Master Contractor Services Agreement

Version 2.2
This Contractor Services Agreement (the "Agreement") is made as of 02/04/2012, ("Effective Date") by and between Contingent Network Services, an Ohio limited liability company ("CNS") located at 4400 Port Union Road, Hamilton, Ohio 45011, and the Contractor ("Contractor"). This Agreement describes the relationship between CNS and Contractor and the means by which the parties agree to conduct business together.   

1.  Orders for Services
a.  When CNS has a defined project ("Project") with one of its clients ("Client(s)") and the services ("Services") that are to be performed meet the profile of the Contractor, CNS may send a Purchase Order ("PO") to the Contractor as an invitation to deliver Services on behalf of CNS.  Sometimes a work order ("WO") may be issued (PO and WO will be collectively referred to as PO in this Agreement).   The PO becomes the sole document used to determine the total amount that could be invoiced by the Contractor and paid by CNS for the Services performed and expenses incurred on a Project.  Payment for conforming Services shall be Contractor's sole and exclusive remedy under this Agreement.  No other form of communication written or oral shall constitute an order or release for billable services. The PO may contain or reference a Statement of Work ("SOW").  The SOW may contain additional terms and conditions, or reference attachments, drawings, scripts, installation instructions, and so forth.  In the event of a conflict between this Agreement and a PO or SOW, the applicable PO or SOW shall control.  
b.  CNS reserves the right to request a quotation from one, multiple, or all Contractors who meet the profile of the Project. If selected by CNS, Contractor shall strictly follow the instructions contained in the PO and/or SOW.  CNS contracts with Contractor on a non-exclusive basis.
c.  Failure of Contractor to arrive at the designated work site on or before the scheduled arrival time or failure of Contractor to be equipped with appropriate tools or written information (script, lists, etc.) expressly requested or otherwise reasonably expected by CNS may result in a 10% penalty on the agreed upon rate or cancellation of the PO and subsequently of any compensation for the Contractor. Patterns of this behavior in the sole judgment of CNS may result in termination of this Agreement.  
d.  No Out-of-Scope Services should commence, nor will be paid for, without prior written approval by an authorized CNS representative.  CNS can authorize out-of-scope services and if so will record the number of additional hours that are authorized for the necessary Out-of-Scope work. It is the Contractor's responsibility to seek such advance authorization and communicate all aspects of the work to CNS at the time of the actual work while on site.
e.  The WO must be filled out completely by the personnel on site.  The Contractor must call the CNS contact upon arrival and departure from the site.  The customer representative on site must sign the WO upon completion of the Services/Project.  Once the Services are complete, the WO must be returned to CNS at the address at the top of the form within three business days after completion of the job.  Three days provides adequate time for the WO to be forwarded to the Contractor's office for review prior to submission to CNS.  If the completed forms are not received by 5:30 PM Eastern Time of the third day after completion, CNS will bill its Client based on job-related information available at the time we invoice the Client.  Once CNS has billed the Client for Services performed, we will be unable to pay the Contractor for charges beyond those known at the time the Client was billed. 
f.  CNS reserves the right to cancel an order for Services at anytime prior to arrival with no penalty.
g.  Either party may request a change to a SOW, and such change shall be deemed made only if set forth in a writing that references the SOW that has been signed by authorized representatives of each party.  When requested by CNS, Contractor's Services may include Contractor collaborating with or assisting other third parties retained by CNS or for whom CNS is performing Services, including CNS' Clients.
h.  Upon Project completion, Contractor shall follow the instructions contained in the PO and SOW, and any indicated attachments regarding Project and/or job close-out.  All required documentation, return of unused Materials (as appropriate), as defined below in Section 7, shall be performed by Contractor prior to invoicing CNS.

2.  Contractor's Representations, Warranties, and Covenants
Contractor represents, warrants and covenants the following.
a.  In carrying out the Services described in this Agreement, Contractor warrants that the best technical practices, skills, procedures, care and judgment shall be employed; the Services shall be performed in the most expeditious and economical manner consistent with both parties' best interests; and Contractor shall at all times cooperate with CNS so as to further both parties' best interests.
b.  Contractor shall provide Services and Work Product, as defined below in Section 3, that strictly conform to the specifications contained in the relevant PO and SOW, and as otherwise mutually-agreed upon between CNS and Contractor in writing.
c.  Contractor shall provide the Services in a timely fashion per the schedule set forth in the applicable SOW.  Time is of the essence of this Agreement as to performance by Contractor.
d.  Contractor warrants that other than for Material supplied by CNS, that: (i) the Work Product shall be the original work of Contractor; (ii) Contractor possesses all necessary right, title and interest in the Work Product necessary for Contractor to grant to CNS the rights and licenses stated in this Agreement; (iii) the Work Product does not infringe on any third party's patent, copyright, trademark, trade secret or other intellectual property right; and (iv) any information that Contractor discloses to CNS is not confidential to Contractor or to any third party.
e.  Contractor shall comply with all applicable laws, statutes, ordinances, administrative or executive orders, rules and regulations, and rules of certification organizations, as they relate to this Agreement and the Services provided by Contractor, including without limitation, those related to privacy, employment, payment of employees and employee safety.  Contractor shall be responsible for obtaining any necessary permits, and the cost thereof shall be the responsibility of Contractor. Contractor shall not, directly or indirectly, export or transmit any goods or information covered by this Agreement to any country or party to which such export or transmission is restricted by applicable regulations or statutes of the United States or any agency thereof, without the prior written consent of the U.S. Department of Commerce, Washington, DC 20230 and of any other required governmental agency.  Contractor covenants that none of the Services will be rendered at any nuclear, chemical or biological weapons production facility.  
f.  Contractor warrants that the Services and Work Product shall be delivered in a professional and workmanlike manner and shall be free from defects in material and workmanship for a period of one (1) year from the date of CNS' acceptance of the Services.  Other warranty periods shall be subject to mutual agreement between CNS and Contractor and shall be specified in the PO or SOW.  During the warranty period, Contractor shall promptly remedy, without charge to CNS or CNS' Client, any and all Services and Work Product which CNS deems to be defective or non-conforming.
g.  All Services shall be performed by Contractor strictly in compliance with any and all applicable industry standards (i.e., EIA/TIA and ISO/IEC) and, if applicable, the guidelines set forth by any manufacturer.
h.  Unless otherwise set forth in the SOW, Contractor shall be responsible for providing all personnel, tools, equipment, storage and other items as shall be necessary to perform the requested Services at no expense to CNS except for the amount to be paid pursuant to the PO.
i.  Contractor shall notify CNS immediately upon discovery or reasonable belief that a work area 1) presents a safety hazard or a potential safety hazard or 2)  contains asbestos or other hazardous material.
j.  Contractor shall maintain each work area free from all dirt, rubbish, debris and any other waste materials.  Upon completion of the Services and Work Product, Contractor shall broom clean the work area.
k.  Without limiting any other rights or remedies of CNS under this Agreement, Contractor shall indemnify and hold CNS and its officers, directors, employees, successors and assigns harmless from and against all claims, losses, fines, damages, liabilities, judgments and expenses (including, without limitation, attorneys' and accountants' fees and all disbursements), as incurred, arising at any time out of Contractor's or its employees', agents' or subcontractors' act, omission or negligence or any breach of, or failure to perform, any obligation of Contractor under this Agreement.

3.  Work Product Rights
a.  "Work Product," means all items, including works of authorship, programs, documentation, products, or other materials or items, prepared for or delivered to CNS by Contractor, its employees, agents or subcontractors during the term, or otherwise produced as a result, of this Agreement or any PO or SOW issued hereunder.
b.  Contractor shall make prompt disclosure of any Work Product developed by Contractor.  Unless stated otherwise in a SOW, the Contractor on its behalf and on behalf of its employees, agents and approved subcontractors, grants, releases and assigns to CNS all right, title and interest, including ownership of the Work Product.  All Work Product created by Contractor, its employees, agents or subcontractors while providing Services to CNS under this Agreement shall be "Works Made for Hire" and the sole and exclusive property of CNS.  To the extent that any pre-existing materials are contained in the Work Product, Contractor grants CNS an irrevocable, worldwide, nonexclusive, paid-up, royalty-free right and license to use, execute, reproduce, perform, display, distribute, and prepare derivative works of such pre-existing material and derivative works, as well as to authorize others to do any or all of the above.  Upon CNS' request, Contractor shall provide CNS with such assistance as CNS may require, including whatever documents, information or materials are in Contractor's possession or available to Contractor, to enable CNS to protect its ownership rights, including patents and/or copyrights, in any Work Product.

4.  Approvals
Contractor's Services and Work Product shall be subject to review and acceptance by CNS based on the requirements of this Agreement and the applicable SOW, and final payment shall not be due before such acceptance.  Contractor promptly shall correct deficiencies found during such review.  Any claims that CNS may have under this Agreement shall survive such review, acceptance and payment.

5.  Liens and Claims
Contractor will pay all its debts, obligations, and alleged obligations to all creditors, laborers, providers of material or services, and employees on time and will not allow any liens to be placed on Client or any Services or Materials that are supplied to CNS/CNS's Client under this Agreement.  Without limiting the generality of the foregoing, Contractor shall immediately pay and discharge, or shall provide security sufficient to its laborers, material suppliers or other creditors, or those of its approved subcontractors, for the payment of any obligation, or alleged obligation, Contractor or any of Contractor's approved subcontractors may have.  At the conclusion of Services under this Agreement, Contractor shall provide CNS with appropriate releases and waivers of any lien or claim from any party pertaining to any Materials and Services.  Contractor covenants and warrants that all Work Product under this Agreement shall be turned over to CNS free and clear of all liens, claims and demands. If at any time before or after the Services specified in an SOW issued hereunder is completed, any lien, claim or notice of lien is recorded or stop notice is served upon CNS for labor performed upon, or for furnishing goods for use in or for furnishing appliances, teams or power contributing to the Services, Contractor shall promptly discharge any such liens or claims and shall furnish to CNS release vouchers in settlement of such liens or claims satisfactory to CNS.  If Contractor does not settle the lien or claim within a reasonable period of time, not to exceed sixty (60) days after the lien is filed or the claim is asserted, then CNS shall have the right to procure the discharge of the lien or claim, and in such event, Contractor shall reimburse CNS for all moneys paid by CNS to procure the discharge, including costs and attorneys' fees.  CNS also shall have the right to satisfy Contractor's obligation, to the extent possible, by deduction from CNS's payments to Contractor.  CNS may require Contractor to prove payment of bills for services, material, or other things furnished or done for the performance of the Services, before making payment to Contractor.  CNS may request that Contractor furnish an affidavit stating that all bills in question have been paid in full, and that there are no outstanding claims, admitted or disputed, except as stated in the affidavit.  CNS may request that Contractor furnish receipts, release and lien waivers or a bond satisfactory to CNS, indemnifying CNS against any lien.  CNS reserves the right to pay any undisputed bill directly to the person to whom it is owed and deduct the amount from the payment due Contractor.

6.  Limitations on Liability
IN NO EVENT SHALL CNS BE LIABLE FOR INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFIT OR USE OR COST OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE), EVEN IF INFORMED OF THEIR POSSIBILITY.  IN NO EVENT SHALL CNS' CUMULATIVE LIABILITY TO CONTRACTOR OF ALL KINDS FOR ALL CAUSES OF ACTION EXCEED THE AMOUNTS DUE CONTRACTOR FOR COMPLETE, CONFORMING SATISFACTORY PERFORMANCE OF THE APPLICABLE SOW, LESS THOSE AMOUNTS, IF ANY, PREVIOUSLY PAID BY CNS UNDER SUCH SOW.  SUCH PAYMENT FOR CONFORMING SERVICES REPRESENTS CNS' ENTIRE LIABILITY AND CONTRACTOR'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND UPON ITS EXPIRATION OR TERMINATION FOR ANY REASON.

7.  Invoicing and Payment
a.  At the satisfactory completion of the Project (or upon other established conditions established in a SOW), Contractor shall invoice CNS for the work performed.  A single invoice should be submitted for each Project completed. Failure to provide the specified information on the invoice may result in a delayed payment or rejection of the invoice.  Multi-location invoices will not be accepted, and will be returned to the Contractor for correction and resubmission.  The Contractor's invoice shall contain all information identified below. The following should be listed on each Project invoice: 
- Charge (in $US)
- PO Number
- Site Completion Release Number
- Name of Project/number (i.e., location name/number)
- Location (City, State)
- Number of service hours
- Materials 
- Number of travel hours (if applicable)
- Expenses Incurred (Amount and Description, if applicable)
- Statement of Services performed
- Comments (any comments that would substantiate hours or expenses)
b.  The Invoice must tie directly to the hours, Materials, and other charges as stated on the PO.  CNS will adjust any invoices exceeding these amounts to the charges indicated.  All documentation requirements for the Project as set forth in the PO must be forwarded to CNS.  The invoice will not be approved for payment until all requirements for the job as stated on the PO (including documentation) have been completed and delivered in a manner judged solely by CNS to be complete and satisfactory. CNS shall pay Contractor for all Services provided under this Agreement according to the payment terms specified in the applicable PO and SOW as applicable. CNS shall make such payment to Contractor within sixty (60) days of receipt of an acceptable invoice unless a different payment interval is agreed to by the parties in the applicable SOW. All standard invoices shall be addressed to: Contingent Network Services Attn:  Accounts Payable 4400 Port Union Road, Hamilton, Ohio 45011. All eInvoices may be completed and submitted online at www.contingent.com/pcc.
c.  Contractor is solely responsible for the payment of any and all taxes, duties or other like charges pertaining to Contractor's provision of Services under this Agreement, and is solely responsible for payment to all third parties with whom it deals in providing the Services required under this Agreement. All invoices shall be given in US Dollars. All payments made from CNS to Contractor shall be made in US Dollars. Any penalties or situations which result in payment from Contractor to CNS shall be made in US Dollars.

8.  Term of Agreement
a.  This Agreement shall continue for an initial term of twelve (12) months from its Effective Date and will be renewed for 3 consecutive one (1) year periods thereafter, unless either party provides written notice to the other party of its intent to terminate this Agreement at least thirty (30) days prior to its expiration; provided, however, that this Agreement shall remain in effect with regard to any SOW(s) already in effect, unless such SOW(s) is terminated as provided for herein or until performance is completed there under. CNS may terminate any SOW, or any portion thereof, without cause, by providing Contractor with thirty (30) days' prior written notice.  Upon receipt of such notice, Contractor shall immediately stop all activities associated with the terminated SOW.  CNS' obligation pursuant to that SOW, and Contractor's exclusive remedy, shall be limited to payment to Contractor, at the payment schedule specified in the SOW, for the conforming work completed and accepted and not yet paid for by CNS at the time of such termination.  CNS shall make such payment, if any, after CNS receives the Services and any related Work Product specified in the notice.  CNS may terminate any SOW, or any portions thereof, with cause by providing Contractor with fifteen (15) days prior written notice, and Contractor shall have this fifteen (15) day period to cure. 
b.  Payments that may have been made by CNS to Contractor in advance, which are in excess of amounts due Contractor in accordance with this Section, shall be refunded by Contractor to CNS within thirty (30) days of completion of the Project(s) associated with the applicable SOW. Any Materials or property, including hardware or software, that was provided by CNS to Contractor without obligation of payment by Contractor shall be immediately returned to the CNS Project Manager/Coordinator specified in the SOW, in the same condition that such property was received, less normal wear and tear, by no later than the effective date of such termination.

9.  Confidentiality
Contractor agrees to keep the existence and contents of this Agreement, and POs, WOs and SOWs, including all related documents, the nature of the Services and the Work Product as well as all other information disclosed by CNS to Contractor and its employees pursuant to this Agreement (collectively, the "Confidential Information"), strictly confidential.  Contractor only will disclose the Confidential Information to its employees and approved subcontractors on a need-to-know basis and solely for the purposes of this Agreement.  Confidential Information shall not be used or duplicated, in whole or in part, for any purpose other than for the purpose of this Agreement. If a contract is awarded by CNS, any right to duplicate, use, or disclose the data herein only will be permitted to the extent expressly provided in the PO, SOW or this Agreement.  All other information exchanged under this Agreement is non-confidential.  If either party elects to disclose any other confidential information to the other party, such disclosure shall be made under the terms and conditions of a separately written non-disclosure agreement signed by both parties. The Confidential Information may contain trade secrets and information that is company-sensitive, proprietary, and confidential, the disclosure of which would provide a competitive advantage to others and cause irreparable harm and damages that are difficult to ascertain.

10.  Insurance
Contractor shall carry and maintain at Contractor's cost all necessary insurance (which shall include as a minimum the requirements set forth below and shall name CNS as an additional insured) during the term of this Agreement and for one year thereafter: (i) workers' compensation and employer's liability insurance to the full extent as required by applicable law; (ii) errors and omissions and comprehensive general liability coverage for bodily injury and property damage in an amount not less than One Million Dollars ($1,000,000US) per occurrence, Two Million Dollars ($2,000,000US) in the aggregate and (iii) comprehensive automobile liability coverage for bodily injury and property, including non-owned and hired automobiles, in an amount not less than One Million Dollars ($1,000,000.00US) per occurrence.  The certificates of insurance shall contain a provision that the policy or policies will not be cancelled without thirty (30) days prior written notice to CNS. Contractor shall provide insurance certificates that meet the requirements of this section to CNS no later than fifteen (15) calendar days from the Effective Date of this Agreement.  The certificate shall be sent to: Contingent Network Services Attn:  Certified Partner Development Manager 10008 International Blvd, Cincinnati, Ohio 45246.

11.  Contractor Ethics and Conduct
a.  Contractor Personnel At CNS' sole discretion and request, Contractor shall immediately remove any specified personnel of Contractor, and ensure that such personnel will not be reassigned to provide Services or Work Product under this Agreement.  
b.  Dress and Personal Appearance Dress and appearance shall be neat and clean (at least upon arrival to a Client's site).  Dress and appearance should not be offensive to Clients or the employees of CNS and so forth. All Contractor employees must carry photo identification at all times while on site working on behalf of CNS.
c.  Conflict of Interest  Business dealings that represent, or appear to represent, a conflict between the interests of CNS and Clients or Contractor are unacceptable.  
d.  Harassment Free/Productive Work Environment Contractor is expected to maintain a productive work environment and culture that is free from harassing or disruptive activity.  No form of harassment will be tolerated including harassment for the following reasons:  race, national origin, religion, disability, pregnancy, age, military status, or sex.  This applies to interaction that will occur between Contractor personnel, CNS personnel, and all Clients.  All complaints of harassment will be investigated promptly and in as impartial and confidential manner as possible.  Contractor and Contractor personnel are required to cooperate fully in any investigation.
e.  Violence Prevention CNS is committed to maintaining a safe work environment that is free from workplace violence in any form including physical violence and non-verbal threats.  Violent behavior includes making threats of violence directly, indirectly, or implied, whether in person, in writing, or by telephone against CNS, its employees, its Clients, or other persons.  Contractor personnel who display violent tendencies towards CNS or Client personnel during the performance of business activities will be removed immediately.  Contractor will bear the costs associated with replacement of removed personnel (which may also include the use of another Contractor) and any other associated business impact as may be documented.  
f.  Background Check Contractor certifies that a background check for each individual providing Services has been completed to identify whether the individual has been convicted of a felony.  Contractor certifies that no individual convicted of a felony will be permitted to provide services without CNS's prior written consent.  Contractor shall be liable to ensure that it meets this requirement in a way that is consistent with all applicable privacy laws at the time of work performance and to maintain records that provide evidence of such compliance. These records must be made available to CNS upon request.
g.  Anti-Drug and Alcohol Policy The use, possession, sale, transfer, purchase or being under the influence of intoxicating liquor, illegal drugs, or other intoxicants by Contractor personnel at any time during the conduct of business at CNS or a Client's site is prohibited.  Contractor personnel whose behavior or actions indicate a failure to comply with this requirement will be removed immediately from a CNS or Client site.  Contractor will bear the costs associated with replacement of removed personnel (which may also include the use of another Contractor) and any other associated business impact as may be documented.
h.  Client Site.  Contractor personnel will strictly adhere to all Client rules and regulations at its site.
i.  Notification of Law Enforcement Agencies CNS, when required by law, will notify the proper authorities (i.e., Law Enforcement Agencies) upon a violation by Contractor or Contractor personnel of this Section 11.  CNS will also provide immediate notice to Contractor of any such action taken against Contractor personnel.

12.  Certification of a Harassment Free Work Environment
Contractor must maintain a productive work environment that is free from harassing or disruptive activity.  No form of harassment is tolerated, including harassment for the following reasons: race, national origin, religion, disability, pregnancy, age, military status, or sex.  Special attention is paid to the prohibition of sexual harassment.  Sexual harassment is defined as, but not limited to: Unwanted physical contact or conduct of any kind, including sexual flirtations, touching, advances or propositions; Verbal abuse of a sexual nature; Demeaning, insulting, intimidating, or sexually suggestive comments about an individual's dress or body; The display in the workplace of demeaning, insulting, intimidating, or sexually suggestive objects or pictures, including nude photographs; Demeaning, insulting, intimidating, or sexually suggestive written, recorded, or electronically transmitted messages. By accepting this purchase order the Contractor is certifying its compliance to all of the following regarding your company policy towards promoting a harassment free work place:
- Your company has a defined policy that prohibits harassment in any form.
- Your company clearly communicates the policy to its employees and takes proactive measures against employees who violate the policy.
- You provide your employees with sexual harassment prevention training at least annually.
- All employees of the company required to receive sexual harassment training.
- You maintain records of employees who received sexual harassment training.
- These records are available to CNS upon request.  

13.  General Provisions
a.  No Termination Compensation.  Neither Contractor nor CNS shall, by reason of the termination or expiration of this Agreement, however occurring, be liable to the other for any indemnity or termination payment, compensation or benefit of any kind, or reimbursement for any damages, whether direct, indirect, special, incidental or consequential or whether on account of the loss of prospective profits on anticipated sales, loss of reputation, goodwill or customers, expenditures, investments, leases or other commitments of any kind made in connection with the business of CNS, Contractor or otherwise, and, to the extent each may lawfully do so, Contractor and CNS hereby waive and renounce any right to receive any such payment or benefit under any law, regulation or rule.  CNS shall have a right of setoff under this Agreement.
b.  Governing Law.   The rights and obligations of the parties under this Agreement shall be governed by and interpreted in accordance with the internal (but not the conflicts) laws of the State of Ohio, including its provisions of the Uniform Commercial Code.  Other than for collection and equitable actions against Contractor, each party hereto: (i) submits to the general jurisdiction of the Courts of the State of Ohio, the Courts for the Southern District of Ohio and any appellate courts from any decision thereof in any legal action or proceeding relating to this Agreement; (ii) consents that any such action or proceeding may be brought in such courts; (iii) waives any objection that he, she or it may have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in such or any inconvenient court and agrees not to plead or claim the same; and (iv) agrees that service of process in any such action or proceeding may be effected in accordance with the provisions of Section 12(n) hereof.  Any action arising hereunder or related in any way hereto against CNS shall be brought within one (1) year after the occurrence giving rise to the claim or be barred forever.
c.  Entire Agreement.  This Agreement, including all POs, WOs, SOWs and other documents referenced herein or issued pursuant hereto, constitute the entire agreement between the parties concerning the subject matter hereof, and supersede and cancel all prior agreements, understandings and discussions between the parties, whether written, oral or implied.  No modification, amendment, rescission or waiver of this Agreement, or any provision hereof, shall be binding on any party unless evidenced by an instrument in writing duly signed by an authorized representative of the party to be bound.  Also, no subsequent sales or purchase orders or correspondence from Contractor shall have any force or effect.
d.  No Waiver.  The failure or delay of either party to insist in any one or more instances upon performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, and the same shall continue and remain in full force and effect.  No single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.
e.  Delay Is Not Waiver  No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, will operate as a waiver of any such right, power or remedy.
f.  Survival.  The provisions of Sections 2(d), (e) and (k), 3, 5, 6, 8, 9 10 and 12 of this Agreement shall survive the expiration and termination of this Agreement for any reason.
g.  Assignment  Subject to the next sentence, Services only may be provided by Contractor employees.  Contractor shall not assign, delegate or subcontract this Agreement without CNS' prior written approval.  Any act in violation of the foregoing shall be null and void.
h.  Force Majeure Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party.  Such acts include, but are not limited to, acts of God, strikes, walkouts, terrorism, riots, acts of war, epidemics, governmental regulations, power failures, earthquakes or other disaster.
i.  Severability If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted on such occasion and the remaining provisions of this Agreement shall remain in full force and effect.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
j.  Non-Competition Contractor agrees not to interfere with CNS's relationship with any third party to whom Contractor is introduced by CNS or for whom Contractor performs work.  Contractor, or Contractor's designees, Contractor's permitted subcontractors or assignees, Contractor's successors, Contractor's affiliates, Contractor's partners or Contractor's owners or Contractor's former owners shall not enter into any contract or perform work for any such third party without prior written consent of CNS or pursuant to a CNS PO.  The provisions of this Section shall remain in effect during the term of this Agreement and for a period of two (2) years after its expiration or termination for any reason and shall automatically renew for two (2) years after any Services are performed by Contractor for CNS on behalf of above mentioned third party, its partners, affiliates, assignees, acquirees or designees.
k.  Independent Contractor Each party is acting as an independent contractor.  This Agreement is nonexclusive and does not create an agency relationship, partnership, or joint venture.  Neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.  Contractor may not use any CNS trade mark or name, service mark or name, logo or the like.  Personnel supplied by Contractor shall not for any purpose be considered employees, agents or subcontractors of CNS, nor shall such personnel or Contractor be granted any rights under CNS' employee benefit plans.  Contractor assumes full responsibility for the action of such personnel and is solely responsible for their supervision, daily direction and control, payment of wages (including withholding of income taxes and social security), workers' compensation, disability benefits and the like, as applicable in Contractor's jurisdiction.
l.  If the Buyer attempts to use, copy, disclose, or transfer any portion of CNS Confidential Information, or competes with CNS, in a manner contrary to the terms of this Agreement or in derogation of CNS' rights, whether those rights are explicitly stated, determined by law, or otherwise, CNS shall have the right, in addition to any other legal remedies available, without the posting of a bond, to injunctive relief enjoining such acts, it being acknowledged by Contractor that all other remedies are inadequate and cumulative.
m.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  
n.  All notices required to be given hereunder shall be in writing.  Notices shall be considered delivered and effective five (5) business days after being sent by telecopy or recognized overnight commercial courier, with proof of reception, addressed to the parties as set forth above.  Either party, upon written notice to the other, may change the address to which future notices shall be sent.
o.  Contractor shall at all times during the term of this Agreement and for a period of one (1) year thereafter, maintain and furnish to CNS, on request, complete, accurate and current records sufficient to evaluate Contractor's performance of, and compliance with, its obligations under this Agreement.
p.  Captions of the Sections of this Agreement are for reference purpose only and do not constitute terms or conditions.  Each of us acknowledges that we have thoroughly reviewed this Agreement and bargained over its terms.  Accordingly, neither party will be considered responsible for the preparation of this Agreement, which will be deemed to have been prepared jointly.  The provisions of the Agreement allocate the risks between the parties.  These terms and conditions  reflect this allocation of risk, and each provision is part of the bargained-for consideration of this Agreement.

14.  Automatic Acceptance of Terms and Conditions
By confirming an arrival schedule, arriving at the site specified above or conducting any work as described in or under the authority of this purchase order, Contractor hereby accepts the terms of this purchase order and agrees to the terms and conditions described above without exception and certifies through its action that no signature is necessary.
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