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<br />Immediately upon Owner’s request, pursuant to this Section or a termination of the Agreement, Contractor shall deliver to Owner or, at
<br />Owner’s direction, the project site, all materials and equipment purchased for performance of the Work and previously paid for by
<br />Owner so as to not delay the project in any way.
<br />Section 9.03 Termination for Owner’s Convenience. This Agreement and/or any Work Order may be terminated for any reason or
<br />no reason, for the Owner’s convenience, by Owner in whole or in part at any time by written notice to Contractor. Contractor will be entitled
<br />to payment for all work satisfactorily completed based on Contractor's actual cost of performing such work plus reasonable overhead
<br />and profit, not to exceed the Agreement Price and excluding uncompleted Work, anticipated profit or unabsorbed overhead. Immediately
<br />upon notice from Owner to Contractor, Contractor shall submit to Owner a statement showing all of the costs incurred by Contractor in
<br />the performance of the Work terminated.
<br />Article 10 - General Provisions.
<br />Section 10.01 Independent Contractor. Owner has retained Contractor to provide the labor, materials, equipment and services
<br />referred to herein and to perform the Work as an independent contractor and Contractor shall at all times be deemed an independent
<br />contractor in connection with this Agreement. Nothing in this Agreement shall be construed as reserving or granting to Owner any right
<br />to exercise any control over or to direct the conduct or management of Contractor’s business or operations. The entire control and
<br />direction of such business and operations shall be and shall remain with Contractor. Neither Contractor nor any person performing any
<br />duties or engaged in any work on behalf of Contractor shall be deemed an employee or agent of Owner.
<br />Section 10.02 Assignments/Subcontracts. No assignments by Contractor of this Agreement, any Work Order, or of any amounts
<br />due or to become due under this Agreement or any Work Order shall be binding upon Owner unless and until Owner's written consent
<br />thereto is provided, which shall not be unreasonably withheld, in which event this Agreement shall be binding upon and inure to the
<br />benefit of the parties hereto and their respective successors and assigns. Contractor shall not further subcontract portions of this
<br />Agreement or any Work Order without Owner’s prior written approval, which shall not be unreasonably withheld.
<br />Section 10.03 Attorneys’ Fees and Costs. Should either party employ an attorney to institute suit or demand arbitration to enforce any
<br />of the provisions hereof to protect its interests in any manner arising under this Agreement, or to recover on a surety bond furnished by
<br />a party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, charges, and expenses
<br />incurred therein. A prevailing party shall be the party that recovers 50% more from a final adjudication than the other party last offered
<br />in compromise or settlement. A party will be considered the prevailing party if the final adjudication is equal to or less than its last offer of
<br />compromise or settlement.
<br />Section 10.04 Notices. All notices to be given by Contractor to Owner shall be in writing and must be either mailed by certified mail, return
<br />receipt requested, Attn: Legal Notices, at the address set forth on the first page of this Agreement, or such other addresses as Owner
<br />may hereinafter designate. Notices are deemed delivered or given and become effective 5 business days after mailing. Notices to
<br />Contractor shall be sent electronically to notices@bradyservices.com.
<br />Section 10.05 Compliance with Applicable Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances,
<br />and codes and all lawful orders, rules and regulations. Contractor shall, without additional expense to Owner, obtain and pay fees for all
<br />licenses and permits required for the prosecution of the Work.
<br />Section 10.06 Disputes. Owner may require Contractor to submit a dispute to Owner in accordance with the dispute provisions of the
<br />Contract Documents and Contractor’s sole remedy shall be as set forth in the Contract Documents if so required by Owner. Any other
<br />dispute, controversy or claim (hereinafter collectively referred to as “Dispute”) arising out of or relating to this Agreement or any alleged
<br />breach hereof, shall be resolved by resort to such rights and remedies as the parties each may have at law or in equity. Except to the
<br />extent that this Agreement expressly permits a party to suspend performance, pending final resolution of a Dispute, the parties shall each
<br />proceed diligently and faithfully with performance of their respective obligations under this Agreement.
<br />Section 10.07 Waiver of Claims for Consequential Damages. Contractor and Owner waive claims against each other for
<br />consequential damages arising out of or relating to this Agreement. This mutual waiver includes: (a) damages incurred by Owner for
<br />rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee
<br />productivity or of the services of such persons; and (b) damages incurred by Contractor for principal office expenses including the
<br />compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated
<br />profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either
<br />party’s termination in accordance with Article 9.
<br />Section 10.08 Representations. Each party executing this Agreement warrants and represents to the other that it has full power and
<br />authority to enter into this Agreement, to bind itself to the obligations hereunder, and that the individual signing this Agreement has the
<br />requisite power and authority to bind the party on behalf of which the individual signs. Contractor warrants that it has not given nor received
<br />any commissions, payments, gifts, kickbacks, entertainment (other than of a nominal value), or other things of value in connection with
<br />this Agreement and acknowledges that the giving or receiving of any such consideration may result in the cancellation of this and all future
<br />contracts.
<br />Section 10.09 Severability and Waiver. If any term or conditions of this Agreement is invalid, illegal or incapable of being enforced by
<br />any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect so long as the economic
<br />or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Upon any such
<br />determination of invalidity, illegality or unenforceability, the parties hereto shall negotiate in good faith to modify this Agreement so as to
<br />affect the original intent of the parties as closely as possible in an acceptable manner, to the end that the transactions contemplated by
<br />this Agreement are consummated to the extent possible. The failure of either party to at any time insist upon the performance of any of
<br />Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918
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