Alvarez v. Emergency Site Protection, LLC et al

Western District of Texas, txwd-5:2018-cv-01298

Exhibit A

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6 EXHIBIT A 6 Independent Contractor Agreement - Security This Independent Contractor Non-Compete Agreement ("Agreement") is entered into on the 9 day of _ April, 2018 (the "Effective Date"), by and between Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection, a Texas limited liability company, with its principal place of business located at 1210 Antoine, Houston, Texas 77055 (the" Company") and_Alvarez, Josue ze _ __(the "Contractor"), residing at Saas Westchester laredo Tx 78043 [Contractor's address). The Company and the Contractor are collectively referred to herein as the "Parties". 1. SCOPE AND TERMS OF CONTRACTOR WORK. (a) Scope of Contractor Agreement. Company is engaged in the oilfield safety, security, and drilling and completion consulting services business (the "Company Business"). Company desires to hire Contractor as an independent contractor, to perform services and accomplish tasks for Company, in a manner and means that Contractor determines is best for the completion of the job. The Company hereby engages Contractor, and Contractor hereby accepts such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. Contractor shall provide to the Company the services set forth on Schedule 1 (the "Services"). The Company shall not control the manner or means by which Contractor or Contractor's employees or contractors perform the Services. Contractor shall retain the freedom and the exclusive right to control and direct all of the Services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest. Contractor shall furnish, at his own expense, the equipment, supplies and other materials used to perform the Services. Contractor shall also furnish and maintain at his expense all certifications, insurances, and licenses used to provide the Services. Contractor shall be given access to Company's Confidential Information, including Company's clients and client lists, in furtherance of the work that Contractor agrees to perform. Contractor agrees to comply with the terms of this Agreement. (b) Term. The term of this Agreement shall commence as of the date of this Agreement set forth above and shall continue for an initial period of one year, which initial period shall automatically renew on the first anniversary of the commencement date, and shall continue to renew on each subsequent anniversary of the commencement date, unless terminated in accordance with this Agreement (the "Term"). Other Work. Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the company, as he so chooses, Contractor may be engaged or employed in any other business, trade, profession, or other activity; however, Contractor agrees to be bound by the terms of this 6 insurance acts, and other employee benefits acts applicable to Contractor's employees, if any, when due, and Contractor understands and agrees it is solely responsible for same. (6) The Company hereby represents and warrants to Contractor that: (i) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and (ii). the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. 9. INDEMNIFICATION. (a) Contractor shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees): (i) related to bodily injury or death of any person, or damage to real or tangible, personal property resulting from Contractor's or Contractor's agents', servants' employees' or subcontractors' acts or omissions relating to or arising out of the Services; (ii) contractor; resulting from any claim that Contractor is not an independent (ii) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use thereof by Company infringes any copyright, trade secret or other proprietary right of any third party; or (iv) resulting from a breach by Contractor of any representation, warranty, covenants or obligation under this Agreement. (b) The Company may satisfy such defense and indemnity (in whole or in part) by way of deduction from any payment due to Contractor. (c) Company shall defend, indemnify, and hold harmless the Contractor and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: 6 (i) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Company's acts or omissions relating to or arising out of the Services; and (ii) Company's breach of any representation, warranty, or obligation under this Agreement. 10. INSURANCE. (a) During the Term, Contractor, at Contractor's own expense, shall maintain in force adequate forms of insurance, including but not limited to general liability and automobile insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Contractor's conduct, acts, or omissions or the conduct, acts, or omissions of Contractor's agents, contractors, servants, or employees. The Company shall be listed as additional insured under such policy, and Contractor shall forward a certificate of insurance verifying such insurance upon the Company's written request, which certificate will indicate that such insurance policies may not be terminated, canceled, altered or allowed to expire before the expiration of a 30-day notification period and that the Company will be immediately notified in writing of any such notice of termination. Contractor's insurance policy shall support Contractor's indemnity obligations herein. If required, the insurance must include a waiver of the insurer's right of subrogation against Company. (b) If Contractor does not obtain or maintain in force adequate forms of insurance as described in paragraph 10(a), herein above, Company may elect to secure such insurance and, in that event, Contractor shall reimburse Company for the costs of obtaining and maintaining same for Contractor's benefit. (c) Company agrees to procure general liability insurance to cover Contractor for third-party liabilities arising out of the performance of Services at the site of Company's clients and customers pursuant to this Agreement. Under no circumstances shall Company provide any such insurance coverage for Contractor generally or for Contractor's performance of work or services for a different Company. To the extent that the Texas Oilfield Anti-Indemnity Act is deemed applicable to this Agreement, Company and Contractor shall provide sufficient insurance coverage to support their indemnity obligations herein. 11. TERMINATION. (a) Either Party may terminate this Agreement without cause upon 30 days' written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay Contractor on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination, subject to any offsetting amounts owed for Rental Equipment or other amounts payable to Company pursuant to this Agreement. 6 (b) Either Party may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other party does not cure such breach within 15 days after receipt of written notice of such breach. (c) Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, Contractor shall promptly: (i) • Cease all activity on any projects; (ii) provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement; (iii) deliver to the Company all hardware, software, tools, equipment, Equipment Rental, or other materials provided to Contractor by the Company; (iv) deliver to the Company all tangible and electronic documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information; (v) permanently erase all of the Confidential Information from Contractor's computer systems, drives, and equipment made for use with computer systems, and (vi) certify in writing to the Company that Contractor has complied with the requirements of this clause. 12. REMEDIES. In the event of a breach or threatened breach by the Contractor of any of the provisions of this Agreement, the Contractor hereby agrees and acknowledges that the Company will suffer immediate and irreparable injury, for which monetary damages will not be an adequate remedy. The Contractor further acknowledges and agrees that the Company shall be entitled to immediate injunctive relief, including a temporary restraining order, a temporary injunction, a permanent injunction, or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. The Contractor further agrees and acknowledges that the aforementioned equitable relief shall be in addition to, not in licu of, and without prejudice to, any legal remedies, monetary damages, or other available forms of relief. 13. SUCCESSORS AND ASSIGNS. (a) Assignment by the Company, To the extent permitted by state law, the Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all 12 6 or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and its successors and assigns. (b) No Assignment by the Contractor. The Contractor may not assign this Agreement or any part hereof. Any purported assignment by the Contractor shall be null and void from the initial date of purported assignment. 14. ARBITRATION. (a) Applicable Rules. Any controversy or dispute between Contractor and Company or any of its owners, contractors, officers, directors, members, agents, affiliates, or benefit plans, arising from or in any way related to the performance of Services, this Agreement, or the termination thereof, including but not limited to the construction or application of this Agreement, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Employment Arbitration Rules & Procedures and the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness then applicable to the dispute. These rules and other information regarding the administration of claims in arbitration can be found at www.jamsadr.com. Contractor is encouraged to review these rules prior to executing this Agreement. (b) All Disputes Must be Arbitrated. It is the intent of the Parties hereto that all disputes between them must be arbitrated, expressly including, but not limited to, (i) any dispute about the interpretation, validity or enforcement of this Agreement, (ii) any claim of discrimination under federal or state law, such as, but not limited to, discrimination based on age, disability, national origin, race, or sex, (iii) any claim for compensation or benefits, including any claim under the Fair Labor Standards Act, or any other federal or state statute or regulation related to payment of wages, (iv) any claim under the Family Medical Leave Act or similar state law, (v) any claim under the Americans with Disabilities Act or similar state law, (vi) any claim under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or similar state law, and (vii) any other claim of any nature, whether contractual, tortious, common-law, statutory, or regulatory, arising out of, or in any way related to, Contractor's performance of the Services, the termination thereof, or any other matter incident thereto. The intent of this provision is that all disputes between the Parties, of any nature, touching on or relating to this Agreement or any aspect of Contractor's performance of the Services, including the termination thereof, must be resolved solely by arbitration. However, this Agreement shall not preclude the filing of a charge with the National Labor Relations Board. (c) Venue. The Parties further agree that any arbitration or other proceeding(s) under this Agreement shall take place in Harris County, Texas. (d) Governing Law. The Parties acknowledge that the laws of the State of Texas shall apply to this Agreement without regard or reference to choice or conflict of law rules. 13 6 (e) Arbitrator's Authority to Make Award. In any such controversy, the arbitrator may make an award of any relief, legal or equitable, interim or final, which could be granted by a court of competent jurisdiction. (1) Waiver of Class and Collective Standing or Action. Contractor agrees that, in the presentation and resolution of any dispute between Contractor and Company, as well as against Company's other Contractors, owners, members, directors or officers, Contractor expressly waives the right to participate in any class or collective action and, rather, expressly agrees that Contractor will resolve any dispute or claim in a single action between only Contractor and Company and Company's other Contractors, owners, members, directors or officers. Accordingly, Contractor shall neither serve as a class or collective action representative nor shall Contractor join, seek or agree to join, actively or passively, or participate in any capacity in any class or collective action, no matter how small or minor, of a claimants' or plaintiffs' group, against Company or Company's other employees, contractors, owners, members, directors or officers. (g) Contractor agrees to seek recourse solely against Company, and not against Company's client, in any of its capacities, for any claim arising under this Agreement. (h) Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction in Harris County, Texas against any improper disclosure of the Confidential Information. 15. Warranty. Contractor represents and warrants that the Contractor is not a party to any non-compete restrictive covenant or related contractual limitation that would interfere with or hinder the Contractor's ability to undertake the obligations and expectations of this Agreement with the Company. 16. Governing Law: Jurisdiction and Venue. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), for all purposes, shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts-of-law doctrines of such state or other jurisdictions to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. Any action or proceeding by either of the Parties to seek injunctive relief under this Agreement shall be brought only in any state or federal court located in the State of Texas, County of Harris, The Parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. 17. Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Contractor and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 18. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Contractor and by an authorized representative of the Company. No waiver by either of the Parties 14 6 of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. 19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction or arbitral authority to be invalid, illegal, or enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The Partics further agree that any such court or arbitral authority is expressly authorized to modify any unenforceablc provision of this Agreement in lieu of severing the unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. 20. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. 21. Understanding. Contractor certifies that: (i) he/she/it has received a copy of this Agreement for review and study before being asked to sign it, (ii) that he/she/it has had the opportunity to consult with an attorney before signing, and (iii) has had sufficient opportunity to ask questions regarding the Agreement and has received satisfactory answers from Company, and (iv) understands the Agreement and his/her/its obligations under this Agreement. 22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, Delivery of an executed counterpart signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement. 23. Tolling. If the Contractor violates any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Contractor ceases to be in violation of such obligation. 15 6 24. Attorneys' Fees. If the Contractor breaches any of the terms of the restrictive covenant obligations articulated herein, to the extent authorized by Texas law, the Contractor will be responsible for payment of all reasonable attorneys' fees and costs that Company incurs in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts. 25. Notice, (a) Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended cither by courier or facsimilc transmission or two (2) days following deposit of thc samo into the United States mail (certified mail, return receipt requested, or first-class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other give in accordance herewith. (b) If and when the Agreement terminates, whether voluntarily or involuntarily, Contractor agrees to provide to any subsequent Company for which Contractor provides or is requested to provide services a copy of this Agreement. In addition, Contractor authorizes Company to provide a copy of this Agreement to third parties, including, but not limited to, Contractor's subsequent, anticipated, or possible future Company. 26. Company Employee, Officer and Director Nonrecourse. It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, members, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, members, officers or director of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual employees, members, officers or directors or any individual employees, members, officers or directors' assets for discharge of any such liability 27. Survival of Obligations. The following provisions of this Agreement shall survive termination of this Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 8(a), 9, 12, 13, 14, 16, 19, 23, 24, 25, 26, 27. EACH INTENDING TO BE BOUND TO THE OTHER, IN WITNESS WHEREOF, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Agreed and accepted: COMPANY Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection By_ (Signature] Printed Name: 122.4181/1.92 cl 16 6 [NAME OF AUTHORIZED OFFICER/ Title: [TITLE OF AUTHORIZED OFFICER) Date of Signature: CONTRACTOR Signature: Printed Name: Alvoren, Josue 2 Title: Security Officer Date of Signature: 0410908 Address: 5225 Westchester Home Phone: Mobile Phone: Email Address: Jezve alvarez, 79 Qyahoo.com Emergency #: EIN COR SSN Tax ID #: 5830 State Driver's License #: #: .. 6 Date of Birth: +79 18 6 "Schedule 1" This Schedule 1 is attached to and a part of the Independent Contractor Agreement - Security between Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection ("Company") and Alvarez, Dosui Z. Contractor") dated 04109118_("Agreement"). In the event of a conflict between any of the terms and conditions of this Schedule 1 and the terms and conditions of the Agreement, this Schedule 1 will prevail. 1, Alvarez, Josue 2 ("Contractor"), understand and agree that while performing work for Sanchez Oil and Gas _ f"Company's client"), I am an Independent Contractor and: Project Scope ("Services") I will provide security services. For projects in Texas I will maintain, at a minimum, a Level III security license. For the Sanchez Oil & Gas Piloncillo Ranch project I will maintain, at a minimum, a Level III security license and commission as a police officer, Fees I will be paid as follows: Client/Location & Position* SOG Comanche Ranch Gate Guard SOG Comanche Ranch Rover Laredo Gate Guard | SOG Piloncillo Ranch Gate Guard SOG Piloncillo Ranch Lead SOG Dispatcher Shift-Total Fees**+ $240.00 $252.00 $264.00 1 $276.00 $288.00 $294.00 Base Rate Fee** $17.1430 $18.0000 $18.8572 $19.7145 $20.5715 $21.0000 Overtime Rate Fee** $25.7145 $27.0000 $28.2858 $29.5718 $30.8573 $31.5000 *SOG = Sanchez Oil & Gas **All fees shown are per day. The Shift total fees are the equivalent of 8 hours of work per day at the base rate fee plus 4 hours of work in the same day at the overtime rate fee (1-1/2 times base rate fee). +lf Contractor works less than 12 hours per day (8 hours per day at base rate plus 4 hours per day at overtime rate), the Shift total will be lower. The fee for the first 8 hours of each day will be at the base rate. Hours after 8 worked in a day will be paid at the overtime rate fee. If Contractor works more than 8 hours per day at base rate fee plus 4 hours in the same day at overtime rate fee, the fee for each additional hour worked per day will be paid at overtime rate and Shift total will be higher. Costs and Expenses I will not be paid costs or expenses. Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection Independent Contractor Agreement - Security Schedule 1 6 This document does not reflect the actual fees agreed to between the Company and the Company's client listed above. This document is an agreement between Contractor and Company stating the terms of pay agreed to between the parties whose signatures appear below. Agreed and Accepted: COMPANY CONTRACTOR By: CB Zazdnym Signature Signature memillan, CR Alvarez, Josue 2 Printed Name Printed Name Dec Security Officer Title Title 04/09/18 Date of Signature Date of Signature Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection Independent Contractor Agreement - Security Schedule 1 6 Independent Contractor Agreement-Security This Independent Contractor Non-Compete Agreement ("Agreement") is entered into on the day of October_ 20 1K (the "Effective Date"), by and between Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection, a Texas limited liability company, with its principal place of business located at 1210 Antoine, Houston, Texas 77055 (the" Company") and __ESP Gemeinse cu (the "Contractor"), residing at_245 Eni lulele (Contractor's address). The Company and the Contractor are collectively referred to herein as the "Parties". 1. SCOPE AND TERMS OF CONTRACTOR WORK. (a) Scope of Contractor Agreement. Company is engaged in the oilfield safety, security, and drilling and completion consulting services business (the "Company Business*). Company desires to hire Contractor as an independent contractor, to perform services and accomplish tasks for Company, in a manner and means that Contractor determines is best for the completion of the job. The Company hereby engages Contractor, and Contractor hereby accepts such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. Contractor shall provide to the Company the services set forth on Schedule 1 or 2 depending on which asset you are working on (the "Services"). The Company shall not control the manner or means by which Contractor or Contractor's employees or contractors perform the Services. Contractor shall retain the freedom and the exclusive right to control and direct all of the Services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest. Contractor shall furnish, at his own expense, the equipment, supplies and other materials used to perform the Services. Contractor shall also furnish and maintain at his expense all certifications, insurances, and licenses used to provide the Services. Contractor shall be given access to Company's Confidential Information, including Company's clients and client lists, in furtherance of the work that Contractor agrees to perform. Contractor agrees to comply with the terms of this Agreement. (b) Term. The term of this Agreement shall commence as of the date of this Agreement set forth above and shall continue for an initial period of one year, which initial period shall automatically renew on the first anniversary of the commencement date, and shall continue to renew on each subsequent anniversary of the commencement date, unless terminated in accordance with this Agreement (the "Term"). Other Work. Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the company, as he so chooses. Contractor may be engaged or employed in any other business, trade, profession, or other activity; however, Contractor agrees to be bound by 6 the terms of this Agreement relating to the provision of Confidential Information to Contractor and restrictions relating thereto in Sections 2 through 4 of this Agreement. Safety Standards. To the extent Contractor performs any Services on the Company's or a client of the Company's premises or will be using the Company's equipment in the performance of the Services, Contractor shall comply at all times with all security provisions in effect at these premises, with respect to access to premises, and all materials belonging to Company. Contractor agrees that if services pursuant to this Agreement are to be performed on the premises or facilities of Company or Company's client, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities. Contractor will comply with all applicable policies and standards of Company and Company's client known to Contractor, including but not limited to those relating to conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks, and other resources, and shall carry out the services in a manner consistent with the ethical and professional standards of Company which are known to Contractor, Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs services for Company. (c) Invoices. Contractor shall be paid a fixed fee per hour worked as set forth in the attached Schedule 1 or 2 depending on which asset you are working on, (the *Fees) payable on completion of the Services to the Company's satisfaction and upon the Contractor submitting an invoice to Company for the Services performed, whereupon Company shall pay Contractor the undisputed invoiced amount. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal EIN number prior to payment of any fees. (d) Contractor Costs. Contractor is solely responsible for any travel or other costs or expenses incurred by Contractor in connection with the performance of the Services, and in no event shall the Company reimburse Contractor, his agents, employees, or subcontractors for any such costs or expenses, unless Company agrees to do so in writing before such costs and expenses are incurred, in which case such costs and expenses should be invoiced with Fees for Services and appropriate documentation with reasonable detail submitted therewith. Contractor shall maintain records and receipts relating to the projects and to expenses incurred in connection therewith and shall provide Company access to such records upon request during normal business hours. Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company's written consent to such engagement. Contractor shall be fully responsible for all costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). 6 (e) Independent Contractor Relationship. Contractor is an independent contractor of the Company and acknowledges and confirms to Company its status as that of an independent contractor. This Agreement shall not be construed to create any association, partnership, joint venture, employee/employer, or agency relationship between Contractor (or any of Contractor's agents, employees or subcontractors) and the Company for any purpose, including but not limited to taxes or employee benefits. Contractor shall have no right, power, or authority (and shall not hold itself out as having right, power, or authority) to bind the Company, create any obligation, express or implied, or make representation on behalf of the Company, and Contractor shall not hold itself out to the public as having any right, power, or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization. Contractor acknowledges that it will receive an IRS Form 1099-MISC from the Company, and that Contractor shall be solely responsible for all federal, state, and local taxes. (1) No Eligibility. Contractor understands and acknowledges that because contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefīts now given by Company to, or hereafter declared for the benefit of, Company employees. Without limiting the foregoing, neither Contractor nor any of Contractor's employees, agents or subcontractors shall be eligible to (or shall ever claim to be eligible to) participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on Contractor's behalf. Contractor shall be responsible for, and shall indemnify and hold harmless the Company against, all such taxes or contributions, including penalties and interest. Any persons cmployed or engaged by Contractor in connection with the performance of the Services shall be Contractor's employees or contractors and Contractor shall be fully responsible for them and shall indemnify and hold harmless the Company against any claims made by or on behalf of any such employee or contractor for any benefits, compensation or other rights to which Company's employees might be eligible. IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO OR RIGHT TO PARTICIPATE IN, AND AFFIRMATIVELY ELECTS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR ITS EMPLOYEES. 2. CONTRACTOR'S ACKNOWLEDGEMENTS AND AGREEMENTS By signing this Agreement, Contractor acknowledges and agrees: (a) that the Confidential Information of the Company described below is and shall continue to be the exclusive proprietary property of the Company, and that nothing 6 contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information; (b) that the Company's business and services are highly specialized in nature and scope; that the Confidential Information is not generally known and is secret; that the Company has provided and will, after the execution of this Agreement, continue to provide Contractor with Confidential Information, and that the value of this information cannot adequately be compensated by damages in an action at law; (c) that the Confidential Information of the Company constitutes valuable and unique assets that provide the Company an advantage over competitors, are developed or acquired by the Company at considerable time and expense, and are proprietary to the Company and are intended to be used solely for the benefit of Company; (d) that the Company has earned goodwill with its suppliers, vendors and customers; that the Company has provided and will continue to provide Contractor, through the opportunity to perform Services, with the Company's goodwill in developing relationships with suppliers, vendors and customers; that Contractor could not develop these relationships without using the Company's goodwill; that this goodwill is valuable; and that the value of this goodwill cannot adequately be compensated by damages in an action at law; (c) that, but for Contractor's agreement to the terms and conditions of this Agreement, Company would not impart or provide access to such Confidential Information to Contractor; (t) that, Contractor agrees that, in exchange for the consideration identified hercin, including the Company's promise to provide, and provision of Confidential Information as well as allowing Contractor to utilize Company's goodwill, all of the following obligations shall apply at all times during the performance of Services for the Company and shall continue to apply beyond such performance of Services and/or termination or modification of this Agreement, by any Party for any reason or no reason at all, for the periods expressly stated, and agreed to between the Parties, herein. 3. CONFIDENTIAL INFORMATION. The Contractor understands and acknowledges that during the Term, the Contractor will have access to and learn about the Company's confidential, proprietary, and trade secret information (defined below as Confidential Information). (a) Confidential Information Defined. For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, operations, services, strategies, techniques, research, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer software, work-in- process, databases, manuals, records, systems, material, sources of material, vendor 6 information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll and payment rate information, staffing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, Customer Information (as defined herein), customer lists, distributor lists, and buyer lists of the Company or its businesses, or of any other person or entity that has entrusted information to the Company in confidence. (b) "Customer Information" is all information about the Company's customer that is not known to the public, including but not limited to business processes, structure, management, hierarchy, levels of authority, practices, methods, policies, plans, documents, benefits, salaries, operations, services, strategies, techniques, research, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, trade secrets, computer software, work- in-process, databases, manuals, records, systems, niaterial, sources of material, vendor information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, distributor lists, buyer lists, or other information not known to the public regarding the manner in which the Customer provides products or services. (C) The Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. (d) The Contractor understands and agrees that Confidential Information includes information developed by the Contractor in the course of the Contractor's employment by the Company as if the Company furnished the same Confidential Information to the Contractor in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Contractor, provided that such disclosure is through no direct or indirect fault of the Contractor or person(s) acting on the Contractor's behalf. (e) The Contractor understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, providing orientation to its Contractors, and improving its offerings in the fields of oilfield, security, and safety services. The Contractor understands and 6 acknowledges that as a result of these efforts, Company has created, and continues to use and create, Confidential Information. The Contractor further understands and acknowledges that this Confidential Information provides Company with a competitive advantage over others in the marketplace and that Company would suffer irreparable harm if Confidential Information is disclosed to its competitors. (1) Disclosure and Use Restrictions. The Contractor agrees and covenants: (1) to treat all Confidential Information as strictly confidential; (ii) that the receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same manner that it protects its own Confidential Information of like kind; (iii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other Contractors of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone who is not working directly for the Company except as required in the performance of the Contractor's authorized performance of Services for the Company: and (iv) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Contractor's authorized work for the Company, (g) The Contractor understands and acknowledges that the Contractor's obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Contractor first having access to such Confidential Information (whether before or after beginning work with the Company) and shall continue during and after the Contractor's term of work for the Company until such time as such Confidential Information has become public knowledge other than as a result of the Contractor's breach of this Agreement or breach by those acting in concert with the Contractor or on the Contractor's behalf. (h) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return all Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that all Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party. (i) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, and methodology) (i) previously known to it, (ii) Independently developed by it, (iii) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party. 6 6) Nothing in the Agreement shall be construed to grant the receiving Party any rights or licenses to use the Confidential Information. (k) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (ii) the receiving Party shall cooperate with the disclosing Party in resisting such disclosure or secking suitable protections prior to such disclosure, and (iii) the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose. (1) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 3 shall survive for a period of five (5) years after the termination or expiration of this Agreement. 4. RESTRICTIVE COVENANTS. (a) Acknowledgment. The Contractor understands that the nature of the Contractor's position gives the Contractor access to and knowledge of Confidential Information and places the Contractor in a position of confidence with the Company and that the Contractor will benefit from the Company's goodwill and client relationships. The Contractor understands and acknowledges that the Company invested significant time and expense in developing the Confidential Information and goodwill. The Contractor further understands and acknowledges that the restrictive covenants below are necessary to protect the Company's legitimate business interests in its Confidential Information and goodwill. The Contractor further understands and acknowledges that the Company's ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if the Contractor violates the restrictive covenants below. (b) Non-Competition. Because of Company's legitimate business interest as described herein and the good and valuable consideration offered to the Contractor, during the term of Contractor's contract and thereafter for six (6) months, to run consecutively, beginning on the last day of the Term, and regardless of whether the Terin is ended at the option of the Contractor or the Company, for any reason or no reason, the Contractor agrees and covenants (i) not to engage in any Prohibited Competitive Activity for or at the bchest of any customer or client of Company for which Contractor performed Services under this Agreement in the twelve (12) months prior to the end of the Term, and (ii) not to engage in any Prohibited Competitive Activity for any competitor of Company or clients of Company if engaging in that activity may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information, within 100 miles from any site on which the Contractor previously performed Services under this Agreement in the twelve (12) month period prior to the end of the Term. 6 (1) Nothing herein shall prohibit Contractor from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Contractor is not a controlling person of, or a member of a group that controls, such corporation. (ii) This Section does not in any way, restrict or impede the Contractor from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Contractor shall promptly provide written notice of any such order to Company. (ii) "Prohibited Competitive Activity" is any activity in which the Contractor contributes his or her knowledge, directly or indirectly, in whole or in part, as a Contractor, Company, owner, operator, manager, advisor, consultant, employee, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of safety, security, or petroleum consulting, H2S monitoring or training, or the provision of safety equipment or training to companies in the oil and gas business. Prohibited Competitive Activity also includes activity that may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information. (c) Non-Solicitation of Contractors or Emplovees. Contractor understands and acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and providing orientation to its Contractors and recruiting and training its employees and that the loss of Contractors or employees would cause significant and irreparable harm to thc Company. The Contractor agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, any employee of or contractor with the Company who has been employed by or who has contracted with Company in the twelve (12) months preceding the last day of the Term (collectively, "Covered Worker"), during the Term of this Agreement and continuing for a period of two (2) years subsequent to the termination of this Agreement. 5. NON-DISPARAGEMENT. The Contractor agrees and covenants that the Contractor will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statenients concerning the Company or its businesses, or any of its Contractors, officers, directors, members, and existing and prospective customers, suppliers, investors, and other associated third parties. 6. DATA PROTECTION. Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction. 6 7. OWNERSHIP. All materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company. Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions") made by Contractor in carrying out the projects, provided that either the conception of reduction to practice occurs during the Term hereof and in carrying out he projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 7 (at Company's expense). REPRESENTATIONS AND WARRANTIES. (a) Contractor represents and warrants to the Company that: (i) Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perfom fully all of Contractor's obligations in this Agreement; (ii) Contractor entering into this Agreement with the Company and Contractor's performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which Contractor is subject; (iii) Contractor has the required skill, experience, and qualifications to perform the Services, Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and Contractor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. (iv) Contractor shall comply at all times with and perform the Services in compliance with all applicable federal, state, and local laws and regulations of any jurisdiction in which Contractor performs Services for Company; (v) Contractor shall not use Company's name or logo in any promotional materials, other communications with third parties, or in any other fashion without Company's prior written consent and shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly, that Company endorses, recommends, or prefers Contractor's services; (vi) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request; (vii) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold itself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company; 6 Agreement relating to the provision of Confidential Information to Contractor and restrictions relating thereto in Sections 2 through 4 of this Agreement. Safety Standards. To the extent Contractor performs any Services on the Company's or a client of the Company's premises or will be using the Company's cquipment in the performance of the Services, Contractor shall comply at all times with all security provisions in effect at these premises, with respect to access to premises, and all materials belonging to Company. Contractor agrccs that if services pursuant to this Agreement are to be performed on the premises or facilities of Company or Company's client, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities. Contractor will comply with all applicable policies and standards of Company and Company's client known to Contractor, including but not limited to those relating to conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks, and other resources, and shall carry out the services in a manner consistent with the ethical and professional standards of Company which are known to Contractor. Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs services for Company. (C) Invoices. Contractor shall be paid a fixed fee per hour worked as set forth in the attached Schedule 1, (the "Fees") payable on completion of the Services to the Company's satisfaction and upon the Contractor submitting an invoice to Company for the Services performed, whereupon Company shall pay Contractor the undisputed invoiced amount. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal EIN number prior to payment of any fees, (d) Contractor Costs. Contractor is solely responsible for any travel or other costs or expenses incurred by Contractor in conncction with the performance of the Services, and in no event shall the Company reimburse Contractor, his agents, employees, or subcontractors for any such costs or expenses, unless Company agrees to do so in writing before such costs and expenses are incurred, in which case such costs and expenses should be invoiced with Fees for Services and appropriate documentation with reasonable detail submitted therewith. Contractor shall maintain records and receipts relating to the projects and to expenses incurred in connection therewith and shall provide Company access to such records upon request during normal business hours. Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company's written consent to such engagement. Contractor shall be fully responsible for all costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). (e) Independent Contractor Relationship. Contractor is an independent contractor of the Company and acknowledges and confirms to Company its status as that 6 of an independent contractor. This Agreement shall not be construed to create any association, partnership, joint venture, employee/employer, or agency relationship between Contractor (or any of Contractor's agents, employees or subcontractors) and the Company for any purpose, including but not limited to taxes or employee benefits. Contractor shall have no right, power, or authority (and shall not hold itself out as having right, power, or authority) to bind the Company, create any obligation, express or implied, or make representation on behalf of the Company, and Contractor shall not hold itself out to the public as having any right, power, or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization. Contractor acknowledges that it will receive an IRS Form 1099- MISC from the Company, and that Contractor shall be solely responsible for all federal, state, and local taxes. (f) No Eligibility. Contractor understands and acknowledges that because contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefits now given by Company to, or hereafter declared for the benefit of, Company employees. Without limiting the foregoing, neither Contractor nor any of Contractor's employees, agents or subcontractors shall be eligible to (or shall ever claim to be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on Contractor's behalf. Contractor shall be responsible for, and shall indemnify and hold harmless the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Contractor in connection with the performance of the Services shall be Contractor's employecs or contractors and Contractor shall be fully responsible for them and shall indemnify and hold harmless the Company against any claims made by or on behalf of any such employee or contractor for any benefits, compensation or other rights to which Company's employees might be eligible. IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO OR RIGHT TO PARTICIPATE IN, AND AFFIRMATIVELY ELECTS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR ITS EMPLOYEES. 2. CONTRACTOR'S ACKNOWLEDGEMENTS AND AGREEMENTS By signing this Agreement, Contractor acknowledges and agrecs: (a) that the Confidential Information of the Company described below is and shall continue to be the exclusive proprietary property of the Company, and that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information; 6 (viii) Contractor shall pay all filing, licensing, and permit fees and federal, state, and local taxes (including income tax, self-employment tax, FICA, FUTA, and other taxes) applicable to Contractor's Services to Company under this Agreement, and Contractor understands and agrees it is solely responsible for same; (ix) Contractor shall pay all amounts required under local, state, and federal workers' compensation acts, disability benefit acts, unemployment insurance acts, and other employee benefits acts applicable to Contractor's employees, if any, when due, and Contractor understands and agrees it is solely responsible for same. (b) The Company hereby represents and warrants to Contractor that: (i) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. INDEMNIFICATION. (a) Contractor shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees): (i) related to bodily injury or death of any person, or damage to real or tangible, personal property resulting from Contractor's or Contractor's agents", servants employees' or subcontractors' acts or omissions relating to or arising out of the Services; (ii) contractor; resulting from any claim that Contractor is not an independent (iii) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use thereof by Company infringes any copyright, trade secret or other proprietary right of any third party; or (iv) resulting from a breach by Contractor of any representation, warranty, covenants or obligation under this Agreement. (b) The Company may satisfy such defense and indemnity (in whole or in part) by way of deduction from any payment due to Contractor. 10 6 (c) Company shall defend, indemnify, and hold harmless the Contractor and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (i) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Company's acts or omissions relating to or arising out of the Services, and (ii) Company's breach of any representation, warranty, or obligation under this Agreement. INSURANCE. 10. (a) During the Terin, Contractor, at Contractor's own expense, shall maintain in force adequate forms of insurance, including but not limited to general liability and automobile insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Contractor's conduct, acts, or omissions or the conduct, acts, or omissions of Contractor's agents, contractors, servants, or employees. The Company shall be listed as additional insured under such policy, and Contractor shall forward a certificate of insurance verifying such insurance upon the Company's written request, which certificate will indicate that such insurance policies may not be terminated, canceled, altered or allowed to expire before the expiration of a 30-day notification period and that the Company will be immediately notified in writing of any such notice of termination. Contractor's insurance policy shall support Contractor's indemnity obligations herein. If required, the insurance must include a waiver of the insurer's right of subrogation against Company. (b) If Contractor does not obtain or maintain in force adequate forms of insurance as described in paragraph 10(a), herein above, Company may clect to secure such insurance and, in that event, Contractor shall reimburse Company for the costs of obtaining and maintaining same for Contractor's benefit. (c) Company agrees to procure general liability insurance to cover Contractor for third-party liabilities arising out of the performance of Services at the site of Company's clients and customers pursuant to this Agreement and to support Company's indemnity obligations hereunder to Contractor. Under no circumstances shall Company provide any such insurance coverage for Contractor generally or for Contractor's performance of work or services for a different Company. To the extent that the Texas Oilfield Anti-Indemnity Act is deemed applicable to this Agreement, Company and Contractor shall provide sufficient insurance coverage to support their indemnity obligations herein. 11. TERMINATION. 6 (a) Either Party may terminate this Agreement without cause upon 30 days* written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay Contractor on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination, subject to any offsetting amounts owed for Rental Equipment or other amounts payable to Company pursuant to this Agreement. (b) Either Party may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other party does not cure such breach within 15 days after receipt of written notice of such breach. (c) Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, Contractor shall promptly: (i) Cease all activity on any projects; (ii) provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement; (ii) deliver to the Company all hardware, software, tools, equipment, Equipment Rental, or other materials provided to Contractor by the Company; (iv) deliver to the Company all tangible and electronic documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information; (v) permanently erase all of the Confidential Information from Contractor's computer systems, drives, and equipment made for use with computer systems, and (vi) certify in writing to the Company that Contractor has complied with the requirements of this clause. 12. REMEDIES. In the event of a breach or threatened breach by the Contractor of any of the provisions of this Agreement, the Contractor hereby agrees and acknowledges that the Company will suffer immediate and irreparable injury, for which monetary damages will not be an adequate remedy. The Contractor further acknowledges and agrees that the Company shall be entitled to immediate injunctive relief, including a temporary restraining order, a temporary injunction, a permanent injunction, or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. The Contractor further agrees and acknowledges that the aforementioned equitable relief shall be in addition to, not in lieu of, and without prejudice to, any legal remedies, monetary damages, or other available forms of relief. 6 13. SUCCESSORS AND ASSIGNS. (a) Assignment by the Company. To the extent permitted by state law, the Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and its successors and assigns. (b) No Assignment by the Contractor. The Contractor may not assign this Agreement or any part hereof. Any purported assignment by the Contractor shall be null and void from the initial date of purported assignment. 14. ARBITRATION. (a) Applicable Rules. Any controversy or dispute between Contractor and Company or any of its customers, clients, owners, contractors, officers, directors, members, agents, affiliates, or benefit plans, arising from or in any way related to the performance of Services, including compensation or nature of contractor classification, this Agreement, or the termination thereof, including but not limited to the construction or application of this Agreement, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Employment Arbitration Rules & Procedures and the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness then applicable to the dispute. These rules and other information regarding the administration of claims in arbitration can be found at www.jamsadr.com. Contractor is encouraged to review these rules prior to executing this Agreement. (b) All Disputes Must be Arbitrated. It is the intent of the Parties hereto that all disputes between them must be arbitrated, expressly including, but not limited to, (i) any dispute about the interpretation, validity or enforcement of this Agreement. (ii) any claim of discrimination under federal or state law, such as, but not limited to, discrimination based on age, disability, national origin, race, or sex, (iii) any claim for compensation or benefits, including any claim under the Fair Labor Standards Act, or any other federal or state statute or regulation related to payment of wages, (iv) any claim under the Family Medical Leave Act or similar state law, (v) any claim under the Americans with Disabilities Act or similar state law, (vi) any claim under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or similar state law, and (vii) any other claim of any nature, whether contractual, tortious, common- law, statutory, or regulatory, arising out of, or in any way related to, Contractor's performance of the Services, the terinination thereof, or any other matter incident thereto. The intent of this provision is that all disputes between the Parties, of any nature, touching on or relating to this Agreement or any aspect of Contractor's performance of the Services, including the termination thereof, must be resolved solely by arbitration. 6. However, this Agreement shall not preclude the filing of a charge with the National Labor Relations Board. (c) Venue. The Parties further agree that any arbitration or other proceeding(s) under this Agreement shall take place in Harris County, Texas. (d) Governing Law. The Parties acknowledge that the laws of the State of Texas shall apply to this Agreement without regard or reference to choice or conflict of law rules. (e) Arbitrator's Authority to Make Award. In any such controversy, the arbitrator may make an award of any relief, legal or equitable, interim or final, which could be granted by a court of competent jurisdiction. (1) Waiver of Class and Collective Standing or Action. Contractor agrees that in the presentation and resolution of any dispute between Contractor and Company, as well as against Company's other contractors, customers, clients, owners, members, directors or officers, Contractor expressly waives the right to participate in any class or collective action and, rather, expressly agrees that Contractor will resolve any dispute or claim in a single action between only Contractor, on the one hand, and Company and Company's other contractors, customers, clients, owners, members, directors or officers, as the case may be, on the other hand. Accordingly, Contractor shall neither serve as a class or collective action representative nor shall Contractor join, seek or agree to join, actively or passively, or participate in any capacity in any class or collective action, no matter how small or minor, of a claimants or plaintiffs' group, against Company or Company's other employees, contractors, owners, members, directors or officers. (g) Contractor agrees to seek recourse solely against Company, and not against Company's customer or client, in any of its capacities, for any claim arising under this Agreement. (h) Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction in Harris County, Texas against any improper disclosure of the Confidential Information. 15. Warranty. Contractor represents and warrants that the Contractor is not a party to any non-compete restrictive covenant or related contractual limitation that would interfere with or hinder the Contractor's ability to undertake the obligations and expectations of this Agreement with the Company. Contractor further warrants that the terms of this Agreement shall be construed to cover all past and future matters relating to the Services or any work contractor has performed for which it has been compensated by Company or its predecessors, and that as of the time of the execution of this Agreement there exist no disputes or claims between Contractor and Company, and any right to assert any preexisting claims against Company are hereby extinguished and waived wholly and fully by the execution of this Agreement. Contractor further warrants that he or she has had the opportunity to have the terms of this Agreement reviewed by competent legal counsel of his or her choosing prior to signing this Agreement. 6 16. Governing Law: Jurisdiction and Venue. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), for all purposes, shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts-of- law doctrines of such state or other jurisdictions to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. Any action or proceeding by either of the Parties to seek injunctive relief under this Agreement shall be brought only in any state or federal court located in the State of Texas, County of Harris. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. 17. Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Contractor and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, 18. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Contractor and by an authorized representative of the Company. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. 19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction or arbitral authority to be invalid, illegal, or enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The Parties further agree that any such court or arbitral authority is expressly authorized to modify any unenforceable provision of this Agreement in lieu of severing the unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against cach of them. In any event. should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. 15 6 20. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. 21. Understanding. Contractor certifies that: (1) he/she/it has received a copy of this Agreement for review and study before being asked to sign it, (ii) that he/she/it has had the opportunity to consult with an attorney before signing, and (iii) has had sufficient opportunity to ask questions regarding the Agreement and has received satisfactory answers from Company, and (iv) understands the Agreement and his/her/its obligations under this Agreement. 22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement. 23. Tolling. If the Contractor violates any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Contractor ceases to be in violation of such obligation. 24. Attorneys' Fees. If the Contractor breaches any of the terms of the restrictive covenant obligations articulated herein, to the extent authorized by Texas law, the Contractor will be responsible for payment of all reasonable attorneys' fees and costs that Company incurs in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts. 25. Notice. (a) Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended either by courier or facsimile transmission or two (2) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first-class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other give in accordance herewith. (b) If and when the Agreement terminates, whether voluntarily or involuntarily, Contractor agrees to provide to any subsequent Company for which Contractor provides or is requested to provide services a copy of this Agreement. In addition, Contractor authorizes Company to provide a copy of this Agreement to third parties, including, but not limited to, Contractor's subsequent, anticipated, or possible future Company. 26. Company Employee, Officer and Director Nonrecourse. It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, members, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, members, officers or director of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual 6 employees, members, officers or directors or any individual employees, members, officers or directors* assets for discharge of any such liability. 27. Survival of Obligations. The following provisions of this Agreement shall survive termination of this Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 8(a), 9, 12, 13, 14, 15, 16, 19, 23, 24, 25, 26, 27. EACH INTENDING TO BE BOUND TO THE OTHER, IN WITNESS WHEREOF, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Agreed and accepted: COMPANY Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection By_ ERAT [Signature] Printed Name: C. R. McMillan [NAME OF AUTHORIZED OFFICER] Title: [TITLE OF AUTHORIZED OFFICER] Date of Signature: CONTRACTOR:Signature ا لخدمنديلة Printed Name: Gense Garcica Title: Cintrocter Date of Signature: 10-11-18 Address: 245 fullelele Home Phone: Mobile Phone: Email Address: funuself. AC29@giroul com Energency #: 6 EIN (or SSN)/Tax ID #: State Driver's License # 0920 Date of Birth: 18 6 Independent Contractor Agreement - Security This Independent Contractor Non-Compete Agreement ("Agreement") is entered into on the 7 day of _ Octobe 20_ (the "Effective Date"), by and between Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection, a Texas limited liability company, with its principal place of business located at 1210 Antoine, Houston, Texas 77055 (the" Company") and _ Dillon Pursa Silva (the "Contractor"), residing at SII Disz St. Hvaldk [Contractor's address). The Company and the Contractor are collectively referred to herein as the "Parties". 1. SCOPE AND TERMS OF CONTRACTOR WORK. (a) Scope of Contractor Agreement Company is engaged in the oilfield safety, security, and drilling and completion consulting services business (the "Company Business"). Company desires to hire Contractor as an independent contractor, to perform services and accomplish tasks for Company, in a manner and means that Contractor determines is best for the completion of the job. The Company hereby engages Contractor, and Contractor hereby accepts such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. Contractor shall provide to the Company the services set forth on Schedule 1 or 2 depending on which asset you are working on (the "Services"). The Company shall not control the manner or means by which Contractor or Contractor's employees or contractors perform the Services. Contractor shall retain the freedom and the exclusive right to control and direct all of the Services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest. Contractor shall furnish, at his own expense, the equipment, supplies and other materials used to perform the Services. Contractor shall also furnish and maintain at his expense all certifications, insurances, and licenses used to provide the Services. Contractor shall be given access to Company's Confidential Information, including Company's clients and client lists, in furtherance of the work that Contractor agrees to perform. Contractor agrees to comply with the terms of this Agreement. 6) Term. The term of this Agreement shall commence as of the date of this Agreement set forth above and shall continue for an initial period of one year, which initial period shall automatically renew on the first anniversary of the commencement date, and shall continue to renew on each subsequent anniversary of the commencement date, unless terminated in accordance with this Agreement (the "Term"). Other Work. Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the company, as he so chooses. Contractor may be engaged or employed in any other business, trade, profession, or other activity; however, Contractor agrees to be bound by 6 the terms of this Agreement relating to the provision of Confidential Information to Contractor and restrictions relating thereto in Sections 2 through 4 of this Agreement. Safety Standards. To the extent Contractor performs any Services on the Company's or a client of the Company's premises or will be using the Company's equipment in the performance of the Services, Contractor shall comply at all times with all security provisions in effect at these premises, with respect to access to premises, and all materials belonging to Company. Contractor agrees that if services pursuant to this Agreement are to be performed on the premises or facilities of Company or Company's client, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities. Contractor will comply with all applicable policies and standards of Company and Company's client known to Contractor, including but not limited to those relating to conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks, and other resources, and shall carry out the services in a manner consistent with the ethical and professional standards of Company which are known to Contractor. Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs services for Company. c) Invoices. Contractor shall be paid a fixed fee per hour worked as set forth in the attached Schedule 1 or 2 depending on which asset you are working on, (the #Fees") payable on completion of the Services to the Company's satisfaction and upon the Contractor submitting an invoice to Company for the Services performed, whereupon Company shall pay Contractor the undisputed invoiced amount. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal EIN number prior to payment of any fees. (d) Contractor Costs. Contractor is solely responsible for any travel or other costs or expenses incurred by Contractor in connection with the performance of the Services, and in no event shall the Company reimburse Contractor, his agents, employees, or subcontractors for any such costs or expenses, unless Company agrees to do so in writing before such costs and expenses are incurred, in which case such costs and expenses should be invoiced with Fees for Services and appropriate documentation with reasonable detail submitted therewith. Contractor shall maintain records and receipts relating to the projects and to expenses incurred in connection therewith and shall provide Company access to such records upon request during normal business hours. Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company's written consent to such engagement. Contractor shall be fully responsible for all costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). 6 (e) Independent Contractor Relationship. Contractor is an independent contractor of the Company and acknowledges and confirms to Company its status as that of an independent contractor. This Agreement shall not be construed to create any association, partnership, joint venture, employee/employer, or agency relationship between Contractor (or any of Contractor's agents, employees or subcontractors) and the Company for any purpose, including but not limited to taxes or employee benefits. Contractor shall have no right, power, or authority (and shall not hold itself out as having right, power, or authority) to bind the Company, create any obligation, express or implied, or make representation on behalf of the Company, and Contractor shall not hold itself out to the public as having any right, power, or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization, Contractor acknowledges that it will receive an IRS Form 1099-MISC from the Company, and that Contractor shall be solely responsible for all federal, state, and local taxes. (f) No Eligibility. Contractor understands and acknowledges that because contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefits now given by Company to, or hereafter declared for the benefit of, Company employees. Without limiting the foregoing, neither Contractor nor any of Contractor's employees, agents or subcontractors shall be eligible to (or shall ever claim to be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on Contractor's behalf. Contractor shall be responsible for, and shall indemnify and hold harmless the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Contractor in connection with the performance of the Services shall be Contractor's employees or contractors and Contractor shall be fully responsible for them and shall indemnify and hold harmless the Company against any claims made by or on behalf of any such employee or contractor for any benefits, compensation or other rights to which Company's employees might be eligible. IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO OR RIGHT TO PARTICIPATE IN, AND AFFIRMATIVELY ELECTS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR ITS EMPLOYEES. 2. CONTRACTOR'S ACKNOWLEDGEMENTS AND AGREEMENTS By signing this Agreement, Contractor acknowledges and agrees: (a) that the Confidential Information of the Company described below is and shall continue to be the exclusive proprietary property of the Company, and that nothing 6 contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information; (b) that the Company's business and services are highly specialized in nature and scope; that the Confidential Information is not generally known and is secret; that the Company has provided and will, after the execution of this Agreement, continue to provide Contractor with Confidential Information, and that the value of this information cannot adequately be compensated by damages in an action at law; (c) that the Confidential Information of the Company constitutes valuable and unique assets that provide the Company an advantage over competitors, are developed or acquired by the Company at considerable time and expense, and are proprietary to the Company and are intended to be used solely for the benefit of Company; (d) that the Company has eamed goodwill with its suppliers, vendors and customers, that the Company has provided and will continue to provide Contractor, through the opportunity to perform Services, with the Company's goodwill in developing relationships with suppliers, vendors and customers; that Contractor could not develop these relationships without using the Company's goodwill; that this goodwill is valuable; and that the value of this goodwill cannot adequately be compensated by damages in an action at law, (e) that, but for Contractor's agreement to the terms and conditions of this Agreement, Company would not impart or provide access to such Confidential Information to Contractor; (f) that, Contractor agrees that, in exchange for the consideration identified herein, including the Company's promise to provide, and provision of Confidential Information as well as allowing Contractor to utilize Company's goodwill, all of the following obligations shall apply at all times during the performance of Services for the Company and shall continue to apply beyond such performance of Services and/or termination or modification of this Agreement, by any Party for any reason or no reason at all, for the periods expressly stated, and agreed to between the Parties, herein. 3. CONFIDENTIAL INFORMATION. The Contractor understands and acknowledges that during the Term, the Contractor will have access to and learn about the Company's confidential, proprietary, and trade secret information (defined below as Confidential Information). (a) Confidential Information Defined. For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, operations, services, strategies, techniques, research, development, agrecments, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer software, work-in- process, databases, manuals, records, systems, material, sources of material, vendor 6 information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll and payment rate information, staffing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, Customer Information (as defined herein), customer lists, distributor lists, and buyer lists of the Company or its businesses, or of any other person or entity that has entrusted information to the Company in confidence. (b) "Customer Information" is all information about the Company's customer that is not known to the public, including but not limited to business processes, structure, management, hierarchy, levels of authority, practices, methods, policies, plans, documents, benefits, salaries, operations, services, strategies, techniques, research, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, trade secrets, computer software, work- in-process, databases, manuals, records, systems, material, sources of material, vendor information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, distributor lists, buyer lists, or other information not known to the public regarding the manner in which the Customer provides products or services. (c) The Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. (d) The Contractor understands and agrees that Confidențial Information includes information developed by the Contractor in the course of the Contractor's employment by the Company as if the Company furnished the same Confidential Information to the Contractor in the first instance, Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Contractor, provided that such disclosure is through no direct or indirect fault of the Contractor or person(s) acting on the Contractor's behalf. (e) The Contractor understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, providing orientation to its Contractors, and improving its offerings in the fields of oilfield, security, and safety services. The Contractor understands and 6 acknowledges that as a result of these efforts, Company has created, and continues to use and create, Confidential Information. The Contractor further understands and acknowledges that this Confidential Information provides Company with a competitive advantage over others in the marketplace and that Company would suffer irreparable harm if Confidential Information is disclosed to its competitors. (1) Disclosure and Use Restrictions. The Contractor agrees and covenants: (1) to treat all Confidential Information as strictly confidential; (ii) that the receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same manner that it protects its own Confidential Information of like kind; (iii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other Contractors of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone who is not working directly for the Company except as required in the performance of the Contractor's authorized performance of Services for the Company; and (iv) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Contractor's authorized work for the Company. (g) The Contractor understands and acknowledges that the Contractor's obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Contractor first having access to such Confidential Information (whether before or after beginning work with the Company) and shall continue during and after the Contractor's term of work for the Company until such time as such Confidential Information has become public knowledge other than as a result of the Contractor's breach of this Agreement or breach by those acting in concert with the Contractor or on the Contractor's behalf. (h) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return all Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that all Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party. (i) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, and methodology) (i) previously known to it, (ii) Independently developed by it, (iii) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party, 6 (1) Nothing in the Agreement shall be construed to grant the receiving Party any rights or licenses to use the Confidential Information. (k) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (ii) the receiving Party shall cooperate with the disclosing Party in resisting such disclosure or seeking suitable protections prior to such disclosure, and (iii) the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose. (1) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 3 shall survive for a period of five (5) years after the termination or expiration of this Agreement. 4. RESTRICTIVE COVENANTS. (a) Acknowledgment. The Contractor understands that the nature of the Contractor's position gives the Contractor access to and knowledge of Confidential Information and places the Contractor in a position of confidence with the Company and that the Contractor will benefit from the Company's goodwill and client relationships. The Contractor understands and acknowledges that the Company invested significant time and expense in developing the Confidential Information and goodwill. The Contractor further understands and acknowledges that the restrictive covenants below are necessary to protect the Company's legitimate business interests in its Confidential Information and goodwill. The Contractor further understands and acknowledges that the Company's ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if the Contractor violates the restrictive covenants below. (b) Non-Competition. Because of Company's legitimate business interest as described herein and the good and valuable consideration offered to the Contractor, during the term of Contractor's contract and thereafter for six (6) months, to run consecutively, beginning on the last day of the Term, and regardless of whether the Term is ended at the option of the Contractor or the Company, for any reason or no reason, the Contractor agrees and covenants (1) not to engage in any Prohibited Competitive Activity for or at the behest of any customer or client of Company for which Contractor performed Services under this Agreement in the twelve (12) months prior to the end of the Term, and (ii) not to engage in any Prohibited Competitive Activity for any competitor of Company or clients of Company if engaging in that activity may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information, within 100 miles from any site on which the Contractor previously performed Services under this Agreement in the twelve (12) month period prior to the end of the Term. 6 (1) Nothing herein shall prohibit Contractor from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Contractor is not a controlling person of, or a member of a group that controls, such corporation. (ii) This Section does not in any way, restrict or impede the Contractor from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Contractor shall promptly provide written notice of any such order to Company. (iii) "Prohibited Competitive Activity" is any activity in which the Contractor contributes his or her knowledge, directly or indirectly, in whole or in part, as a Contractor, Company, owner, operator, manager, advisor, consultant, employec, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of safety, security, or petroleum consulting, H2S monitoring or training, or the provision of safety equipment or training to companies in the oil and gas business. Prohibited Competitive Activity also includes activity that may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information (c) Non-Solicitation of Contractors or Employees. Contractor understands and acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and providing orientation to its Contractors and recruiting and training its employees and that the loss of Contractors or employees would cause significant and irreparable harm to the Company. The Contractor agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, any employee of or contractor with the Company who has been employed by or who has contracted with Company in the twelve (12) months preceding the last day of the Term (collectively, "Covered Worker"), during the Term of this Agreement and continuing for a period of two (2) years subsequent to the termination of this Agreement. 5. NON-DISPARAGEMENT. The Contractor agrees and covenants that the Contractor will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its Contractors, officers, directors, members, and existing and prospective customers, suppliers, investors, and other associated third parties. 6. DATA PROTECTION. Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction. 6 7. OWNERSHIP. All materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company. Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions") made by Contractor in carrying out the projects, provided that either the conception of reduction to practice occurs during the Term hereof and in carrying out he projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 7 (at Company's expense). REPRESENTATIONS AND WARRANTIES. (a) Contractor represents and warrants to the Company that: () Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Contractor's obligations in this Agreement; (ii) Contractor entering into this Agreement with the Company and Contractor's performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which Contractor is subject; (iii) Contractor has the required skill, experience, and qualifications to perform the Services, Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and Contractor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. (iv) Contractor shall comply at all times with and perform the Services in compliance with all applicable federal, state, and local laws and regulations of any jurisdiction in which Contractor performs Services for Company; (V) Contractor shall not use Company's name or logo in any promotional materials, other communications with third parties, or in any other fashion without Company's prior written consent and shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly, that Company endorses, recommends, or prefers Contractor's services; (vi) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request; (vii) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold itself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company, 6 (viii) Contractor shall pay all filing, licensing, and permit fees and federal, state, and local taxes (including income tax, self-employment tax, FICA, FUTA, and other taxes) applicable to Contractor's Services to Company under this Agreement, and Contractor understands and agrees it is solely responsible for same; (ix) Contractor shall pay all amounts required under local, state, and federal workers' compensation acts, disability benefit acts, unemployment insurance acts, and other employee benefits acts applicable to Contractor's employees, if any, when due, and Contractor understands and agrees it is solely responsible for same. (6) The Company hereby represents and warrants to Contractor that: (1) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. 9. INDEMNIFICATION, (a) Contractor shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees): (i) related to bodily injury or death of any person, or damage to real or tangible, personal property resulting from Contractor's or Contractor's agents*, servants employees or subcontractors' acts or omissions relating to or arising out of the Services; (ii) contractor; resulting from any claim that Contractor is not an independent (iii) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use thereof by Company infringes any copyright, trade secret or other proprietary right of any third party; or (iv) resulting from a breach by Contractor of any representation, warranty, covenants or obligation under this Agreement. (b) The Company may satisfy such defense and indemnity (in whole or in part) by way of deduction from any payment due to Contractor. 10 6 (c) Company shall defend, indemnify, and hold harmless the Contractor and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (i) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Company's acts or omissions relating to or arising out of the Services, and (ii) Company's breach of any representation, warranty, or obligation under this Agreement. 10. INSURANCE. (a) During the Term, Contractor, at Contractor's own expense, shall maintain in force adequate forms of insurance, including but not limited to general liability and automobile insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Contractor's conduct, acts, or omissions or the conduct, acts, or omissions of Contractor's agents, contractors, servants, or employees. The Company shall be listed as additional insured under such policy, and Contractor shall forward a certificate of insurance verifying such insurance upon the Company's written request, which certificate will indicate that such insurance policies may not be terminated, canceled, altered or allowed to expire before the expiration of a 30-day notification period and that the Company will be immediately notified in writing of any such notice of termination. Contractor's insurance policy shall support Contractor's indemnity obligations herein. If required, the insurance must include a waiver of the insurer's right of subrogation against Company. (b) If Contractor does not obtain or maintain in force adequate forms of insurance as described in paragraph 10(a), herein above, Company may elect to secure such insurance and, in that event, Contractor shall reimburse Company for the costs of obtaining and maintaining same for Contractor's benefit. (c) Company agrees to procure general liability insurance to cover Contractor for third-party liabilities arising out of the performance of Services at the site of Company's clients and customers pursuant to this Agreement and to support Company's indemnity obligations hereunder to Contractor. Under no circumstances shall Company provide any such insurance coverage for Contractor generally or for Contractor's performance of work or services for a different Company. To the extent that the Texas Oilfield Anti-Indemnity Act is deemed applicable to this Agreement, Company and Contractor shall provide sufficient insurance coverage to support their indemnity obligations herein. 11. TERMINATION. 6 (b) that the Company's business and services are highly specialized in nature and scope; that the Confidential Information is not generally known and is secret; that the Company has provided and will, after the execution of this Agreement, continue to provide Contractor with Confidential Information; and that the value of this information cannot adequately be compensated by damages in an action at law; (c) that the Confidential Information of the Company constitutes valuable and uniquc asscts that provide the Company an advantage over competitors, are developed or acquired by the Company at considerable time and expense, and are proprietary to the Company and are intended to be used solely for the benefit of Company; (d) that the Company has earned goodwill with its suppliers, vendors and customers; that the Company has provided and will continue to provide Contractor, through the opportunity to perform Services, with the Company's goodwill in developing relationships with suppliers, vendors and customers; that Contractor could not develop these relationships without using the Company's goodwill; that this goodwill is valuable; and that the value of this goodwill cannot adequately be compensated by damages in an action at law; (e) that, but for Contractor's agreement to the terms and conditions of this Agreement, Company would not impart or provide access to such Confidential Information to Contractor; (1) that, Contractor agrees that, in exchange for the consideration identified herein, including the Company's promise to provide, and provision of Confidential Information as well as allowing Contractor to utilize Company's goodwill, all of the following obligations shall apply at all times during the performance of Services for the Company and shall continue to apply beyond such performance of Services and/or termination or modification of this Agreement, by any Party for any reason or no reason at all, for the periods expressly stated, and agreed to between the Parties, herein. 3. CONFIDENTIAL INFORMATION. The Contractor understands and acknowledges that during the Term, the Contractor will have access to and learn about the Company's confidential, proprietary, and trade secret information (defined below as Confidential Information). (a) Confidential Information Defined. For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, operations, services, strategies, techniques, research, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer software, work-in-process, databases, manuals, records, systems, material, sources of material, vendor information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll and payment rate information, staffing information, personnel information, Contractor lists, 6 supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, Customer Information (as defined herein), customer lists, distributor lists, and buyer lists of the Company or its businesses, or of any other person or entity that has entrusted information to the Company in confidence. (b) "Customer Information" is all information about the Company's customer that is not known to the public, including but not limited to business processes, structure, management, hierarchy, levels of authority, practices, methods, policies, plans, documents, benefits, salaries, operations, services, strategies, techniques, research, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, trade secrets, computer software, work-in-process, databases, manuals, records, systems, material, sources of material, vendor information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, distributor lists, buyer lists, or other information not known to the public regarding the manner in which the Customer provides products or services. (c) The Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. (d) The Contractor understands and agrees that Confidential Information includes information developed by the Contractor in the course of the Contractor's employment by the Company as if the Company furnished the same Confidential Information to the Contractor in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Contractor, provided that such disclosure is through no direct or indirect fault of the Contractor or person(s) acting on the Contractor's behalf. (e) The Contractor understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, providing orientation to its Contractors, and improving its offerings in the fields of oilfield, security, and safety services. The Contractor understands and acknowledges that as a result of these efforts, Company has created, and continues to use and create, Confidential Information. The Contractor further understands and acknowledges that this Confidential Information provides Company with a competitive 6 (a) Either Party may terminate this Agreement without cause upon 30 days' written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay Contractor on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination, subject to any offsetting amounts owed for Rental Equipment or other amounts payable to Company pursuant to this Agreement. (b) Either Party may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other party does not cure such breach within 15 days after receipt of written notice of such breach. (c) Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, Contractor shall promptly: (1) Cease all activity on any projects; (ii) provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement; (iii) deliver to the Company all hardware, software, tools, equipment, Equipment Rental, or other materials provided to Contractor by the Company; (iv) deliver to the Company all tangible and electronic documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information; (v) permanently erase all of the Confidential Information from Contractor's computer systems, drives, and equipment made for use with computer systems, and (vi) certify in writing to the Company that Contractor has complied with the requirements of this clause. 12. REMEDIES. In the event of a breach or threatened breach by the Contractor of any of the provisions of this Agreement, the Contractor hereby agrees and acknowledges that the Company will suffer immediate and irreparable injury, for which monetary damages will not be an adequate remedy. The Contractor further acknowledges and agrees that the Company shall be entitled to immediate injunctive relief, including a temporary restraining order, a temporary injunction, a permanent injunction, or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. The Contractor further agrees and acknowledges that the aforementioned cquitable relief shall be in addition to, not in lieu of, and without prejudice to, any legal remedies, monetary damages, or other available forms of relief. 6 13. SUCCESSORS AND ASSIGNS. (a) Assignment by the Company. To the extent permitted by state law, the Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and its successors and assigns. (b) No Assignment by the Contractor. The Contractor may not assign this Agreement or any part hereof. Any purported assignment by the Contractor shall be null and void from the initial date of purported assignment. 14. ARBITRATION. (a) Applicable Rules. Any controversy or dispute between Contractor and Company or any of its customers, clients, owners, contractors, officers, directors, members, agents, affiliates, or benefit plans, arising from or in any way related to the performance of Services, including compensation or nature of contractor classification, this Agreement, or the termination thereof, including but not limited to the construction or application of this Agreement, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Employment Arbitration Rules & Procedures and the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness then applicable to the dispute. These rules and other information regarding the administration of claims in arbitration can be found at www.jamsadr.com. Contractor is encouraged to review these rules prior to executing this Agreement. (b) All Disputes Must be Arbitrated. It is the intent of the Parties hereto that all disputes between them must be arbitrated, expressly including, but not limited to, (i) any dispute about the interpretation, validity or enforcement of this Agreement, (ii) any claim of discrimination under federal or state law, such as, but not limited to, discrimination based on age, disability, national origin, race, or sex, (iii) any claim for compensation or benefits, including any claim under the Fair Labor Standards Act, or any other federal or state statute or regulation related to payment of wages, (iv) any claim under the Family Medical Leave Act or similar state law, (v) any claim under the Americans with Disabilities Act or similar state law, (vi) any claim under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or similar state law, and (vii) any other claim of any nature, whether contractual, tortious, common- law, statutory, or regulatory, arising out of, or in any way related to, Contractor's performance of the Services, the termination thereof, or any other matter incident thereto. The intent of this provision is that all disputes between the Parties, of any nature, touching on or relating to this Agreement or any aspect of Contractor's performance of the Services, including the termination thereof, must be resolved solely by arbitration, 6 However, this Agreement shall not preclude the filing of a charge with the National Labor Relations Board. (c) Venue. The Parties further agree that any arbitration or other proceeding(s) under this Agreement shall take place in Harris County, Texas. (d) Governing Law. The Parties acknowledge that the laws of the State of Texas shall apply to this Agreement without regard or reference to choice or conflict of law rules. (e) Arbitrator's Authority to Make Award. In any such controversy, the arbitrator may make an award of any relief, legal or equitable, interim or final, which could be granted by a court of competent jurisdiction. (1) Waiver of Class and Collective Standing or Action Contractor agrees that, in the presentation and resolution of any dispute between Contractor and Company, as well as against Company's other contractors, customers, clients, owners, members, directors or officers, Contractor expressly waives the right to participate in any class or collective action and, rather, expressly agrees that Contractor will resolve any dispute or claim in a single action between only Contractor, on the one hand, and Company and Company's other contractors, customers, clients, owners, members, directors or officers, as the case may be, on the other hand. Accordingly, Contractor shall neither serve as a class or collective action representative nor shall Contractor join, seek or agree to join, actively or passively, or participate in any capacity in any class or collective action, no matter how small or minor, of a claimants' or plaintiffs' group, against Company or Company's other employees, contractors, owners, members, directors or officers. (g) Contractor agrees to seek recourse solely against Company, and not against Company's customer or client, in any of its capacities, for any claim arising under this Agreement. (h) Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction in Harris County, Texas against any improper disclosure of the Confidential Information. 15. Warranty. Contractor represents and warrants that the Contractor is not a party to any non-compete restrictive covenant or related contractual limitation that would interfere with or hinder the Contractor's ability to undertake the obligations and expectations of this Agreement with the Company. Contractor further warrants that the terms of this Agreement shall be construed to cover all past and future matters relating to the Services or any work contractor has performed for which it has been compensated by Company or its predecessors, and that as of the time of the execution of this Agreement there exist no disputes or claims between Contractor and Company, and any right to assert any preexisting claims against Company are hereby extinguished and waived wholly and fully by the execution of this Agreement. Contractor further warrants that he or she has had the opportunity to have the terms of this Agreement reviewed by competent legal counsel of his or her choosing prior to signing this Agreement. 6 16. Governing Law: Jurisdiction and Venue. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), for all purposes, shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts-of- law doctrines of such state or other jurisdictions to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. Any action or proceeding by either of the Parties to seek injunctive relief under this Agreement shall be brought only in any state or federal court located in the State of Texas, County of Harris. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. 17. Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Contractor and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 18. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Contractor and by an authorized representative of the Company. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. 19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction or arbitral authority to be invalid, illegal, or enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The Parties further agree that any such court or arbitral authority is expressly authorized to modify any unenforceable provision of this Agreement in lieu of severing the unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. IS 6 20. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. 21. Understanding. Contractor certifies that: (i) he/she/it has received a copy of this Agreement for review and study before being asked to sign it, (ii) that he/she/it has had the opportunity to consult with an attorney before signing, and (iii) has had sufficient opportunity to ask questions regarding the Agreement and has received satisfactory answers from Company, and (iv) understands the Agreement and his/her/its obligations under this Agreement. 22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement. 23. Tolling. If the Contractor violates any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Contractor ceases to be in violation of such obligation. 24. Attorneys' Fees. If the Contractor breaches any of the terms of the restrictive covenant obligations articulated herein, to the extent authorized by Texas law, the Contractor will be responsible for payment of all reasonable attorneys' fees and costs that Company incurs in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts. 25. Notice. (a) Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended either by courier or facsimile transmission or two (2) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first-class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other give in accordance herewith. (b) If and when the Agreement terminates, whether voluntarily or involuntarily, Contractor agrees to provide to any subsequent Company for which Contractor provides or is requested to provide services a copy of this Agreement. In addition, Contractor authorizes Company to provide a copy of this Agreement to third parties, including, but not limited to, Contractor's subsequent, anticipated, or possible future Company, 26. Company Employee, Officer and Director Nonrecourse. It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, members, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, members, officers or director of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual 16 6 employees, members, officers or directors or any individual employees, members, officers or directors' assets for discharge of any such liability. 27. Survival of Obligations. The following provisions of this Agreement shall survive termination of this Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 8(a), 9, 12, 13, 14, 15, 16, 19, 23, 24, 25, 26, 27. EACH INTENDING TO BE BOUND TO THE OTHER, IN WITNESS WHEREOF, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Agreed and accepted: COMPANY Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection By Cher [Signature Printed Name: _C. R. McMillan NAME OF AUTHORIZED OFFICER) Title: [TITLE OF AUTHORIZED OFFICER) Date of Signature: CONTRACTOR Signature: S A S Printed Name: _Dillon Puruz Silva Title: _ Security Officer Date of Signature: 10-17-18 Address: _511 Dia z St. Home Phone: Mobile Phone: - Email Address: _ dillon silva 93@gmail.com Emergency #: 6 EIN (or SSN)/Tax ID #: *2856 State Driver's License #: Date of Birth: 1993 6 Independent Contractor Agreement - Security This Independent Contractor Non-Competc Agreement ("Agreement") is entered into on the ile day of October 20.1% (the "Effective Date"), by and between Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection, a Texas limited liability company, with its principal place of business located at 1210 Antoine, Houston, Texas 77055 (the" Company") and F isco Polo __(the "Contractor"), residing at fooi Lek viñes Street th:520n 75777 [Contractor's address). The Company and the Contractor are collectively referred to herein as the "Parties". 1. SCOPE AND TERMS OF CONTRACTOR WORK. (a) Scope of Contractor Agreement. Company is engaged in the oilfield safety, security, and drilling and completion consulting services business (the "Company Business"). Company desires to hire Contractor as an independent contractor, to perform services and accomplish tasks for Company, in a manner and means that Contractor determines is best for the conipletion of the job. The Company hereby engages Contractor, and Contractor hereby accepts such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. Contractor shall provide to the Company the services set forth on Schedule 1 or 2 depending on which asset you are working on (the "Services"). The Company shall not control the manner or means by which Contractor or Contractor's employees or contractors perform the Services. Contractor shall retain the freedom and the exclusive right to control and direct all of the Services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest. Contractor shall furnish, at his own expense, the equipment, supplies and other materials used to perform the Services. Contractor shall also furnish and maintain at his expense all certifications, insurances, and licenses used to provide the Services. Contractor shall be given access to Company's Confidential Information, including Company's clients and client lists, in furtherance of the work that Contractor agrees to perform. Contractor agrees to comply with the terms of this Agreement. (b) Term. The term of this Agreement shall commence as of the date of this Agreement set forth above and shall continue for an initial period of one year, which initial period shall automatically renew on the first anniversary of the commencement dale, and shall continue to renew on each subsequent anniversary of the commencement date, unless terminated in accordance with this Agreement (the "Term"). Other Work. Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the company, as he so chooses. Contractor may be engaged or employed in any other business, trade, profession, or other activity, however, Contractor agrees to be bound by 6 the terms of this Agreement relating to the provision of Confidential Information to Contractor and restrictions relating thereto in Sections 2 through 4 of this Agreement. Safety Standards. To the extent Contractor performs any Services on the Company's or a client of the Company's premises or will be using the Company's equipment in the performance of the Services, Contractor shall comply at all times with all security provisions in effect at these premises, with respect to access to premises, and all materials belonging to Company, Contractor agrees that if services pursuant to this Agreement are to be performed on the premises or facilities of Company or Company's client, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities. Contractor will comply with all applicable policies and standards of Company and Company's client known to Contractor, including but not limited to those relating to conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks, and other resources, and shall carry out the services in a manner consistent with the ethical and professional standards of Company which are known to Contractor. Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs services for Company. (c) Invoices. Contractor shall be paid a fixed fee per hour worked as set forth in the attached Schedule 1 or 2 depending on which asset you are working on, (the "Fees") payable on completion of the Services to the Company's satisfaction and upon the Contractor submitting an invoice to Company for the Services performed, whereupon Company shall pay Contractor the undisputed invoiced amount. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal EIN number prior to payment of any fees. (d) Contractor Costs. Contractor is solely responsible for any travel or other costs or expenses incurred by Contractor in connection with the performance of the Services, and in no event shall the Company reimburse Contractor, his agents. employees, or subcontractors for any such costs or expenses, unless Company agrees to do so in writing before such costs and expenses are incurred, in which case such costs and expenses should be invoiced with Fees for Services and appropriate documentation with reasonable detail submitted therewith. Contractor shall maintain records and receipts relating to the projects and to expenses incurred in connection therewith and shall provide Company access to such records upon request during normal business hours. Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company's written consent to such engagement. Contractor shall be fully responsible for all costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). 6 (e) Independent Contractor Relationship. Contractor is an independent contractor of the Company and acknowledges and confirms to Company its status as that of an independent contractor. This Agreement shall not be construed to create any association, partnership, joint venture, employee/employer, or agency relationship between Contractor (or any of Contractor's agents, employees or subcontractors) and the Company for any purpose, including but not limited to taxes or employee benefits. Contractor shall have no right, power, or authority (and shall not hold itself out as having right, power, or authority) to bind the Company, create any obligation, express or implied, or make representation on behalf of the Company, and Contractor shall not hold itself out to the public as having any right, power, or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization. Contractor acknowledges that it will receive an IRS Form 1099-MISC from the Company, and that Contractor shall be solely responsible for all federal, state, and local taxes. (1) No Eligibility. Contractor understands and acknowledges that because contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefits now given by Company to, or hereafter declared for the benefit of, Company employees. Without limiting the foregoing, neither Contractor nor any of Contractor's employees, agents or subcontractors shall be eligible to (or shall ever claim to be eligiblc to) participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on Contractor's behalf. Contractor shall be responsible for, and shall indemnify and hold harmless the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Contractor in connection with the performance of the Services shall be Contractor's employees or contractors and Contractor shall be fully responsible for them and shall indemnify and hold harmless the Company against any claims made by or on behalf of any such employee or contractor for any benefits, compensation or other rights to which Company's employees might be eligible. IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO OR RIGHT TO PARTICIPATE IN. AND AFFIRMATIVELY ELECTS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR ITS EMPLOYEES. 2. CONTRACTOR'S ACKNOWLEDGEMENTS AND AGREEMENTS By signing this Agreement, Contractor acknowledges and agrecs: (a) that the Confidential Information of the Company described below is and shall continue to be the exclusive proprietary property of the Company, and that nothing 6 contained in this Agreement shall be construed as granting any property rights. by license or otherwise, to any Confidential Information; (b) that the Company's business and services are highly specialized in nature and scope; that the Confidential Information is not generally known and is secret; that the Company has provided and will, after the execution of this Agreement, continue to provide Contractor with Confidential Information; and that the value of this information cannot adequately be compensated by damages in an action at law; (c) that the Confidential Information of the Company constitutes valuable and unique assets that provide the Company an advantage over competitors, are developed or acquired by the Company at considerable time and expense, and are proprietary to the Company and are intended to be used solely for the benefit of Company; (d) that the Company has earned goodwill with its suppliers, vendors and customers; that the Company has provided and will continue to provide Contractor, through the opportunity to perform Services, with the Company's goodwill in developing relationships with suppliers, vendors and customers; that Contractor could not develop these relationships without using the Company's goodwill; that this goodwill is valuable; and that the value of this goodwill cannot adequately be compensated by damages in an action at law; (e) that, but for Contractor's agreement to the terms and conditions of this Agreement, Company would not impart or provide access to such Confidential Information to Contractor; (1) that, Contractor agrees that, in exchange for the consideration identified herein, including the Company's promise to provide, and provision of Confidential Information as well as allowing Contractor to utilize Company's goodwill, all of the following obligations shall apply at all times during the performance of Services for the Company and shall continue to apply beyond such performance of Services and/or termination or modification of this Agreement, by any Party for any reason or no reason at all, for the periods expressly stated, and agreed to between the Parties, herein. 3. CONFIDENTIAL INFORMATION. The Contractor understands and acknowledges that during the Term, the Contractor will have access to and learn about the Company's confidential, proprietary, and trade secret information (defined below as Confidential Information). (a) Confidential Information Defined. For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans. documents, operations, services, strategies, techniques, research, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer software, work-in- process, databases, manuals, records, systems, material, sources of material, vendor 6 information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll and payment rate information, staffing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, Customer Information (as defined herein), customer lists, distributor lists, and buyer lists of the Company or its businesses, or of any other person or entity that has entrusted information to the Company in confidence. (b) "Customer Information" is all information about the Company's customer that is not known to the public, including but not limited to business processes, structure, management, hierarchy, levels of authority, practices, methods, policies, plans, documents, benefits, salaries, operations, services, strategies, techniques, rescarch, development, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, trade secrets, computer software, work- in-process, databases, manuals, records, systems, material, sources of material, vendor information, financial information, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, personnel information, Contractor lists, supplier lists, vendor lists, reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, technical knowledge, ideas, concepts, know-how, methodology, notes, communications, product plans, models, ideas, inventions, discoveries, experimental processes, experimental results, specifications, distributor lists, buyer lists, or other information not known to the public regarding the manner in which the Customer provides products or services. (c) The Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. (d) The Contractor understands and agrees that Confidential Information includes information developed by the Contractor in the course of the Contractor's employment by the Company as if the Company furnished the same Confidential Information to the Contractor in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Contractor, provided that such disclosure is through no direct or indirect fault of the Contractor or person(s) acting on the Contractor's behalf: (e) The Contractor understands and acknowledges that the Company has invested, and continues to invest, substantial timo, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, providing orientation to its Contractors, and improving its offerings in the fields of oilfield, security, and safety services. The Contractor understands and 6 acknowledges that as a result of these efforts, Company has created, and continues to use and create, Confidential Information. The Contractor further understands and acknowledges that this Confidential Information provides Company with a competitive advantage over others in the marketplace and that Company would suffer irreparable harm if Confidential Information is disclosed to its competitors. (1) Disclosure and Use Restrictions. The Contractor agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) that the receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same manner that it protects its own Confidential Information of like kind; (iii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other Contractors of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone who is not working directly for the Company except as required in the performance of the Contractor's authorized performance of Services for the Company; and (iv) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Contractor's authorized work for the Company. (g) The Contractor understands and acknowledges that the Contractor's obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Contractor first having access to such Confidential Information (whether before or after beginning work with the Company) and shall continue during and after the Contractor's term of work for the Company until such time as such Confidential Information has become public knowledge other than as a result of the Contractor's breach of this Agreement or breach by those acting in concert with the Contractor or on the Contractor's behalf. (h) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return all Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that all Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party. (i) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, and methodology) (i) previously known to it, (ii) Independently developed by it, (iii) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party. 6 6) Nothing in the Agreement shall be construed to grant the receiving Party any rights or licenses to use the Confidential Information. (k) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (ii) the receiving Party shall cooperate with the disclosing Party in resisting such disclosure or seeking suitable protections prior to such disclosure, and (iii) the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose. (1) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 3 shall survive for a period of five (5) years after the termination or expiration of this Agreement. 4. RESTRICTIVE COVENANTS. (a) Acknowledgment. The Contractor understands that the nature of the Contractor's position gives the Contractor access to and knowledge of Confidential Information and places the Contractor in a position of confidence with the Company and that the Contractor will benefit from the Company's goodwill and client relationships. The Contractor understands and acknowledges that the Company invested significant time and expense in developing the Confidential Information and goodwill. The Contractor further understands and acknowledges that the restrictive covenants below are necessary to protect the Company's legitimate business interests in its Confidential Information and goodwill The Contractor further understands and acknowledges that the Company's ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if the Contractor violates the restrictive covenants below. (b) Non-Competition. Because of Company's legitimate business interest as described herein and the good and valuable consideration offered to the Contractor, during the term of Contractor's contract and thereafter for six (6) months, to run consecutively, beginning on the last day of the Term, and regardless of whether the Term is ended at the option of the Contractor or the Company, for any reason or no reason, the Contractor agrees and covenants (1) not to engage in any Prohibited Competitive Activity for or at the behest of any customer or client of Company for which Contractor performed Services under this Agrecment in the twelve (12) months prior to the end of the Terin, and (ii) not to engage in any Prohibited Competitive Activity for any competitor of Company or clients of Company if engaging in that activity may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information, within 100 miles from any site on which the Contractor previously performed Services under this Agreement in the twelve (12) month period prior to the end of the Term. 6 (i) Nothing herein shall prohibit Contractor from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Contractor is not a controlling person of, or a member of a group that controls, such corporation. (i) This Section does not, in any way, restrict or impede the Contractor from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Contractor shall promptly provide written notice of any such order to Company. (iii) "Prohibited Competitive Activity" is any activity in which the Contractor contributes his or her knowledge, directly or indirectly, in whole or in part, as a Contractor, Company, owner, operator, manager, advisor, consultant, employee, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of safety, security, or petroleum consulting, H2S monitoring or training, or the provision of safety cquipment or training to companies in the oil and gas business. Prohibited Competitive Activity also includes activity that may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information. (c) Non-Solicitation of Contractors or Employees. Contractor understands and acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and providing orientation to its Contractors and recruiting and training its employees and that the loss of Contractors or employees would cause significant and irreparable harm to the Company. The Contractor agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, any employee of or contractor with the Company who has been employed by or who has contracted with Company in the twelve (12) months preceding the last day of the Term (collectively, "Covered Worker"), during the Term of this Agreement and continuing for a period of (WO (2) years subsequent to the termination of this Agreement. 5. NON-DISPARAGEMENT. The Contractor agrees and covenants that the Contractor will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its Contractors, officers, directors, members, and existing and prospective customers, suppliers, investors, and other associated third parties. 6. DATA PROTECTION. Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction. 6 7. OWNERSHIP. All materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company. Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions') made by Contractor in carrying out the projects, provided that either the conception of reduction to practice occurs during the Term hereof and in carrying out he projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 7 (at Company's expense). 8. REPRESENTATIONS AND WARRANTIES. (a) Contractor represents and warrants to the Company that: (i) Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Contractor's obligations in this Agreement; (ii) Contractor entering into this Agreement with the Company and Contractor's performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which Contractor is subject; (iii) Contractor has the required skill, experience, and qualifications to perform the Services, Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and Contractor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. (iv) Contractor shall comply at all times with and perform the Services in compliance with all applicable federal, state, and local laws and regulations of any jurisdiction in which Contractor performs Services for Company; (v) Contractor shall not use Company's name or logo in any promotional materials, other communications with third parties, or in any other fashion without Company's prior written consent and shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly, that Company endorses, recommends, or prefers Contractor's services: (vi) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request; (vii) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold itself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company; 6 (viii) Contractor shall pay all filing. licensing, and permit fees and federal, state, and local taxes (including income tax, self-employment tax, FICA, FUTA, and other taxes) applicable to Contractor's Services to Conipany under this Agreement, and Contractor understands and agrees it is solely responsible for same; (ix) Contractor shall pay all amounts required under local, state, and federal workers' compensation acts, disability benefit acts, unemployment insurance acts, and other employee benefits acts applicable to Contractor's employees, if any, when due, and Contractor understands and agrees it is solely responsible for same. (b) The Company hereby represents and warrants to Contractor that: (i) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. 9. INDEMNIFICATION. (a) Contractor shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fincs, costs, or expenses of whatever kind (including reasonable attorneys' fees): (i) related to bodily injury or death of any person, or damage to real or tangible, personal property resulting from Contractor's or Contractor's agents", servants' employees' or subcontractors' acts or omissions relating to or arising out of the Services; resulting from any claim that Contractor is not an independent (ii) contractor; (iii) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use thereof by Company infringes any copyright, trade secret or other proprietary right of any third party; or (iv) resulting from a breach by Contractor of any representation, warranty, covenants or obligation under this Agreement. (b) The Company may satisfy such defense and indemnity (in whole or in part) by way of deduction from any payment due to Contractor. 6 (C) Company shall defend, indemnify, and hold harmless the Contractor and its affiliates and their officers, directors, members, employees, agents, successors, and assigns from and against all claims, demands, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (i) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Company's acts or omissions relating to or arising out of the Services; and (ii) Company's breach of any representation, warranty, or obligation under this Agreement. 10. INSURANCE. (a) During the Term, Contractor, at Contractor's own expense, shall maintain in force adequate forms of insurance, including but not limited to general liability and automobile insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Contractor's conduct, acts, or omissions or the conduct, acts, or omissions of Contractor's agents, contractors, servants, or employees. The Company shall be listed as additional insured under such policy, and Contractor shall forward a certificate of insurance verifying such insurance upon the Company's written request, which certificate will indicate that such insurance policies may not be terminated, canceled, altered or allowed to expire before the expiration of a 30-day notification period and that the Company will be immediately notified in writing of any such notice of termination. Contractor's insurance policy shall support Contractor's indemnity obligations herein. If required, the insurance must include a waiver of the insurer's right of subrogation against Company, (b) If Contractor does not obtain or maintain in force adequate forms of insurance as described in paragraph 10(a), herein above, Company may elect to secure such insurance and, in that cvent, Contractor shall reimburse Company for the costs of obtaining and maintaining same for Contractor's benefit. (c) Company agrees to procure general liability insurance to cover Contractor for third-party liabilities arising out of the performance of Services at the site of Company's clients and customers pursuant to this Agreement and to support Company's indemnity obligations hereunder to Contractor. Under no circumstances shall Company provide any such insurance coverage for Contractor generally or for Contractor's performance of work or services for a different Company. To the extent that the Texas Oilfield Anti-Indemnity Act is deemed applicable to this Agreement, Company and Contractor shall provide sufficient insurance coverage to support their indemnity obligations herein. 11. TERMINATION. 6 (a) Either Party may terminate this Agreement without cause upon 30 days' written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay Contractor on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination, subject to any offsetting amounts owed for Rental Equipment or other amounts payable to Company pursuant to this Agreement. (b) Either Party may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other party does not cure such breach within 15 days after receipt of written notice of such breach. (C) Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, Contractor shall promptly! (i) Cease all activity on any projects; (ii) provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement; (11) deliver to the Company all hardware, software, tools, equipment, Equipment Rental, or other materials provided to Contractor by the Company; (iv) deliver to the Company all tangible and electronic documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information; (v) permanently erase all of the Confidential Information from Contractor's computer systems, drives, and equipment made for use with computer systems, and (vi) certify in writing to the Company that Contractor has complied with the requirements of this clause. 12. REMEDIES. In the event of a breach or threatened breach by the Contractor of any of the provisions of this Agreement, the Contractor hereby agrees and acknowledges that the Company will suffer immediate and irreparable injury, for which monetary damages will not be an adequate remedy. The Contractor further acknowlcdges and agrees that the Company shall be entitled to immediate injunctive relief, including a temporary restraining order, a temporary injunction, a permanent injunction, or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. The Contractor further agrees and acknowledges that the aforementioned equitable rclief shall be in addition to, not in lieu of, and without prejudice to, any legal remedies, monetary damages, or other available forms of relief. 6 13. SUCCESSORS AND ASSIGNS. (a) Assignment by the Company. To the extent permitted by state law, the Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and its successors and assigns. (b) No Assignment by the Contractor. The Contractor may not assign this Agreement or any part hereof. Any purported assignment by the Contractor shall be null and void from the initial date of purported assignment. 14. ARBITRATION, (a) Applicable Rules. Any controversy or dispute between Contractor and Company or any of its customers, clients, owners, contractors, officers, directors, members, agents, affiliates, or benefit plans, arising from or in any way related to the performance of Services, including compensation or nature of contractor classification, this Agreement, or the termination thereof, including but not limited to the construction or application of this Agreement, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Employment Arbitration Rules & Procedures and the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness then applicable to the dispute. These rules and other information regarding the administration of claims in arbitration can be found at www.jamsadr.com. Contractor is encouraged to review these rules prior to executing this Agreement. (b) All Disputes Must be Arbitrated. It is the intent of the Parties hereto that all disputes between them must be arbitrated, expressly including, but not limited to, (i) any dispute about the interpretation, validity or enforcement of this Agreement, (ii) any claim of discrimination under federal or state law, such as, but not limited to, discrimination based on age, disability, national origin, race, or sex, (iii) any claim for compensation or benefits, including any claim under the Fair Labor Standards Act, or any other federal or state statute or regulation related to payment of wages, (iv) any claim under the Family Medical Leave Act or similar state law, (v) any claim under the Americans with Disabilities Act or similar state law, (vi) any claim under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or similar state law, and (vii) any other claim of any nature, whether contractual, tortious, common- law, statutory, or regulatory, arising out of, or in any way related to, Contractor's performance of the Services, the termination thereof, or any other matter incident thereto. The intent of this provision is that all disputes between the Parties, of any nature, touching on or relating to this Agreement or any aspect of Contractor's performance of the Services, including the termination thereof, must be resolved solely by arbitration. 13 6 advantage over others in the marketplace and that Company would suffer irreparable harm if Confidential Information is disclosed to its competitors. (1) Disclosure and Use Restrictions. The Contractor agrces and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) that the receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same manner that it protects its own Confidential Information of like kind; (iii) not to directly or indirectly disclose, publish, cominunicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or madc availablc, in whole or part, to any entity or person whatsoever (including other Contractors of the Company) not having a necd to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone who is not working directly for the Company except as required in the performance of the Contractor's authorized performance of Services for the Company; and (iv) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Contractor's authorized work for the Company. (g) The Contractor understands and acknowledges that the Contractor's obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Contractor first having access to such Confidential Information (whether before or after beginning work with the Company) and shall continue during and after the Contractor's term of work for the Company until such time as such Confidential Information has become public knowledge other than as a result of the Contractor's breach of this Agreement or breach by those acting in concert with the Contractor or on the Contractor's behalf. (h) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return all Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that all Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party. (i) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, and methodology) (i) previously known to it, (ii) Independently developed by it, (iii) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party. (1) Nothing in the Agreement shall be construed to grant the receiving Party any rights or licenses to use the Confidential Information. (k) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid 6 order of a court of competent jurisdiction or an authorized government agency, provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (ii) the receiving Party shall cooperate with the disclosing Party in resisting such disclosure or seeking suitable protections prior to such disclosure, and (iii) the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose. (1) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 3 shall survive for a period of five (5) years after the termination or expiration of this Agreement. 4. RESTRICTIVE COVENANTS. (a) Acknowledgment. The Contractor understands that the nature of the Contractor's position gives the Contractor access to and knowledge of Confidential Information and places the Contractor in a position of confidence with the Company and that the Contractor will benefit from the Company's goodwill and client relationships. The Contractor understands and acknowledges that the Company invested significant time and expense in developing the Confidential Information and goodwill. The Contractor further understands and acknowledges that the restrictive covenants below are necessary to protect the Company's legitimate business interests in its Confidential Information and goodwill. The Contractor further understands and acknowledges that the Company's ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if the Contractor violates the restrictive covenants below. (b) Non-Competition. Because of Company's legitimate business interest as described herein and the good and valuable consideration offered to the Contractor, during the term of Contractor's contract and thereafter for six (6) months, to run consecutively, beginning on the last day of the Term, and regardless of whether the Term is ended at the option of the Contractor or the Company, for any reason or no reason, the Contractor agrees and covenants (i) not to engage in any Prohibited Competitive Activity for or at the behest of any customer or client of Company for which Contractor performed Services under this Agreement in the twelve (12) months prior to the end of the Term, and (ii) not to engage in any Prohibited Competitive Activity for any competitor of Company or clients of Company if engaging in that activity may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information, within 100 miles from any site on which the Contractor previously performed Services under this Agreement in the twelve (12) month period prior to the end of the Term. (i) Nothing herein shall prohibit Contractor from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Contractor is not a controlling person of, or a member of a group that controls, such corporation. 6 However, this Agreement shall not preclude the filing of a charge with the National Labor Relations Board. (c) Venue. The Parties further agree that any arbitration or other proceeding(s) under this Agreement shall take place in Harris County, Texas. (d) Governing Law. The Parties acknowledge that the laws of the State of Texas shall apply to this Agreement without regard or reference to choice or conflict of law rules. (c) Arbitrator's Authority to Make Award. In any such controversy, the arbitrator may make an award of any relief, legal or equitable, interim or final, wbich could be granted by a court of competent jurisdiction. (1) Waiver of Class and Collective Standing or Action. Contractor agrees that, in the presentation and resolution of any dispute between Contractor and Company, as well as against Company's other contractors, customers, clients, owners, members, directors or officers, Contractor expressly waives the right to participate in any class or collective action and, rather, expressly agrees that Contractor will resolve any dispute or claim in a single action between only Contractor, on the one hand, and Company and Company's other contractors, customers, clients, owners, members, directors or officers, as the case may be, on the other hand. Accordingly, Contractor shall neither serve as a class or collective action representative nor shall Contractor join, seek or agree to join, actively or passively, or participate in any capacity in any class or collective action, no matter how small or minor, of a claimants' or plaintiffs" group, against Company or Company's other employees, contractors, owners, members, directors or officers. (g) Contractor agrees to seek recourse solely against Company, and not against Company's customer or client, in any of its capacities, for any claim arising under this Agreement. (h) Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction in Harris County, Texas against any improper disclosure of the Confidential Information. 15. Warranty. Contractor represents and warrants that the Contractor is not a party to any non-compete restrictive covenant or related contractual limitation that would interfere with or hinder the Contractor's ability to undertake the obligations and expectations of this Agreement with the Company. Contractor further warrants that the terms of this Agreement shall be construed to cover all past and future matters relating to the Services or any work contractor has performed for which it has been compensated by Company or its predecessors, and that as of the time of the execution of this Agreement there exist no disputes or claims between Contractor and Company, and any right to assert any preexisting claims against Company are hereby extinguished and waived wholly and fully by the execution of this Agreement. Contractor further warrants that he or she has had the opportunity to have the terms of this Agreement reviewed by competent legal counsel of his or her choosing prior to signing this Agreement. 14 6 16. Governing Law: Jurisdiction and Venue. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), for all purposes, shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts-of- law doctrines of such state or other jurisdictions to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. Any action or proceeding by either of the Parties to seck injunctive relief under this Agreement shall be brought only in any state or federal court located in the State of Texas, County of Harris, The Parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. 17. Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Contractor and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 18. Modification and Waiver. No provision of this Agreement may be amended or Dmodified unless such amendment or modification is agreed to in writing and signed by the Contractor and by an authorized representative of the Company. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege bercunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. 19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction or arbitral authority to be invalid, illegal, or enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Partics with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The Parties further agree that any such court or arbitral authority is expressly authorized to modify any unenforceable provision of this Agreement in lieu of severing the uncnforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and cnſorceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein. 15 6 20. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph. 21. Understanding. Contractor certifies that: (i) he/she/it has received a copy of this Agreement for review and study before being asked to sign it, (ii) that he/she/it has had the opportunity to consult with an attorney before signing, and (iii) has had sufficient opportunity to ask questions regarding the Agreement and has received satisfactory answers from Company, and (iv) understands the Agreement and his/her/its obligations under this Agreement. 22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement. 23. Tolling. If the Contractor violates any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Contractor ceases to be in violation of such obligation. 24. Attorneys' Fecs. If the Contractor breaches any of the terms of the restrictive covenant obligations articulated herein, to the extent authorized by Texas law, the Contractor will be responsible for payment of all reasonable attorneys' fees and costs that Company incurs in the course of enforcing the terins of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts. 25. Notice. (a) Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended either by courier or facsimile transmission or two (2) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first-class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other give in accordance herewith. (b) If and when the Agreement terminates, whether voluntarily or involuntarily, Contractor agrees to provide to any subsequent Company for which Contractor provides or is requested to provide services a copy of this Agreement. In addition, Contractor authorizes Company to provide a copy of this Agreement to third parties, including, but not limited to, Contractor's subsequent, anticipated, or possible future Company. 26. Company Employee. Officer and Director Nonrecourse. It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, members, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, members, officers or director of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual 16 6 employees, miembers, officers or directors or any individual employees, members, officers or directors' assets for discharge of any such liability. 27. Survival of Obligations. The following provisions of this Agreement shall survive termination of this Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 8(a), 9, 12, 13, 14, 15, 16, 19, 23, 24, 25, 26, 27. EACH INTENDING TO BE BOUND TO THE OTHER, IN WITNESS WHEREOF, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written, Agreed and accepted: COMPANY Emergency Sphinx Protection, LLC d/b/a Emergency Site Protection Di Capr BILMO 12 [Sigríature] I Printed Name: Z rito C. R. McMillan [NAME OF AUTHORIZED OFFICER] Title: [TITLE OF AUTHORIZED OFFICER] Date of Signature: CONTRACTOR Signature: hno 13 Printed Name: Franzitie Visen Title: Everc Date of Signature: _ 10/16/2015 Address: 86 1 Sath Mina tos cines she on TX,78511 Home Phone: Mobile Phone: Email Address: frowheat131@yshe.com Emergency #: 6 -6996 EIN (or SSN)/Tax ID #:. State Driver's License #: Date of Birth: _ 18 6 CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into as of this L day of July Emergency Site Protection, with an office at, with an office at Heriberto Geopez (each a "Party" and collectively the "Parties"). 2017, by and between - ("Company'), and Too Contractor") WHEREAS, Company desires to engage Contractor for projects relating to Contractor's area of expertise. NOW, THEREFORE, in consideration of the promises and mutual agreements herein, Contractor and Company agree to the following terms and conditions: 1. Contractor's Engagement (a) Company hereby engages Contractor and Contractor agrees to be so engaged on the terms and conditions set forth in this Agreement to perform certain projects. (b) Contractor shall undertake and accomplish the projects with standards acceptable to Company. In carrying out the projects, Contractor shall maintain biaison with such Company personel as Company shall designate. (c) Contractor shall perform for Company the services (the "Services") and create the deliverables specified in, and in accordance with the terms of, mutually agreed upon statements of work ("SOW") to this Agreement, signed by both parties, each of which will incorporate the terms and conditions of this Agreement. In the event of a conflict or ambiguity between any term of this Agreement and an SOW, the terms of the SOW shall prevail with respect to that SOW only. 2. Independent Contractor Status (a) Contractor shall be an independent contractor and Contractor acknowledges, and confirms to Company, its status as that of an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between the Parties for any purpose, including but not limited to taxes or employee benefits. Contractor understands and agrees that during the term of this Agreement, Contractor will be solely responsible for: (i) complying with all federal, state and local laws, ordinances, regulations and orders with respect to the performance of Services under this Agreement, (ü) paying all filing, licensing and permit fees and federal, state and local taxes (including income tax, self-employment tax, FICA, FUTA and other taxes) applicable to Contractor's Services to Company under this Agreement, (iii) paying all amounts required under local, state and federal workers' compensation acts, disability benefit acts, unemployment insurance acts and other employee benefits acts applicable to Contractor's employees, if any, when due. (b) Contractor understands and acknowledges that because Contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefits now given by Company to, or hereafter declared for the benefit of, Company employees. (c) IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO, OR RIGHT TO PARTICIPATE IN, AND AFFIRMATIVELY ELECIS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR ITS EMPLOYEES. Firmwide:133021921.1 0719001002 6 (d) Contractor shall retain the freedom and the exclusive right to control and direct all of the services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. (e) Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest (1) Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the Company, as he so chooses. (g) Contractor will furnish and maintain at his expense all certifications, insurances, licenses and other materials used to provide the services. (h) Contractor will not be required to participate in any training by the Company. 3. No Power to Act on Behalf of Company Contractor shall not have any right, power or authority to create any obligation, express or implied, or make representation on behalf of Company, and Contractor shall not hold himself out to the public as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization 4. Fees Company shall pay Contractor for the Services rendered under this Agreement as provided in the applicable SOW within 45 days of the receipt of Contractor's invoice for such Services. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal EIN number prior to payment of any fees. 5. Costs and Expenses (a) Contractor shall be solely responsible for all costs, liabilities and expenses associated with providing the Services described herein, except for those set forth in the SOW, in which case the Company shall reimburse Contractor for all enumerated actual and otherwise reasonable out-of-pocket costs or expenses incurred by Contractor in connection with Contractor's Project set forth in the SOW, if any, within thirty (30) days of Company's receipt of appropriate documentation with reasonable detail Expenses for which Contractor will be reimbursed shall be approved by Company prior to the Contractor's expenditure or commitment of such expenses. (b) Contractor shall maintain records and receipts relating to the projects and to expenses incurred in comection therewith and shall provide company access to such records upon request during normal business hours. (c) Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company written consent to such engagement. Contractor shall be fully responsible for all Firmwide:133021921.1071900.1002 6 costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). 6. Contractor's Covenants Contractor covenants to Company as follows: (a) Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs Services for Company, (b) Contractor will comply with all applicable Company policies and standards known to Contractor and shall carry out the projects in a manner consistent with the ethical and professional standards of Company which are known to Contractor; (c) Contractor will comply at all times with all security provisions in effect from time to time at Company's premises, with respect to access to premises, and all materials belonging to Company. Contractor agrees that if services pursuant to this Agreement are to be performed on the premises or facilities of Company, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities; (d) Contractor shall not use Company's name in any promotional materials or other communications with third parties without Company's prior written consent, (e) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request, (1) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold himself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company. 7. Confidential Information During the course of carrying out the Project, each Party may have access to information that (i) relates to the other Party's past, present, or future research, development, or business activities and any proprietary products, materials, services, or technical knowledge, and (i) is regarded as confidential by the disclosing Party ("Confidential Information"). In connection therewith, the following subsections shall apply: (a) The Confidential Information may be used by receiving Party only in connection with the project, (b) The receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same manner that they protect their own Confidential Information of like kind. Access to the Confidential Information shall be restricted to the receiving Party and the receiving Party shall not disclose the disclosing Party's Confidential Information to any third party; (c) The Confidential Information may not be copied or reproduced without the disclosing Party's consent Firmwide:13302190.1 071900.1002 6 (d) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return al Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that al Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party; (e) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodology) (i) previously known to it, (ü) independently developed by it, (ii) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party of this Agreement, (1) Nothing in the Agreement shall be construed to grant to the receiving Party any rights or licenses to use the Confidential Information; (g) The obligations in this Section 7 shall not restrict any disclosure pursuant to any applicable law or by order of any court or government agency, provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (i) the receiving Party shall cooperate with the disclosing Party in resisting such disclostre or seeking suitable protections prior io such disclosure and in the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose; and (h) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 7 shall survive for a period of five (5) years after the termination or expiration of this Agreement 8. Data Protection Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction 9. Ownership All materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company. Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions") made by Contractor in carrying out the projects, provided that either the conception or reduction to practice occurs during the term hereaf and in carrying out the projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 9 (at Company's expense). 10. Indemnification Contractor shall indemnify and hold Company, its partners, employees and agents, harmless from and against any claims, demands, loss, damage or expense (1) related to bodīly injury or death of any person or damage to property resulting from the negligent or willful acts or omissions of Contractor, (ü) resulting from any claim that Contractor is not an independent contractor, (ii) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use Firunwide:133021921.1 071900.1002 6 thereof by Company infringes any copyright, trade secret or other proprietary right of any third party, or (iv) resulting from a breach by Contractor of the covenants contained in this Agreement 11. Insurance Contractor, at Contractor's own expense, shall maintain throughout the term hereof comprehensive general liability and automobile insurance in amounts no less than those reasonably requested by Company and provide Company with written proof thereof. If required, the insurance must: (i) name Company as an additional insured, (i) include a waiver of the insurer's right of subrogation against Company, and (üi) provide that such policy may not be terminated, cancelled, altered or allowed to expire without giving the Company at least 30 days advance written notice 12. Term This Agreement shall be effective as of the date this Agreement was made and entered into, and shall terminate one year from such date, unless the term hereof is extended pursuant to express written agreement of the Parties. If a SOW includes a termination date subsequent to the termination date of this Agreement, then the term of this Agreement will be extended to the termination date of the SOW. 13. Termination (a) Company may, upon giving fourteen (14) days' written notice identifying specifically the basis for such notice, terminate this Agreement for breach of a material term or condition of this Agreement, provided Contractor shall not have cured such breach within the fourteen (14) day period. (b) Either Party may at any time and without cause terminate this Agreement upon giving thirty (30) days written notice to the other Party. (c) In the event this Agreement is terminated, Contractor shall be entitled to payment of all fees and reimbursement of expenses, as provided in Sections 4 and 5, respectively, in quzed prior to the effective date of such termination (d) Upon termination of this Agreement for any reason, Contractor will cease all activity on any projects and shall promptly provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement and all materials provided to Contractor by Company in connection with this Agreement. 14. Non-solicitation Contractor agrees that it will not hire or solicit for employment with Contractor any Company employee, officer or director during the term of this Agreement and continuing for a period of two (2) years subsequent to the termination of this Agreement. 15. Notices Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended either by courier or facsimile transmission of two (2) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement Either Party may designate a different address by notice to the other given in accordance herewith Firmwide:13302921.1 on 900.10022. .. 6 16. Priority of this Agreement This Agreement sets forth the entire intent and understanding of the Parties hereto on the subject matter hereof, and supersedes any other agreements or understandings. It may be amended in writing and duly signed by both of the Parties hereto. 17. Severability If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemned modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth. 18. Publicity Contractor shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly that company endorses, recommends or prefers Contractor's services. Contractor shall not use Company's logo in any fashion without Company's prior written approval. 19. Disputes (a) Contractor agrees to seek recourse solely against Company, and not against any Company client, in any of its capacities, for any claim arising under this Agreement. (b) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American Arbitration Association and in accordance with the rules thereof, or in any other convenient forum agreed to in writing by the parties. The arbitrator shall be authorized to determine only those matters submitted to it and in no event is the arbitrator authorized or empowered to award punitive damages or damages in excess of actual direct damages. Any arbitration award shall be final and binding, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction against any improper disclosure of the Confidential Information 20. Nonassignability This Agreement is not assignable by Contractor without the prior written consent of Company. 21. Governing Law This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman 22. Company Employee, Officer and Director Nonrecourse Firmwide:133021921,1 071900.2002 6 It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, officers or directors of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual employees, officers or directors or any individual employees, officers or directors assets for discharge of any such liability. 23. Survival of Obligations The following provisions of this Agreement shall survive termination of this Agreement Sections 2,6,7, 8, 9, 10, 14, 17, 18, 19, 21, 22 and 23. EACH INTENDING TO BE BOUND TO THE OTHER, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Agreed and accepted: COMPANY CONTRACEOR Signature Signature Mistey Turin Misty lumen Office Mgr The Printed Nane Heriberto Lopez Jr. Security officer 7/4/17 Titic 7-4-17 Date of Siguaiure Date of Sigruttura Firmwide:133021921.1071900.1002 6 CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into as of this / day of Emergency Site Protection, with an office at e with an office at Felic Disuthe (each a "Party and collectively the "Parties"). 2017, by and between ("Company"), and letra ("Contractor") WHEREAS, Company desires to engage Contractor for projects relating to Contractor's area of expertise. NOW, THEREFORE, in consideration of the promises and mutual agreements herein, Contractor and Company agree to the following terms and conditions: 1. Contractor's Engagement (a) Company hereby engages Contractor and Contractor agrees to be so engaged on the terms and conditions set forth in this Agreement to perform certain projects. Contractor shall undertake and accomplish the projects with standards acceptable to Company. In carrying out the projects, Contractor shall maintain liaison with such Company personnel as Company shall designate. (c) Contractor shall perform for Company the services (the "Services") and create the deliverables specified in, and in accordance with the terms of, mutually agreed upon statements of work ("SOWY) to this Agreement, signed by both parties, each of which will incorporate the terms and conditions of this Agreement. In the event of a conflict or ambiguity between any term of this Agreement and an SOW, the terms of the SOW shall prevail with respect to that SOW only. 2. Independent Contractor Status (a) Contractor shall be an independent contractor and Contractor acknowledges, and confirms to Company, its status as that of an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between the Parties for any purpose, including but not limited to taxes or employee benefits. Contractor understands and agrees that during the term of this Agreement, Contractor will be solely responsible for: (i) complying with all federal, state and local laws, ordinances, regulations and orders with respect to the performance of Services under this Agreement, (ii) paying all filing, licensing and permit fees and federal, state and local taxes (including income tax, self-employment tax, FICA, FUTA and other taxes) applicable to Contractor's Services to Company under this Agreement, (iii) paying all amounts required under local, state and federal workers' compensation acts, disability benefit acts, unemployment insurance acts and other employee benefits acts applicable to Contractor's employees, if any, when due. (b) Contractor understands and acknowledges that because Contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefits now given by Company to, or hereafter declared for the benefit of, Company employees. (c) IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO, OR RIGHT TO PARTICIPATE IN, AND AFFIRMATIVELY ELECTS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR IIS EMPLOYEES. Firmwide:133021921.1 071900.1002 6 (d) Contractor shall retain the freedom and the exclusive right to control and direct all of the services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. (e) Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest. (H) Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the Company, as he so chooses.:.(g) Contractor will furnish and maintain at his expense all certifications, insurances, licenses and other materials used to provide the services. (h) Contractor will not be required to participate in any training by the Company. 3. No Power to Act on Behalf of Company Contractor shall not have any right, power or authority to create any obligation, express or implied, or make representation on behalf of Company, and Contractor shall not hold himself out to the public as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization 4. Fees Company shall pay Contractor for the Services rendered under this Agreement as provided in the applicable SOW within 45 days of the receipt of Contractor's invoice for such Services. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal FIN number prior to payment of any fees. 5. Costs and Expenses (a) Contractor shall be solely responsible for all costs, liabilities and expenses associated with providing the Services described herein, except for those set forth in the SOW, in which case the Company shall reimburse Contractor for all enumerated actual and otherwise reasonable out-of-pocket costs or expenses incurred by Contractor in connection with Contractor's Project set forth in the SOW, if any, within thirty (30) days of Company's receipt of appropriate documentation with reasonable detail. Expenses for which Contractor will be reimbursed shall be approved by Company prior to the Contractor's expenditure or commitment of such expenses. (b) Contractor shall maintain records and receipts relating to the projects and to expenses incurred in connection therewith and shall provide company access to such records upon request during normal business hours. (c) Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company written consent to such engagement. Contractor shall be fully responsible for all 2 Flomwide:133021921.1 071900.1002 6 costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). & Contractor's Covenants Contractor covenants to Company as follows: (a) Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs Services for Company; (b) Contractor will comply with all applicable Company policies and standards known to Contractor and shall carry out the projects in a manner consistent with the ethical and professional standards of:: Company which are known to Contractor; (c) Contractor will comply at all times with all security provisions in effect from time to time at Company's premises, with respect to access to premises, and all materials belonging to Company. Contractor agrees that if services pursuant to this Agreement are to be performed on the premises or facilities of Company, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities; (d) Contractor shall not use Company's name in any promotional materials or other communications with third parties without Company's prior written consent; (e) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request; (F) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold himself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company. 7. Confidential Information During the course of carrying out the Project, each Party may have access to information that (i) relates to the other Party's past, present, or future research, development, or business activities and any proprietary products, materials, services, or technical knowledge, and (ü) is regarded as confidential by the disclosing Party ("Confidential Information"). In connection therewith, the following subsections shall apply: (a) The Confidential Information may be used by receiving Party only in connection with the project: (b) The receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same mamer that they protect their own Confidential Information of like kind. Access to the Confidential Information shall be restricted to the receiving Party and the receiving Party shall not disclose the disclosing Party's Confidential Information to any third party; (c) The Confidential Information may not be copied or reproduced without the disclosing Party's consent Firmwide:133021921.1071900.1002 6 (d) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return all Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that all Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party; (e) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, bechniques, and methodology) (i) previously known to it, (ü) independently developed by it, (ü) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party of this Agreement;) Nothing in the Agreement shall be construed to grant to the receiving Party any rights or licenses to use the Confidential Information; (g) The obligations in this Section 7 shall not restrict any disclosure pursuant to any applicable law or by order of any court or government agency, provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (i) the receiving Party shall cooperate with the disclosing Party in resisting such disclosure or seeking suitable protections prior to such disclosure and (iii) the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose; and (h) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 7 shall survive for a period of five (5) years after the termination or expiration of this Agreement Data Protection Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction 9. Ownership Al materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company, Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions") made by Contractor in carrying out the projects, provided that either the conception or reduction to practice occurs during the term hereof and in carrying out the projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 9 (at Company's expense). 10. Indemnification Contractor shall indemnify and hold Company, its partners, employees and agents, harmless from and against any claims, demands, loss, damage or expense (i) related to bodily injury or death of any person or damage to property resulting from the negligent or willful acts or omissions of Contractor, (i) resulting from any claim that Contractor is not an independent contractor, (ii) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use Firmwide:133021921.1 071900.1002 6 thereof by Company infringes any copyright, trade secret or other proprietary right of any third party, or (iv) resulting from a breach by Contractor of the covenants contained in this Agreement. 11. Insurance Contractor, at Contractor's own expense, shall maintain throughout the term hereof comprehensive general liability and automobile insurance in amounts no less than those reasonably requested by Company and provide company with written proof thereof. If required, the insurance must: (i) name Company as an additional insured, (ii) include a waiver of the insurer's right of subrogation against Company, and (ii) provide that such policy may not be terminated, cancelled, altered or allowed to expire without giving the Company at least 30 days advance written notice • 12. Term This Agreement shall be effective as of the date this Agreement was made and entered into, and shall terminate one year from such date, unless the term hereof is extended pursuant to express written agreement of the Parties. If a SOW includes a termination date subsequent to the termination date of this Agreement, then the term of this Agreement will be extended to the termination date of the SOW. 13. Termination (a) Company may, upon giving fourteen (14) days' written notice identifying specifically the basis for such notice, terminate this Agreement for breach of a material term or condition of this Agreement, provided Contractor shall not have cured such breach within the fourteen (14) day period. (b) Either Party may at any time and without cause terminate this Agreement upon giving thirty (30) days written notice to the other Party. (c) In the event this Agreement is terminated, Contractor shall be entitled to payment of all fees and reimbursement of expenses, as provided in Sections 4 and 5, respectively, incurred prior to the effective date of such termination (d) Upon termination of this Agreement for any reason, Contractor will cease all activity on any projects and shall promptly provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement and all materials provided to Contractor by Company in connection with this Agreement. 14. Non-solicitation Contractor agrees that it will not hire or solicit for employment with Contractor any Company employee, officer or director during the term of this Agreement and continuing for a period of two (2) years subsequent to the termination of this Agreement. 15. Notices Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended either by courier or facsimile transmission or two (2) days following deposit of the same into the United States mall (certified mail, return receipt requested, or first class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other given in accordance herewith, Firmwide:133021921.1 071900.1002 6 16. Priority of this Agreement This Agreement sets forth the entire intent and understanding of the Parties hereto on the subject matter hereof, and supersedes any other agreements or understandings. It may be amended in writing and duly signed by both of the Parties hereto. 17. Severability If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent 7. necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth. 18. Publicity Contractor shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly that Company endorses, recommends or prefers Contractor's services. Contractor shall not use Company's logo in any fashion without Company's prior written approval. 19. Disputes (a) Contractor agrees to seek recourse solely against Company, and not against any Company client, in any of its capacities, for any claim arising under this Agreement. (b) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American Arbitration Association and in accordance with the rules thereof, or in any other convenient forum agreed to in writing by the parties. The arbitrator shall be authorized to determine only those matters submitted to it and in no event is the arbitrator authorized or empowered to award punitive damages or damages in excess of actual direct damages. Any arbitration award shall be final and binding, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction. Notwithstanding the foregoing, either party may seek and obtain bemporary injunctive relief from any court of competent jurisdiction against any improper disclosure of the Confidential Information 20. Nonassignability This Agreement is not assignable by Contractor without the prior written consent of Company. 21. Governing Law This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. Company Employee, Officer and Director Nonrecourse Firmwide:199021921.1 071900.1002 6 It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, officers or directors of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual employees, officers or directors or any individual employees, officers or directors assets for discharge of any such liability. 23. Survival of Obligations The following provisions of this Agreement shall survive termination of this Agreement Sections 2,6,7, 8, 9, 10, 14, 17, 18, 19, 21, 22 and 23. EACH INTENDING TO BE BOUND TO THE OTHER, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Agreed and accepted: COMPANY CONTRACTOR Musty Turn Signature Misty Turnente Office Mgr Tilbe V I Felipe Onde Perez Printed Name Title 7-11-17 July 21, 2017 11. 2017 Date of Signature Date of Signature Firmwide:133021921.1 071900.1002 6 oth CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into as of this 7'day of Dec 2017, by and between Emergency Site Protection, with an office at_ESP _ ("Company"), and Steven Sea, with an office at Steven Silva ("Contractor") Teach a "Party" and collectively the "Parties"). WHEREAS, Company desires to engage Contractor for projects relating to Contractor's area of expertise. NOW, THEREFORE, in consideration of the promises and mutual agreements herein, Contractor and Company agree to the following terms and conditions: 1. Contractor's Engagement (a) Company hereby engages Contractor and Contractor agrees to be so engaged on the terms and conditions set forth in this Agreement to perform certain projects. (b) Contractor shall undertake and accomplish the projects with standards acceptable to Company. In carrying out the projects, Contractor shall maintain liaison with such Company personnel as Company shall designate. (c) Contractor shall perform for Company the services (the "Services") and create the deliverables specified in, and in accordance with the terms of, mutually agreed upon statements of work ("SOW") to this Agreement, signed by both parties, each of which will incorporate the terms and conditions of this Agreement. In the event of a conflict or ambiguity between any term of this Agreement and an SOW, the terms of the SOW shall prevail with respect to that SOW only. 2. Independent Contractor Status (a) Contractor shall be an independent contractor and Contractor acknowledges, and confirms to Company, its status as that of an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between the Parties for any purpose, including but not limited to taxes or employee benefits. Contractor understands and agrees that during the term of this Agreement, Contractor will be solely responsible for: (i) complying with all federal, state and local laws, ordinances, regulations and orders with respect to the performance of Services under this Agreement, (ü) paying all filing, licensing and permit fees and federal, state and local taxes (including income tax, self-employment tax, FICA, FUTA and other taxes) applicable to Contractor's Services to Company under this Agreement, (iii) paying all amounts required under local, state and federal workers' compensation acts, disability benefit acts, unemployment insurance acts and other employee benefits acts applicable to Contractor's employees, if any, when due. (b) Contractor understands and acknowledges that because Contractor is an independent contractor for all purposes and not an employee of Company, Contractor (including Contractor's employees) are not entitled to and will not be provided with any benefits now given by Company to, or hereafter declared for the benefit of, Company employees. (c) IN ADDITION, CONTRACTOR VOLUNTARILY WAIVES ANY INTEREST, CLAIM OR ENTITLEMENT TO, OR RIGHT TO PARTICIPATE IN, AND AFFIRMATIVELY ELECTS NOT TO ENROLL OR PARTICIPATE IN, ANY RETIREMENT, PENSION, 401(K), HEALTH CARE, OR OTHER BENEFIT PLAN MAINTAINED BY COMPANY FOR ITS EMPLOYEES. Firmwide:13302192.1 071900.1002 6 (ii) This Section does not in any way, restrict or impede the Contractor from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Contractor shall promptly provide written notice of any such order to Company. (iii) "Prohibited Competitive Activity' is any activity in which the Contractor contributes his or her knowledge, directly or indirectly, in whole or in part, as a Contractor, Company, owner, operator, manager, advisor, consultant, employee, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of safety, security, or petroleum consulting, H2S monitoring or training, or the provision of safety equipment or training to companies in the oil and gas business. Prohibited Competitive Activity also includes activity that may require or inevitably require disclosure of Company's trade secrets, proprietary information, or Confidential Information. (c) Non-Solicitation of Contractors or Employees. Contractor understands and acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and providing orientation to its Contractors and recruiting and training its employees and that the loss of Contractors or employees would cause significant and irreparable harm to the Company. The Contractor agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, any employee of or contractor with the Company who has been employed by or who has contracted with Company in the twelve (12) months preceding the last day of the Term (collectively, "Covered Worker"), during the Term of this Agreement and continuing for a period of two (2) years subsequent to the termination of this Agreement. 5. NON-DISPARAGEMENT. The Contractor agrees and covenants that the Contractor will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its Contractors, officers, directors, members, and existing and prospective customers, suppliers, investors, and other associated third parties. 6. DATA PROTECTION. Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction. 7. OWNERSHIP. All materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company. Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions") made by Contractor in carrying out the projects, provided that either the conception of reduction to practice occurs during the Term hereof and in carrying out he projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 7 (at Company's expense). 6 8., REPRESENTATIONS AND WARRANTIES. (a) Contractor represents and warrants to the Company that: (i) Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Contractor's obligations in this Agreement; (ii) Contractor entering into this Agreement with the Company and Contractor's performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which Contractor is subject; (iii) Contractor has the required skill, experience, and qualifications to perform the Services, Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and Contractor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner. (iv) Contractor shall comply at all times with and perform the Services in compliance with all applicable federal, state, and local laws and regulations of any jurisdiction in which Contractor performs Services for Company; (v) Contractor shall not use Company's name or logo in any promotional materials, other communications with third parties, or in any other fashion without Company's prior written consent and shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly, that Company endorses, recommends, or prefers Contractor's services; (vi) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request; (vii) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold itself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company; (viii) Contractor shall pay all filing, licensing, and permit fees and federal, state, and local taxes (including income tax, self-employment tax, FICA, FUTA, and other taxes) applicable to Contractor's Services to Company under this Agreement, and Contractor understands and agrees it is solely responsible for same; (ix) Contractor shall pay all amounts required under local, state, and federal workers' compensation acts, disability benefit acts, unemployment 6 (d) Contractor shall retain the freedom and the exclusive right to control and direct all of the services provided pursuant to this Agreement, including when, how and the type of services to be performed with any individual member. (e) Contractor shall have the freedom to control his own schedule. Contractor is free to devote as much or as little time to providing services pursuant to this Agreement as he determines to be in his best interest. (1) Contractor is free to provide the same type of services to or become employed by other individuals or entities, including those that compete with the Company, as he so chooses. (g) Contractor will furnish and maintain at his expense all certifications, insurances, licenses and other materials used to provide the services. (h) Contractor will not be required to participate in any training by the Company. 3. No Power to Act on Behalf of Company Contractor shall not have any right, power or authority to create any obligation, express or implied, or make representation on behalf of Company, and Contractor shall not hold himself out to the public as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company, except as Contractor may be expressly authorized in advance in writing from time to time by Company and then only to the extent of such authorization 4. Fees Company shall pay Contractor for the Services rendered under this Agreement as provided in the applicable SOW within 45 days of the receipt of Contractor's invoice for such Services. Contractor shall not be entitled to any other compensation for such project. It is expressly understood that Contractor shall have no interest in or claim to any billings by Company to its clients for professional services that may be generated in connection with the projects hereunder. Contractor shall be required to submit to Company, and otherwise maintain a Federal EIN number prior to payment of any fees. 5. Costs and Expenses (a) Contractor shall be solely responsible for all costs, liabilities and expenses associated with providing the Services described herein, except for those set forth in the SOW, in which case the Company shall reimburse Contractor for all enumerated actual and otherwise reasonable out-of-pocket costs or expenses incurred by Contractor in connection with Contractor's Project set forth in the SOW, if any, within thirty (30) days of Company's receipt of appropriate documentation with reasonable detail. Expenses for which Contractor will be reimbursed shall be approved by Company prior to the Contractor's expenditure or commitment of such expenses. (b) Contractor shall maintain records and receipts relating to the projects and to expenses incurred in connection therewith and shall provide company access to such records upon request during normal business hours. (c) Contractor may appoint or use subagents, employees or other third parties or otherwise engage any other personnel in connection with the performance of services so long as, the Contractor first obtains Company written consent to such engagement. Contractor shall be fully responsible for all Finnwide:133021921.1 071900.1002 6 costs, liability and expenses associated with any such other personnel (including, without limitation, compensation, benefits, taxes, insurance and other costs of employment). 6. Contractor's Covenants Contractor covenants to Company as follows: (a) Contractor will comply at all times with all applicable laws and regulations of any jurisdiction in which Contractor performs Services for Company; (b) Contractor will comply with all applicable Company policies and standards known to Contractor and shall carry out the projects in a manner consistent with the ethical and professional standards of Company which are known to Contractor; (c) Contractor will comply at all times with all security provisions in effect from time to time at Company's premises, with respect to access to premises, and all materials belonging to Company. Contractor agrees that if services pursuant to this Agreement are to be performed on the premises or facilities of Company, then Contractor shall be allowed access only during the period established by the occupant of such premises or facilities as the normal work hours of its employees at such premises or facilities; (d) Contractor shall not use Company's name in any promotional materials or other communications with third parties without Company's prior written consent, (e) Contractor is legally authorized to engage in business in the United States and will provide Company satisfactory evidence of such authority upon request; (1) Contractor shall not assert any right, power or authority to create any obligation, express or implied, or to make representation on behalf of Company. Contractor shall not hold himself out to the public or to any client of Company as having any right, power or authority to create any obligation, express or implied, or to make representations on behalf of Company. 7. Confidential Information During the course of carrying out the Project, each Party may have access to information that (i) relates to the other party's past, present, or future research, development, or business activities and any proprietary products, materials, services, or technical knowledge, and (ü) is regarded as confidential by the disclosing Party ("Confidential Information"). In connection therewith, the following subsections shall apply: (a) The Confidential Information may be used by receiving Party only in connection with the project; (b) The receiving Party will protect the confidentiality of the disclosing Party's Confidential Information in the same manner that they protect their own Confidential Information of like kind. Access to the Confidential Information shall be restricted to the receiving Party and the receiving Party shall not disclose the disclosing Party's Confidential Information to any third party; (c) The Confidential Information may not be copied or reproduced without the disclosing Party's consent, Firmwide:133021921.1 071900.1002 6 (d) All Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. The receiving Party agrees to either return all Confidential Information to disclosing Party within 20 days of written demand by disclosing Party or certify in writing that all Confidential Information, including any copies, has been destroyed and no Confidential Information remains in the possession of the receiving Party; (e) Nothing in this Agreement shall prohibit or limit the receiving Party's use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodology) (i) previously known to it, (ii) independently developed by it, (ii) acquired by it from a third party which is not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach by the receiving Party of this Agreement; (f) Nothing in the Agreement shall be construed to grant to the receiving Party any rights or licenses to use the Confidential Information; (g) The obligations in this Section 7 shall not restrict any disclosure pursuant to any applicable law or by order of any court or government agency: provided that (i) the receiving Party shall give prompt notice (and in any event prior to any disclosure) to the disclosing Party of such order, (ii) the receiving Party shall cooperate with the disclosing Party in resisting such disclosure or seeking suitable protections prior to such disclosure and (iii) the receiving Party shall disclose only such Confidential Information as the receiving Party is compelled to disclose; and (h) Notwithstanding anything to the contrary contained in this Agreement, the terms and conditions of this Section 7 shall survive for a period of five (5) years after the termination or expiration of this Agreement 8. Data Protection Contractor shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction. 9. Ownership All materials prepared by Contractor for Company pursuant to this Agreement shall be owned by Company. Contractor further shall disclose to Company all discoveries, inventions, ideas or techniques ("Inventions") made by Contractor in carrying out the projects, provided that either the conception or reduction to practice occurs during the term hereof and in carrying out the projects hereunder. All such Inventions shall be the property of Company. Contractor shall execute such documents, and provide such assistance as Company may reasonably request to give full effect to the provisions of this Section 9 (at Company's expense). 10. Indemnification Contractor shall indemnify and hold Company, its partners, employees and agents, harmless from and against any claims, demands, loss, damage or expense (i) related to bodily injury or death of any person or damage to property resulting from the negligent or wilful acts or omissions of Contractor, (ü) resulting from any claim that Contractor is not an independent contractor, ü) incurred by Company based on any claim that any deliverable or other materials delivered under this Agreement or use !! Firmwide 133021921.1 071900.1002 6 thereof by Company infringes any copyright, trade secret or other proprietary right of any third party, or (iv) resulting from a breach by Contractor of the covenants contained in this Agreement. 11. Insurance Contractor, at Contractor's own expense, shall maintain throughout the term hereof comprehensive general liability and automobile insurance in amounts no less than those reasonably requested by Company and provide Company with written proof thereof. If required, the insurance must: (i) name Company as an additional insured, (i) include a waiver of the insurer's right of subrogation against Company, and (ii) provide that such policy may not be terminated, cancelled, altered or allowed to expire without giving the Company at least 30 days advance written notice. 12. Term This Agreement shall be effective as of the date this Agreement was made and entered into, and shall terminate one year from such date, unless the term hereof is extended pursuant to express written agreement of the Parties. If a SOW includes a termination date subsequent to the termination date of this Agreement, then the term of this Agreement will be extended to the termination date of the SOW. 13. Termination (a) Company may, upon giving fourteen (14) days' written notice identifying specifically the basis for such notice, terminate this Agreement for breach of a material term or condition of this Agreement, provided Contractor shall not have cured such breach within the fourteen (14) day period. (b) Either Party may at any time and without cause terminate this Agreement upon giving thirty (30) days written notice to the other Party. (c) In the event this Agreement is terminated, Contractor shall be entitled to payment of all fees and reimbursement of expenses, as provided in Sections 4 and 5, respectively, incurred prior to the effective date of such termination. (d) Upon termination of this Agreement for any reason, Contractor will cease all activity on any projects and shall promptly provide to Company, without cost to Company, all work product and files developed by Contractor under this Agreement and all materials provided to Contractor by Company in connection with this Agreement 14. Non-solicitation Contractor agrees that it will not hire or solicit for employment with Contractor any Company employee, officer or director during the term of this Agreement and continuing for a period of two (2) years subsequent to the termination of this Agreement. 15. Notices Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the Party for whom intended either by courier or facsimile transmission or two (2) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first class postage prepaid), addressed to such Party at the address set forth on the initial page of this Agreement. Either Party may designate a different address by notice to the other given in accordance herewith Firawide:133021921.1 071900.1002 6 16. Priority of this Agreement This Agreement sets forth the entire intent and understanding of the Parties hereto on the subject matter hereof, and supersedes any other agreements or understandings. It may be amended in writing and duly signed by both of the Parties hereto. 17. Severability If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not effect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth. 18. Publicity Contractor shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly that Company endorses, recommends or prefers Contractor's services. Contractor shall not use Company's logo in any fashion without Company's prior written approval. 19. Disputes (a) Contractor agrees to seek recourse solely against Company, and not against any Company client, in any of its capacities, for any claim arising under this Agreement. (b) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American Arbitration Association and in accordance with the rules thereof, or in any other convenient forum agreed to in writing by the parties. The arbitrator shall be authorized to determine only those matters submitted to it and in no event is the arbitrator authorized or empowered to award punitive damages or damages in excess of actual direct damages. Any arbitration award shall be final and binding, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction against any improper disclosure of the Confidential Information 20. Nonassignability This Agreement is not assignable by Contractor without the prior written consent of Company. 21. Governing Law This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 22. Company Employee, Officer and Director Nonrecourse Pirmwide:133021921.1 071900.1002 6 It is expressly understood and agreed by Contractor that none of Company's covenants, undertakings or agreements herein are made or intended as personal covenants, undertakings or agreements by any of the employees, officers or directors of Company, and any liability of Company for damages for breach or nonperformance or otherwise arising under or in connection with this Agreement is hereby expressly waived by Contractor against each and every one of the employees, officers or directors of Company personally and individually, and in such instance Contractor shall look solely to Company and its assets and not to any individual employees, officers or directors or any individual employees, officers or directors assets for discharge of any such liability. 23, Survival of Obligations The following provisions of this Agreement shall survive termination of this Agreement: Sections 2,6,7, 8, 9, 10, 14, 17, 18, 19, 21, 22 and 23. EACH INTENDING TO BE BOUND TO THE OTHER, Company and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Agreed and accepted: COMPANY CONTRACTOR Misty Turnu 22 Signature Signature Misty Turner offeemos me ر ها کر حال x Security 12-1-12 12-7-17 Date of Signature Date of Signature Firmwide:133021921.1 071900.1002