Common use of Performance of Services Clause in Contracts

Performance of Services. (a) The Provider shall perform and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenses.

Performance of Services. (a) The Provider shall perform PROVIDER’s services under this Agreement are designed to meet the needs of ROCK-IT and cause its Subsidiaries ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and Affiliates conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services any services for itself. Recipient acknowledges and agrees that neither the Provider nor ROCK-IT or its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatescustomer. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be The services required to perform or to cause by ROCK-IT and to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiariesby PROVIDER, and the cargo to be prepared for shipment by PROVIDER (ii“Cargo”) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02will be on “per engagement” basis, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “ASupon written request by ROCK-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESIT. (c) Each Party shall PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Servicesdocumenting, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expensesphotographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the Provider and the Recipient will mutually seek an alternative that minimizes such additional expensesrequired packaging. The Recipient shall purpose of the photographs will be responsible to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and all agrees that ROCK-IT’s sole obligation with respect to such additional expensesinformation is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) The Provider shall perform CARRIER’s services under this Agreement are designed to meet the needs of BROKER under the specified rates and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itselfconditions set forth herein. Recipient acknowledges and ▇▇▇▇▇▇▇ agrees that neither the Provider nor its Subsidiaries terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or Affiliates regularly provides the Services similar documentation apply to be services provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesunder this Agreement. (b) (i) Neither the Provider nor any of its Subsidiaries CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or Affiliates certain to cause delay shall be required immediately communicated to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESBROKER by CARRIER. (c) CARRIER shall, at its sole cost and expense: i. Furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ii. Pay all expenses related, in any way, with the use and operation of the Equipment; and iii.Maintain the Equipment in good repair, mechanical condition and appearance. (d) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (e) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party. (f) CARRIER shall be solely responsible for its own compliance day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and all Laws applicable information from BROKER or BROKER’s customer with respect to any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its performance drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. No Party CARRIER shall knowingly take any action in violation maintain records of any such applicable Law its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Product Requiring Refrigeration or Heating warrants that results in Liability being imposed on CARRIER will inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the other Partyrecords of each inspection for at least one year. If a change in Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or addition to Law applicable to heating unit and assume full liability for claims and expenses incurred by the Provider BROKER or the Recipient causes the Provider Shipper for its failure to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expensesdo so. The Recipient shall CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be responsible for any and all such additional expensesmade from CARRIER’s records upon request.

Performance of Services. (a) The Provider shall perform and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates.A. Contractor shall: (b) (i) Neither commence the Provider nor any Work within ten (10) calendar days after a written notice to proceed is issued to Contractor by Land Conservancy; (ii) continue the Work at all times with the greatest possible dispatch; and (iii) complete all Work by November 30, 2018, subject to such delays as are permissible under Section 7 of its Subsidiaries or Affiliates this Agreement. The Work shall be completed when finished in accordance with the attached Specifications, Plans and Drawings, Permits and Reports (and any subsequently prepared specifications, plans and drawings, permits and reports approved by Land Conservancy), as amended by any Change Orders. B. Prior to commencement of the Work, Contractor shall submit to Land Conservancy and Land Conservancy shall approve in writing the following: (i) the names of all subcontractors; (ii) the certificates of insurance required in Section 15 herein; and (iii) a construction progress schedule similar in form to perform or the example attached hereto as Exhibit B (the “Construction Progress Schedule”) and incorporated herein by reference. The schedule must identify the following major components of work: 1. ▇▇▇▇▇▇ Road Improvements 2. ▇▇▇▇▇▇ Road Utilities 3. Parking Lot and Entry Improvements 4. Onsite Water, Sewer, and Electrical 5. Restroom Installation and Utility Connections 6. ADA Trail Improvements 7. ADA Bridge 8. Landscaping and Irrigation 9. Erosion Control C. Land Conservancy supplied permits are listed in Exhibit A. The Contractor shall procure all other permits, certificates of inspection and licenses, pay all charges and fees and give all notices necessary and incidental to cause the due and lawful prosecution of the Work. Contractor shall comply with the Project Storm Water Pollution Prevention Plan (SWPPP), and all other municipal, state and county construction requirements. Final inspections and all materials required by the project permits shall be delivered to the Land Conservancy upon completion of the Work in sufficient time for occupation of the Property in accordance with the approved schedule for the Work. D. The manner in which the Services are to be performed any of and the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party specific hours to be worked by Contractor shall be responsible for its own compliance coordinated with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesLand Conservancy.

Performance of Services. (a) The Provider shall perform CARRIER’s services under this Agreement are designed to meet the needs of BROKER under the specified rates and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itselfconditions set forth herein. Recipient acknowledges and CARRIER agrees that neither the Provider nor its Subsidiaries terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, ▇▇▇▇ of lading, or Affiliates regularly provides the Services similar documentation apply to be services provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesunder this Agreement. (b) (i) Neither the Provider nor any of its Subsidiaries CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or Affiliates certain to cause delay shall be required immediately communicated to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESBROKER by CARRIER. (c) CARRIER shall, at its sole cost and expense: i. Furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ii. Pay all expenses related, in any way, with the use and operation of the Equipment; and iii.Maintain the Equipment in good repair, mechanical condition and appearance. (d) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (e) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party. (f) CARRIER shall be solely responsible for its own compliance day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and all Laws applicable information from BROKER or BROKER’s customer with respect to any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its performance drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. No Party CARRIER shall knowingly take any action in violation maintain records of any such applicable Law its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Produce Requiring Refrigeration or Heating warrants that results in Liability being imposed on CARRIER will inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the other Partyrecords of each inspection for at least one year. If a change in Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or addition to Law applicable to heating unit and assume full liability for claims and expenses incurred by the Provider BROKER or the Recipient causes the Provider Shipper for its failure to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expensesdo so. The Recipient shall CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be responsible for any and all such additional expensesmade from CARRIER’s records upon request.

Performance of Services. Carrier agrees to meet Broker’s distinct transit and pricing requirements agreed to by the parties from time to time as confirmed by the Broker’s issuance of a Tender Sheet, Pre-note, Rate Confirmation, ▇▇▇▇ of Lading, Proof of Delivery or other load tender document that Broker may use from time to time (ain each case, a “Tender Document”). Additional service requirements of Carrier are as follows: o Carrier shall transport Broker’s shipments without delay. Carrier shall immediately notify Broker of any likelihood of delay. Carrier shall transport all freight tendered by Broker only on equipment operated under Carrier’s authority. o Carrier shall comply with all of Broker’s reasonable shipping instructions communicated to Carrier, and to comply with all applicable provisions of any provincial, federal, state and/or local law or ordinance and all lawful orders, rules and regulations issued thereunder. o Carrier shall obtain from the consignee a complete, signed delivery receipt for each shipment, and it shall notify Broker immediately of any exception on any document. Carrier shall send Broker delivery receipts and bills of lading within twenty-four (24) The Provider shall perform and cause its Subsidiaries and Affiliates hours of delivery, as Broker directs. o If Broker requests Carrier to perform all Services transport any shipment required to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties placarded under DOT rules as part of its business, and, except as specifically stated elsewhere hereina hazardous material, the Provider does not otherwise warrant or assume additional provisions in Appendix A, including additional insurance requirements, shall apply for each such shipment. o Documents for each of Broker’s shipments shall name Broker as “broker” and Carrier as “carrier”. If there is a wrongly worded document, the parties will treat it as if it showed Broker as “broker” and Carrier as “carrier”. If there is a conflict between this Agreement and any responsibility transportation document related to Broker’s shipment, this Agreement shall govern. o Carrier is responsible for ensuring that all freight is properly blocked and braced for transportation to allow for the performance safe and damage-free delivery of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required goods and to perform or avoid damage to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTSproperty. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party o Carrier shall be responsible for its own ensuring compliance with any all customs and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law security laws that results in Liability being imposed on the other Party. If a change in or addition to Law are applicable to the Provider transportation services either domestically in the United States, Canada or Mexico if within the Recipient causes scope of the Provider Tender Document or for import or export to change or from the Services provided United States, Canada or incur additional expenses Mexico. o Carrier is responsible to determine that the goods being shipped are in providing apparent good order and condition, to the extent that such Servicesis ascertainable through a visual examination of the exterior of the goods shipped, before loading and, in the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expensesevent that they are not, and the Provider and the Recipient Carrier will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible contact Broker for any and all such additional expensesfurther instructions.

Performance of Services. UA agrees: (a) The Provider shall perform and cause its Subsidiaries and Affiliates to perform all the Services to be provided by the Provider (i) in good faith a competent and with due care reasonable manner consistent with the care that it exercises professional standards generally applicable to such Services; (ii) in performing such strict accordance with the terms and conditions of this Agreement and the Service Agreement Obligations (including all applicable flow-downs from the Medicare Regulations) and (iii) in full compliance with all applicable federal, state, and local laws, rules, regulations, ordinances and regulatory guides (collectively, the “Legal Requirements”); (b) to provide appropriate oversight and supervision of UA employees, interns and any subcontractors who perform Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, (“Service Personnel”) and, except as specifically stated elsewhere hereinif they conflict with the UA Staff Personnel Policy Manual, UA Handbook for Appointed Personnel, UA Alcohol and Policy Regulations and or other policies applicable to Service Personnel, comply with requirements of the Provider does Service Agreements with respect to the hiring, evaluation and performance of Service Personnel; (c) not otherwise warrant to subcontract or assume delegate its obligation to perform any responsibility portion of the Services hereunder without the Company’s prior written consent in each instance. Each approved subcontractor shall be subject to, and UA shall ensure that each approved subcontractor complies with, all the terms applicable to UA under this Agreement, provided that UA shall be responsible and retain liability for the performance of all obligations of UA under this Agreement and any breach thereof by any subcontractor; (d) to ensure that the Services will be performed using staff that are fully qualified and trained and, to the extent required by itlaw or the Service Agreements, its Subsidiaries or Affiliates.licensed and are able to complete the Services in a professional and lawful manner in accordance with all Legal Requirements; (be) to allocate sufficient numbers of employees and work hours to perform the Services and to use its reasonable efforts to ensure that all Services are performed in strict compliance with this Agreement, the Service Agreements and all Legal Requirements. UA shall operate the MMC and perform all Services during all hours required under the Service Agreements; (f) to meet with the Company from time to time to consider personnel deployment and whether staffing levels and hours of operation are sufficient in order to meet the requirements of the Service Agreements; (g) to assist the Company in developing protocols and procedures (i) Neither for dealing with complaints from Members (as defined in Exhibit B), healthcare personnel and caregivers concerning the Provider nor any quality of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, service being provided by UA and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02designed to ensure and evaluate the quality of clinical and technical performance; and (h) to enable the Company to utilize external monitoring of interactions between Service Personnel and Members, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIScaregivers and Providers, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESso long as prior notice has been given to and authorized by UA. (ci) Each Party shall be responsible to provide support for its own compliance with any CMS Part C and Part D data validation audits to ensure that all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on clients receiving services from University during the other Party. If a change in or addition to Law applicable to 2013 program year pass the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenses2014 data validation audits.

Performance of Services. (a) ‌ The Provider Contractor is responsible for fully meeting all obligations set forth in this Contract and for providing Service according to the terms and conditions of this Contract and any Authorized User Agreement. Contractor may utilize a company who has an ownership relationship with Contractor such as a parent company, subsidiary, predecessor entity, or other similarly related entity to provide Services according to the terms and conditions of this Contract and any Authorized User Agreement. The Contractor shall perform not be relieved of any responsibility under the Contract by any related company. Contractor may permit related companies to communicate with Authorized Users. Contractor must directly receive all orders and cause payments from Authorized Users. Contractor must directly send all invoices to Authorized Users. Contractors must not authorize related companies to accept orders, send invoices, or receive payment from Authorized Users, or do any combination of the three. The Contractor shall be solely responsible to the State and Authorized User for the acts or defaults of its Subsidiaries related company and Affiliates of such related company’s officers, agents, and employees, each of whom shall for this purpose, be deemed to perform all be the agent or employee of the Contractor. Any Services provided or furnished by a related company shall be deemed for purposes of the Contract to be provided or furnished by the Provider in good faith Contractor. The Contractor shall inform each related company fully and with due care consistent completely of all provisions and requirements of the Contract. Contractor agrees that every such related company shall expressly stipulate that all labor performed pursuant thereto shall strictly comply with the care requirements of the Contract and that it exercises in performing such Services for itselfno related company shall impair the rights of the State or Authorized User or create any contractual relationship between the related company and the State or Authorized User. Recipient acknowledges 6.13 CONTRACTOR STAFF‌ Maintenance staff who service the Contractor’s Network services shall possess the necessary qualifications, training, licenses, and agrees that neither permits as may be required within the Provider nor its Subsidiaries or Affiliates regularly provides jurisdiction where the Services specified are to be provided hereunder or performed, and shall be legally entitled to Third Parties as part of its businesswork in such jurisdiction. All Business Entities that perform Services under this Contract shall, andin performing the Services, except as specifically stated elsewhere hereincomply with all applicable Federal, State, and local laws concerning employment in the Provider does not otherwise warrant or assume any responsibility for the performance United States, like Section 6-109 of the Services by itNew York City Administrative Code and other local laws that establish a living wage, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any Articles 8 and 9 of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable New York State Labor Law that results in Liability being imposed on the other Party. If establish a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesprevailing wage rate.

Performance of Services. PBCI warrants and agrees: (a) The Provider shall That it will render the services and perform its responsibilities under this Agreement in accordance with high professional standards and cause its Subsidiaries and Affiliates will make all reasonable efforts to use high levels of expertise; that the personnel assigned to perform services under this Agreement shall have the appropriate skills and expertise to efficiently perform such services; and that in carrying out its responsibilities under this Agreement, PBCI agrees to assure that its actions and performance of services are and shall be conducted in compliance with all Services applicable laws, rules and regulations, including but not limited to be provided by the Provider federal and state securities laws; and PBCI shall disclose to any and all parties with whom it deals in good faith accordance with its services on behalf of FPPC any and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part all of its businessinterest in FPPC, andwhether direct, except as specifically stated elsewhere hereinindirect, the Provider does not otherwise warrant beneficial, contingent or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates.otherwise; (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates FPPC shall be required to perform or to cause to be performed any of the Services have no responsibility for the benefit acts and conduct of PBCI hereunder, whether filing of reports, forms or disclosures, and PBCI hereby shall defend, indemnify and hold FPPC (which term for this Section 4(b) includes FPPC's officers, directors, agents, shareholders, attorneys and representatives) harmless for and against any Third Party and all liabilities, actions, claims, suits, proceedings, demands, investigations, including costs, expenses and counsel fees, incident to the performance of services by PBCI hereunder or due to any other Person other than the Recipient failure of disclosure by PBCI to third parties as to its interest in FPPC or as to information concerning FPPC or its Subsidiariesfailure to comply with all applicable federal and state securities laws, exchanges' and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.commissions' rules and regulations; provided such indemnity shall not apply to the extent any such liability arises from or is substantially attributable to a negligent act or material omission by FPPC; (c) Each Party That it shall not release any financial or other material information or data about FPPC without first providing same to FPPC; (d) That it shall not conduct meetings with financial analysts, merger, acquisition, joint venture, investment opportunities or other business combination candidates, and potential and existing customers without informing FPPC in advance of the proposed meeting with the format or agenda of such meeting and with complete copies of all reports and communications to be responsible made available at any such meeting to be provided prior thereto to FPPC; (e) That it shall not release any information or data about FPPC to any person selected or limited group of people or other entity, in the event PBCI is or should have been aware that such information is material and has not otherwise been generally released; (f) That it shall restrict or cease, as directed by FPPC, all public relations efforts, including all dissemination of information regarding FPPC immediately upon receipt of instructions to that affect from FPPC; and after notice by FPPC of a filing for a proposed public offering of its own compliance with securities and during any period of restriction on publicity, PBCI shall not engage in any public relations efforts not in the normal course without written approval of securities counsel for FPPC and all Laws applicable to its performance under this Agreement. No Party counsel for underwriters, if any; (g) PBCI shall knowingly not take any action which would in any way adversely affect the reputation, standing or prospects of FPPC or would cause FPPC to be in violation of applicable law; (h) That it shall promptly supply FPPC prior to their use or dissemination with complete copies of all stockholder reports and communications; with all data and information to be supplied to any such applicable Law that results financial analyst, broker-dealer, market maker, or other member of the financial community and with all brochures or other materials relating to FPPC, its operations, management, product, services, finances, proposals, properties, etc. PBCI shall inform FPPC in Liability being imposed on the other Party. If a change advance in or addition to Law applicable writing as to the Provider persons or institutions to whom release of any of the Recipient causes the Provider foregoing information or communications are to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesmade.

Performance of Services. (a) 3.1 The Provider Conservancy shall perform carry out the Scope of Work and cause its Subsidiaries the Greenway Enhancements in accordance with the “Greenway Parks Maintenance Standards and Affiliates to perform all Services to be provided Practices” adopted in 2009 or as subsequently amended by the Provider Board of Directors of the Conservancy (the “Greenway Standards”), a copy of which is attached as Exhibit B. 3.2 The BID Corp reserves the right to propose to the Conservancy, from time to time, Greenway Enhancements, and the Conservancy shall otherwise develop and propose for the BID Corp’s consideration Greenway Enhancements, but in good faith all cases, the BID Corp and the Conservancy shall reasonably cooperate and collaborate with due care each other to consider the other Party’s proposal and to identify the Greenway Enhancements, which shall in all events be consistent with the care that it exercises in performing such Services for itselfGreenway Lease and benefit or improve the public realm. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries The Conservancy shall not perform (or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed performed) any Greenway Enhancement without the prior written approval of the Services for the benefit of any Third Party or any other Person other than the Recipient or BID Corp made in its Subsidiariessole and absolute discretion. 3.3 The Conservancy shall provide, supervise, manage, and administer all services and work contemplated by this Agreement, including, without limitation, those set forth in the Scope of Work (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02collectively, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN the “ASWork”, which term shall include all labor, materials, equipment, communication, coordination, training, supervision, and management required by this Agreement). The Conservancy shall perform the Work required by this Agreement in a diligent, efficient, and first-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance class manner consistent with any the purposes and all Laws applicable to its performance under intentions of this Agreement. No Party The Conservancy shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on be solely responsible for, and have control over means, methods, techniques, sequences and procedures, and for the other Party. If a change in or addition to Law applicable to directing the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Servicesperformance of, and coordinating all aspects of, the Provider shall use commercially reasonable efforts Work, subject, however, to promptly advise any rights of the Recipient of BID Corp to review and/or inspect such additional expensesWork. 3.4 All Work to be performed by contractors, subcontractors, service providers, vendors, workmen, laborers, and mechanics (collectively, the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient “Greenway Workforce”) shall be responsible for any and all performed so as to not disturb labor harmony, or not create labor disharmony, with the workforce or trades engaged by participating property owners of the Greenway BID. To the extent the BID Corp notifies the Conservancy that one or more of the Greenway Workforce presents a potential threat to labor harmony with the workforce or trades engaged by participating property owners of the Greenway BID, the Conservancy shall reasonably cooperate with the BID Corp in an attempt to resolve such additional expensespotential threat.

Performance of Services. (a) The Provider 8.1 In performing the Services the Receivables Trustee Corporate Services Provider: 8.1.1 shall perform at all times act in accordance with all reasonable and cause its Subsidiaries proper directions, orders and Affiliates to perform all Services to be provided instructions given by the Provider in good faith and with due care consistent with Directors; 8.1.2 shall not do or omit to do anything which would constitute a breach by it or the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part Receivables Trustee of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any provision of the Services for the benefit of any Third Party or any other Person other than the Recipient or its SubsidiariesArticles, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02any Regulatory Direction or Requirement of Law to which the Receivables Trustee may be subject or (iii) any agreement or instrument binding upon the Receivables Trustee; 8.1.3 may rely upon the terms of any notice, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.communication or other document believed by it to be genuine; and 8.1.4 may engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers reasonably necessary (c) Each Party though engaging such persons shall be responsible for its own compliance with not relieve the Receivables Trustee Corporate Services Provider from any and all Laws applicable to its performance duties or obligations under this Agreement. No Party ) and may rely upon any advice so obtained and the Receivables Trustee Corporate Services Provider shall knowingly take be protected and shall incur no liability in respect of any action taken, or omitted to be taken, in violation accordance with such advice and the costs of any such applicable Law that results in Liability being imposed on the other Party. If a change in advice or addition to Law applicable services shall be reimbursed to the Receivables Trustee Corporate Services Provider or the Recipient causes the Provider in accordance with Clause 12 (Remuneration, Costs and Expenses). 8.2 Subject to change the Services provided or incur additional expenses in providing such Servicesany Requirement of Law, if required, the Receivables Trustee Corporate Services Provider may hold funds for and on behalf of the Receivables Trustee with a regulated financial institution and may manage such funds, provided that: 8.2.1 such funds shall be maintained in segregated ledgers in the name of the Receivables Trustee, as applicable; 8.2.2 any fees payable on such account shall be paid by the Receivables Trustee Corporate Services Provider; 8.2.3 the Receivables Trustee Corporate Services Provider shall use commercially reasonable efforts not be obliged to promptly advise account to the Recipient Receivables Trustee, for any interest accrued on moneys accredited to the ledger in the name of such additional expenses, and the Receivables Trustee; and 8.2.4 the Receivables Trustee Corporate Services Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall not be responsible for any and all such additional expensesloss of funds held in accordance with this Clause 8.2.

Performance of Services. (a) The Provider shall perform and cause its Subsidiaries and Affiliates Independent Contractor agrees to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility services for the performance of Company as set forth in Attachment A (the Services by it“Services”), its Subsidiaries or Affiliatespursuant to the terms and conditions set forth in this Agreement. (b) (i) Neither Independent Contractor agrees and represents that Independent Contractor possesses the Provider nor any of its Subsidiaries or Affiliates shall be required requisite tools and equipment necessary to perform the Services. To the extent, however, that the Independent Contractor performs the Services at the Company’s offices or to cause the extent such Services require access to be performed any of certain Company systems, the Services for Company may, subject to security and other Company policy requirements, agree to provide the benefit of any Third Party or any other Person other than the Recipient or its SubsidiariesIndependent Contractor with necessary access to such systems, including e-mail, telephone and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESvoice mail systems. (c) Each Party Independent Contractor will determine the method, details, and means of performing the Services, subject to the specifications and limitations of the Company. The Company shall have no right to, and shall not, control the manner or determine the method of accomplishing the Independent Contractor’s services, but the Company retains the right to control the overall objectives regarding the duties and/or work to be responsible performed by the Independent Contractor. (d) Independent Contractor may, at the Independent Contractor’s own expense, employ such assistants or employees as the Independent Contractor deems necessary to perform the Services. The Company shall not control, direct or supervise the Independent Contractor’s assistants or employees in the performance of their services. The Independent Contractor assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and employees and for any state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholdings. Independent Contractor agrees to defend, indemnify and save harmless the Company, its own compliance with successors and assigns, from any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in claims or addition to Law applicable demands, including but not limited to the Provider costs, expenses and reasonable attorneys' fees incurred on account thereof, that may be made by Independent Contractor's assistants and employees, including under workers' compensation or the Recipient causes the Provider to change similar acts. (e) Independent Contractor shall perform the Services at any place or location and at such times as the Independent Contractor shall determine, subject to specific requirements for the Services that may be provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesIndependent Contractor.

Performance of Services. (a) The Provider CARRIER shall perform be solely responsible for controlling the method, manner and cause means of accomplishing CARRIER’s services. CARRIER or its Subsidiaries employees, agents, representatives, contractors, and Affiliates to perform all Services to be subcontractors (collectively “Carrier Personnel”) are responsible for determining the appropriate route for transportation. Any route directions provided by the Provider in good faith BROKER to CARRIER are provided as a convenience only and CARRIER shall have no obligation to follow such routing directions. So as to allow BROKER to comply with due care consistent with the care that it exercises in performing such Services Sender requests regarding shipment status, CARRIER shall provide contact information for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services any Carrier Personnel transporting cargo pursuant to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesthis Agreement. (b) (i) Neither CARRIER’s services under this Agreement are designed to meet the Provider nor needs of BROKER under the specified rates and conditions referenced herein. ▇▇▇▇▇▇▇ agrees that the terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of its Subsidiaries CARRIER’s tariff, terms and conditions, service guide, bill of lading, or Affiliates shall be required similar documentation apply to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESprovided under this Agreement. (c) Each Party CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be responsible immediately communicated to BROKER by CARRIER. This Agreement does not grant CARRIER an exclusive right to perform any transportation related services for its own compliance BROKER or any Sender or other entity that has retained BROKER. (d) Any equipment used by CARRIER to transport cargo pursuant to this Agreement shall be used exclusively for such purpose while loaded with any Sender cargo, and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation no event will property of any other party be loaded on such applicable Law that results equipment unless BROKER expressly consents thereto in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenseswriting.

Performance of Services. (a) The Provider Pursuant to the terms and subject to the conditions set forth herein, for each service listed on Schedule I (each, a “Service” and collectively, the “Services”), DMC shall perform provide, and the Majority Owner shall cause its Subsidiaries and Affiliates to perform all Services DMC to be provided, to ▇▇▇▇ such Service during the Service Period (as such term is defined below). Notwithstanding the contents of Schedule I, the DMC Parties agree to reasonably promptly respond to, and consider in good faith, any reasonable request by ▇▇▇▇ for access to any additional services that are necessary for ▇▇▇▇ to operate the Business which are not currently contemplated in Schedule I and which DMC has the reasonable ability and assets to provide at such time, at a price to be agreed upon after good faith negotiations between the Parties (but which price shall at a minimum equal the cost to DMC to provide such requested additional services). Any such additional services so provided by DMC shall constitute Services under this Agreement and be subject in all respects to the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part provisions of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesthis Agreement. (b) (i) Neither DMC shall, and the Provider nor any Majority Owner shall cause DMC to, perform the Services in good faith exercising a reasonable degree of care. Subject to the other provisions of this Agreement, the Parties will reasonably cooperate with each other in all matters relating to the provision and receipt of the Services. ▇▇▇▇ shall provide reasonable access during normal business hours to its Subsidiaries and its Affiliates’ facilities, systems and equipment as necessary or Affiliates shall be required to perform or to cause to be performed any appropriate in connection with DMC’s provision of the Services for in accordance with the benefit provisions of any Third Party or any other Person other than the Recipient or its Subsidiariesthis Agreement, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESsubject to ▇▇▇▇’▇ physical security procedures. (c) Each Party Notwithstanding anything herein to the contrary, if any of the DMC Parties receives a notice or communication from any Payor, any Governmental Authority or any Governmental Health Care Program that the provision of any Service, any other action to be performed by the DMC Parties pursuant to this Agreement or any other arrangement pursuant to this Agreement (including the management arrangement pursuant to Article II) is prohibited by or in breach or contravention of any Law or Contract, the DMC Parties shall not be required to provide such Service, take such other action or participate in any such arrangement pursuant to this Agreement, as applicable, and may immediately cease providing such Service, in each case until such time as any such issue with any Payor, any Governmental Authority or any Governmental Health Care Program, as applicable, has been resolved; provided that in such case no additional Fees shall be responsible payable for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable Service with respect to the Provider period during which such Service has been suspended (unless to the extent the DMC Parties are unable to terminate or suspend the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient provision of such additional expensesServices without incurring any cost, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesexpense or other Liability).

Performance of Services. (a) The Provider ▇▇▇▇▇▇▇ agrees to safely perform the transportation and related services set forth in this Agreement and each Transportation Schedule without delay caused by anything in Carrier’s control, and Carrier shall perform and immediately communicate all occurrences, which would be probable or certain to cause its Subsidiaries and Affiliates delay, to perform all Services Broker. Carrier warrants that under no circumstances will they broker, interline, assign, or sub-lease shipments moved under this agreement to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges another party and agrees that neither the Provider nor all shipments shall be transported in equipment operated by it under its Subsidiaries authority, dominion and control. Should Carrier employ an subcontractor or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility other person for the performance of all or any portion of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be services required to perform or to cause hereunder to be performed any by Carrier, with or without the express written consent of Broker, and whether or not such subcontractor is designated an owner-operator, a connecting carrier, and agent, an independent contractor or otherwise, Carrier shall be and remain liable to Broker pursuant to the terms, conditions and provisions of the Services Agreement including, without limitation, liability for the benefit loss, damage or delay of any Third Party or any other Person other than shipment in accordance with the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under provisions of this Agreement, whether such loss, damaged or delay occurred while such shipment was in the possession of Carrier or such subcontractor or other person. No Party Carrier shall knowingly take pay any action in violation transportation charges of any such applicable Law subcontractor or other person and will indemnify and shall defend Broker from and against any claims made by any such subcontractor or other person in connection with its provision of such service. It is Carriers responsibility to determine that results the goods being shipped are in Liability being imposed apparent good order and condition, to the extent that such is ascertainable through a visual examination of the exterior of the goods shipped, before loading and, in the event that they are not, Carrier will contact Broker for further instructions. ▇▇▇▇▇▇▇ is responsible for ensuring that all freight is counted and properly blocked and braced for transportation unless tendered to Carrier in a preloaded, sealed trailer, and ▇▇▇▇▇▇▇ is instructed not to break the seal(s) on the other Partytrailer. If ▇▇▇▇▇▇▇ is responsible to maintain a change continuous seal record and have the seal verified at delivery and such notation shall be noted on the bills of lading. ▇▇▇▇▇▇▇ is responsible to verify the count and condition at delivery and to notify Broker of any discrepancies in the count and/or condition promptly. ▇▇▇▇▇▇▇’s responsibility for verifying counts at loading and/or unloading under this paragraph shall remain even at customer facilities that provide loading and unloading (lumper) services. Carrier shall be solely responsible for the cargo shipped from the time Shipper releases it to Carrier until it is delivered and received by Consignee. Carrier shall be liable for any loss, damage, delay, claim or addition theft of the cargo. ▇▇▇▇▇▇▇ also assumes the liability of a motor carrier as provided in Title 49 of the United States Code and the US Code of Federal Regulations Carrier agrees to Law applicable to the Provider comply with specific instructions from Shipper or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient Consignee by way of such additional expensesBroker, and shall provide, when requested, protective services, multiple stops, direct dispatch, drop shipments, inside deliveries, spotting trailers, and expedited shipments. Carrier, at its sole cost and expense, shall employ for its services hereunder only competent and legally licensed personnel. Carrier shall not cause or permit any shipment tendered there under to be transported by any other motor carrier or in substituted services by railroad or other modes of transportation without the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesprior written consent of Broker.

Performance of Services. 1.1 CMF shall provide Client with financial, operational, recruiting consulting and/or information technology services (acollectively, the "Services") The Provider and written documentation and other work product ("Work Product") during the Term of its engagement as further described in Engagement Letters and Exhibit A attached hereto (which Exhibit A may be amended from time to time) and which shall perform set forth a description of the Services and cause its Subsidiaries Work Product to be provided, including the provision of service objective, deliverable(s), time for the project commencement, project management activities, status communication and Affiliates to perform all completion (the Services and Work Product to be provided by under each project, a "Project"). In the Provider in good faith event of a specific conflict between Exhibit A and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges a provision of this Agreement, Exhibit A shall control. 1.2 CMF shall provide employees, contractors and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides approved subcontractors (collectively, "CMF Personnel") who shall be qualified to perform the Services and deliver Work Product pursuant to the standards set forth in this Agreement. Should the performance of any CMF Personnel assigned to any Project not meet the standards of performance in this Agreement, upon the mutual agreement of Client and CMF, CMF shall replace that person as soon as reasonably practical. All work performed by CMF's Personnel shall be provided hereunder in accordance with applicable industry standards and any specifications pertinent to Third Parties as the Services and this Agreement. 1.3 CMF may utilize contractors or subcontractors to perform any part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesobligations under this Agreement. (b) 1.4 CMF will appoint a Director, Managing Director or other responsible party for each Project whose duties shall include, without limitation (i) Neither the Provider nor any management of its Subsidiaries or Affiliates shall be required to perform or to cause all Services and Work Product to be performed any of delivered under the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, this Agreement and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02acting as a liaison between Client and CMF. While performing Services at the Client's facilities, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASISCMF’s Personnel shall abide by all of Client's written safety, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICESsecurity and office rules and procedures which have been delivered to CMF. For Services being performed at the Client's facilities, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIESthe Client shall provide CMF’s Personnel with necessary access during normal business hours to its facilities and appropriate office space, EXPRESS OR IMPLIEDcomputers, EITHER IN FACT OR BY OPERATION OF LAWphones, BY STATUTE OR OTHERWISEprinting, WITH RESPECT TO THE SERVICES AND PRODUCTSfaxing, copying and similar office services. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIESIf required by the Project, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party Client shall be responsible for providing, at its cost, a satisfactory communications link between its facilities and the applicable CMF facility. Client shall provide CMF’s Personnel with access and necessary login identifications for its mainframe environment and local area network, as applicable. 1.5 Client shall provide its own compliance personnel and third party contractors to work with any CMF’s Personnel, as required, and all Laws applicable to its performance under otherwise shall provide necessary information, management, and cooperation so that the Client's goals and requirements can be achieved and the Project can otherwise be completed successfully and in accordance with this Agreement. No Party shall knowingly take any action in violation of any such applicable Law Client acknowledges that results in Liability being imposed insufficiency on the other Party. If a change in or addition to Law applicable its part with respect to the Provider provision of adequate personnel, third party contractors, information, management, cooperation or other reasonable requests may impact the Recipient causes the Provider to change the Services provided or incur additional expenses timing and fees contained in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesthis Agreement.

Performance of Services. (a) The Provider GenStar shall perform and cause its Subsidiaries and Affiliates not be obligated to hire new or additional employees to perform the Services. In addition, GenStar may contract with one or more third parties for the performance of any part or all Services of the Services, provided that (i) Vascular Genetics gives its prior written approval of such delegation to such third party, (ii) the level of service provided by the third party is at least substantially equivalent to that to be provided by GenStar hereunder, and (iii) such third party enters into a non-disclosure agreement acceptable to Vascular Genetics prior to the Provider in good faith and with due care consistent with the care that it exercises in performing commencement of any such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesperformance. (b) In the event that additional assets (i“Additional Assets”) Neither the Provider nor any of its Subsidiaries or Affiliates shall must be required acquired in order to perform or the Services, the acquisition of such Additional Assets is subject to cause to be performed any the mutual agreement of both GenStar and Vascular Genetics. Without limiting the generality of the Services foregoing, Vascular Genetics must give its prior written approval to any and all costs and expenses incurred by GenStar associated with the acquisition, set up and validation of Additional Assets (such costs and expenses hereinafter referred to as “Incurred Asset Expenses”), Vascular Genetics agrees to reimburse GenStar in full for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESsuch Incurred Asset Expenses. (c) Each of GenStar and Vascular Genetics agrees to provide to the other Party shall be responsible for its own compliance with on a timely basis any and all Laws applicable information reasonably necessary for GenStar to provide the Services as set forth herein. Neither Party shall have any right to obtain any confidential or proprietary information of the other Party as the result of the Services provided hereunder. However, in the event that confidential or proprietary information of a Party is obtained by the other Party, such information so obtained shall be treated in accordance with Section 8. (d) During the term of this Agreement, Vascular Genetics and its performance under representatives shall have the right, upon reasonable notice to GenStar, to make such visits to GenStar’s facilities where the Services are being performed during normal business hours for the purpose of assessing compliance with this Agreement. No Party Vascular Genetics’ rights shall knowingly take include the option to place a representative on-site (man-in-plant), at its expense, during manufacturing and testing of materials to observe and audit all operations performed by GenStar. Vascular Genetics and its representatives also shall have the right to inspect and reference all relevant documents, files, and records for the purpose of assessing compliance with this Agreement and any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Serviceshereunder. Without limiting the foregoing, the Provider shall use commercially reasonable efforts to promptly advise the Recipient any representative(s) of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient Vascular Genetics located on-site at GenStar’s facilities shall be responsible at Vascular Genetics’ expense and such representative(s) shall be subject to GenStar’s standard rules and procedures for any and all visitors at such additional expensesfacilities.

Performance of Services. (a) The Provider Section 2.1 AUDITOR shall perform all services and cause its Subsidiaries duties pursuant to this Agreement in a professional and Affiliates timely manner, at the direction of the Controller, or his/her designee. All directives, instructions, or other communications from MNWD to perform all Services AUDITOR shall be through only the Controller, or his/her designee. Section 2.2 AUDITOR agrees shall promptly notify MNWD of any anticipated delays or causes or casualties beyond AUDITOR'S control which may affect the work schedule. In the event the time for completing the Scope of Work is projected to be provided by exceeded due to circumstances beyond the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services control of AUDITOR, AUDITOR shall have an additional amount of time to be provided hereunder agreed upon in writing between the parties pursuant to Third Parties as part Section 1.1 and an executed addendum, in which to complete the work. AUDITOR shall not begin work on any services pursuant to this Agreement until receipt of its businessMNWD'S written direction to proceed. Upon receipt of such notice, andAUDITOR shall immediately commence the services described in Exhibit A. Section 2.3 AUDITOR shall provide all personnel necessary to properly perform the services and duties required under this Agreement, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for and shall at all times direct such personnel in the performance of such services and duties. Auditor’s Controller shall serve as the Services by it, its Subsidiaries or Affiliatesprincipal liaison between MNWD and AUDITOR. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates Section 2.4 AUDITOR shall be required to perform or to cause to be performed not subcontract any of the Services for without the benefit prior written consent of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESMNWD. (c) Each Party Section 2.5 MNWD shall be responsible provide or make available to AUDITOR at no cost, all information, data, records, maps, reports, plans, equipment, or other material in its possession and other information reasonably required by AUDITOR for its own compliance with any carrying out the services and all Laws applicable to its performance duties contemplated under this Agreement. Section 2.6 AUDITOR will furnish to MNWD the agreed upon audit reports, opinions and supporting documents. No Party These instruments of service are furnished for MNWD’s use in connection with the project or work provided for in this Agreement and shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Partybecome MNWD’s property upon receipt. If a change in All documents and information generated by AUDITOR pursuant to this Agreement shall remain confidential and shall not be copied, distributed, or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services otherwise provided or incur additional expenses in providing such Servicesreferenced by AUDITOR to any third parties other than with MNWD’s written consent, the Provider shall use commercially reasonable efforts to promptly advise the Recipient or as compelled by order of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensescourt.

Performance of Services. (a) The Provider Catapult shall engage the Supplier for the Term and the Supplier shall perform the Services and cause if a Key Person is named in the Schedules shall provide such Key Person to provide the Services. The Supplier undertakes to the Catapult to procure, to the best of its Subsidiaries ability, the performance and Affiliates observance by the Key Person, if such is named in Schedule 1, of all obligations under this Agreement and hereby acknowledges that any breach by the Key Person, if such is named in the Schedule 1, of any such obligations shall constitute a breach by the Supplier for which the Supplier shall be liable. The Supplier shall dedicate such time and resources as necessary to meet any deadlines with such due care, skill, attention and abilities as necessary to ensure the proper provision of the Services. The Supplier agrees that time shall be of the essence to deliver the services by the agreed timescales.. In the case of illness or accident, the Supplier shall notify the Catapult immediately and shall provide such evidence as to the illness or accident as the Catapult shall reasonably require. The Supplier shall provide a Substitute, in accordance with Clause 4.7, to complete the work. For the avoidance of doubt, the Supplier will not be entitled to receive the Fees if the Supplier is unable to perform all the Services due to illness or accident. If, in the reasonable opinion of the Catapult, any employee of the Supplier is failing to perform the Services in accordance with this Agreement, then, without prejudice to the other rights conferred within this Agreement, the Catapult may request such employee be replaced with another suitably skilled employee of the Supplier and the Supplier will use reasonable endeavours to make such replacement within 5 days of written notice being received from the Catapult. The Supplier may, with the prior written agreement of the Catapult appoint a suitably qualified and skilled Substitute to perform the Services, provided that the Substitute may, at the Catapult’s discretion, be required to enter into direct undertakings with the Catapult, on terms no less onerous than this Agreement. If the Catapult accepts the Substitute, the Supplier shall continue to invoice the Catapult in accordance with clause 3.2 for time spent by the Provider Substitute and shall be responsible for the remuneration of the Substitute. The Supplier shall perform the Services from such location and shall undertake such travel in good faith the UK as is reasonably necessary for the proper performance of the Services. Subject to the Supplier being able to satisfy the Catapult in relation to security and associated concerns, the Supplier shall be required to provide any office equipment (including computing, telephone and other office equipment and facilities) required for the provision of the Services. The Supplier shall supply the Services in a good, efficient and proper manner using reasonable skill and care with due care consistent any Results being of satisfactory quality. While the Supplier’s method of work is its own, the Supplier shall comply with the care that it exercises reasonable requests of the Catapult, with the Catapult’s policies and procedures, as from time-to-time in performing such Services for itselfforce and shall use its reasonable endeavours to promote the interests of the Catapult. Recipient acknowledges The Supplier shall maintain adequate and agrees that neither suitable insurance cover (to the Provider nor its Subsidiaries or Affiliates regularly provides reasonable satisfaction of the Catapult) and, in any event, to a minimum of £500,000 in respect of the Services to be provided hereunder pursuant to Third Parties this Agreement and shall provide, promptly upon request, such evidence as part the Catapult may reasonably request in this regard. The Supplier undertakes with the Catapult: to perform such duties and exercise such powers as the Catapult assigns to and vests in the Supplier with all reasonable skill and care as can be expected of its businessa skilled professional providing similar services; to comply with all reasonable requests given by the Catapult to deliver the Services; and not to do anything which is harmful to the Catapult. The Supplier shall, andif so reasonably required, except perform the Services, or some of them, jointly with one or more other persons, as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for Catapult from time to time directs. The Supplier shall immediately communicate the performance Results to the Catapult. The Results and all rights in them shall be and remain the property of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expensesCatapult. The Recipient shall be responsible for Supplier shall, without further remuneration, but at the Catapult’s expense, execute all documents and do all acts and things which the Catapult, at any and all such additional expensestime during or after the termination of this Agreement requires in order to vest the Results in the Catapult or as the Catapult directs.

Performance of Services. (a) The Provider PEAK6 shall perform render the Services in a timely and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care professional manner reasonably consistent with the care that it exercises in performing such Services for itselfindustry standards. Recipient acknowledges PEAK6 shall provide and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services devote to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services under this Agreement such employees, agents and partners of PEAK6 as PEAK6 deems appropriate or necessary in order to furnish the Services to the Company in accordance with this Agreement. In performing the Services, PEAK6 agrees to provide its personnel and their computer and related equipment at its own expense and the Company would be responsible for payment of other costs and/or expenses of acquisition, implementation, negotiation, vendor retention, media buy and oversight and management with respect to other services that may be recommended by itPEAK6. The Company shall make its facilities and equipment available to PEAK6 as reasonably necessary in connection with the Services. PEAK6 may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent (upon the approval of a majority of the members of the Board), its Subsidiaries which may not be unreasonably withheld, conditioned or Affiliates. delayed; provided, further, that in the event personnel of PEAK6 are terminated that were providing Services hereunder, PEAK6 may subcontract the Services such individual had been providing until PEAK6 hires a replacement (band PEAK6 shall be responsible for the performance of such Services by such subcontractor under this Agreement to the same extent that PEAK6 would have been responsible for the performance of such Services under this Agreement had PEAK6 performed such Services itself); provided, further, that it is acknowledged that PEAK6 may recommend the hiring by the Company, at the Company’s expense, of subcontractors, rather than employees, to fill positions at the Company and the retention of such subcontractors would not be deemed the use of a subcontractor by PEAK6 hereunder. Any individual hired by the Company as an employee or contractor at the recommendation of PEAK6 (including the Chief Executive Officer or Chief Technology Offer, as referenced below in Section 2) shall enter into the Company’s standard proprietary information and invention assignment agreement for employees and contractors. For any work performed on the Company’s premises, PEAK6 shall comply with all reasonable and generally applicable security, confidentiality, safety and health policies of the Company. PEAK6 agrees that in performing the Services, in the absence of approval from the Board (through budget approval or otherwise), it may not cause the Company to incur expenses or obligations that would cause the Company to have less than $5,000,000 of cash or cash equivalents on hand (the “Expenditures Limit”); provided, however, that (i) Neither the Provider nor Expenditures Limit shall not be reduced by any amount paid in cash by the Company to the former equity holders of its Subsidiaries or Affiliates shall be required Smooch Labs Inc. (“Smooch”) for earnout payment pursuant to perform or to cause to be performed any the terms of that certain Agreement and Plan of Merger by the Services for Company, Smooch and the benefit former equity of any Third Party or any other Person other than the Recipient or its Subsidiaries, Smooch; and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02this sentence shall not in any way limit or impair the payment of the Management Fee to PEAK6 and, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASISin the event that this limitation in Services applies, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party PEAK6 shall not be responsible or liable for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenseslimited Service.

Performance of Services. ▇▇▇▇▇▇▇ agrees to meet ▇▇▇▇▇▇’s distinct transit and pricing requirements agreed to by the parties from time to time after the Effective date as confirmed by the Brokers issuance of a Tender sheet, Pre-note, Rate Confirmation, Bill of Lading, Proof of Delivery or other load tender document that Broker may use from time to time (ahereinafter “Tender Document”). Additional service requirements of the Carrier are as follows: Broker does not expect or condone violations by carrier’s drivers of applicable safety regulations and hours of service (HOS). Broker relies on carrier and its drivers to adhere to HOS and other regulations and ▇▇▇▇▇▇▇ agrees that such regulations supersedes service instructions by shipper or Broker in the event of any conflict. Carrier shall transport Broker’s shipments without delay. Carrier shall immediately notify Broker of any likelihood of delay. Carrier shall transport all freight tendered by broker only on equipment operated under Carrier’s authority. ▇▇▇▇▇▇▇ shall comply with all of Broker’s reasonable shipping instructions communicated to Carrier, and to comply with all applicable provisions of any provincial, federal, state and/or local law or ordinance and all lawful orders, rules and regulations issued thereunder. Carrier shall obtain from the consignee a complete, signed delivery receipt for each shipment, and shall notify Broker immediately of any exception of any document. Carrier shall send Broker delivery receipts and bills of lading within twenty-four (24) The Provider shall perform and cause its Subsidiaries and Affiliates hours of delivery, as Broker directs. If Broker requests Carrier to perform all Services transport any shipment required to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties placarded under DOT rules as part of its business, and, except as specifically stated elsewhere hereina hazardous material, the Provider does not otherwise warrant or assume additional provisions in Appendix A, including additional insurance requirements, shall apply for each shipment. Documents for each of Broker’s shipment shall name ▇▇▇▇▇▇ and “broker” and Carrier as “carrier”. If there is a wrongly worded document, the parties will treat it as if it showed Broker as “broker” and Carrier as “carrier”. If there is a conflict between this Agreement and any responsibility transportation document related to Brokers shipment, this document shall govern. ▇▇▇▇▇▇▇ is responsible for ensuring that all freight is properly blocked and braced for transportation to allow for the performance safe and damage-free delivery of the Services by itgoods and to avoid damage to other property. ▇▇▇▇▇▇▇ is responsible to determine that the goods being shipped are in apparent good order and condition, its Subsidiaries or Affiliates. (b) (i) Neither to the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any extent that such is ascertainable through a visual examination of the Services for exterior of the benefit of any Third Party or any other Person other than the Recipient or its Subsidiariesgoods shipped, before loading, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02in the event that they are not, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIEScarrier will contact Broker for further instructions. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenses.

Performance of Services. (a) The Provider shall perform CARRIER’s services under this Agreement are designed to meet the needs of BROKER under the specified rates and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itselfconditions set forth herein. Recipient acknowledges and CARRIER agrees that neither the Provider nor its Subsidiaries terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, ▇▇▇▇ of lading, or Affiliates regularly provides the Services similar documentation apply to be services provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesunder this Agreement. (b) (i) Neither the Provider nor any of its Subsidiaries CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or Affiliates certain to cause delay shall be required immediately communicated to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESBROKER by CARRIER. (c) CARRIER shall, at its sole cost and expense: i. Furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ▇▇. ▇▇▇ all expenses related, in any way, with the use and operation of the Equipment; and iii.Maintain the Equipment in good repair, mechanical condition and appearance. (d) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (e) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party. (f) CARRIER shall be solely responsible for its own compliance day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and all Laws applicable information from BROKER or BROKER’s customer with respect to any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its performance drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. No Party CARRIER shall knowingly take any action in violation maintain records of any such applicable Law its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Produce Requiring Refrigeration or Heating warrants that results in Liability being imposed on CARRIER will inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the other Partyrecords of each inspection for at least one year. If a change in Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or addition to Law applicable to heating unit and assume full liability for claims and expenses incurred by the Provider BROKER or the Recipient causes the Provider Shipper for its failure to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expensesdo so. The Recipient shall CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be responsible for any and all such additional expensesmade from CARRIER’s records upon request.

Performance of Services. (a▇) The Provider ▇▇▇▇oration agrees that it shall perform use its best ef orts to provide and cause its Subsidiaries and Affiliates to perform all Services to be provided services set forth in this Agreement in the most cost-ef ective and ef icient manner (and provide such other related services as are requested by the Provider Agency from time to time which services Corporation agrees are included within this Agreement) in good faith and accordance with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere hereinapplicable law, the Provider does not otherwise warrant or assume any responsibility for the performance terms and conditions of the Services by itthis Agreement, its Subsidiaries or Affiliatescurrent best practices in municipal redevelopment, and applicable Board and Agency Board approved policies and procedures. (b) (i) Neither the Provider nor Corporation shall, without any of its Subsidiaries charge or Affiliates shall be required fee whatsoever to perform Agency for such services, except as described in Section 3.03 herein, provide general management and any other staffservices that are necessary or to cause to be performed any of the Services desirable for Agency for the benefit Project in accordance with and limited by the current Approved Corporation and Project Budgets and Approved Transfer of any Third Party or any other Person other than the Recipient or its SubsidiariesAppropriations, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02in accordance with its policies, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESand procedures and the terms and conditions in this Agreement. (c) Each Party In implementing sub-section (b) of this Section, and not as a limitation on its generality, Corporation shall, subject to the budgeting of funds for such services do the following: (i) Provide overall executive direction for the management and administration of the Project, and Corporation shall report and recommend directly to the Agency Executive Director or designee through its President or other appropriate executive of icer; (ii) Employ necessary personnel in accordance with Board approved policies and procedures on personnel and related matters; and (iii) Retain, when necessary, appropriate consultants and experts subject to appropriate Board approved policies and procedures including those for contracts set forth herein. (iv) Acquire or dispose of real property in accordance with this Agreement and Approved Project Budget, provided that property acquisition is included as a line item in the Approved Project Budget. (d) In the performance of its duties hereunder, Corporation agrees and acknowledges it is under the direction of Agency, and shall agree to and implement all actions taken, directives given, and policies and procedures adopted with respect to the Project by Agency. Corporation shall provide such reports as are required by Agency on all activities for which it is responsible in the time and manner requested by Agency. (e) Corporation shall timely and ef ectively coordinate and utilize in a cost-ef ective manner other services provided for the Project by Agency or the City , or by consultants selected by and under separate contracts with the City or Agency, and supervise the work of such consultants, including consultant reports, appraisals, engineering studies, marketability and feasibility studies, project improvements data, relocation studies, legal opinions and documentation, surveys of structural and environmental conditions, and architectural design advice and any other necessary or desirable related services. (f) Corporation shall timely and ef ectively review, approve, coordinate and submit to the City Comptroller requests for payments related to contracts, services, land acquisition and other costs related to implementation of the Project. All payments related to the implementation of the Project shall comply with the Uniform Accounting Guidelines for Redevelopment Agencies established by the State Controller’s Of ice; with fund restrictions established under CRL, bond covenants, applicable state and local law, grant agreements and any other restrictions on the Project funds; and with accounting policies established by the City Comptroller. (g) Corporation shall timely and ef ectively coordinate activities and appearances before Agency and City bodies, agencies, departments and commissions, and Federal, State or local agencies and commissions, as may be responsible necessary in obtaining approval of any applications or related plans or programs for its own compliance Federal, State or local financial or technical assistance which would benefit the Project, or as requested by Agency. (h) Corporation shall timely and ef ectively coordinate, program, schedule, manage, supervise and administer the Project. (i) Corporation shall provide detailed and cost-ef ective planning services required for the Project, including but not limited to day-by-day analysis of changing conditions, review and analysis of developers’ proposals, staffservices for the public and private entitlement process, the architectural design review process, preparation of graphics and any other materials or services necessary or desirable to stimulate and increase developer interest and participation in the Project. (j) Corporation shall timely and ef ectively coordinate the real estate acquisition process necessary or desirable to execute the Project, including scheduling, supervising the preparation of appraisals by consultants not parties hereto, selected by and under separate contracts with Agency or Corporation, and obtaining approvals of acquisition prices, if required from the Agency, and provide any other services necessary or desirable for such real estate acquisition process; provided, however, that Corporation shall not prepare appraisals, or conduct condemnation actions. (k) Corporation shall undertake any and all Laws applicable activities which may be necessary or desirable to its lease or dispose of Project land, including supervising the preparation of appraisals and reuse appraisals by appraisers selected by and under separate contracts with Agency or the Corporation, preparing other documentation, records, reports and similar matters required or requested by Agency, establishing contact with and attracting the interest and cost-ef ective participation of developers and tenants; conducting negotiations with developers; preparing leases, disposition and related agreements with the assistance of Agency General Counsel, supervising developers’ performance under this Agreement. No Party disposition, participation and related agreements; coordinating and expediting developers’ design and construction activities; and providing any other necessary or desirable services in connection therewith. (l) Corporation shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for undertake any and all activities which may be necessary or desirable to conduct relocation, property and site management and related activities for the Project, including the processing of claims for losses of property and moving expenses and any other necessary or desirable services in connection therewith; [provided, however, that all funds received as rental of acquired properties shall be promptly and appropriately deposited in the Project Funds.] (m) Corporation shall prepare appropriate documentation reports and shall supervise and administer licensed professional architects, engineers and construction managers selected by and under separate contracts with Agency or the Corporation pursuant to its duties under this Agreement including regarding the design, construction and inspection of public improvements and supporting facilities to execute the Project. (n) Corporation shall timely coordinate, program, schedule, inspect (to the extent Agency is responsible for such additional expensesinspection under this Agreement or under applicable law) and provide reports to the Agency or other parties, if applicable, regarding all work required to be performed by Agency or City departments to execute the Project. (o) Corporation shall timely coordinate, supervise, and administer the architectural review process with respect to private construction and, to the extent applicable, public construction to execute the Project. (p) Corporation shall timely and ef ectively coordinate, program, schedule, manage, supervise and administer in coordination with the City, Agency assisted public works projects to execute the Project, to the extent applicable. (q) Corporation shall provide appropriate and cost-ef ective staffservices and appropriate materials, documents, records, reports and related matters as required or requested for the information and education of the public with respect to Project activities, such services to be coordinated with the Mayor and the staffof Agency and City. (r) Corporation shall provide timely and responsive information regarding Project activities in meetings, discussions and other contacts with the public and private civic, business and similar organizations and speak to such groups. (s) Corporation shall prepare detailed recommendations and options for Agency in accordance with Agency standards for policies and procedures pertaining to the Project and determinations to be made by Agency, including the following: disposition policies and methods of disposition for each disposition parcel or group of parcels; cost-ef ective methods of selection of developers, and selections of such developers; provisions of owner participation, development and rehabilitation agreements, including prices and standards and controls; staging and timing of activities for the Project; descriptions of services to be performed by consultants employed by Agency with respect to the Project and selection of such consultants; timely approval of architectural plans and specifications submitted by developers; timely approval of plans and specifications for demolition of existing structures and construction or rehabilitation of site improvements and facilities; awards of contracts with respect to such demolition and construction and rehabilitation; requests for approvals by appropriate agencies; the Budgets; and provisions of any other necessary or desirable services in connection therewith. (t) Corporation shall perform such other services, either within the Project boundaries or pertaining to other portions of the City as may be assigned to Corporation by Agency, providing that the costs and expenses which are reimbursable to Corporation for providing such services are in compliance with this Agreement and the reimbursement of expenses policies and procedures approved by the Board, together with the other services contemplated herein, shall not exceed the Approved Corporation Budget for the fiscal period in which such services are to be performed

Performance of Services. (a) The Provider shall perform CARRIER’s services under this Agreement are designed to meet the needs of BROKER under the specified rates and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itselfconditions set forth herein. Recipient acknowledges and CARRIER agrees that neither the Provider nor its Subsidiaries terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, ▇▇▇▇ of lading, or Affiliates regularly provides the Services similar documentation apply to be services provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliatesunder this Agreement. (b) (i) Neither the Provider nor any of its Subsidiaries CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or Affiliates certain to cause delay shall be required immediately communicated to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESBROKER by CARRIER. (c) CARRIER shall, at its sole cost and expense: i. Furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ii. Pay all expenses related, in any way, with the use and operation of the Equipment; and iii. Maintain the Equipment in good repair, mechanical condition and appearance. (d) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (e) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party. (f) CARRIER shall be solely responsible for its own compliance day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and all Laws applicable information from BROKER or BROKER’s customer with respect to any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its performance drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. No Party CARRIER shall knowingly take any action in violation maintain records of any such applicable Law its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Produce Requiring Refrigeration or Heating warrants that results in Liability being imposed on CARRIER will inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the other Partyrecords of each inspection for at least one year. If a change in Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or addition to Law applicable to heating unit and assume full liability for claims and expenses incurred by the Provider BROKER or the Recipient causes the Provider Shipper for its failure to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expensesdo so. The Recipient shall CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be responsible for any and all such additional expensesmade from CARRIER’s records upon request.

Performance of Services. (a) The Provider shall perform and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent with the care Carrier agrees that it exercises in performing such Services for itselfis an independent contractor under this Agreement. Recipient acknowledges The Parties understand and agree that the relationship between the Parties is and will remain that of independent contractors and that no employer-employee, franchisor-franchisee, or principal-agent relationship exists or is intended. Carrier agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any it has complete responsibility for the performance all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the Services by ittransportation services provided under this Agreement (the “Services”). Additionally, Carrier (through its Subsidiaries or Affiliatesdriver) shall be solely responsible for controlling the method, manner and means of accomplishing the Services, including route selection. (b) (i) Neither Carrier agrees that this Agreement applies to all shipments handled by Carrier for Broker. This Agreement and the Provider nor any applicable Rate Sheet or EDI Shipment Info control the relationship between the Parties as to each individual transaction. The Carrier’s tariff, terms and conditions, service guide, ▇▇▇▇ of its Subsidiaries or Affiliates lading, and similar documents do not apply to the Services. Notwithstanding the foregoing, the ▇▇▇▇ of lading shall be required apply to perform or to cause to be performed any of the Services for solely in the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESlimited capacity described in Section 5 below. (c) Each Party Carrier shall be responsible transport all shipments without delay. This Agreement does not grant Carrier an exclusive right to perform any services for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law Broker or the entity that results in Liability being imposed on has retained Broker (hereinafter, the other Party“Customer”). If a change in or addition to Law the applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such ServicesBroker uses EDI, the Provider shall use commercially reasonable efforts Carrier agrees that any load tendered through EDI by that Broker to promptly advise Carrier will be considered accepted upon Carrier’s electronic receipt of the Recipient EDI transfer for such load. Otherwise, if EDI is not utilized by the Broker, then Carrier agrees that any load tendered to it by Broker will be considered accepted upon Broker’s receipt of such additional expensesa signed Rate Sheet from Carrier. (d) Carrier’s drivers will register with MacroPoint, and if required by shipper, at time of pick up to facilitate automated check-calls. Failure of Carrier’s drivers to comply will result in a charge back of $50 per day until the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesCarrier’s driver registers with MacroPoint.

Performance of Services. (a) The Provider 3.1 Unless the Customer expressly instructs otherwise, the Supplier shall perform the Services along the Rail Replacement Route in accordance with these Terms and cause Conditions. Other than the fees set out in the Purchase Order, the Supplier assumes responsibility for all costs and charges including, without limitation, customs, duties, costs, taxes and insurance in the performance of the Services. 3.2 Time is of the essence in the Supplier’s performance of its Subsidiaries and Affiliates obligations set out in the Purchase Order. The Customer will notify, either by phone or in writing, its request for the Supplier to perform all certain Services. If the Supplier is able to provide the Services, it will be provided with a reference number to operate the Services. If the Supplier is unable to provide the Services, it shall immediately notify to the Customer of the fact. Notwithstanding the foregoing, if the Supplier is able to perform the Services but the Supplier’s timely performance under the Purchase Order is delayed or is likely to be provided by delayed, it shall immediately notify to the Provider Customer of the same. The Customer’s acceptance of the Supplier’s notice will not constitute the Customer’s waiver of any of the Supplier’s obligations. In the event that the Customer is notified that the Supplier is not able to commence the provision of the relevant Services, the Customer shall have no further obligation to the Supplier in good faith respect thereof. 3.3 In performing the Services, the Supplier shall at all times (i) ensure that it employs drivers who hold a current valid Passenger Carrying Vehicle driving licence for the Bus(es) that they will be driving and with due care consistent carry a current Driver Qualification Card (DQC), (ii) provide all Buses and Supplier Personnel necessary for the provision of the Services (and such Supplier Personnel must have competent knowledge of the specified Rail Replacement Route); (iii) ensure that all Buses used in the provision of the Services are in a safe, serviceable and clean condition; (iv) comply with the care that it exercises in performing such Services for itself. Recipient acknowledges requirements of any local laws and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services regulations relating to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services including, without limitation, ensuring that the timetabling for the performance and delivery of the Services will be in the scope of the “Driving Time” laws as provided under EU Regulation 561/2006 (as may be varied from time to time) and complying with DiPTAC standards; (v) have appropriate insurance to cover the Supplier’s potential liabilities arising out of or in connection with the performance of the Services, such insurance policies to be underwritten by ita reputable insurance company (and copies of such insurance to be provided to the Customer prior to the commencement of any work undertaken pursuant to these Terms and Conditions); (vi) ensure that it employs Supplier Personnel who are physically capable of undertaking their allotted tasks; (vii) ensure that, its Subsidiaries in the event of a breakdown of, or Affiliates. in the event of an accident caused by, a Bus, (a) the driver of the Bus notifies to the Contract Manager (or such other appropriate person as so determined by the Supplier) of the same; (b) a replacement Bus is provided no later than forty-five minutes after the breakdown has occurred; and (ic) Neither the Provider nor any Supplier shall procure the Contract Manager to contact the Customer Authorised Representative by telephone confirming the nature of its Subsidiaries the breakdown and that a replacement Bus has been sent to the relevant point; (viii) ensure that Eligible Customers are permitted to carry, free of charge, all reasonable items of luggage on to the Bus, provided that such luggage (in the reasonable opinion of the driver of the Bus) does not obstruct the gangway or Affiliates shall be required to perform stairs or to cause occupy seats and are not likely to be performed any a danger or inconvenience to other Eligible Passengers; (ix) ensure that all drivers of the Buses complete, in full, a log card or record in respect of the operation of the Services for and the benefit of any Third Party Supplier emails such log card to ▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any faxed to ▇▇▇▇ ▇▇▇▇ on 0700 349 7081 (or such other Person other than person as notified to the Recipient or its Subsidiaries, Supplier by the Customer from time to time) on the day the Services have been performed; and (iix) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “ASensure that all maintenance and drivers’ hours records are up-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NONto-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance date and in accordance with any the Laws and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable made available to the Provider Customer (or to the Recipient causes TOC, as the Provider case may be) for inspection from time to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensestime.

Performance of Services. PARTNERS warrants and agrees: (a) The Provider shall perform That it will render the advisory and cause consulting services and assume its Subsidiaries responsibilities under this Agreement in accordance with high professional standards and Affiliates high levels of expertise; that the personnel assigned to perform services under this Agreement shall have the appropriate skills and expertise to efficiently perform such services; and that in carrying out its responsibilities under this Agreement, PARTNERS hereby assures GOBM that its actions and performance of services hereunder are and shall be conducted in compliance with all Services applicable laws, rules and regulations, including but not limited to be provided by the Provider federal and state securities laws; and PARTNERS shall disclose to any and all parties with whom it deals in good faith accordance with this agreement on behalf of GOBM any and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part all of its businessinterest in GOBM, andwhether direct, except as specifically stated elsewhere hereinindirect, the Provider does not otherwise warrant beneficial, contingent or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates.otherwise; (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates GOBM shall be required to perform or to cause to be performed any of the Services have no responsibility for the benefit acts and conduct of any Third Party or any other Person other than the Recipient PARTNERS hereunder, or its Subsidiariesfailure to act, such as in the filing of reports, forms or disclosures, and PARTNERS hereby agrees that it shall defend, indemnify and hold GOBM (iiwhich term for this Section 4(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02includes GOBM'S officers, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASISdirectors, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICESagents, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIESshareholders, EXPRESS OR IMPLIEDattorneys and representatives) harmless for and against any and all liabilities, EITHER IN FACT OR BY OPERATION OF LAWactions, BY STATUTE OR OTHERWISEclaims, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIESsuits, WHETHER WRITTEN OR ORALproceedings, OR EXPRESS OR IMPLIEDdemands, INCLUDING ANY WARRANTY OF QUALITYinvestigations, MERCHANTABILITYincluding costs, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.expenses and counsel fees, incidental to the performance of services by PARTNERS hereunder or due to any failure of disclosure by PARTNERS to third parties as to its interest in GOBM or as to information concerning GOBM or its failure to comply with all applicable federal and state securities laws, exchanges' and commissions' rules and regulations; provided such indemnity shall not apply to the extent any such liability arises from or is substantially attributable to the actions, negligence act or material omission by GOBM; (c) Each Party That it shall not release any financial or other material information or data regarding GOBM without first providing same to and receiving prior approval of GOBM; (d) That it shall not conduct meetings with financial analysts, merger, acquisition, joint venture, other business combination or investment candidates, and potential and existing customers without informing and obtaining the approval of GOBM in advance of the proposed meeting with the format or agenda of such meeting and with complete copies of all reports and communications to be responsible made available at any such meeting to be provided prior thereto to GOBM; (e) That it shall not release any information or data about GOBM to any pre-selected person or limited group of people or other entity, in the event PARTNERS is or should have been aware that such information is material and has not otherwise been generally released; (f) That it shall restrict or cease, as directed by GOBM, all public relations efforts, including all dissemination of information regarding GOBM immediately upon receipt of instructions to that effect from GOBM; and after notice by GOBM of a filing for a proposed public offering of its own compliance with securities and during any period of restriction on publicity, PARTNERS shall not engage in any public relations efforts not in the normal course without written approval of securities counsel for GOBM and all Laws applicable to its performance under this Agreement. No Party counsel for underwriters, if any; (g) PARTNERS shall knowingly not take any action which would in any way adversely affect the reputation, standing or prospects of GOBM or would cause GOBM to be in violation of applicable law; (h) That it shall promptly supply GOBM prior to their use or dissemination with complete copies of all stockholder reports and communications; with all data and information to be supplied to any such applicable Law that results in Liability being imposed on financial analyst, broker-dealer, market maker, or other member of the financial community and with all brochures or other Party. If a change in or addition materials relating to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such ServicesGOBM, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expensesits operations, management, product, services, finances, proposals, properties, and the Provider and like. PARTNERS shall inform GOBM in advance in writing as to the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall persons or institutions to whom release of any of the foregoing information or communications are to be responsible for any and all such additional expensesmade.

Performance of Services. (a) The Provider a. ISO hereby reserves the right to determine the method, manner and mean by which the ISO performs the Services, as well as the order and/or sequence in which the Services are performed, which are performed with the sole discretion of the ISO, provided that, the Services are performed in accordance with the terms of this Agreement. b. ISO hereby acknowledges and agrees that Company shall perform and cause its Subsidiaries and Affiliates not be required to furnish or provide any training to the ISO to enable the ISO to perform all the Services. The Services to shall be provided by the Provider in good faith ISO and/or its employees, representatives, affiliates and/or agents and with due care consistent with the care Company shall not be required to hire, supervise or pay any persons or entities that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides perform the Services for, with, or on behalf of ISO. The Parties acknowledge and agree that the ISO shall not be required to be provided hereunder devote the ISO’s full time to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries Services. The Parties acknowledge and agree that this Agreement shall not prohibit the ISO from performing services for others except as expressly restricted herein. ISO hereby agrees and acknowledges it shall not be the only or Affiliatesexclusive promoter of the Program and Company may retain the services of other independent service organizations to promote the Program and refer merchants. c. During the Term hereof, ISO shall devote as much time as is necessary to carry out his/her duties hereunder. ISO shall use his/her best efforts to provide the Services for Company. At all times during the Term of this Agreement, ISO shall act in a professional and ethical manner and in conformity with all applicable laws, statutes, ordinances, codes, rules and regulations (bhereinafter referred to collectively as “Laws”) relating to ISO’s duties and actions hereunder. d. ISO hereby agrees and acknowledges that Company shall have the sole, absolute, and exclusive right to authorize, accept, ratify, decline or finalize any Merchant Agreement and include a Merchant in the Program. Company may, at its sole and absolute discretion, decline to accept any Merchant into the Program for any or no reason whatsoever. ISO shall in no way, directly or indirectly, and under no circumstance: (i) Neither represent, in any way, that ISO has any right to accept or decline an application to be submitted to Company by a Merchant, (ii) represent that ISO has the Provider nor right to modify, accept or decline any Merchant Agreement, and, (iii) bind Company or any of its Subsidiaries subsidiaries and/or affiliates legally or Affiliates otherwise. e. In the course of carrying out its obligations hereunder, ISO shall be required clearly identify itself with its own corporate name and take care that no third party, including Merchants, are led to perform believe that ISO or to cause to be performed any of the Services for the benefit of any Third Party ISO’s representatives, affiliates employees, agents, contractors, or any other Person other than the Recipient principals are employed by, or its Subsidiariesagents of, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenses.Company

Performance of Services. (a) The Provider 3.1 Independent Contractor, in his/her sole discretion, shall perform determine the method, details and cause its Subsidiaries means of performing the Checking Services required by this Agreement. Such method, details and Affiliates means shall only be subject to perform all any specifications provided by a customer and/or client to VeriTES. VeriTES shall not have any right to control the means, manner or method of accomplishing the Checking Services to be provided by the Provider in good faith and with due care consistent with the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or AffiliatesIndependent Contractor. (b) (i) Neither the Provider nor any of its Subsidiaries 3.2 Independent Contractor, in his/her sole discretion, may retain or Affiliates shall be required employ employees, assistants or agents to perform or to cause to be performed any of the Checking Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party VeriTES shall knowingly take not have the right to control, direct or supervise any action employees, assistants or assigns retained by Independent Contractor to perform such Checking Services. 3.3 Because VeriTES is retained by its clients to provide reports containing information that is both location and time specific, Independent Contractor shall perform the Checking Services under this Agreement at such locations and at such times as dictated by VeriTES’s clients. Independent Contractor shall not be required to furnish a record of his/her time to VeriTES. 3.4 Independent Contractor shall provide his/her own supplies, tools, transportation, equipment and other materials as may be necessary to complete the Checking Services under this Agreement. Independent Contractor shall not be required to purchase or rent any supplies, tools, equipment or other materials from VeriTES. If Independent Contractor, and/or his/her employees, assistants, agents or assigns uses a motor vehicle in violation performing his/her services under this Agreement, Independent Contractor shall cause the motor vehicle to be insured. Independent Contractor hereby agrees that VeriTES shall not be liable to Independent Contractor, and hereby waives any claim against VeriTES, for any damages, injuries and liability arising out of Independent Contractor’s use of such motor vehicle. 3.5 Independent Contractor shall be free to perform, and this Agreement does not restrict him/her from performing, the same or similar Checking Services for any third parties during the term of this Agreement. 3.6 Independent Contractor shall assume full and complete responsibility for (a) the payment of all compensation and expenses of any such employees, assistants or agents retained by Independent Contractor to perform the Checking Services, (b) all costs and expenses incurred by Independent Contractor in connection with the performance of this Agreement, including, without limitation, costs of equipment, fees, fines, licenses, bonds and/or taxes required of, or imposed against, Independent Contractor and all local, state and federal income taxes, unemployment insurance, social security, disability insurance, workers’ compensation and other applicable Law that results withholdings. 3.7 Independent Contractor shall obtain and maintain workers’ compensation insurance and property liability insurance covering his/her employees, assigns, assistants, agents and/or equipment and any other insurance required by law or necessary to perform the Checking Services under this Agreement. 3.8 VeriTES shall not (a) withhold any local, state or federal income taxes from any payments to Independent Contractor, (b) withhold any FICA (Social Security) taxes from any payments to Independent Contractor, (c) make any state or federal unemployment insurance contributions on behalf of Independent Contractor, (d) make any disability insurance contributions on behalf of Independent Contractor, (e) obtain any workers’ compensation insurance on behalf of Independent Contractor or (f) pay any costs or expenses incurred by Independent Contractor in Liability being imposed on the other Partyconnection with this Agreement. If a change However, if VeriTES pays Independent Contractor more than $600.00 in or addition to Law applicable any year, VeriTES will report those earnings to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesInternal Revenue Service on a Form 1099.

Performance of Services. (a) The Provider 8.1 In performing the Services the Issuer Corporate Services Provider: 8.1.1 shall perform at all times act in accordance with all reasonable and cause its Subsidiaries proper directions, orders and Affiliates to perform all Services to be provided instructions given by the Provider in good faith and with due care consistent with Directors; 8.1.2 shall not do or omit to do anything which would constitute a breach by it or the care that it exercises in performing such Services for itself. Recipient acknowledges and agrees that neither the Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part Issuer of its business, and, except as specifically stated elsewhere herein, the Provider does not otherwise warrant or assume any responsibility for the performance of the Services by it, its Subsidiaries or Affiliates. (b) (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required to perform or to cause to be performed any provision of the Services for the benefit of any Third Party or any other Person other than the Recipient or its SubsidiariesArticles, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02any Regulatory Direction or Requirement of Law to which the Issuer may be subject or (iii) any agreement or instrument binding upon the Issuer; 8.1.3 may rely upon the terms of any notice, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.communication or other document believed by it to be genuine; and 8.1.4 may engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers reasonably necessary (c) Each Party though engaging such persons shall be responsible for its own compliance with not relieve the Issuer Corporate Services Provider from any and all Laws applicable to its performance duties or obligations under this Agreement. No Party ) and may rely upon any advice so obtained and the Issuer Corporate Services Provider shall knowingly take be protected and shall incur no liability in respect of any action taken, or omitted to be taken, in violation accordance with such advice and the costs of any such applicable Law that results in Liability being imposed on the other Party. If a change in advice or addition to Law applicable services shall be reimbursed to the Issuer Corporate Services Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Servicesaccordance with Clause 12 (Remuneration, Costs and Expenses). 8.2 If required, the Issuer Corporate Services Provider may hold funds for and on behalf of the Issuer with a regulated financial institution and may manage such funds, provided that: 8.2.1 such funds shall be maintained in segregated ledgers in the name of the Issuer, as applicable; 8.2.2 any fees payable on such account shall be paid by the Issuer Corporate Services Provider; 8.2.3 the Issuer Corporate Services Provider shall use commercially reasonable efforts not be obliged to promptly advise account to the Recipient Issuer for any interest accrued on moneys credited to the ledger in the name of such additional expenses, and the Issuer; and 8.2.4 the Issuer Corporate Services Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall not be responsible for any and all such additional expensesloss of funds held in accordance with this Clause 8.2.

Performance of Services. (a) The Provider Contractor shall perform and cause its Subsidiaries and Affiliates to perform all Services to be provided by the Provider in good faith and with due care consistent provide PREPA with the care Services as specifically set forth in task orders agreed to in writing and signed by both Parties from time to time in substantially the form attached hereto as Exhibit B (each, a "Task Order"); provided, however, that it exercises neither this Agreement, nor the Term Commencement Notice (as defined herein below), shall in performing any way obligate PREP A to enter into any Task Order. Contractor shall complete performance of the Services as set forth in each Task Order and in compliance with all applicable laws, including but not limited to the Endangered Species Act, rules, regulations, court orders and, to the extent the Services are subject to rules of ethics of a profession, comply with any such Services applicable rules. To the extent applicable, Contractor acknowledges and accepts that its members and owners understand the rules of ethics applicable to their profession and assume responsibility for itselftheir own actions. Recipient Contractor shall use the best practices acknowledged in the industry and adhere to express specifications and policies regarding the performance and delivery of the Services, as indicated in the Task Orders. For the avoidance of doubt, PREPA shall not issue Task Orders hereunder prior to providing Contractor with written notice confirming Term commencement (the "Term Commencement Notice"). Contract(obr) acknowledges and agrees that neither notwithstanding PREPA's execution of this Agreement, PREP A has the Provider nor its Subsidiaries right to retain any other party to execute any of the Services, and that Contractor is in no way guaranteed any work and that it will only be entitled to perform Services if PREP A elects to issue a Task Order and then only upon the Parties agreeing to the applicable Task Order in the manner specified in this Agreement. Contract(ocr)acknowledges and accepts that PREPA may have entered into, or Affiliates regularly provides will enter into, vegetation clearing services agreements with other contractors to provide an expedited method for procuring similar or related services. Accordingly, PREPA may award other contracts for additional work to other contractors. Contractor agrees to cooperate with such other contractors as may be reasonably directed by ▇▇▇▇▇. Contractor shall not commit or permit any acts that interfere with the Services performance of work by any other contractor, and PREP A shall take reasonable measures to be provided hereunder to Third Parties as part of its business, and, except as specifically stated elsewhere herein, the Provider does ensure other contractors do not otherwise warrant commit or assume permit any responsibility for acts that interfere with the performance of the Services by itContractor. Contract(odr)shall not perform any Services until such time as PREP A issues a Task Order and Contractor agrees in writing to perform such Services, its Subsidiaries or Affiliates. (b) (i) Neither and then only in respect of the Provider nor Services provided for therein. Contractor acknowledges and agrees that the determination of whether and when any Task Order will be issued shall be solely within PREP A's discretion. PREP A shall issue Task Orders for the Services in a reasonable and non-discriminatory manner. Further, Contractor acknowledges and agrees that upon receipt of its Subsidiaries or Affiliates any Task Order from PREPA and acceptance by Contractor of same, it shall be required to perform or the applicable Services as directed therein. For clarity, Contractor shall not proceed with any Services, and shall not be entitled to cause any compensation for any Services, unless and until the Task Order for such Services has been executed and delivered by the Parties in the manner set fotih herein. Unless o(teh)erwise agreed to be performed any by the Parties, Contractor will mobilize personnel and equipment for performance of Emergency Services within 72 hours following acceptance of the Emergency Services for the benefit of any Third Party or any other Person other than the Recipient or its SubsidiariesTask Order, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02provided, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIShowever, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTSit shall not be required to mobilize if it is deemed unsafe to travel. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable Contract(of)r will adhere to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Servicesfollowing industry standards and best practices: ANSI Zl33 Safety_Requirements for Arboricultural Operations (2017), the Provider shall use commercially reasonable efforts to promptly advise the Recipient ANSI A300 Tree, Shrub. and other Woody Plant Maintenance -Standard Practices and International Society of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expensesArboriculture Best Management Practices.