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<br />STANDARD CONDITIONS
<br />
<br />, COMPLETE AGREEMENT
<br />These Standard Conditions are hereby incorporated in and made a part of the Service Contract or Quotation ("Contract") between Lee and the
<br />Customer. The Contract constitutes the complete and exclusive statement of the agreement between the parties, which supersedes all
<br />proposals, oral or written, and all other communications between the parties relating to the subject matter of the Contract Any purchase order
<br />issued by Customer shall be for purposes of acknowledgement and acceptance of this Contract and the terms contained in any such order
<br />shall not become a part of this Contract.
<br />II. TERMINATION
<br />(a) Termination for Cause: In addition to other remedies either party may have, at Jawor in equity, either party may terminate this Contract in
<br />the event that the other party persistently neglects or fails to perform any of its material obligations hereunder and such default continues
<br />for a period of thirty (30) days fotla'Mng receipt of written notification of such default from the non-defaulting party.
<br />(b) Cancellation for Convenience: Customer may cancel this Agreement for the Customer's convenience prior to the natural expiration of the
<br />current Term for any or all equipment unit(s) listed above, provided, however, 1) Customer provides Lee 30 days advance 'Mitten notice
<br />of Customer's intent for early cancellation for Customer's convenience, and 2) Customer pays Lee an early cancellation charge equal to
<br />ten percent (10%) of the contract price for the equipment unit(s) that are being cancelled or $500.00, whichever sum is greater.
<br />III. WARRANTY AND LIABILITY
<br />(aj LEE MAKES NO WARRANTIES UNDER THIS CONTRACT, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT TO BE
<br />SERVICED OR ANY REPLACEMENT EQUIPMENT OR PARTS PROVIDED IN PERFORMING THE SERVICES. LEE DISCLAIMS AND
<br />EXCLUDES ANY IMPLIED WARRANTIES WITH RESPECT TO SUCH EQUIPMENT OR REPLACEMENT EQUIPMENT OR PARTS,
<br />INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY ANDIOR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
<br />(b) NEITHER LEE NOR CUSTOMER SHALL BE RESPONSIBLE TO THE OTHER OR TO ANY OTHER THIRD PERSON OR ENTITY FOR
<br />ANY CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO ECONOMIC LOSS, LOSS OF USE OR LOSS OF BUSINESS) INDIRECT,
<br />SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF OR CONNECTED IN ANY WAY
<br />WITH THIS CONTRACT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN THOUGH IT WAS OR SHOULD HAVE BEEN
<br />AWARE OR ADVISEO OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL LEE BE LIABLE TO CUSTOMER IN AN AMOUNT IN
<br />EXCESS OF THE COMPENSATION PAID TO LEE HEREUNDER.
<br />(c) Lee shall indemnify and hold Customer harmless from any claims, damages, losses or expenses attributable to injury or damage to
<br />person(s) or property, including reasonable attorneys' fees, to the extent caused by the negligent act or omission of Lee or any party for
<br />whom Lee is responsible.
<br />(d) Customer shall indemnify and hold Lee harmless from any claims, damages, losses or expenses attributable to injury or damage to
<br />person(s) or property, including reasonable attorneys' fees, to the extent caused by the negligent act or omission of Customer or any
<br />party for whom Customer is responsible.
<br />(e) Lee shall not be liable for delays in delivery or performance, or for failure to deliver or perform, due to (i) a cause beyond its reasonable
<br />control, or (ii) an act of God, act of Customer, work by others, act of civil or military authority, Govemmental priority, strike or other labor
<br />disturbance, flood, epidemic, war, riot, transportation delay or shortage, or inability to obtain necessary materials, components, services
<br />or facilities. Lee will notify Customer promptly of any material delay excused by this Section. In the event of any such delay, there will be
<br />no termination and the schedule of performance shall be extended for a period equal to the time lost by reason of the delay. In the event
<br />Lee is delayed by acts of the Customer or by work by other contractors or suppliers of the Customer, Lee shall be entitled to an equitable
<br />adjustment to the Compensation in addition to an extension of the time of performance.
<br />IV. CUSTOMER RESPONSIBILITIES
<br />(a) Customer shall not move or make any changes, adjustments or repairs to any of the equipment to be serviced by Lee hereunder without
<br />Lee's prior written consent, which shall not be unreasonably withheld.
<br />(b) Customer shall afford Lee and its subcontractors prompt access to the equipment and facilities necessary to perform the Services and
<br />shall not condition such access upon waiver of liability or otherwise. Contractor shall reimburse Lee for the labor and materials costs
<br />incurred by Lee and/or its subcontractors due to Customer's failure to provide such prompt access.
<br />V MISCELLANEOUS
<br />(a) During the first preventative maintenance inspection which occurs during the Term, Lee shall inspect the facility and determine if any
<br />materials and equipment are defective, wom or in a state of disrepair. Lee shall advise Customer of its findings.
<br />(b) Pricing does not assume local union labor rates.
<br />(c) Customer agrees that during the Term and for a period of twenty-four (24) months thereafter, Customer will not for its own benefit or for
<br />the benefit of any person or entity solicit, or assist any person or entity to solicit, any employee of Lee or any affiliate of Lee to leave his
<br />employment with Lee or such affiliate or hire or cause to be hired for Customer's benefit any person who is an employee of Lee or an
<br />affiliate of Lee or was an employee of Lee or an affiliate of Lee during the Term.
<br />(d) This Contract is not assignable without written permission from either party; provided, however, that Lee may assign its right to receive
<br />payment of amounts due under this Contract. Any attempt to assign any rights, duties, or obligations which arise under this Contract
<br />without such permission shall be void. Notwithstanding the foregoing, this Contract shall be binding upon and inure to the benefit of the
<br />parties' legal representatives, successors and assigns. The laws of the Commonwealth of Virginia will govern this Contract, without
<br />regard for Ihe principles of choice of law or conflict of law. This Contract may only be amended or modified by written agreement of the
<br />parties. If for any reason any provision of this Contract, or the application of such provision to any person or circumstances, or in any
<br />legal action, shall be held unenforceable or invalid, the enforceability or validity of the remaining provisions of this Contract shall not be
<br />affected thereby.
<br />(e) Any notice required or permitted to be sent pursuant to this Contract shall be deemed valid, if and only if, transmitted either (1) if
<br />transmitted by facsimile, upon acknowledgment of receipt thereof in writing by facsimile or otherwise or (2) (i) by hand-delivery against a
<br />receipt or return receipt requested of the addressee, (il) by registered or certified mail, return receipt requested, or (iii) by reputable
<br />overnight courier, transmitted with all requisite postage prepaid, each to be addressed to the respective addressee at the address set
<br />forth below such party's signature below, or to such other address as may be established pursuant to notice sent to the last address so
<br />fixed and in accordance with this Section V (e). Such notice, if hand-delivered as above provided, shall be effective upon issuance of
<br />receipt by the addressee, and if transmitted by mall shall be effective upon receipt by the addressee.
<br />
<br />Quote Number: SP08-6841
<br />Lee POC: Catherine Sullivan
<br />Service Sales Associate
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