Master Vendor Terms
& Conditions

Vendor shall perform all Services described in the Vendor Agreement and any Work Orders in accordance with: (a) all specifications and requirements set forth in the Agreement; (b) applicable industry standards; (c) all applicable federal, state, and local laws, regulations, and codes; and (d) Company's reasonable instructions and Customer requirements as communicated by Company.

Vendor warrants that all Services shall be performed: (a) in a professional and workmanlike manner consistent with industry standards; (b) using qualified, competent personnel with requisite skills and licenses; (c) using equipment in good working condition and suitable for the intended purpose; (d) in compliance with all applicable laws and regulations; and (e) in a manner that protects the safety of all persons and property.

Vendor shall:

• Provide all labor, supervision, materials, equipment, tools, supplies, and transportation necessary for proper performance of Services
• Maintain all required licenses, permits, and certifications throughout the Term
• Respond to Company communications within two (2) hours during business hours
• Notify Company immediately of any incident involving injury, property damage exceeding $500, environmental release, or regulatory contact
• Maintain sufficient resources to prevent service interruptions
• Dispose of all waste materials at properly licensed facilities in accordance with applicable environmental laws

Vendor shall maintain service records including: (a) daily routes and services completed; (b) photographs when requested by Company; (c) disposal receipts as required by law; and (d) incident reports for accidents or property damage. Records shall be retained for two (2) years and provided to Company upon reasonable request.

Vendor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Company specifies service results but not methods or means. Vendor determines its own work hours within service requirements, provides its own equipment, is free to work for others, bears its own risk of profit or loss, and sets its own internal policies. Vendor is solely responsible for all employment taxes, workers' compensation, and benefits for its personnel.

Total compensation is specified in the Vendor Agreement or Work Order and includes all labor, materials, equipment, transportation, overhead, profit, taxes (except separately stated sales tax), insurance, and all other costs. No additional compensation is due except through a written Change Order executed prior to work performance.

Company shall pay approved invoices within thirty (30) days of receipt of a conforming invoice. Payment is subject to: (a) satisfactory performance of Services; (b) receipt of required documentation; and (c) compliance with insurance requirements.

Invoices shall include: (a) unique invoice number and date; (b) description of Services performed; (c) dates and locations of Services; (d) any required disposal receipts or manifests; and (e) documentation of incidents if any. Company may reject non-conforming invoices. Invoices submitted more than sixty (60) days after service may be subject to a review and late processing penalty not to exceed 30% of the invoice value.

Company may withhold payment for amounts reasonably disputed, including: Services not performed or performed deficiently; property damage caused by Vendor; costs incurred by Company for corrective work; and fines or penalties resulting from Vendor's performance. Company may deduct (back-charge) from amounts owed: costs to correct or complete deficient work; damages caused by Vendor; fines or penalties assessed due to Vendor's acts or omissions; and attorneys' fees incurred in claims arising from Vendor's performance.

If Company's Customer ceases or suspends all payments to Company for sixty (60) days or more, Company may invoke payment protection by providing written notice to Vendor. Upon such notice, Company's payment obligation becomes contingent upon actual receipt of payment from Customer. During any such period, Company shall diligently pursue collection and provide monthly updates to Vendor. This protection shall not apply if Company's breach caused Customer's non-payment.

Vendor shall maintain the following coverage throughout the Term and for two (2) years following completion of Services. All policies must be occurrence-based (except Professional Liability) from carriers rated A- VII or better by AM Best:

BPM Services, Inc. and its Customers shall be named as Additional Insureds on all liability policies. Additional Insured coverage must be: (a) primary and non-contributory to any insurance carried by Company or Customer; (b) inclusive of ongoing and completed operations; and (c) include a Waiver of Subrogation in favor of Company and Customer.

Prior to commencing Services, Vendor shall provide Certificates of Insurance evidencing all required coverage with Additional Insured status, primary/non-contributory language, and waiver of subrogation. Certificates must provide thirty (30) days' notice of cancellation. Updated certificates shall be provided within five (5) days of any renewal or modification.

To the fullest extent permitted by law, Vendor shall defend, indemnify, and hold harmless Company, its Customers, and their respective officers, directors, employees, and agents from all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Vendor's performance or failure to perform Services
• Acts, errors, omissions, or negligence of Vendor or its personnel
• Bodily injury, death, or property damage caused by Vendor
• Environmental contamination from Vendor's handling or disposal of materials
• Violation of laws or regulations by Vendor
• Claims by Vendor's employees, subcontractors, or suppliers
• Claims that Vendor's employees are Company's employees

This indemnification shall be reduced proportionally to the extent any claim is caused by the negligence or willful misconduct of Company or its Customer.

Upon notice of any claim subject to indemnification, Vendor shall immediately assume complete defense using counsel reasonably acceptable to Company and bear all costs. Company may participate at its own expense. Vendor shall not settle any claim without Company's prior written consent.

If any state's law limits these indemnification provisions, they shall automatically adjust to provide the maximum protection allowed by law in that state.

Vendor shall: (a) not disclose Confidential Information to third parties without prior written consent; (b) not use Confidential Information for any purpose other than performing Services; (c) protect Confidential Information using reasonable care; and (d) upon termination, return or destroy all Confidential Information.

Vendor shall not: (a) disclose to any Customer or third party the rates Company pays to Vendor; (b) offer services directly to any Customer during the term of this Agreement; (c) make disparaging statements about Company to Customers or competitors; or (d) share Company's customer lists or requirements with any competitor.

Confidentiality obligations survive termination for one (1) year.

"Restricted Period" means the Term of this Agreement plus eighteen (18) months following expiration or termination.

During the Restricted Period, Vendor shall not, directly or indirectly:

• Solicit, accept, or perform services for any Customer with whom Vendor became acquainted through this relationship, anywhere that Customer is located or performs services, whether or not Vendor performed Services for that Customer at that specific location
• Encourage any Customer to terminate or reduce their relationship with Company
• Submit bids in competition with Company for the same scope of services with any such Customer
• Assist any third party in doing any of the foregoing

If Vendor is approached directly by a Customer about providing services during the Restricted Period, Vendor shall immediately notify Company and refer Customer back to Company. Exception: This obligation terminates if Company fails to pay undisputed amounts for sixty (60) or more days.

These restrictions do not apply to: (a) Customers Vendor serviced before this Agreement; (b) Services completely different from those provided under this Agreement; (c) public bid situations where multiple vendors are invited to compete; or (d) situations where Customer terminates Company for cause and independently seeks new vendors.

Upon breach of this Section, Company is entitled to: (a) Liquidated damages equal to two hundred percent (200%) of gross revenue or fees received by Vendor from the circumvented Customer for any services performed during the Restricted Period. The Parties agree that proof of Company's actual damages would be impractical or extremely difficult to ascertain and that this amount represents a reasonable estimate; (b) injunctive relief; and (c) recovery of reasonable attorneys' fees by the prevailing party. All remedies are cumulative.

Vendor acknowledges that: (a) Company has invested substantial resources in developing Customer relationships; (b) the eighteen-month restricted period is reasonable and necessary to protect those relationships; (c) restrictions are limited to specific Customers and Service Locations where Vendor actually performed Services; and (d) Vendor retains the full ability to earn a living servicing other customers.

Vendor shall obtain and maintain all business licenses, professional licenses, vehicle registrations, waste hauler permits, environmental authorizations, and other permits required for lawful performance of Services in each jurisdiction where Services are performed.

Vendor shall comply with all applicable federal, state, and local laws, including environmental laws, OSHA requirements, employment and labor laws, and DOT regulations.

Vendor warrants: (a) all waste will be disposed of at properly licensed facilities only; (b) no illegal dumping under any circumstances; (c) proper manifesting and tracking of all waste; and (d) compliance with spill prevention requirements. Any environmental violation or illegal dumping results in immediate termination plus liability for all remediation costs, fines, and damages.

Unless specifically authorized in writing, Vendor shall not handle, transport, or dispose of: hazardous waste requiring EPA manifest; medical or infectious waste; asbestos or lead-containing materials; or any material Vendor is not licensed to handle. If Vendor encounters suspected hazardous materials, Vendor shall stop work, not disturb the material, notify Company immediately, document with photographs, and await written instructions.

When Services are performed on government-funded projects, Vendor shall comply with all applicable flow-down requirements as communicated by Company, including but not limited to Equal Employment Opportunity, Davis-Bacon Act, E-Verify, and audit and recordkeeping requirements. For federally-funded disaster recovery projects, additional compliance requirements may apply per Addendum A.

The following constitute Events of Default, organized by cure period:

• Critical Defaults: Failure to perform scheduled Services; failure to respond to emergency calls; health, safety, or environmental violations; property damage; abandonment of work
• Insurance Default: Lapse in any required coverage
• Administrative Defaults: Documentation deficiencies; minor non-compliance with administrative provisions

The following permit immediate termination without notice or cure: fraud or misrepresentation; criminal activity; insolvency or bankruptcy; loss of required licenses after applicable cure period; pattern of repeated defaults; violation of non-circumvention provisions; illegal dumping or hazardous waste violations.

Either Party may terminate for convenience upon thirty (30) days' written notice. Upon such termination, Vendor shall be compensated for Services satisfactorily performed through the termination date.

Upon termination, Vendor shall: (a) cease Services except as directed for orderly transition; (b) remove all personnel and equipment from Sites within five (5) days; (c) return all Company or Customer property; (d) provide reasonable transition assistance if requested; and (e) submit a final invoice within fifteen (15) days.

Each Party's total aggregate liability to the other shall be limited to the total Contract Price paid or payable under the Agreement, except for: (a) claims subject to a Party's indemnity obligations to a third party under Section 5; (b) claims arising from fraud or intentional misconduct; (c) breach of confidentiality or non-circumvention provisions; and (d) amounts recoverable under a Party's required insurance policies.

Neither Party shall be liable to the other for consequential, indirect, incidental, special, or punitive damages, lost profits, loss of business opportunities, or business interruption damages. This waiver does not limit: (a) liquidated damages as specified herein; (b) actual damages for breach of confidentiality or non-circumvention; or (c) costs to complete or correct deficient work.

Any claim by Vendor must be brought within one (1) year of accrual for payment claims, and two (2) years for all other claims, or shall be forever barred.

Vendor warrants that: (a) all Services shall be performed in a professional and workmanlike manner; (b) it has the requisite expertise, licenses, equipment, and resources to perform Services; (c) all Services shall comply with specifications and applicable laws; (d) all information provided to Company is true and complete; (e) all waste will be disposed of at properly licensed facilities; and (f) no illegal dumping will occur.

Warranty Periods: Workmanship defects, 30 days; Property damage, 90 days; Environmental issues, 1 year. If defects are discovered within these periods, Vendor shall re-perform at no cost or reimburse Company's correction costs.

Before initiating formal proceedings, the Parties shall attempt to resolve disputes through good faith discussion. The aggrieved Party shall provide written notice describing the dispute and requested resolution. The Parties shall meet within thirty (30) days to discuss resolution.

For disputes exceeding $25,000, if not resolved through discussion, either Party may require mediation in Tulsa, Oklahoma. Parties shall share the mediator's fees equally.

If mediation is unsuccessful, the dispute shall be submitted to mandatory and binding arbitration in Tulsa, Oklahoma, administered by the American Arbitration Association (AAA) under its commercial rules. The Parties waive the right to pursue litigation in any court for all disputes covered by this Agreement.

Notwithstanding the above, either Party may seek immediate injunctive relief in any court of competent jurisdiction for breach of confidentiality, non-circumvention, or other provisions where irreparable harm may occur.

Vendor shall continue performing Services during any dispute unless the Agreement has been terminated or Company has failed to pay undisputed amounts for more than forty-five (45) days.

Each Party shall bear its own attorneys' fees, expert fees, and costs in connection with any dispute, discussion, mediation, or arbitration, regardless of outcome. This section constitutes a knowing and voluntary waiver of any statutory or contractual right to recover such fees from the other Party.

Both Parties knowingly, voluntarily, and intentionally waive any right to trial by jury.

This Agreement constitutes the entire agreement and supersedes all prior agreements, proposals, and understandings relating to the subject matter hereof.

These Master Terms may be amended by Company without Vendor's signature or consent. An amendment is effective immediately upon the date posted on Company's website or thirty (30) days after Company sends written notice to Vendor, whichever is sooner. Amended terms automatically apply to any Work Orders or Purchase Orders executed or commenced after the effective date of the amendment.

No waiver of any provision shall be effective unless in writing. No waiver of any breach constitutes a waiver of any other breach.

If any provision is determined invalid or unenforceable, the remaining provisions continue in effect. The invalid provision shall be modified to the minimum extent necessary to render it enforceable.

Neither Party may assign this Agreement without prior written consent. Company may assign to any parent, subsidiary, affiliate, or successor without consent.

All legal notices shall be in writing and delivered by two methods: (a) email to Legal@BPMhelps.com (for Company) or to the email address on file (for Vendor); and (b) certified mail, return receipt requested, to the physical address in the Vendor Agreement (for Vendor) or to 4210 S. Elwood Ave., Tulsa, Oklahoma 74107 (for Company). Routine operational communications may be by phone, text, or email.

This Agreement is governed by Oklahoma law without regard to conflict of laws principles.

Neither Party is liable for failure or delay caused by acts of God, fire, epidemic, war, civil unrest, terrorism, or government orders. The affected Party shall provide notice within 24 hours and use reasonable efforts to mitigate and resume performance. Economic hardship, equipment breakdowns, and normal weather are not force majeure events. If force majeure continues for 30 days, either Party may terminate without liability.

Commencement of Services by Vendor under any Work Order or Purchase Order constitutes Vendor's knowing and voluntary acceptance of and agreement to be legally bound by all terms and conditions herein. A physically signed copy is not required for these terms to be legally binding. Vendor's execution of any related document by Electronic Signature also constitutes acceptance, and Electronic Signatures have the same legal effect as original signatures.

In the event of conflict between documents forming this Agreement, the following order governs: (1) Change Orders; (2) The Vendor Agreement or Work Order; (3) These Master Terms; (4) Exhibits. A provision in the Vendor Agreement or Work Order shall only supersede a specific provision in these Master Terms if it explicitly references the specific Section or Subsection number being superseded (e.g., "Notwithstanding Section 3.2, payment terms shall be Net 15").

The following provisions survive termination: Payment Terms (as to amounts due); Insurance and Indemnification; Confidentiality; Non-Circumvention; Limitation of Liability; Warranty; Dispute Resolution; and all General Provisions.

• Federal / FEMA Compliance Requirements — for federally-funded projects
• Security and Fire Watch Services — for personnel-based services
• Advance Payment and Mobilization — for disaster response pre-positioning