes a dedicated account commercially reasonable. (d) Supplier-Direct Joint Check (Material Supplier Protection). Where a Supplier requests a joint check directly from Contractor or Owner as a condition of extending credit for materials: (i) Owner or Contractor shall, upon Supplier's written request identifying the invoice amount and the materials to be supplied, issue a check payable jointly to Contractor and the named Supplier in the amount of Supplier's invoice; (ii) Supplier's endorsement of and receipt of payment on such joint check shall constitute a release of Supplier's mechanic's lien rights and stop-notice rights as to the invoiced materials and amounts only; (iii) Supplier's endorsement shall not release any claim Supplier may have against a payment bond, labor and material bond, or surety; and (iv) Supplier's endorsement shall not prejudice Supplier's rights as to materials not covered by the applicable joint check. (e) Joint Check on Demand. (i) Any Subcontractor or Supplier who has served or who is entitled to serve a preliminary notice, notice of furnishing, or notice of intent to lien on the Project may request that Contractor issue future payments by joint check by delivering written notice to Contractor at the address set forth in Section 26 of this Subcontract. (ii) Contractor shall comply with such joint check request for all payments falling due after the {{joint_check_demand_compliance_days | default: 10}} calendar days following delivery of the request. (iii) Contractor's failure to comply with a timely joint check request shall constitute a material breach of this Section. (iv) A joint check request does not modify the payment amount due, the payment schedule, or any other term of this Subcontract. (f) UCC and Negotiable Instruments. All joint checks issued under this Section shall be negotiable instruments governed by UCC Article 3 as adopted in the Project State. Where a check names two or more payees using "and" or without the word "or," it is payable to all named payees jointly and may be negotiated, discharged, or enforced only with the endorsement of all named payees, pursuant to UCC § 3-110. Contractor shall cause all joint checks to clearly state the names of all intended payees separated by "and" to avoid ambiguity under UCC § 3-110's alternative-payee default rule. (g) No Creation of Owner Obligation. Nothing in this Section creates a direct obligation of Owner to any Subcontractor or Supplier unless Owner has separately executed the JCA or a direct agreement. This Section governs only the payment practices of Contractor and Subcontractor between themselves and with their direct Suppliers. (h) Termination of Joint Check Arrangement. The joint check arrangement under any executed JCA shall terminate automatically upon: (i) Supplier confirming in writing that all Project invoices have been paid in full; (ii) Supplier recording an unconditional lien release covering all work on the Project; or (iii) final completion and acceptance of the Project, whichever occurs first.