This WORKSMITH LOCAL PROVIDER AGREEMENT (the "Agreement") governs your ("Local Provider" or "you") use of the Worksmith Platform.

Whereas, Worksmith provides the Worksmith Service (as defined below) that enables local service providers and corporate clients to communicate and connect.

Whereas, Local Provider wishes to utilize the Worksmith Service in connection with Local Provider's provision of services to corporate clients through the Worksmith Service in accordance with this Agreement.

In consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Worksmith and Local Provider, intending to be legally bound, hereby agree as follows:

I. Definitions

A. Worksmith Platform means the proprietary technology platform made available to Local Providers on a subscription services basis (including all related ideas, concepts, systems, software, interfaces, tools, utilities, templates, forms, content, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information).

B. Worksmith Client(s) means organizations who subscribe to the Worksmith Service and who engage Local Provider directly from time to time via the Worksmith Service.

C. Provider Services means services that Local Provider may provide to Worksmith Clients under a Service Order and which are monitored through the Worksmith Service.

D. Service Order means an order that Local Provider fulfills to provide Provider Services to Worksmith Clients directly, issued and managed through the Worksmith Vendor Portal.

E. Worksmith Service Data means aggregated and anonymized data that is generated by the Worksmith Platform, the Worksmith Services or through Worksmith's proprietary technologies.

F. Worksmith Services means the subscription service offered by Worksmith through the Worksmith Platform to connect Local Providers with Worksmith Clients.

G. Service Address means the specific physical address(es) identified on a Service Order at which Provider Services are to be performed.

H. Worksmith Vendor Portal means the vendor-facing interface of the Worksmith Service through which Local Providers receive Service Orders, review Worksmith Client requirements and location data, accept or decline Service Orders, document service performance, and submit invoices.

I. Authorized Client Representative means the individual identified by the Worksmith Client (via the Worksmith Vendor Portal or other Worksmith Service communication) as authorized to verify Local Provider's presence, approve scope changes, and acknowledge completion of Provider Services at a Service Address.

J. Not-to-Exceed Amount or "NTE" means the maximum amount that Local Provider may incur or charge for a Service Order without prior written authorization from Worksmith (email or in-Portal communication to suffice).

K. Time Preference means the scheduling constraint specified for a Service Order in the Worksmith Vendor Portal, indicating when Provider Services must be performed, which will be one of: (i) before the Service Address opens for business; (ii) during the Service Address's business hours; (iii) after the Service Address closes for business; or (iv) no preference.

L. Cost of Cure means the actual, documented, reasonable cost incurred by Worksmith or the Worksmith Client to remedy, complete, or replace unauthorized, non-conforming, or defective Provider Services.

M. Chargeback means a deduction from amounts otherwise payable to Local Provider, or an offset against future payments to Local Provider, applied by Worksmith in accordance with this Agreement.

N. Client Property Lien means any mechanic's lien, materialman's lien, construction lien, stop notice, claim of lien, encumbrance, charge, or other security interest of any kind filed, recorded, placed, or asserted against (i) the real or personal property of any Worksmith Client; (ii) any Worksmith Client's leasehold or other interest in real property at any Service Address; or (iii) any improvements situated thereon, in each case in connection with the Provider Services or any amounts owed under this Agreement.

II. Worksmith Service; Access; Delivery Confirmation

A. Subscription. The Worksmith Service is provided hereunder on a monthly subscription basis. Local Provider may utilize the Worksmith Service to connect with potential Worksmith Clients, provide updated information about the status of Provider Services (which shall be provided under a separately executed Service Order between Worksmith Client and Local Provider), submit invoices, etc. Upon acceptance of a Service Order by the Worksmith Client, the Worksmith Service will notify Local Provider that the Service Order has been accepted and such notice shall include the Worksmith Client's address information, service delivery timeframes or any other pertinent information as applicable. Local Provider is required to review all Service Order details — including Service Address, Authorized Client Representative, scope of work, NTE, Time Preference, and Worksmith Client-specific requirements presented in the Worksmith Vendor Portal — prior to accepting a Service Order. Acceptance of a Service Order constitutes Local Provider's acknowledgement of, and agreement to comply with, all such Service Order metadata and requirements.

B. Platform Fees and Pricing.

1. Pricing. Provider will submit its best wholesale price to Worksmith, contemplating the opportunity for additional business from Worksmith, help with customer service, billings/collections and software that it may receive from Worksmith.

2. Worksmith Platform Fee. Providers will be subject to a platform fee that will be deducted from ensuing payments. The platform fee schedule is as follows: Platform Fee (0 to $1000 — Free); Platform Fee ($1000 to $4999.99 — 2.9%); Platform Fee ($5000 and up — 3.9%).

C. Worksmith Clients and Provider Services. Local Provider acknowledges and agrees that the Provider Services are contracted for directly between Worksmith Client and Local Provider. As such, Worksmith shall not be responsible for the quality of the services, risk of loss, defective services or other non-performance by Local Provider. Notwithstanding the foregoing, this Agreement establishes Local Provider's direct compliance, quality, performance, conduct, and indemnification obligations to Worksmith, including those set forth in Sections III, IV, V, VI, VIII, X, and XIII; Local Provider's breach of any such obligation gives rise to Worksmith's remedies under this Agreement regardless of the contractual relationship between Local Provider and the Worksmith Client.

D. Local Provider Payments

1. All payments by a Worksmith Client for Provider Services shall be made through the Worksmith Service. In the event a Provider submits a direct invoice to a Client, the invoiced amount shall reflect retail pricing, not wholesale pricing. Such conduct may result in disciplinary action against the Provider, including, but not limited to, removal from the Worksmith platform.

2. Local Provider shall submit all invoices directly to Worksmith for Provider Services rendered to a Worksmith Client within 24 hours of work being completed and all such invoices shall be submitted through the Worksmith Service. Any services not marked "complete" on the Worksmith platform within sixty (60) days from the date of service shall be permanently deleted, and no payment shall be remitted under any circumstances.

3. Payments to Local Providers shall be made three times per month and are payable forty-five (45) days from the date of invoice. Worksmith offers early payment options and payment insurance for additional fees.

4. All work must be approved through the Worksmith Platform. In the event that work is completed without such approval, the service provider may forfeit the right to payment for the services rendered and shall be liable for any resulting loss of revenue. For the avoidance of doubt, "approved" means an active Service Order on which Local Provider has confirmed the Service Address, Authorized Client Representative, scope, NTE, and Time Preference, and the Provider Services performed are within all such Service Order metadata. Worksmith's remedies in this Section II.D.4 are in addition to its rights under Section VI (Worksmith Remedies; Suspension and Chargebacks).

5. The Worksmith Service Fee shall be calculated based on the invoice total for each Local Provider invoice submitted through Worksmith.

6. Invoice payments to Local Provider shall be net of the Worksmith Service Fee and any Chargebacks or Cost of Cure offsets applied in accordance with this Agreement.

E.  Pricing and Rate Changes.

1. Approved Rates. The rates payable to Local Provider for Provider Services are the rates set forth in (a) Local Provider's profile in the Worksmith Vendor Portal, (b) any client-specific rate schedule communicated through the Worksmith Vendor Portal, and (c) the pricing applicable to a particular Service Order as confirmed in the Worksmith Vendor Portal (collectively, the "Approved Rates"). Worksmith and, where applicable, the Worksmith Client are entitled to rely on the Approved Rates in pricing and authorizing Service Orders.

2. Rate Changes Require Prior Written Approval. Local Provider may propose changes to its Approved Rates no more frequently than once per calendar year, with at least sixty (60) days' prior written notice submitted through the Worksmith Vendor Portal. No proposed rate change will take effect unless and until Worksmith has affirmatively approved the change in writing through the Worksmith Vendor Portal, and, where the change affects a particular Worksmith Client's pricing, that Worksmith Client has also approved the change in writing. Worksmith's continued acceptance of Service Orders, payment of invoices, silence, or other course of dealing does not constitute approval of a proposed rate change.

3. Effective Date; Service Order Pricing. An approved rate change is effective only on the effective date stated in Worksmith's written approval and applies only to Service Orders issued on or after that effective date. The Approved Rates in effect on the date a Service Order is issued govern that Service Order regardless of when the Provider Services are performed, invoiced, or paid.

4. No Retroactive Application. Under no circumstances will Worksmith or any Worksmith Client be obligated to pay, back-pay, or true-up at an increased rate for Provider Services performed under (or for Service Orders issued prior to the effective date of) the change. Any invoice that purports to apply an increased rate retroactively, or to apply a rate higher than the Approved Rates in effect on the date the related Service Order was issued, will be paid by Worksmith at the Approved Rates and the excess will be deemed disallowed in full.

5. Unauthorized Rate Increases. Local Provider's submission of an invoice at a rate higher than the Approved Rates (whether by unilateral notice, email, course of dealing, or otherwise) without Worksmith's prior written approval in accordance with this Section II.E is a material breach of this Agreement. In addition to Worksmith's other remedies, Worksmith may (a) pay only at the Approved Rates and disallow the excess; (b) apply a Chargeback equal to any overpayment previously made at unauthorized rates; and (c) suspend or terminate under Section VI.

F. Open Service Orders. Worksmith Clients may elect to engage Worksmith to maintain an open Service Order to assist Worksmith Clients in addressing one-time, emergency or other situations in a timely fashion ("Open Service Order"). A Service Order shall not be deemed an Open Service Order unless expressly indicated on a particular Service Order.

G. Additional Worksmith Services. From time to time, Worksmith may offer its Local Providers additional fee-based Worksmith Services, at Local Provider's option. Furthermore, upon thirty (30) days' notice to Local Provider, Worksmith may charge subscription fees for the basic Worksmith Services.

H. Access. Local Provider shall maintain an active account with Worksmith to use the Worksmith Service. Local Provider shall notify Worksmith immediately if Local Provider believes an unauthorized third party may be using Local Provider's account. Worksmith will not be liable for any loss resulting from an unauthorized person using an account, passwords or any assigned credentials.

I. Local Provider Delivery Confirmation. Local Provider will provide immediate confirmation with timestamp through Worksmith to confirm that each Provider Service (including any remediation action) has taken place. For the avoidance of doubt, this confirmation must happen as the action takes place, and no later than the end of day on the day that the action occurred. Local Provider agrees that in certain instances multiple service attempts may be required, within reason, and agrees to make best efforts to fulfill the original commitment. If a Provider Service is unable to be completed by Local Provider or if there are any issues in the course of attempting to complete said Service, Provider will send notification through Worksmith. Delivery confirmation shall include, at a minimum: (i) geo-tagged or timestamped check-in at the Service Address upon arrival; (ii) the name of the Authorized Client Representative who validated Local Provider's on-site presence; (iii) before-and-after photographs of the work area sufficient to evidence the services performed; and (iv) the Authorized Client Representative's confirmation of completion submitted through the Worksmith Vendor Portal (or, where the Worksmith Client operates on a third-party platform identified in the Service Order, through that platform). Local Provider may not invoice for a Service Order until the delivery confirmation requirements in this Section II.I are satisfied.

III. Local Provider Compliance and Service Standards

Local Provider acknowledges that Worksmith's Worksmith Clients (including without limitation enterprise and luxury retail clients) require predictable, high-quality, brand-appropriate service delivery, and that Worksmith's ability to operate the Worksmith Service depends on Local Provider's strict compliance with the standards in this Section III. Each of the following obligations is material to this Agreement.

A. Pre-Work Verification

Before commencing any work under a Service Order, Local Provider will confirm: (i) that the Service Address on-site matches the Service Address identified on the Service Order; (ii) the identity of the Authorized Client Representative (or, if no Authorized Client Representative is on-site, confirm in writing through the Worksmith Vendor Portal that Local Provider is authorized to proceed); (iii) the authorized scope of work; (iv) the NTE; and (v) the Time Preference, and that the current time falls within the authorized Time Preference window. If any of the foregoing cannot be confirmed, Local Provider will not commence work and will immediately notify Worksmith through the Worksmith Vendor Portal.

B. Scope Adherence

Local Provider will perform only the services expressly authorized by the Service Order, and only to the extent the performance is (a) within the authorized scope, (b) within the NTE, and (c) within the Time Preference window. Any work performed outside the authorized scope, in excess of the NTE without prior written authorization through the Worksmith Vendor Portal, or outside the Time Preference window is unauthorized work, regardless of whether the Authorized Client Representative or any other person on-site requests or appears to request it. Unauthorized work is not eligible for payment and may be subject to the remedies set forth in Section VI. For the avoidance of doubt, where a Service Order authorizes a defined scope at or below the NTE within an applicable Time Preference window, Local Provider may complete that work on a single visit — including an initial assessment visit — without a separate or follow-on Service Order.

C. NTE Compliance

Local Provider will not incur or charge any amounts for a Service Order that exceed the NTE without first obtaining written authorization through the Worksmith Vendor Portal (or, in true emergencies, by telephone with immediate written follow-up). Any amount incurred above the NTE without prior written authorization is at Local Provider's sole risk and may be subject to a Chargeback equal to the full overage.

D. Time Preference Compliance

Local Provider will schedule and perform Provider Services strictly within the Time Preference window specified on the Service Order. If the Time Preference is "before the Service Address opens for business," Local Provider will not commence or continue Provider Services after the Service Address opens. If the Time Preference is "after the Service Address closes for business," Local Provider will not commence Provider Services before the Service Address closes. If the Time Preference is "during the Service Address's business hours," Local Provider will perform Provider Services only within those hours. If the Time Preference is "no preference," Local Provider will use good judgment to minimize disruption to the Worksmith Client's operations, customers, and brand experience. If Local Provider cannot perform within the authorized Time Preference window, Local Provider will reschedule the Service Order through the Worksmith Vendor Portal or seek written authorization through the Worksmith Vendor Portal to perform outside the window; performance outside the authorized Time Preference window without such written authorization is unauthorized work under Section III.B.

E. Personnel and Subcontractors

Local Provider is responsible for the acts and omissions of all of its personnel (including employees and any subcontractors permitted under this Section III.F). Local Provider will: (i) deploy only personnel who are qualified, trained, properly licensed, and (where required by the Service Order or the Worksmith Vendor Portal) background-checked to the standard specified; (ii) cause personnel to comply with all of Local Provider's obligations under this Agreement; and (iii) not subcontract performance of any Service Order to a third party without Worksmith's prior written consent. Use of any unapproved subcontractor is a material breach of this Agreement.

F. Professional Conduct and Appearance

Local Provider personnel will: (i) present a professional appearance appropriate to the Service Address; (ii) wear identification sufficient to confirm their identity and association with Local Provider; (iii) refrain from the use of alcohol, illegal drugs, or impairing substances while on a Service Address; (iv) refrain from harassing, threatening, or discriminatory conduct; and (v) comply with all on-site safety, security, and conduct policies of the Worksmith Client communicated through the Worksmith Vendor Portal.

G. Licensing, Permits, and Compliance with Laws

Local Provider will hold and maintain all licenses, certifications, registrations, and permits required by applicable law for the performance of Provider Services and will perform all Provider Services in compliance with applicable federal, state, and local laws, regulations, and ordinances, including health and safety requirements (e.g., OSHA where applicable). Local Provider will furnish evidence of such licenses, certifications, registrations, and permits to Worksmith upon request.

H. Worksmith Client Requirements (Work-Order Passdown)

Worksmith Client-specific requirements (including without limitation site access rules, hours of operation, customer-facing area restrictions, customer interaction rules, brand and appearance standards, photography and recording restrictions, background-check requirements, security protocols, and reporting requirements) are presented to Local Provider in the Worksmith Vendor Portal at the Service Order level based on the location data and requirements made available by the Worksmith Client. Local Provider is required to review these requirements prior to accepting a Service Order, and by accepting a Service Order, Local Provider agrees to comply with the Worksmith Client requirements presented for that Service Order. Where a Worksmith Client requirement is materially inconsistent with this Agreement, Local Provider will notify Worksmith through the Worksmith Vendor Portal before accepting the Service Order.

IV. Insurance

At all times during the term of this Agreement and during the performance of any Provider Services, Local Provider will, at its sole cost and expense, procure and maintain in full force and effect the following insurance with insurers licensed in the jurisdictions where Provider Services are performed and with an A.M. Best rating of A- or better:

(a) Commercial General Liability: not less than $1,000,000 per occurrence and $2,000,000 aggregate, including premises/operations, products-completed operations, personal and advertising injury, contractual liability, and independent contractors coverage;

(b) Workers' Compensation: as required by applicable law, plus Employer's Liability with limits not less than $1,000,000 per accident/disease;

(c) Commercial Auto Liability (covering owned, hired, and non-owned vehicles): not less than $1,000,000 combined single limit per occurrence

(d) Umbrella/Excess Liability: not less than $1,000,000 per occurrence, excess of the foregoing primary policies;

(e) Professional Liability / Errors & Omissions: where the Provider Services include professional or technical services, not less than $1,000,000 per claim/aggregate; and

(f) Such additional coverages as identified on a Service Order or required by a Worksmith Client, in the amounts identified.

Each policy will: (i) name Worksmith and (where contractually required by the Worksmith Client) the Worksmith Client as additional insureds with respect to the Provider Services; (ii) be primary and non-contributory with respect to any insurance maintained by Worksmith or the Worksmith Client; and (iii) include a waiver of subrogation in favor of Worksmith and the Worksmith Client. Local Provider will furnish to Worksmith a certificate of insurance evidencing the foregoing prior to performing any Provider Services and upon any renewal or material change in coverage. Local Provider will give Worksmith at least thirty (30) days' prior written notice of cancellation or material reduction of coverage. Maintenance of insurance does not limit Local Provider's liability under this Agreement.

V. Quality, Performance, and Remediation

Local Provider will perform all Provider Services in a good and workmanlike manner consistent with the highest standards of the applicable trade. If, within ninety (90) days following completion of a Provider Service, the Worksmith Client or Worksmith identifies a material defect or non-conformity in the Provider Service that is attributable to Local Provider, Local Provider will, at Worksmith's election: (i) re-perform the affected work at no additional charge; (ii) refund all amounts paid for the affected work; or (iii) reimburse Worksmith or the Worksmith Client for the Cost of Cure. Worksmith may also evaluate Local Provider's performance through scorecards, ratings, and metrics published in the Worksmith Vendor Portal, and Local Provider's sustained failure to meet published performance thresholds is grounds for suspension or termination for cause under Section VI.

VI. Worksmith Remedies; Suspension and Chargebacks

A. Chargebacks

Without limiting any other remedy under this Agreement, Worksmith may apply a Chargeback against amounts otherwise payable to Local Provider for: (i) unauthorized work (including work performed outside the authorized scope of a Service Order, outside the authorized Time Preference window, or at a location other than the Service Address); (ii) amounts incurred above the NTE without prior written authorization; (iii) non-conforming work that Local Provider has failed to cure within a reasonable time after notice; (iv) repeated or material failures to meet delivery confirmation, documentation, or Worksmith Client requirements applicable to a Service Order; (v) any amount invoiced or paid in excess of the Approved Rates in violation of Section II.E (Pricing and Rate Changes); and (vi) any amount that Worksmith has paid or refunded to a Worksmith Client as a result of Local Provider's acts or omissions. Worksmith will provide Local Provider with reasonable notice and supporting documentation of any Chargeback and an opportunity to respond before the Chargeback is applied, except in cases of fraud or willful misconduct.

B. Cost of Cure

Where the Provider Services are non-conforming or otherwise give rise to a duty to remediate, Worksmith may engage a substitute provider to perform the cure and pass the Cost of Cure through to Local Provider as a Chargeback or invoice.

C. Suspension

Worksmith may suspend Local Provider's access to the Worksmith Service, including the ability to receive new Service Orders, at any time and without prior notice, if Worksmith reasonably believes that Local Provider: (i) has violated Section III (Compliance and Service Standards), Section IV (Insurance), Section X (Anti-Corruption, Sanctions, and Ethics), or any other material obligation; (ii) has failed to maintain required insurance, licenses, certifications, or background checks; (iii) is the subject of an investigation related to safety, fraud, harassment, or other conduct that materially threatens Worksmith's reputation or its relationship with a Worksmith Client; or (iv) has materially or repeatedly failed to meet published performance standards. During suspension, pending Service Orders may be reassigned at Worksmith's discretion. Suspension is not a waiver of any other right or remedy.

D. Termination for Cause

In addition to the termination rights set forth in Section XI (Termination and Non-Circumvention), Worksmith may terminate this Agreement immediately upon written notice if Local Provider: (i) performs work outside the scope of an authorized Service Order at a Worksmith Client location; (ii) performs work at a location other than the Service Address; (iii) exceeds the NTE without authorization in a manner that causes a Worksmith Client to incur material unbudgeted cost; (iv) performs work outside the authorized Time Preference window in a manner that materially disrupts the Worksmith Client's operations, customers, or brand experience; (v) fails to maintain insurance required under Section IV; (vi) materially breaches the Worksmith Client requirements applicable to a Service Order (Section III.H); (vii) files or fails to timely cure a Client Property Lien in violation of Section XIV; (viii) breaches Section X (Anti-Corruption, Sanctions, and Ethics); or (ix) engages in fraud or willful misconduct. Termination under this Section VI.D does not limit Worksmith's right to Chargebacks, Cost of Cure, indemnification, or other remedies.

VII. Proprietary Rights and Licenses

A. Worksmith Subscription License to Local Provider. Subject to compliance with the terms of this Agreement, Worksmith hereby grants to Local Provider a limited, non-exclusive and non-transferable license to use the Worksmith Platform on a subscription basis until termination of the Agreement. Except for the limited rights and licenses expressly granted to Local Provider hereunder, no other license is granted, and no other use is permitted.

B. Ownership. Worksmith (and its licensors) shall own and retain all right, title and interest (including all intellectual property and any other proprietary rights) in and to the Worksmith Platform, Worksmith Services, Worksmith Service Data, methodologies, templates, economic models and strategic frameworks, (including all improvements, developments, customizations, extensions and derivatives thereof) (collectively, "Worksmith Intellectual Property").

C. Use Restrictions. Local Provider agrees not to: (1) copy, modify, adapt, translate, or otherwise create derivative works of the Worksmith Intellectual Property or any software, services, or other technology of third-party vendor(s) or hosting partner(s) who Worksmith engages to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Worksmith Service; (2) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Worksmith Intellectual Property; (3) rent, lease, sell, resell, assign, sublicense, or otherwise transfer rights in or to the Worksmith Intellectual Property, or otherwise allow any third party to use or access the Worksmith Platform; (4) remove or modify any proprietary notices, legends, or labels on the Worksmith Intellectual Property; (5) use, post, transmit, or introduce into the Worksmith Platform or other Worksmith Intellectual Property any device, software, virus, worm, back door, Trojan Horse, similar harmful code, or routine which interferes or attempts to interfere with the operation of the Worksmith Platform or other Worksmith Intellectual Property; (6) use or access the Worksmith Intellectual Property in a manner that: (a) violates any applicable laws; (b) violates the rights of any third party; (c) purports to subject Worksmith to any other obligations; or (d) for any purpose not specifically permitted in this Agreement; or (7) use the Worksmith Services in any situation where failure or fault of the Worksmith Service could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Local Provider may not use, or permit any other person to use, the Worksmith Service in connection with aircraft or other modes of mass transportation, nuclear or chemical facilities, police or ambulance services or medical life support devices.

VIII. Audit Rights and Records

Local Provider will maintain accurate records of (i) personnel credentials, licenses, certifications, and background checks; (ii) insurance policies and certificates; (iii) service performance documentation, including photographs and Authorized Client Representative confirmations; and (iv) invoices, payments, and Chargebacks under this Agreement, in each case for at least three (3) years following the applicable Provider Service. Worksmith may, upon reasonable prior notice and not more than once per twelve (12)-month period (or more often in connection with a documented incident, complaint, or audit by a Worksmith Client), examine such records and Local Provider's compliance with this Agreement, either directly or through a representative bound by appropriate confidentiality obligations.

IX. Confidentiality and Brand Protection

A. Confidentiality. The receiving party of any Confidential Information will use the disclosing party's Confidential Information solely to perform its obligations and exercise its rights under this Agreement. "Confidential Information" shall mean with respect to either party any information disclosed by such party to the other party in connection with this Agreement. Confidential Information includes, without limitation, Worksmith Client-identifying information, Service Address data, NTE pricing data, Service Order content, the Worksmith Vendor Portal, and any non-public information regarding a Worksmith Client's premises, operations, or customers. The receiving party will take all precautions necessary to safeguard the confidentiality of the disclosing party's Confidential Information. The receiving party will have no confidentiality obligation hereunder with respect to any portion of the disclosing party's Confidential Information that (a) the receiving party independently developed without reference to the Confidential Information from the disclosing party, as proven by the written records of the receiving party, (b) the receiving party lawfully obtained from a third party under no obligation of confidentiality, (c) is or becomes available to the public other than as a result of an act or omission of the receiving party or any of its employees or (d) the receiving party is compelled to disclose pursuant to legal process provided by a court of competent jurisdiction or government body or agency. In the event the receiving party is required to disclose Confidential Information of the disclosing party pursuant to legal process provided by a court of competent jurisdiction or government body or agency, such party (provided that notification is not prohibited by such process) will promptly notify the disclosing party to allow intervention in response to such process.

B. Brand Protection. Local Provider will not, without Worksmith's prior written consent (which may be conditioned on the consent of the affected Worksmith Client): (i) use a Worksmith Client's name, trademarks, logos, premises images, or merchandise in Local Provider's marketing or social media; (ii) make public statements regarding services performed for a Worksmith Client; or (iii) photograph or record Worksmith Client customers, employees, merchandise, or interiors except as required for delivery confirmation under Section II.I, and in such case the records will be used only for the purpose of completing and validating the Service Order.

X. Anti-Corruption, Sanctions, and Ethics

Local Provider will comply with all applicable anti-bribery, anti-corruption, and trade laws (including the U.S. Foreign Corrupt Practices Act). Local Provider will not, directly or indirectly, offer, pay, promise, solicit, or accept any improper payment, kickback, or other benefit in connection with this Agreement or any Provider Services. Local Provider represents and warrants that neither Local Provider nor any of its personnel is (a) the subject of any applicable sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, the United Kingdom, or other relevant sanctions authority, or (b) located or organized in a country or territory that is the subject of comprehensive sanctions. Local Provider will promptly notify Worksmith of any actual or suspected violation of this Section X.

XI. Termination and Non-Circumvention

A. Either party may terminate this Agreement immediately upon written notice, however, any pending Service Orders shall be fulfilled under the terms of this Agreement. Worksmith reserves the right at any time to modify or discontinue, temporarily or permanently, Local Provider's access to the Worksmith Service. Additional grounds for termination for cause are set forth in Section VI.D.

B. Effects of Termination. Upon any termination or expiration of this Agreement, all rights, obligations and licenses of the parties will cease, except that (a) all obligations that accrued prior to the effective date of termination will survive and (b) the provisions of the sections entitled Definitions; Local Provider Compliance and Service Standards (with respect to in-process Service Orders); Insurance (with respect to liabilities arising during the term); Worksmith Remedies; Proprietary Rights and Licenses; Audit Rights and Records; Confidentiality and Brand Protection; Anti-Corruption, Sanctions, and Ethics; Termination and Non-Circumvention; Representations, Warranties, Disclaimers and Limitation of Liability; Indemnity; No Liens on Client Property; Dispute Resolution; and Miscellaneous will survive.

C. Local Provider acknowledges that Worksmith has devoted substantial time and resources to develop business relationships with Worksmith Clients. As such, Local Provider agrees that for a period of twenty-four (24) months after termination of this Agreement or a particular Service Order, Local Provider will not directly or indirectly solicit, accept work from, or perform services for (i) any Worksmith Client to which Local Provider was introduced or for which Local Provider performed Provider Services through the Worksmith Service, or (ii) any prospective Worksmith Client to which Local Provider was introduced through the Worksmith Service, in each case other than through the Worksmith Service. Local Provider acknowledges that a breach of this Section XI.C will cause substantial harm that is difficult to quantify, and the parties agree that Worksmith may seek injunctive relief and recover damages including, where appropriate, an amount equal to twelve (12) months of Worksmith's lost margin attributable to the circumvented relationship.

XII. Representations and Warranties; Disclaimers and Limitation of Liability

A. Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. Local Provider additionally represents and warrants that: (d) Local Provider holds all licenses, certifications, registrations, and permits required to perform the Provider Services; (e) Local Provider and its personnel will perform the Provider Services in compliance with all applicable laws and the standards in Section III; (f) the Provider Services will be performed in a good and workmanlike manner consistent with the highest standards of the applicable trade; and (g) Local Provider has not been debarred or suspended from working with any government or enterprise customer.

B. NO WARRANTY FOR WORKSMITH SERVICES. LOCAL PROVIDER'S USE OF THE WORKSMITH SERVICE IS AT LOCAL PROVIDER'S SOLE RISK. THE WORKSMITH SERVICE IS PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." LOCAL PROVIDER SHALL BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF APPLICATIONS AND CONTENT FROM THE WORKSMITH SERVICE OR WORKSMITH CLIENTS. WORKSMITH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WORKSMITH SERVICE, THE LOCAL PROVIDERS OR PROVIDER SERVICES. LOCAL PROVIDER UNDERSTANDS THAT WORKSMITH USES AFFILIATES, THIRD-PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, AND RELATED TECHNOLOGY REQUIRED TO RUN THE WORKSMITH PLATFORM AND THAT WORKSMITH IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED BY SUCH THIRD PARTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WORKSMITH DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT WORKSMITH MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

C. LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF LOCAL PROVIDER'S FRAUD, NEGLIGENCE, MISCONDUCT OR BREACH OF SECTION XI.C (NON-CIRCUMVENTION), LOCAL PROVIDER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION XIII, LOCAL PROVIDER'S BREACH OF SECTION III (COMPLIANCE AND SERVICE STANDARDS), SECTION IV (INSURANCE), SECTION IX (CONFIDENTIALITY AND BRAND PROTECTION), SECTION X (ANTI-CORRUPTION, SANCTIONS, AND ETHICS), OR SECTION XIV (NO LIENS ON CLIENT PROPERTY), NEITHER PARTY WILL BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL. WORKSMITH WILL NOT BE LIABLE FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE THOUSAND DOLLARS ($1,000) UNDER THIS AGREEMENT. For clarity, the $1,000 aggregate cap applies only to Worksmith's liability to Local Provider and does not limit Local Provider's liability to Worksmith.

XIII. Indemnity

Local Provider agrees to indemnify, defend and hold harmless, at Local Provider's expense, Worksmith and its officers, directors, agents and employees, and (where Worksmith is required to extend such protection to its Worksmith Clients) the applicable Worksmith Client and its officers, directors, agents and employees, against any demand, suit, claim, loss, damage or action by a third party that is related to (a) Local Provider's provision of services to a Worksmith Client or (b) any fraud, negligence or misconduct by Local Provider (including any personnel or contractors employed by Local Provider); (c) any bodily injury, death, or property damage occurring at a Service Address that is caused in whole or in part by Local Provider or its personnel; (d) any unauthorized work, NTE overage, or work outside the authorized Time Preference window performed by Local Provider; (e) any breach by Local Provider of Section III (Compliance and Service Standards), Section IV (Insurance), Section IX (Confidentiality and Brand Protection), or Section X (Anti-Corruption, Sanctions, and Ethics); (f) any claim that Local Provider's personnel are employees or agents of Worksmith or any Worksmith Client; or (g) any Client Property Lien filed, recorded, or asserted by Local Provider or any Lien Party in violation of Section XIV.

XIV. No Liens on Client Property; Lien Waivers

A. Prohibition

Notwithstanding any other provision of this Agreement or any other agreement to which Local Provider is or becomes a party, Local Provider will not, and will cause each of Local Provider's personnel, subcontractors, suppliers, and downstream providers (collectively, "Lien Parties") not to, directly or indirectly, file, record, place, threaten, or maintain any Client Property Lien. This prohibition applies regardless of any default by Worksmith, any dispute between Worksmith and Local Provider, or any direction from any Lien Party.

B. Lien Waivers on Payment

As a condition to each payment made by Worksmith to Local Provider for Provider Services, Local Provider will deliver to Worksmith an unconditional waiver and release of lien rights in the form reasonably requested by Worksmith (or the form required by applicable law for the jurisdiction in which the Provider Services were performed), executed by Local Provider and, upon Worksmith's reasonable request, by each Lien Party that performed work or supplied materials in connection with the underlying invoice.

C. Permitted Remedies

If Worksmith fails to pay Local Provider amounts properly invoiced and not subject to a bona fide dispute under this Agreement, Local Provider's exclusive remedies (in addition to the dispute resolution procedures in Section XV) are: (i) to file, record, or assert a lien, claim, or other security interest against Worksmith (but not against any Worksmith Client, any Worksmith Client's property, any Service Address, or any improvements situated thereon); and (ii) by mutual written agreement with Worksmith and the affected Worksmith Client, to remove materials previously installed by Local Provider or to revert work previously completed by Local Provider, in each case at Local Provider's sole cost and subject to Local Provider's obligation to restore the Service Address to its prior condition. For the avoidance of doubt, nothing in this Section XIV.C limits Local Provider's ability to pursue dispute resolution under Section XV or to seek damages against Worksmith.

D. Indemnity for Improper Liens

Local Provider will defend, indemnify, and hold harmless Worksmith and each affected Worksmith Client against any Client Property Lien filed, recorded, placed, or asserted by Local Provider or any Lien Party in violation of this Section XIV, including all costs of bonding around, releasing, or discharging the lien, attorneys' fees, expert fees, court costs, and any consequential losses suffered by Worksmith or the affected Worksmith Client. This indemnity is in addition to, and not in lieu of, Local Provider's indemnification obligations in Section XIII.

E. Cure Period

Upon written notice from Worksmith of any Client Property Lien filed, recorded, or asserted in violation of this Section XIV, Local Provider will, within ten (10) business days, cause the lien to be fully released, discharged, or bonded over at Local Provider's sole cost. Failure to cure within such period is an immediate for-cause termination trigger under Section VI.D and entitles Worksmith to bond or discharge the lien itself and recover the cost from Local Provider as a Chargeback, in addition to any other remedy.

F. Survival

This Section XIV survives the expiration or termination of this Agreement.

XV. Dispute Resolution

Before initiating any formal proceeding, the parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between authorized representatives for at least thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, the parties will submit the dispute to non-binding mediation administered by a mutually agreed mediator (or, failing agreement, by the American Arbitration Association) for at least thirty (30) days. If the dispute is not resolved through mediation, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Austin, Texas (or such other location as the parties agree). Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, (i) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy a breach of Sections VII (Proprietary Rights), IX (Confidentiality and Brand Protection), X (Anti-Corruption, Sanctions, and Ethics), XI.C (Non-Circumvention), or XIV (No Liens on Client Property), without first complying with the negotiation or mediation steps; and (ii) disputes involving claims of less than ten thousand dollars (US$10,000) may, at either party's election, be brought in small-claims court in lieu of arbitration.

XVI. Miscellaneous

A. Links to Third-Party Sites. The Worksmith Service may include links to third-party sites. Worksmith does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. Worksmith is not responsible for any form of transmission received from any linked site. Local Provider acknowledges and agrees that Worksmith is not liable for any loss or damage which may be incurred by Local Provider as a result of the availability of third-party vendor resources or external sites.

B. Confidentiality. See Section IX (Confidentiality and Brand Protection).

C. Entire Agreement. This Agreement (including the Appendices) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.

D. Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

E. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

F. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflicts of law provisions. Dispute resolution is governed by Section XV.

G. Notices. All notices under this Agreement will be effective upon receipt and delivered to the parties at their respective addresses stated herein or at such other address designated by written notice.

H. Publicity. Local Provider hereby [original publicity clause continues]. See also Section IX.B (Brand Protection).

I. Assignment. Local Provider may not assign or transfer this Agreement or any of its rights or obligations hereunder without Worksmith's prior written consent. Worksmith may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its business or assets, without consent.

J. Change of Control Notice. Local Provider will provide Worksmith with at least thirty (30) days' prior written notice of any change of control of Local Provider, including any merger, acquisition, or sale of substantially all of its assets.

L. Force Majeure. Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

M. Independent Contractors. The Parties shall not be deemed to be partners, joint venturers, employers, employees or each other's agents, and no Party shall have the right to act on behalf of any other except as expressly agreed in writing.

N. Injunctive Relief. Local Provider acknowledge that, in the event of any breach of the terms and conditions of this Agreement, Worksmith will not have an adequate remedy in money or damages. In such event, Worksmith will be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and without the requirement of posting any bond. Worksmith's right to obtain such relief shall not limit its right to obtain other remedies.