Local Provider Vendor Agreement

This WORKSMITH LOCAL PROVIDER AGREEMENT (the "Agreement") governs your ("Local Provider" or "you") use of the Worksmith Platform. Whereas, Worksmith provides the Worksmith Service (as defined below) that enables local service providers and corporate clients to communicate and connect. Whereas, Local Provider wishes to utilize the Worksmith Service in connection with Local Provider's provision of services to corporate clients through the Worksmith Service in accordance with this Agreement. In consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Worksmith and Local Provider, intending to be legally bound, hereby agree as follows:

I. Definitions

‍A. Worksmith Platform means the proprietary technology platform made available to Local Providers on a subscription services basis (including all related ideas, concepts, systems, software, interfaces, tools, utilities, templates, forms, content, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information).

‍B. Worksmith Client(s) means organizations who subscribe to the Worksmith Service and who engage Local Provider directly from time totime via the Worksmith Service.

‍C. Provider Services means services that Local Providermay provide to Worksmith Clients under a Service Order and which are monitoredthrough the Worksmith Service.

‍D. Service Order means an order that Local Providerfulfills to provide Provider Services to Worksmith Clients directly, issued andmanaged through the Worksmith Vendor Portal.

‍E. Worksmith Service Data means aggregated and anonymizeddata that is generated by the Worksmith Platform, the Worksmith Services orthrough Worksmith's proprietary technologies.

‍F. Worksmith Services means the subscription serviceoffered by Worksmith through the Worksmith Platform to connect Local Providerswith Worksmith Clients.

‍G. Service Address means the specific physical address(es)identified on a Service Order at which Provider Services are to be performed.

‍H. Worksmith Vendor Portal means the vendor-facinginterface of the Worksmith Service through which Local Providers receiveService Orders, review Worksmith Client requirements and location data, acceptor decline Service Orders, document service performance, and submit invoices.

‍I. Authorized Client Representative means the individualidentified by the Worksmith Client (via the Worksmith Vendor Portal or otherWorksmith Service communication) as authorized to verify Local Provider'spresence, approve scope changes, and acknowledge completion of ProviderServices at a Service Address.

‍J. Not-to-Exceed Amount or "NTE" meansthe maximum amount that Local Provider may incur or charge for a Service Orderwithout prior written authorization from Worksmith (email or in-Portalcommunication to suffice).

‍K. Time Preference means the scheduling constraintspecified for a Service Order in the Worksmith Vendor Portal, indicating whenProvider Services must be performed, which will be one of: (i) before theService Address opens for business; (ii) during the Service Address's businesshours; (iii) after the Service Address closes for business; or (iv) nopreference.

‍L. Cost of Cure means the actual, documented, reasonablecost incurred by Worksmith or the Worksmith Client to remedy, complete, orreplace unauthorized, non-conforming, or defective Provider Services.

‍M. Chargeback means a deduction from amounts otherwisepayable to Local Provider, or an offset against future payments to LocalProvider, applied by Worksmith in accordance with this Agreement.

‍N. Client Property Lien means any mechanic's lien,materialman's lien, construction lien, stop notice, claim of lien, encumbrance,charge, or other security interest of any kind filed, recorded, placed, orasserted against (i) the real or personal property of any Worksmith Client;(ii) any Worksmith Client's leasehold or other interest in real property at anyService Address; or (iii) any improvements situated thereon, in each case inconnection with the Provider Services or any amounts owed under this Agreement.

II. Worksmith Service; Access; Delivery Confirmation

‍A. Subscription. The Worksmith Service is providedhereunder on a monthly subscription basis. Local Provider may utilize theWorksmith Service to connect with potential Worksmith Clients, provide updatedinformation about the status of Provider Services (which shall be providedunder a separately executed Service Order between Worksmith Client and LocalProvider), submit invoices, etc. Upon acceptance of a Service Order by theWorksmith Client, the Worksmith Service will notify Local Provider that theService Order has been accepted and such notice shall include the WorksmithClient's address information, service delivery timeframes or any otherpertinent information as applicable. Local Provider is required to review allService Order details — including Service Address, Authorized ClientRepresentative, scope of work, NTE, Time Preference, and WorksmithClient-specific requirements presented in the Worksmith Vendor Portal — priorto accepting a Service Order. Acceptance of a Service Order constitutes Local Provider'sacknowledgement of, and agreement to comply with, all such Service Ordermetadata and requirements.

‍B. Platform Fees and Pricing.

1. Pricing. Provider will submit its best wholesale priceto Worksmith, contemplating the opportunity for additional business from Worksmith, help with customer service, billings/collections and software thatit may receive from Worksmith.
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‍2. Worksmith Platform Fee. Providers will be subject to aplatform fee that will be deducted from ensuing payments. The platform feeschedule is as follows: Platform Fee (0 to $1000 — Free); Platform Fee ($1000to $4999.99 — 2.9%); Platform Fee ($5000 and up — 3.9%).

‍C. Worksmith Clients and Provider Services. Local Provideracknowledges and agrees that the Provider Services are contracted for directlybetween Worksmith Client and Local Provider. As such, Worksmith shall not beresponsible for the quality of the services, risk of loss, defective servicesor other non-performance by Local Provider. Notwithstanding the foregoing, this Agreement establishes Local Provider's direct compliance, quality, performance,conduct, and indemnification obligations to Worksmith, including those setforth in Sections III, IV, V, VI, VIII, X, and XIII; Local Provider's breach ofany such obligation gives rise to Worksmith's remedies under this Agreementregardless of the contractual relationship between Local Provider and the Worksmith Client.

‍D. Local Provider Payments

1. All payments by a Worksmith Client for ProviderServices shall be made through the Worksmith Service. In the event a Provider submits a direct invoice to a Client, the invoiced amount shall reflect retailpricing, not wholesale pricing. Such conduct may result in disciplinary actionagainst the Provider, including, but not limited to, removal from the Worksmith platform.

‍2. Local Provider shall submit all invoices directly toWorksmith for Provider Services rendered to a Worksmith Client within 24 hours of work being completed and all such invoices shall be submitted through theWorksmith Service. Any services not marked "complete" on theWorksmith platform within sixty (60) days from the date of service shall bepermanently deleted, and no payment shall be remitted under any circumstances.

‍3. Payments to Local Providers shall be made three timesper month and are payable forty-five (45) days from the date of invoice. Worksmith offers early payment options and payment insurance for additionalfees.

‍4. All work must be approved through the WorksmithPlatform. In the event that work is completed without such approval, theservice provider may forfeit the right to payment for the services rendered andshall be liable for any resulting loss of revenue. For the avoidance of doubt,"approved" means an active Service Order on which Local Provider hasconfirmed the Service Address, Authorized Client Representative, scope, NTE,and Time Preference, and the Provider Services performed are within all suchService Order metadata. Worksmith's remedies in this Section II.D.4 are inaddition to its rights under Section VI (Worksmith Remedies; Suspension andChargebacks).

‍5. The Worksmith Service Fee shall be calculated based on the invoice total for each Local Provider invoice submitted through Worksmith.

‍6. Invoice payments to Local Provider shall be net of theWorksmith Service Fee and any Chargebacks or Cost of Cure offsets applied inaccordance with this Agreement.

‍E. Pricing andRate Changes.

1. Approved Rates. The rates payable to Local Provider for Provider Services are the rates set forth in (a) Local Provider's profile inthe Worksmith Vendor Portal, (b) any client-specific rate schedule communicatedthrough the Worksmith Vendor Portal, and (c) the pricing applicable to aparticular Service Order as confirmed in the Worksmith Vendor Portal(collectively, the "Approved Rates"). Worksmith and, whereapplicable, the Worksmith Client are entitled to rely on the Approved Rates inpricing and authorizing Service Orders.

‍2. Rate Changes Require Prior Written Approval. Local Provider may propose changes to its Approved Rates no more frequently than onceper calendar year, with at least sixty (60) days' prior written noticesubmitted through the Worksmith Vendor Portal. No proposed rate change willtake effect unless and until Worksmith has affirmatively approved the change inwriting through the Worksmith Vendor Portal, and, where the change affects aparticular Worksmith Client's pricing, that Worksmith Client has also approvedthe change in writing. Worksmith's continued acceptance of Service Orders,payment of invoices, silence, or other course of dealing does not constituteapproval of a proposed rate change.

‍3. Effective Date; Service Order Pricing. An approved ratechange is effective only on the effective date stated in Worksmith's writtenapproval and applies only to Service Orders issued on or after that effectivedate. The Approved Rates in effect on the date a Service Order is issued governthat Service Order regardless of when the Provider Services are performed,invoiced, or paid.

‍4. No Retroactive Application. Under no circumstances willWorksmith or any Worksmith Client be obligated to pay, back-pay, or true-up atan increased rate for Provider Services performed under (or for Service Ordersissued prior to the effective date of) the change. Any invoice that purports toapply an increased rate retroactively, or to apply a rate higher than theApproved Rates in effect on the date the related Service Order was issued, willbe paid by Worksmith at the Approved Rates and the excess will be deemeddisallowed in full.

‍5. Unauthorized Rate Increases. Local Provider'ssubmission of an invoice at a rate higher than the Approved Rates (whether byunilateral notice, email, course of dealing, or otherwise) without Worksmith'sprior written approval in accordance with this Section II.E is a materialbreach of this Agreement. In addition to Worksmith's other remedies, Worksmithmay (a) pay only at the Approved Rates and disallow the excess; (b) apply aChargeback equal to any overpayment previously made at unauthorized rates; and(c) suspend or terminate under Section VI.

‍F. Open Service Orders. Worksmith Clients may elect toengage Worksmith to maintain an open Service Order to assist Worksmith Clientsin addressing one-time, emergency or other situations in a timely fashion("Open Service Order"). A Service Order shall not be deemed an OpenService Order unless expressly indicated on a particular Service Order.

‍G. Additional Worksmith Services. From time to time,Worksmith may offer its Local Providers additional fee-based WorksmithServices, at Local Provider's option. Furthermore, upon thirty (30) days'notice to Local Provider, Worksmith may charge subscription fees for the basicWorksmith Services.

‍H. Access. Local Provider shall maintain an active accountwith Worksmith to use the Worksmith Service. Local Provider shall notifyWorksmith immediately if Local Provider believes an unauthorized third partymay be using Local Provider's account. Worksmith will not be liable for anyloss resulting from an unauthorized person using an account, passwords or anyassigned credentials.

‍I. Local Provider Delivery Confirmation. Local Providerwill provide immediate confirmation with timestamp through Worksmith to confirmthat each Provider Service (including any remediation action) has taken place.For the avoidance of doubt, this confirmation must happen as the action takesplace, and no later than the end of day on the day that the action occurred.Local Provider agrees that in certain instances multiple service attempts maybe required, within reason, and agrees to make best efforts to fulfill theoriginal commitment. If a Provider Service is unable to be completed by LocalProvider or if there are any issues in the course of attempting to completesaid Service, Provider will send notification through Worksmith. Deliveryconfirmation shall include, at a minimum: (i) geo-tagged or timestampedcheck-in the Service Address upon arrival; (ii) the name of the Authorized Client Representative who validated Local Provider's on-site presence; (iii)before-and-after photographs of the work area sufficient to evidence theservices performed; and (iv) the Authorized Client Representative'sconfirmation of completion submitted through the Worksmith Vendor Portal (or,where the Worksmith Client operates on a third-party platform identified in the Service Order, through that platform). Local Provider may not invoice for aService Order until the delivery confirmation requirements in this Section II.I are satisfied.

III. Local Provider Compliance and Service Standards
Local Provider acknowledges that Worksmith's Worksmith Clients (including without limitation enterprise and luxury retail clients) require predictable, high-quality, brand-appropriate service delivery, and that Worksmith's ability to operate the Worksmith Service depends on Local Provider's strict compliance with the standards in this Section III. Each of the following obligations is material to this Agreement.
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A. Pre-Work Verification
Before commencing any work under a Service Order, Local Providerwill confirm: (i) that the Service Address on-site matches the Service Address identified on the Service Order; (ii) the identity of the Authorized ClientRepresentative (or, if no Authorized Client Representative is on-site, confirmin writing through the Worksmith Vendor Portal that Local Provider isauthorized to proceed); (iii) the authorized scope of work; (iv) the NTE; and(v) the Time Preference, and that the current time falls within the authorizedTime Preference window. If any of the foregoing cannot be confirmed, LocalProvider will not commence work and will immediately notify Worksmiththrough the Worksmith Vendor Portal.

B. Scope Adherence
Local Provider will perform only the services expresslyauthorized by the Service Order, and only to the extent the performance is (a)within the authorized scope, (b) within the NTE, and (c) within the TimePreference window. Any work performed outside the authorized scope, in excessof the NTE without prior written authorization through the Worksmith Vendor Portal, or outside the Time Preference window is unauthorized work, regardlessof whether the Authorized Client Representative or any other person on-siterequests or appears to request it. Unauthorized work is not eligible forpayment and may be subject to the remedies set forth in Section VI. For theavoidance of doubt, where a Service Order authorizes a defined scope at orbelow the NTE within an applicable Time Preference window, Local Provider maycomplete that work on a single visit — including an initial assessment visit —without a separate or follow-on Service Order.

C. NTE Compliance
Local Provider will not incur or charge any amounts for a ServiceOrder that exceed the NTE without first obtaining written authorization throughthe Worksmith Vendor Portal (or, in true emergencies, by telephone withimmediate written follow-up). Any amount incurred above the NTE without priorwritten authorization is at Local Provider's sole risk and may be subject to a Chargeback equal to the full overage.

D. Time Preference Compliance
Local Provider will schedule and perform Provider Services strictly within the Time Preference window specified on the Service Order. If the Time Preference is "before the Service Address opens forbusiness," Local Provider will not commence or continue Provider Services after the Service Address opens. If the Time Preference is "after the Service Address closes for business," Local Provider will not commence Provider Services before the Service Address closes. If the Time Preference is "during the Service Address's business hours," Local Provider willperform Provider Services only within those hours. If the Time Preference is "no preference," Local Provider will use good judgment to minimize disruption to the Worksmith Client's operations, customers, and brand experience. If Local Provider cannot perform within the authorized Time Preference window, Local Provider will reschedule the Service Order through the Worksmith Vendor Portal or seek written authorization through the Worksmith Vendor Portal to perform outside the window; performance outside the authorized Time Preference window without such written authorization is unauthorized workunder Section III.B.

E. Personnel and Subcontractors
Local Provider is responsible for the acts and omissions of allof its personnel (including employees and any subcontractors permitted underthis Section III.F). Local Provider will: (i) deploy only personnel who arequalified, trained, properly licensed, and (where required by the Service Orderor the Worksmith Vendor Portal) background-checked to the standard specified;(ii) cause personnel to comply with all of Local Provider's obligations underthis Agreement; and (iii) not subcontract performance of any ServiceOrder to a third party without Worksmith's prior written consent. Use of anyunapproved subcontractor is a material breach of this Agreement.
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F. Professional Conduct and Appearance
Local Provider personnel will: (i) present a professionalappearance appropriate to the Service Address; (ii) wear identificationsufficient to confirm their identity and association with Local Provider; (iii)refrain from the use of alcohol, illegal drugs, or impairing substances whileon a Service Address; (iv) refrain from harassing, threatening, ordiscriminatory conduct; and (v) comply with all on-site safety, security, andconduct policies of the Worksmith Client communicated through the Worksmith VendorPortal.

G. Licensing, Permits, and Compliance with Laws
Local Provider will hold and maintain all licenses,certifications, registrations, and permits required by applicable law for theperformance of Provider Services and will perform all Provider Services incompliance with applicable federal, state, and local laws, regulations, andordinances, including health and safety requirements (e.g., OSHA whereapplicable). Local Provider will furnish evidence of such licenses,certifications, registrations, and permits to Worksmith upon request.

H. Worksmith Client Requirements (Work-Order Passdown)
Worksmith Client-specific requirements (including withoutlimitation site access rules, hours of operation, customer-facing arearestrictions, customer interaction rules, brand and appearance standards,photography and recording restrictions, background-check requirements, security protocols, and reporting requirements) are presented to Local Provider in the Worksmith Vendor Portal at the Service Order level based on the location dataand requirements made available by the Worksmith Client. Local Provider isrequired to review these requirements prior to accepting a Service Order, and by accepting a Service Order, Local Provider agrees to comply with the Worksmith Client requirements presented for that Service Order. Where a Worksmith Client requirement is materially inconsistent with this Agreement, Local Provider will notify Worksmith through the Worksmith Vendor Portal before accepting the Service Order.

IV. Insurance
At all times during the term of this Agreement and during theperformance of any Provider Services, Local Provider will, at its sole cost andexpense, procure and maintain in full force and effect the following insurance with insurers licensed in the jurisdictions where Provider Services are performed and with an A.M. Best rating of A- or better:
    •(a) Commercial General Liability: not less than $1,000,000 per occurrence and $2,000,000 aggregate, including      premises/operations, products-completed operations, personal and advertising injury, contractual liability, and independent      contractors coverage;
     •(b) Workers' Compensation: as required by applicable law, plus Employer's Liability with limits not less than $1,000,000      per accident/disease;•      
     •(c) Commercial Auto Liability (covering owned,hired, and non-owned vehicles): not less than $1,000,000 combined      single limit per occurrence;
     •(d) Umbrella/Excess Liability: not less than $1,000,000 per occurrence, excess of the foregoing primary policies;
     •(e) Professional Liability / Errors & Omissions:where the Provider Services include professional or technical services,      notless than $1,000,000 per claim/aggregate; and
  
     •(f) Such additional coverages as identified on a Service Order or required by a Worksmith Client, in the amounts      identified.

Each policy will: (i) name Worksmith and (where contractuallyrequired by the Worksmith Client) the Worksmith Client as additional insuredswith respect to the Provider Services; (ii) be primary and non-contributorywith respect to any insurance maintained by Worksmith or the Worksmith Client;and (iii) include a waiver of subrogation in favor of Worksmith and theWorksmith Client. Local Provider will furnish to Worksmith a certificate ofinsurance evidencing the foregoing prior to performing any Provider Servicesand upon any renewal or material change in coverage. Local Provider will give Worksmith at least thirty (30) days' prior written notice of cancellation ormaterial reduction of coverage. Maintenance of insurance does not limit Local Provider's liability under this Agreement.
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V. Quality, Performance, and Remediation
Local Provider will perform all Provider Services in a good and workman like manner consistent with the highest standards of the applicabletrade. If, within ninety (90) days following completion of a Provider Service,the Worksmith Client or Worksmith identifies a material defect ornon-conformity in the Provider Service that is attributable to Local Provider, Local Provider will, at Worksmith's election: (i) re-perform the affected workat no additional charge; (ii) refund all amounts paid for the affected work; or (iii) reimburse Worksmith or the Worksmith Client for the Cost of Cure.

Worksmith may also evaluate Local Provider's performance through scorecards,ratings, and metrics published in the Worksmith Vendor Portal, and LocalProvider's sustained failure to meet published performance thresholds isgrounds for suspension or termination for cause under Section VI.

VI. Worksmith Remedies; Suspension and Chargebacks
A. Chargebacks
Without limiting any other remedy under this Agreement, Worksmith may apply a Chargeback against amounts otherwise payable to Local Provider for: (i) unauthorized work (including work performed outside the authorized scope of a Service Order, outside the authorized Time Preference window, or at alocation other than the Service Address); (ii) amounts incurred above the NTE without prior written authorization; (iii) non-conforming work that Local Provider has failed to cure within a reasonable time after notice; (iv)repeated or material failures to meet delivery confirmation, documentation, or Worksmith Client requirements applicable to a Service Order; (v) any amount invoiced or paid in excess of the Approved Rates in violation of Section II.E(Pricing and Rate Changes); and (vi) any amount that Worksmith has paid orrefunded to a Worksmith Client as a result of Local Provider's acts oromissions. Worksmith will provide Local Provider with reasonable notice andsupporting documentation of any Chargeback and an opportunity to respond before the Chargeback is applied, except in cases of fraud or willful misconduct.

B. Cost of Cure
Where the Provider Services are non-conforming or otherwise giverise to a duty to remediate, Worksmith may engage a substitute provider to perform the cure and pass the Cost of Cure through to Local Provider as a Chargeback or invoice.

C. Suspension
Worksmith may suspend Local Provider's access to the Worksmith Service, including the ability to receive new Service Orders, at any time andwithout prior notice, if Worksmith reasonably believes that Local Provider: (i) has violated Section III (Compliance and Service Standards), Section IV (Insurance), Section X (Anti-Corruption, Sanctions, and Ethics), or any other material obligation; (ii) has failed to maintain required insurance, licenses, certifications, or background checks; (iii) is the subject of an investigation related to safety, fraud, harassment, or other conduct that materially threatens Worksmith's reputation or its relationship with a Worksmith Client; or (iv) has materially or repeatedly failed to meet published performance standards. During suspension, pending Service Orders may be reassigned at Worksmith's discretion. Suspension is not a waiver of any other right or remedy.

D. Termination for Cause
In addition to the termination rights set forth in Section XI (Termination and Non-Circumvention), Worksmith may terminate this Agreement immediately upon written notice if Local Provider: (i) performs work outside the scope of an authorized Service Order at a Worksmith Client location; (ii) performs work at a location other than the Service Address; (iii) exceeds the NTE without authorization in a manner that causes a Worksmith Client to incur material unbudgeted cost; (iv) performs work outside the authorized Time Preference window in a manner that materially disrupts the Worksmith Client's operations, customers, or brand experience; (v) fails to maintain insurance required under Section IV; (vi) materially breaches the Worksmith Client requirements applicable to a Service Order (Section III.H); (vii) files or fails to timely cure a Client Property Lien in violation of Section XIV; (viii) breaches Section X (Anti-Corruption, Sanctions, and Ethics); or (ix) engages infraud or willful misconduct. Termination under this Section VI.D does not limit Worksmith's right to Chargebacks, Cost of Cure, indemnification, or other remedies.

VII. Proprietary Rights and Licenses

A. Worksmith Subscription License to Local Provider.
Subject to compliance with the terms of this Agreement, Worksmith hereby grants toLocal Provider a limited, non-exclusive and non-transferable license to use theWorksmith Platform on a subscription basis until termination of the Agreement.Except for the limited rights and licenses expressly granted to Local Providerhereunder, no other license is granted, and no other use is permitted.
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B. Ownership.
‍Worksmith (and its licensors) shall own and retain all right, title and interest (including all intellectual property and any other proprietary rights) in and to the Worksmith Platform, Worksmith Services, Worksmith Service Data, methodologies, templates, economic models and strategic frameworks, (including all improvements, developments, customizations, extensions and derivatives thereof) (collectively,"Worksmith Intellectual Property").
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C. Use Restrictions.
‍Local Provider agrees not to: (1)copy, modify, adapt, translate, or otherwise create derivative works of the Worksmith Intellectual Property or any software, services, or other technology of third-party vendor(s) or hosting partner(s) who Worksmith engages to providethe infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Worksmith Service; (2) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Worksmith Intellectual Property; (3) rent, lease, sell, resell,assign, sublicense, or otherwise transfer rights in or to the Worksmith Intellectual Property, or otherwise allow any third party to use or access the Worksmith Platform; (4) remove or modify any proprietary notices, legends, or labels on the Worksmith Intellectual Property; (5) use, post, transmit, or introduce into the Worksmith Platform or other Worksmith Intellectual Property any device, software, virus, worm, back door, Trojan Horse, similar harmful code, or routine which interferes or attempts to interfere with the operation of the Worksmith Platform or other Worksmith Intellectual Property; (6) use or access the Worksmith Intellectual Property in a manner that: (a) violates any applicable laws; (b) violates the rights of any third party; (c) purports to subject Worksmith to any other obligations; or (d) for any purpose not specifically permitted in this Agreement; or (7) use the Worksmith Services in any situation where failure or fault of the Worksmith Service could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Local Provider may not use, or permit any other person to use, the Worksmith Service in connection with aircraft or other modes of mass transportation, nuclear or chemical facilities, police or ambulance services or medical life support devices.
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VIII. Audit Rights and Records
Local Provider will maintain accurate records of (i) personnel credentials, licenses, certifications, and background checks; (ii) insurance policies and certificates; (iii) service performance documentation, including photographs and Authorized Client Representative confirmations; and (iv) invoices, payments, and Chargebacks under this Agreement, in each case for at least three (3) years following the applicable Provider Service. Worksmith may, upon reasonable prior notice and not more than once per twelve (12)-month period (or more often in connection with a documented incident, complaint, oraudit by a Worksmith Client), examine such records and Local Provider'scompliance with this Agreement, either directly or through a representative bound by appropriate confidentiality obligations.
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IX. Confidentiality and Brand Protection

A. Confidentiality.   The receiving party of any Confidential Information will use the disclosing party's Confidential Information solely to perform its obligations and exercise its rights under this Agreement. "Confidential Information" shall mean with respect to either party any information disclosed by such party to the other party in connection with this Agreement. Confidential Information includes, without limitation, Worksmith Client-identifying information, Service Address data, NTE pricing data, Service Order content, the Worksmith Vendor Portal, and any non-public information regarding a Worksmith Client's premises, operations, or customers. The receiving party will take all precautions necessary to safeguard the confidentiality of the disclosing party's Confidential Information. The receiving party will have no confidentiality obligation here under with respect to any portion of the disclosing party's Confidential Information that (a) the receiving party independently developed without reference to the Confidential Information from the disclosing party, as proven by the written records of the receiving party, (b) the receiving party lawfully obtained from a third party under no obligation of confidentiality, (c) is or becomes available to the public other than as a result of an act or omission of the receiving party or any of its employees or (d) the receiving party is compelled to disclose pursuant to legal process provided by a court of competent jurisdiction or government body or agency. In the event the receiving party is required to disclose Confidential Information of the disclosing party pursuant to legal process provided by a court of competent jurisdiction or government body or agency, such party (provided that notification is not prohibited by such process) will promptly notify the disclosing party to allow intervention in response to such process.
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B. Brand Protection.
‍Local Provider will not, without Worksmith's prior written consent (which may be conditioned on the consent of the affected Worksmith Client): (i) use a Worksmith Client's name, trademarks, logos, premises images, or merchandise in Local Provider's marketing or social media; (ii) make public statements regarding services performed for a Worksmith Client; or (iii) photograph or record Worksmith Client customers, employees, merchandise, or interiors except as required for delivery confirmation under Section II.I, and in such case the records will be used only for the purpose of completing and validating the Service Order.

X. Anti-Corruption, Sanctions, and Ethics
Local Provider will comply with all applicable anti-bribery, anti-corruption, and trade laws (including the U.S. Foreign Corrupt Practices Act). Local Provider will not, directly or indirectly, offer, pay, promise, solicit, or accept any improper payment, kickback, or other benefit inconnection with this Agreement or any Provider Services. Local Provider represents and warrants that neither Local Provider nor any of its personnel is(a) the subject of any applicable sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, the United Kingdom, or other relevant sanctions authority, or (b) located or organized in a country or territory that is the subject of comprehensive sanctions. Local Provider will promptly notify Worksmith of any actual or suspected violation of this Section X.
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XI. Termination and Non-Circumvention
‍A. Either party may terminate this Agreement immediately upon written notice, however, any pending Service Orders shall be fulfilled under the terms of this Agreement. Worksmith reserves the right at any time to modify or discontinue, temporarily or permanently, Local Provider's access tothe Worksmith Service. Additional grounds for termination for cause are set forth in Section VI.D.
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‍B. Effects of Termination. Upon any termination orexpiration of this Agreement, all rights, obligations and licenses of the parties will cease, except that (a) all obligations that accrued prior to the effective date of termination will survive and (b) the provisions of the sections entitled Definitions; Local Provider Compliance and Service Standards (with respect to in-process Service Orders); Insurance (with respect to liabilities arising during the term); Worksmith Remedies; Proprietary Rights and Licenses; Audit Rights and Records; Confidentiality and Brand Protection; Anti-Corruption, Sanctions, and Ethics; Termination and Non-Circumvention; Representations, Warranties, Disclaimers and Limitation of Liability; Indemnity; No Liens on Client Property; Dispute Resolution; and Miscellaneous will survive.
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C. Local Provider acknowledges that Worksmith has devoted substantial time and resources to develop business relationships with Worksmith Clients. As such, Local Provider agrees that for a period of twenty-four (24) months after termination of this Agreement or a particular Service Order, Local Provider will not directly or indirectly solicit, accept work from, or perform services for (i) any Worksmith Client to which Local Provider was introduced or for which Local Provider performed Provider Services through the Worksmith Service, or (ii) any prospective Worksmith Client to which Local Provider was introduced through the Worksmith Service, in each case other than through the Worksmith Service. Local Provider acknowledges that a breach of this SectionXI.C will cause substantial harm that is difficult to quantify, and the parties agree that Worksmith may seek injunctive relief and recover damages including, where appropriate, an amount equal to twelve (12) months of Worksmith's lost margin attributable to the circumvented relationship.
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XII. Representations and Warranties; Disclaimers and Limitation ofLiability
‍A. Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to whichit is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when acknowledged by both Parties. Local Provider additionally represents andwarrants that: (d) Local Provider holds all licenses, certifications, registrations, and permits required to perform the Provider Services; (e) Local Provider and its personnel will perform the Provider Services in compliance with all applicable laws and the standards in Section III; (f) the ProviderServices will be performed in a good and workmanlike manner consistent with the highest standards of the applicable trade; and (g) Local Provider has not been debarred or suspended from working with any government or enterprise customer. LOCAL PROVIDER'S USE OF THE WORKSMITH SERVICE IS AT LOCAL PROVIDER'S SOLE RISK. THE WORKSMITH SERVICE IS PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." LOCAL PROVIDER SHALL BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF APPLICATIONS AND CONTENT FROM THE WORKSMITH SERVICE OR WORKSMITH CLIENTS. WORKSMITH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WORKSMITH SERVICE, THE LOCAL PROVIDERS OR PROVIDER SERVICES. LOCAL PROVIDER UNDERSTANDS THAT WORKSMITH USES AFFILIATES, THIRD-PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, AND RELATED TECHNOLOGY REQUIRED TO RUN THE WORKSMITH PLATFORM AND THAT WORKSMITH IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED BY SUCH THIRD PARTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WORKSMITH DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT WORKSMITH MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
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‍C. LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF LOCAL PROVIDER'S FRAUD, NEGLIGENCE, MISCONDUCT OR BREACH OF SECTION XI.C (NON-CIRCUMVENTION), LOCAL PROVIDER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION XIII, LOCAL PROVIDER'S BREACH OF SECTION III (COMPLIANCE AND SERVICE STANDARDS), SECTION IV (INSURANCE), SECTION IX (CONFIDENTIALITY AND BRAND PROTECTION), SECTION X (ANTI-CORRUPTION, SANCTIONS, AND ETHICS), OR SECTION XIV (NO LIENS ONCLIENT PROPERTY), NEITHER PARTY WILL BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOTLIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL. WORKSMITH WILL NOT BE LIABLE FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE THOUSAND DOLLARS ($1,000) UNDER THIS AGREEMENT. For clarity, the $1,000 aggregate cap applies only to Worksmith's liability to Local Provider and does not limit Local Provider's liability to Worksmith.
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XIII. Indemnity
Local Provider agrees to indemnify, defend and hold harmless, at Local Provider's expense, Worksmith and its officers, directors, agents and employees, and (where Worksmith is required to extend such protection to its Worksmith Clients) the applicable Worksmith Client and its officers, directors, agents and employees, against any demand, suit, claim, loss, damage or action by a third party that is related to (a) Local Provider's provision of services to a Worksmith Client or (b) any fraud, negligence or misconduct by Local Provider (including any personnel or contractors employed by Local Provider);(c) any bodily injury, death, or property damage occurring at a Service Address that is caused in whole or in part by Local Provider or its personnel; (d) any unauthorized work, NTE overage, or work outside the authorized Time Preference window performed by Local Provider; (e) any breach by Local Provider of Section III (Compliance and Service Standards), Section IV (Insurance), Section IX (Confidentiality and Brand Protection), or Section X (Anti-Corruption,Sanctions, and Ethics); (f) any claim that Local Provider's personnel are employees or agents of Worksmith or any Worksmith Client; or (g) any Client Property Lien filed, recorded, or asserted by Local Provider or any Lien Party in violation of Section XIV.
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XIV. No Liens on Client Property; Lien Waivers
A. Prohibition
Notwithstanding any other provision of this Agreement or anyother agreement to which Local Provider is or becomes a party, Local Provider will not, and will cause each of Local Provider's personnel, subcontractors,suppliers, and downstream providers (collectively, "Lien Parties") not to, directly or indirectly, file, record, place, threaten, or maintain any Client Property Lien. This prohibition applies regardless of any default by Worksmith, any dispute between Worksmith and Local Provider, or any direction from any Lien Party.
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B. Lien Waivers on Payment
As a condition to each payment made by Worksmith to Local Provider for Provider Services, Local Provider will deliver to Worksmith an unconditional waiver and release of lien rights in the form reasonably requested by Worksmith (or the form required by applicable law for the jurisdiction in which the Provider Services were performed), executed by Local Provider and, upon Worksmith's reasonable request, by each Lien Party that performed work or supplied materials in connection with the underlying invoice.
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C. Permitted Remedies
‍If Worksmith fails to pay Local Provider amounts properly invoiced and not subject to a bona fide dispute under this Agreement, Local Provider's exclusive remedies (in addition to the dispute resolution proceduresin Section XV) are: (i) to file, record, or assert a lien, claim, or othersecurity interest against Worksmith (but not against any Worksmith Client, any Worksmith Client's property, any Service Address, or any improvements situatedthereon); and (ii) by mutual written agreement with Worksmith and the affected Worksmith Client, to remove materials previously installed by Local Provider or to revert work previously completed by Local Provider, in each case at Local Provider's sole cost and subject to Local Provider's obligation to restore the Service Address to its prior condition. For the avoidance of doubt, nothing in this Section XIV.C limits Local Provider's ability to pursue dispute resolution under Section XV or to seek damages against Worksmith.
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D. Indemnity for Improper Liens
Local Provider will defend, indemnify, and hold harmless Worksmith and each affected Worksmith Client against any Client Property Lien filed, recorded, placed, or asserted by Local Provider or any Lien Party in violation of this Section XIV, including all costs of bonding around, releasing, or discharging the lien, attorneys' fees, expert fees, court costs, and any consequential losses suffered by Worksmith or the affected Worksmith Client. This indemnity is in addition to, and not in lieu of, Local Provider's indemnification obligations in Section XIII.
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E. Cure Period
Upon written notice from Worksmith of any Client Property Lienfiled, recorded, or asserted in violation of this Section XIV, Local Provider will, within ten (10) business days, cause the lien to be fully released, discharged, or bonded over at Local Provider's sole cost. Failure to cure within such period is an immediate for-cause termination trigger under SectionVI.D and entitles Worksmith to bond or discharge the lien itself and recover the cost from Local Provider as a Chargeback, in addition to any other remedy.
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F. Survival
This Section XIV survives the expiration or termination of this Agreement.
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XV. Dispute Resolution
Before initiating any formal proceeding, the parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between authorized representatives for at least thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, the parties will submit the dispute to non-binding mediation administered by a mutually agreed mediator (or, failing agreement, by the American Arbitration Association) for at least thirty (30) days. If the dispute is not resolved through mediation, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Austin, Texas (or such other location as the parties agree). Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, (i) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy a breach of Sections VII (Proprietary Rights), IX (Confidentiality and Brand Protection), X (Anti-Corruption, Sanctions, and Ethics), XI.C (Non-Circumvention), or XIV (No Liens on Client Property), without first complying with the negotiation or mediation steps; and (ii) disputes involving claims of less than ten thousand dollars (US$10,000) may, at either party's election, be brought in small-claims court in lieu of arbitration.
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XVI. Miscellaneous
‍A. Links to Third-Party Sites. The Worksmith Service may include links to third-party sites. Worksmith does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. Worksmith is not responsible for any form of transmission received from any linked site. Local Provider acknowledges and agrees that Worksmith is not liable for any loss or damage which may be incurred by Local Provider as a result of the availability of third-party vendor resources or external sites.
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‍B. Confidentiality. See Section IX (Confidentiality and Brand Protection).
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‍C. Entire Agreement. This Agreement (including the Appendices) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.
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‍D. Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
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‍E. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
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‍F. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflicts of law provisions. Dispute resolution is governed by Section XV.
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‍G. Notices. All notices under this Agreement will be effective upon receipt and delivered to the parties at their respective addresses stated herein or at such other address designated by written notice.
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‍H. Publicity. Local Provider hereby agrees that Worksmith may include its name and logo in customer lists that may be published as part of Worksmith's marketing and promotional efforts.
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‍I. Assignment. Local Provider may not assign or transfer this Agreement or any of its rights or obligations hereunder without Worksmith's prior written consent. Worksmith may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its business or assets, without consent.
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‍J. Change of Control Notice. Local Provider will provide Worksmith with at least thirty (30) days' prior written notice of any change of control of Local Provider, including any merger, acquisition, or sale of substantially all of its assets.
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‍L. Force Majeure. Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
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‍M. Independent Contractors. The Parties shall not bedeemed to be partners, joint venturers, employers, employees or each other's agents, and no Party shall have the right to act on behalf of any other except as expressly agreed in writing.
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‍N. Injunctive Relief. Local Provider acknowledge that, in the event of any breach of the terms and conditions of this Agreement, Worksmith will not have an adequate remedy in money or damages. In such event, Worksmith will be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request andwithout the requirement of posting any bond. Worksmith's right to obtain such relief shall not limit its right to obtain other remedies.