Terms and Conditions

EXHIBIT B

GENERAL CONTRACT PROVISIONS

 

SECTION 1 – PRODUCTION REPORTS

Daily production reports will be maintained by Holland and shall be verified by the signature of an authorized employee of the Customer. Such signature constitutes acceptance of the Work outlined in the production report. Copies of these daily reports will become the basis of billing for the Work performed.

SECTION 2 – BILLING

Invoices will be rendered minimally on a bi-weekly basis for all Work performed, or at such other interval as mutually agreed upon by Holland and the Customer. Invoices will become due and payable within thirty (30) days from the invoice date.

SECTION 3 – CHANGES TO SCOPE OF WORK

In the event it is determined that a change in the scope of work is required and such change shall increase the operating costs incurred by Holland, Holland reserves the right to increase the prices agreed to in the pricing schedule. No change to the scope of work or the pricing will occur until the terms and compensation for such change is mutually agreed upon between the parties in writing.

SECTION 4 – TAXES

Holland shall pay all taxes and contributions levied on the payroll of its employees engaged in the performance of the Work, and all excise, property and other taxes levied upon or applicable to materials, supplies, equipment or the Work performed by Holland. Any and all sales, use or other taxes applicable to the materials, supplies or the Work performed by Holland will be indicated on the invoice, and Customer shall be responsible for payment.

SECTION 5 – INDEPENDENT CONTRACTOR

Holland shall have complete and exclusive control of, and responsibility for, all equipment and employees utilized or employed by it during the performance of the Work. Holland shall perform all Work as an independent contractor, and this Agreement shall in no way be construed as creating any master/servant relationship, employer/employee relationship, or any relationship between Holland and Customer other than one of principal and independent contractor.

SECTION 6 – INDEMNIFICATION

Holland shall indemnify and holds harmless Customer, its affiliates, their officers, agents and employees (“Indemnitees”), against and from any and all liability, loss, damage, claims, demands, costs and expenses relative to any injury or death of any person or damage to property in the performance of this Agreement, but only to the proportionate extent that they result from the negligent acts or omissions of Holland. The obligation of Holland to indemnify Customer is expressly contingent upon the Customer giving Holland written notice within seven (7) days of its receipt of any claim, complaint, potential cause of action, or proceeding for which it requests indemnification under this Section 6. Failure by Customer to timely notify Holland shall relieve Holland of its obligation to indemnify Customer to the extent any such delay materially prejudices the substantive rights and defenses available to Holland, or otherwise increases the damages, settlement costs, or costs of defense. If any claim or liability shall arise from the joint or concurring negligence of both parties, it shall be borne by them in proportion to their negligence.

SECTION 7 – INSURANCE

Holland shall provide and maintain insurance of the types and in the amounts noted below:

Commercial General Liability
Limits of Liability
Each Occurrence	$5,000,000.00
Damage to Rented Premises (each occurrence)	$100,000.00
Medical Expenses (any one occurrence)	$5,000.00
General Aggregate	$5,000,000.00
Products/Completed Operations	$5,000,000.00
Personal and Advertising Injury	$5,000,000.00
Workers Compensation
Limits of Liability
Coverage A	Statutory by Law
Coverage B	Employer’s Liability
·       Each Accident	$1,000,000.00
·       Disease Policy Limit	$1,000,000.00
·       Disease- Each Employee	$1,000,000.00
Automobile Liability
Limits of Liability
Combined Single Limit ·       Extends to owned, non-owned and hired automobiles used in the performance of the work.	5,000,000.00
Excess and Umbrella Coverage
Limits of Liability
Each Occurrence	$5,000,000.00
General Aggregate	$5,000,000.00

Upon written request by Customer, Holland will provide a certificate of insurance evidencing such insurance as outlined above prior to beginning work under the contract agreement. Such certificates shall provide for thirty (30) day’s advance written notice to Customer of cancellation, material change, reduction of coverage or non-renewal.

SECTION 8 – EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION

Holland represents that it maintains corporate policies that provide for equal opportunity in employment without regard to race, color, religion, gender, age, or national origin.

SECTION 9 – SAFETY

Holland shall take all reasonable safety precautions pertaining to its Work under this Agreement. Holland represents, warrants and agrees that it shall, to the best of its ability, comply with all applicable federal, state and local laws, rules, ordinances and regulations, and all applicable licenses, permits, administrative orders and court orders relating to the performance of the Work under this Agreement.

SECTION 10 – FORCE MAJEURE

With the exception of Customer’s obligation to pay for the Work performed by Holland pursuant to this Agreement, neither party shall be in default under this Agreement to the extent that the performance of its obligations is delayed, hindered or prevented by a cause beyond the reasonable control of such party and without such party’s fault or negligence, including, but not limited to, acts of God, declared or undeclared wars, blockades, hostilities, legal or illegal acts of government, epidemics, quarantines, riots, rebellions and labor strikes (“Force Majeure”). In the event the affected party is delayed in or prevented from performing its obligations under this Agreement by a Force Majeure event, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of a Force Majeure event and attempt to resume performance of the obligations delayed or prevented by the Force Majeure event. After the Force Majeure event has ended, both parties agree to resume performance of this Agreement with their best efforts.

SECTION 11 – GOVERNING LAW

The terms of this Agreement shall be governed by and construed according to the laws of the State of Illinois without regard to its choice of law provisions.

SECTION 12 – ARBITRATION

Any controversies shall be settled by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The exclusive venue for the administration of said arbitration shall be in Chicago, Illinois. The parties agree to one arbitrator to resolve any arbitration proceeding.

SECTION 13 – SEVERABILITY AND WAIVER

The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any right granted by this Agreement, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance.

SECTION 14 – CAPTIONS

The captions at the beginning of each section are for convenience only and are to be given no weight in construing the provisions of this Agreement.

SECTION 15 – NOTICES

All notices shall be in writing addressed to the parties at the addresses set out in this Agreement unless subsequently changed in conformance with this notice provision. Notices shall be considered as delivered on the third (3^rd) business day after the date of mailing if sent by certified mail or when received if delivered by overnight delivery, electronic mail (with read receipt), or personal delivery.

SECTION 16 – CONFIDENTIALITY

Both parties agree to keep confidential and not disclose any of the other party’s Confidential Information. For purposes of this Agreement, “Confidential Information” means any information, knowledge or data of an intellectual, technical, scientific, commercial or industrial nature, or of a financial, cost, pricing, or marketing nature relating to the business operations; personal information regarding any employee or other individual, which would be protected under any federal, state, or local privacy laws; or any information supplied by the either party that is clearly marked “Confidential.” Both parties agree not to share such Confidential Information with any person except their consultants, sub-contractors and agents who have a need to know such information consistent with the performance of this Agreement. This Section 16 shall survive termination of the Agreement.

SECTION 17 – MUTUAL WAIVER OF SPECIAL DAMAGES

To the fullest extent permitted by law, both Holland and Customer agree to waive their right to seek consequential, incidental, indirect, special, exemplary, or punitive damages against the other arising from or relating to this Agreement and the Work performed by Holland.

SECTION 18 – EXECUTION

This Agreement may be executed in any number of counterparts, any one of which shall be an original, but all of which together shall be one and the same instrument. Facsimile and electronic signatures (including emailed PDFs) shall constitute original signatures.