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Jon Gullette, Leggett&Platt Page 4
<br /> Terms and Conditions
<br /> 1.0 Introducer.
<br /> These Temss and Conditions are incorporated Inco the BSI Services and Souliuns(West)lot,('B51')PmryYt AutM1onzatlon Under(the'pareco e).Acceptance by
<br /> CI.IENroftho proposal means that it is agreed that a resulting contract washowhrdh governs the performance of the stated services prof the rights and
<br /> otherdebauched,this.Tserens and Corridors shot prevent Unless
<br /> nlessMS0,insttahleeed vthis
<br /> t ootf aenryshall remain va
<br /> emainvaMidMeen Mese Terms a W rbndreos and any
<br /> for three(3)rnoaWzfron,Ifw proposal date.
<br /> 2.0 Srarrdindal Servireaand Warranty
<br /> Services performed by HI under his Agreement shall M conducted Ia a manner ranosteMwdh that level of care and skill ordinary,pro meed by members of
<br /> the same profession mrremly practicing in th¢same locality under similar candidate.n warra petbet If any of Its completed serWcesfail to conform lothe
<br /> above prefessonal standard,89 will,at its own expense,perform mrcoL vu services of the rypeorgmagy pedrnmad as maybe raamrehlyrequred In the
<br /> dlureal of BSltooperm uch dcfats,ur.mi BSI h ii In wme,within six(6)morphs efthecomplation ofeervioes mdel'weryof prpbud.No other
<br /> reproprou on,ernes,oriented,and no warranty orguaantee Is Induced or irteoded in this Agreement,or in any report,opinion.document or otherwise.
<br /> 3.0 Paymerc Terms
<br /> Invtive,are due and payable W rep,atitsdgces,within fifteen(15)caleMar days after receipt of inedce.CLIENT agrees to pay Mtir a mallingfee more and
<br /> one-halt percent(15%)per month on all amounts not paid within one month after receipt of aware and Lather agrees Ulla while HI'S damage for late
<br /> payments are uncertain and dlificakm ascertain atths time,and fee ha reasonable estimate of BSI's demolisher late payments.BSI may,in addition,suspend
<br /> parfmmance 0timely payment Ie not rernived.
<br /> 0.0 OientleforTnaton
<br /> CLIENT warrants Me accwayand ormaetenessot information,(including,but not limited to,representador¢,specgiadons,drawings,maps,wrveys,reports,
<br /> bslurad and usage and opem exam,print,M previous s0einvMiganess and surf re or subsurface conditwhs atectirg the site),suppli el by it or its agents to
<br /> HI and aclopmeba Res Mat Mi Is relying upon orae Information or data in the preparatimmf Los proposal and rendering of services withmpfurtherverif¢etlon
<br /> by BSI ue m its enures ynr cunplo mess.The MEW agrees to defend,mdemnty and hold BSI harmless for any claims,papers,liabilities or costs,including
<br /> reasonable atorneys fees and wort costs("Indemnificetion"1 if impetration prwided by Me CLIENT is Ina¢urate or incomplete in anyway.
<br /> 5.0 Irwniang
<br /> Unless otherwise provided in the Prepwal,invoice,will generally be issued hi-weekly,or upon protea completion,whichever omens first
<br /> 6.0 Insurance
<br /> 051 declares that it maintains workers compensation and employer's liability insurance of a form and In an amount as required by the state in which the
<br /> services are her,performed;other cwereges will typically include:commercial general liability with limits of at 1eat$2,000,000 and amiambe e,liability
<br /> (indudingnomowrled and hired)'msuranswithlimitsof$S,OW,tW combined singlelicefiarbodilyin,m rid parous.,damage.
<br /> 0.0 Iratnanerrts of Service
<br /> J.1 BSI's sentiment,of Serves.".,Iof any document or mommal provided as pap of the agreed-upon dalverables underthis Agreement They are
<br /> prepared as x document for the exclusive use of CLIENT(and for internal training by Bob for the sole purpose resorbed in the scope and
<br /> COEtents.thererydarC9 or 1.1wtth ito pervdiis Iidorhanution fanny basis a sItblireatmaNeconfidentialitylletecllans("Authorized
<br /> than A wafvee any Bairn against a51 and agreesro prwlde further
<br /> for compensate
<br /> er EL fo any Injury,loss,recasts ss incurred Ing from any se of such than Authorized Use of 0.51',Instruments Of 5ervlrz.CUENTfurther agrees lu compensate B51 far alrytime spent or expenses incurred hy0511n tlefense of such
<br /> dem,In acwrdancewith HI's prevaillingfim sdredule'dM expense reimburserrrera policy.
<br /> T2 Notwithstanding any other provision to the ccndmry,Bel retains the rights of owneaship of any cnncems arising from Miss services.
<br /> gA Lienthe Uabigry
<br /> S.1 CUENTagrees W limitBSI's llabilityarisingtrom0i's professional action ,error;or Omission,,war that the bond aggregate liabilityaf H shall not
<br /> exceed$50.000 or MI'stutaHeefor the services rendered on the project In gmadm,whicheve-s greater exceptwhen said alts or hurricane offer are
<br /> ad CLINbhguiltyhtasnto fief prroor willful byamart focompeonectionsI da
<br /> g2 CUENfsihallrmth table to Mel amt gel shall not he liablem NENTforanYconaequentlal damages incurred by eiWur partydue tothe fauh aftheoMer,
<br /> regardles,ofthe nature ofthisfaut,orwMMer It was committed by NENTar ISSI tfmh employees,a,enis or wdrpmmaaarz.Consequential damages include.
<br /> but areint al eeto,buoy useand limitations,
<br /> prpfR
<br /> M3 operCLIENragreesto extendwry aubseshdi be con cert to ricil Indemnifications, banndtded by NENTOB9tond those employees
<br /> and and or heirs and xBBl retains
<br /> for pas Bo's agents,
<br /> of She work.These shall be concert to indudp but net oplibl s limited[o,B51's officers and employees antl theirheirs and assigns,as
<br /> well az gel's agents,sub-mnwltanis,and subcon[maors outl IM1eiroBcers,empbyees,heirs,and assigns
<br /> 9.0 RerrvNngofaSlEmplaynes
<br /> CLIENT understands that he relsti.evor,between HI and its employees are ronfldentlal loperma er,that Bel has invested significant financial and labor
<br /> resources in its 4A,and that BS'S employees possess or are aware of His rnnfidcrNal business information and trade,¢ners.Therefore,CLIENT agrees that
<br /> it wi0 not will Indirectly or directly,H employees ofwhnm(HENT became aware as real Nthe employee's pedoani ng wrvices for CLIENT covered by
<br /> this Agreement,durngthe term of this Agreement and fare period of twelve(12)months aftermarrinath n wclwut coupon permission from an efficerof B9.
<br /> Should CLIENT directly or Indirectly inhibit ,.it hire area,H employee pumps performance or within twelve months after IM termination of this
<br /> Agreement,wild or wclnut WE present,MEW agrees to pay BL a conversion fee to compensate gel far not or potential losses equal to one-hundred
<br /> pereert(100%)of the come ee',issmat tube annual compensation.Hl and CLIENT agree and tlpolate that while Mil's lossesurdamages are ski to
<br /> .CCrtain,said Ice i5 a red5orllhe etyma[¢N ellCh losses ordamage5.
<br /> 10.0 Dispute Resolution
<br /> Ifare Court of port etentj men ion Mid,any porton o`i[bis Agreemercto be invalid or unenforceable,the remaining provisions will nevertheless continue
<br /> without impalrmeM.Thls Agreemerc is assessment by California law and Saner Clara County,California shall he Me exclasivejurisdiden forievelpim oration
<br /> related to BSM,scMasto CLIENT,wirh the prNdgingpaM1y Entitled W recover its Traceable attr meys'rees and costs.
<br /> 11.0 Termlmtion far Convenierwe
<br /> Client or BBI mayterminate a proleaforcar mence up—ten(10)dil lmr written notice.Provided,hwvevenfgra pm)eathat I$either gerationdan
<br /> 5100,000in value or is scheduled to be lan,r ive,three(3)masers in daratle,the terminating petty shag provide the otherat leas six,(60)darl prior
<br /> written retire of the peeked termination date.Upon term mardap of such project,Client shall pay fel for all profea-zplimbed fees and expenses due and
<br /> accrued as otthe tletred tammadon date.
<br /> BSI Proposal Na. 682599 Leggett and Platt SPCC Update PAO 041099
<br /> This proposal is considered Confidential Si Proprietary information to BSI services and Solutions(West)Inc.,d/b/a 051 ERS Services and solutions(Iter).It
<br /> shall be used only for consideration ofthis recle'rL Disclosure to other parties outside of Il rumpany is prohibited scroll express written consent
<br /> by 351.
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