Raven Security Group Affiliate Agreement

This Affiliate Agreement (the “Agreement”) is entered into on , by and between Raven Group Inc. d/b/a Raven Security Group, a Delaware corporation located at 2035 Sunset Lake Rd. Ste. B-2 Newark, DE 19702 (“Raven”) and , a business entity organized under the state laws of with its principle office located at  (hereinafter referred to as “Subcontractor”) for security and/or event staffing services to be performed in accordance with the terms and conditions contained herein, including any schedules and exhibits attached hereto which are incorporated herein by reference. Raven and Subcontractor shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties”.

  1. Services.

    1. Raven and Subcontractor hereby agree that Subcontractor shall furnish Raven with armed or unarmed uniformed security officers and/or other personnel (hereinafter collectively referred to as “Security Personnel”), with certain equipment (the “Equipment”) as specified by Raven for the purpose of providing certain security and/or event services (collectively, the “Services”) as specified from time to time for one or more clients of Raven, (each, a “Client”). Subcontractor agrees that it is furnishing said Security Personnel to Raven, and shall not contact the Client directly for any reason except as necessary to perform the Services at the Client’s site. The Services requested shall be specified in one or more Work Orders in the form attached hereto as Exhibit A.

    2. The Services shall be provided in accordance with instructions (hereinafter referred to as the “Post Orders”) issued by, or agreed upon with the “Client”, that are subject to all the terms and conditions contained herein. Should any conflict between the terms of any other documents and the Agreement arise, this Agreement shall control.

    3. Contractor understands and acknowledges that this is a non-exclusive Agreement and Raven may use other contractors to perform the Services in its sole and absolute discretion. Nothing herein shall require Raven to engage Subcontractor to perform any of the Services.

  2. Term and Termination.

    1. The term of this Agreement shall be a period of one (1) year from the start date of Services (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms, (each, a “Renewal Term”).

    2. Raven may terminate this Agreement, with or without cause or penalty by giving not less than thirty (30) day advance written notice to Subcontractor of its intention to terminate.

    3. Subcontractor may terminate this Agreement, with or without cause or penalty by giving not less than sixty (60) day advance written notice to Raven of its intention to terminate.

    4. Raven may terminate this Agreement at any time, without notice or penalty, should the Subcontractor commit a material breach of any term or provisions of this Agreement.

  3. Subcontractor’s Employees.

    1. Subcontractor shall furnish Raven with the Security Personnel needed to staff the Client’s account for the Services as specified in each Work Order. All necessary uniforms and equipment shall be provided by Subcontractor at no cost to Raven or Client.

    2. Subcontractor will supply Security Personnel on a timely basis regardless of whether the number of Security Personnel or hours increases or decreases from the amount estimated in the Work Order.

    3. Raven or a representative of the Client (“Client’s Representative”) and Raven shall have the right to interview and approve all Security Personnel that Subcontractor provides to staff the Client account. Raven, Client, and/or Client’s Representative shall have the right and authority to request the removal of any Security Personnel assigned to the Client’s account for any reason whatsoever provided that such request does not violate any applicable law or regulation.

    4. Raven shall have the right to provide individuals for the Subcontractor to employ, license and assign to the Client’s account who meet Subcontractor’s standard hiring and retention qualification criteria. Such individuals shall be employees of the Subcontractor and shall be expected to abide by the Subcontractor’s policies and procedures, and the directions of Subcontractor’s supervisors and management. Subcontractor shall reserve the right to veto such individual’s assignment and/or refuse such individual’s employment for good cause.

    5. Raven may furnish Subcontractor with an Account Manager who shall be an employee of Raven during the term of this Agreement. The Account Manager shall report to Raven and shall be expected to abide by Raven’s policies, and procedures, and the directions of Raven’s supervisors and management. The Account Manager is responsible for ensuring the quality of work and policies established by Raven are adhered to by the Subcontractor. Account Manager shall work as a liaison between Raven, Client and Subcontractor.

    6. Subcontractor shall immediately, but in no event more than two (2) hours, provide replacement or additional Security Personnel in the event of absenteeism and/or in response to any emergency request by Raven or Client for additional Security Personnel. In the event that Raven or Client requests removal of Security Personnel within the first two hours of any assignment due to a lack of fitness for duty as determined solely by Raven, Subcontractor shall not bill Raven for said work.

    7. Upon termination of this Agreement, Subcontractor shall allow Security Personnel assigned to the Client’s account, who were recruited by Raven or were otherwise assigned to Client’s account at the time of termination, to transfer over to Raven’s direct employment at Raven’s and the Security Personnel’s discretion and determination, provided however, that this Section 3.7 shall not apply to Subcontractor’s supervisory or management personnel other than the Account Manager referenced in section 3.5 above.

  4. Submission of Time Sheets and Payment.

    1. Subcontractor shall be required to submit weekly time sheets to Raven no later than Friday at 12:00 p.m. MST. Such time sheet shall be for the previous seven (7) day period commencing on Friday at 12:00 a.m. and ending on the following Thursday at 11:59:59 p.m. (the “Work Week”). Weekly time sheets shall include all of the following information:

      1. Name of Security Personnel;

      2. Service start and stop times worked by each Security Personnel;

      3. Date Service was provided, and

      4. Client location

    2. Subcontractor shall not bill Client directly for any Services. Subcontractor will be deemed to have committed a material breach of this Agreement for any such direct billing. Subcontractor hereby waives any claims against the Client and its agents and assigns for any amounts due for the Services or any other claim arising out of the Services. Subcontractor agrees to look solely to Raven for any amounts related to the Services.

    3. Raven shall pay the Subcontractor based on the Work Order and time sheets submitted in conformity with this Section 4 within forty-five (45) days of the end of the work week.

    4. Subcontractor hereby specifically waives any claim for compensation with respect to any Services if the time sheet for said Services is not received by Raven within forty-five (45) days of the date the Services are performed.

  5. Subcontractor’s Obligations.

    Subcontractor covenants and agrees that:

    1. All Security Personnel provided by the Subcontractor under this Agreement shall be carefully screened, interviewed, reference-checked, drug tested and qualified to act in accordance with all applicable laws, rules and regulations in the locality where the Services shall be performed. Subcontractor shall conduct a criminal background check on all Security Personnel prior to assigning such person to a Client. Subcontractor shall ensure all Security Personnel possess all required training, licenses, and permits as applicable in the particular locality, including all applicable weapons/firearm permits. Upon Raven and/or Client’s request, Subcontractor shall furnish to Raven and/or Client evidence of satisfaction of the aforementioned requirements, as legally permissible under the employment and privacy laws of the locality where the Services shall be performed.

    2. Subcontractor shall supply competent supervisory personnel and the equipment and uniforms necessary to perform the Services.

    3. Subcontractor shall provide Security Personnel on a timely basis and will promptly cover any absenteeism and/or emergency situations as specified in Section 3.6.

    4. Subcontractor shall strictly abide by any and all other rules and regulations, which are applicable to Raven and/or Client’s operations.

    5. Subcontractor shall comply with all laws, ordinances, codes, rules and regulations relating to the performance of the Services. Subcontractor shall obtain and maintain, at Subcontractor’s own cost and expense, all necessary permits or licenses required for the performance of the Services and for any equipment used by the Subcontractor’s Security Personnel while performing the Services hereunder.

  6. Restrictive Covenants

    1. Subcontractor agrees and acknowledges that its promises under this Section 6 are a material consideration for Raven to enter into this Agreement and Raven, which Raven would not have otherwise entered into except for Subcontractor’s assent to be bound by the provisions of this Section 6. Subcontractor hereby waives any rights it has or may have under any applicable local, state, or federal law or regulation that would prohibit or limit the enforceability and application of the terms and conditions contained in this Section 6.

    2. Subcontractor agrees that during the Initial Term, any Renewal Term and for a period of five (5) years thereafter (the “Non-Compete Period”), Subcontractor will not, either for itself or any person or entity (include, but not limited to, any affiliate, firm, corporation, partnership or entity): (I) induce or attempt to induce Client or any other client, customer, or prospect of Raven, or any of their respective Affiliates (“Other Clients”) to reduce the business it conducts with Raven or change the terms of its relationship with Raven to terms that are less favorable to Raven; (ii) provide security services similar to the business then conducted or proposed to be conducted by Raven to the Client or Other Clients; (iii) directly or indirectly solicit or attempt to solicit Client or Other Clients at any time to provide services similar or related to the business then conducted or proposed to be conducted by Raven. For the purposes of this Agreement, “Affiliate” means, with respect to any natural person, corporation, partnership, limited liability company, trust, unincorporated organization, or other entity (each, a “Person”), any subsidiary of such Person or any other Person that, directly or indirectly, controls, is controlled by, or is under common control with , such Person. For the purpose of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, with respect to any trust, the trustees of such trust shall be deemed to be Affiliates of such trust, and with respect to any individual, the immediate family members of such individual shall be deemed to be Affiliates of such individual.

      1. Liquidated Damages. The Parties agree that damages that may result for the breach of Section 6.2 are difficult to ascertain, and accordingly, in addition to any other rights Raven has hereunder, Subcontractor agrees to pay the sum of Seven Hundred Fifty Thousand dollars ($750,000) to Raven for each such breach as liquidated damages. The Parties further agree that the sum of Seven Hundred Fifty Thousand dollars ($750,000) is not unreasonable under the circumstances existing at the time this Agreement is entered into. The payment of liquidated damages under Section 6.2 are in addition to, and not in abrogation of, any other rights Raven has under this Agreement.

    3. Subcontractor acknowledges that Raven has a valuable interest in retaining the employees it hires, trains and supervises. Subcontractor agrees that during the Non-Compete Period, Subcontractor will not directly or indirectly solicit, recruit, or encourage, either for itself or for any other person, firm, corporation, partnership or entity, hire (as an employee or in any other capacity) any person employed by Raven (as an employee or in any other capacity) to leave the employ of Raven, or to hire any such person who has left the employ of Raven within five (5) years of such departure.

      1. Liquidated Damages. The Parties agree that damages that may result for breach of Section 6.3 are difficult to ascertain, and accordingly, in addition to any other right Raven has hereunder, Subcontractor agrees to pay the sum of Fifty Thousand dollars ($50,000) to Raven for each such breach as liquidated damages. The Parties further agree that the sum of Fifty Thousand dollars ($50,000) is not unreasonable under the circumstances existing at the time this Agreement is entered into. The payment of liquidated damages under Section 6.3 are in addition to, and not in abrogation of, any other rights Raven has under this Agreement.

    4. If any court of competent jurisdiction shall at any time deem the term of this Agreement or any particular restrictive covenant contained in this Section 6 violated any applicable law or regulation, the other provisions of this Section 6 shall nevertheless stand. The Non-Compete Period herein shall be deemed to be the longest permissible by law under the circumstances. The court in each case shall modify the terms of this Section 6 to the minimum extent necessary such that the terms are in conformity with applicable law.

    5. Subcontractor acknowledges that Raven has a proprietary interest in its Confidential Information, including, but not limited to, intellectual property, compensation data, customer lists, vendor lists, financial information, marketing strategies, pending projects and proposals, research and development strategies, technological data, company philosophy, methods of operations, pricing structures, staffing models, employee training procedures and manuals, security plans, billing practices, and price models. Within five (5) days of the Termination Date, Subcontractor shall return to Raven any and all Confidential Information and Subcontractor shall not retain any copies, facsimiles or summaries of any Raven Confidential Information.

    6. Subcontractor agrees not to provide copies of this Agreement, or otherwise disclose the terms of the Agreement, to any third Party, including Client, without the express prior written consent of Raven, unless in response to a lawful subpoena. Subcontractor further agrees not to identify or refer to the Agreement or to the relationship between Raven and the Subcontractor or Subcontractor and Client in any advertising, sales promotions, website, social media outlets, press releases, or other publicity matter.

      1. Liquidated Damages. The Parties agree that damages that may result for the breach of Section 6.6 are difficult to ascertain, and accordingly, in addition to any other rights Raven has hereunder, Subcontractor agrees to pay the sum of Seven Hundred Fifty Thousand dollars ($750,000) to Raven for each such breach as liquidated damages. The Parties further agree that the sum of Seven Hundred Fifty Thousand dollars ($750,000) is not unreasonable under the circumstances existing at the time this Agreement is entered into. The payment of liquidated damages under Section 6.6 are in addition to, and not in abrogation of, any other rights Raven has under this Agreement.

    7. Subcontractor shall treat all information received hereunder, arising out of providing the Services, or prepared by Subcontractor pursuant to this Agreement as confidential and proprietary, and as a “trade secret” as defined using the broadest reasonable interpretation under applicable law (“Confidential Information”), and shall not reveal Confidential Information to any other persons, firms, or organizations unless given express prior written authorization by Raven. At the completion of its Services hereunder through any form of termination specified in Section 2, Subcontractor shall return to Raven all materials received by or prepared by Subcontractor in relation to performance of the Services, excluding any property, documents or materials that are proprietary to the Subcontractor’s business operations.

      1. Liquidated Damages. The Parties agree that damages that may result for the breach of Section 6.7 are difficult to ascertain, and accordingly, in addition to any other rights Raven has hereunder, Subcontractor agrees to pay the sum of Seven Hundred Fifty Thousand dollars ($750,000) to Raven for each such breach as liquidated damages. The Parties further agree that the sum of Seven Hundred Fifty Thousand dollars ($750,000) is not unreasonable under the circumstances existing at the time this Agreement is entered into. The payment of liquidated damages under Section 6.7 are in addition to, and not in abrogation of, any other rights Raven has under this Agreement.

    8. Subcontractor agrees that a violation of any of the covenants set forth in this Section 6 shall be deemed to be a material breach of the terms of this Agreement. Raven, in addition to any other rights and remedies it may have, at law or in equity, shall be entitled to a temporary restraining order, preliminary and permanent injunctions enjoining and restraining Subcontractor from doing or continuing to do any such act and any other violations or threatened violations of such covenants or provisions. If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, Subcontractor agrees that said bond need not exceed a nominal sum. Subcontractor further acknowledges and agrees that all provisions of this Section 6 shall survive the termination of this Agreement.

  7. Representation and Warranties.

    Subcontractor represents and warrants that:

    1. Subcontractor is a business duly organized, validly existing, in good standing, and is authorized to conduct business in the locality or localities in which the Services are to be rendered hereunder. Subcontractor possess all the necessary permits (including firearm permits, tax permits and operations permits), registrations, licenses, and authority to perform he Services hereunder. Subcontractor has full power and authority to execute this Agreement and to perform its obligations hereunder.

    2. Subcontractor is not subject to a claim, under investigation or indictment, or a party to any action by any United States governmental agency or any governmental agency with jurisdiction over the locality in which the services are being performed, with regard to the operation of its business of performance of the Services hereunder.

    3. Subcontractor’s registration and/or licenses to perform the Services hereunder have never been suspended or revoked in the jurisdiction in which Services are to be performed.

  8. Insurance.

    1. Subcontractor shall maintain during the term of this Agreement, at its own expense, the insurance coverage specified in Exhibit B, attached hereto.

    2. Subcontractor warrants and agrees to name Raven on a primary and noncontributory basis (Raven Group, its officers, employees and directors and Raven Group’s Client and its officers, employees and directors) as an Additional Insured (CG2010) and (CG2037) 12/04 version on Subcontractors Commercial Liability, Auto Liability and Umbrella Liability Insurance Plans.

    3. To the maximum extent permitted by applicable law Subcontractor warrants and agrees to waive its and its insurer’s right of subrogation on all policies of insurance issued to Subcontractor.

    4. Prior to commencing the Services, Subcontractor shall furnish a Certificate of Insurance evidencing compliance with the foregoing provisions of this Section 8 and providing that such insurance policies will not be changed or canceled during their respective terms without at least thirty (30) days prior notice by registered or certified mail to Raven. The Certificate of Insurance shall be in the form attached hereto as Exhibit B.

    5. The policies of insurance shall remain in full force and effect at all times during the term of this Agreement and for a period of two (2) years thereafter at Subcontractor’s own expense.

    6. Each party to this Agreement shall make reasonable efforts to give written Notice to the other party of any Claims or potential Claims arising out of or relating to this Agreement within thirty (30) days following notification of the occurrence giving rise to such Claims or potential Claim. The failure to provide such notice shall not act as a bar to any action or claim to recover under the terms of the Agreement, unless the failure to do so constitutes a defense under the applicable law.

    7. All insurance policies shall be issued by companies with a minimum A.M. Best;s rating of A-, and in forms satisfactory to Raven and shall expressly provide that the insurance company or companies shall notify Raven in writing at least thirty (30) days prior to any alterations or cancellation thereof.

    8. Prior to the commencement of services and within ten (10) days of signing this Agreement, Subcontractor shall provide Raven with certificates of insurance and copies of applicable endorsements evidencing the insurance requirements in this Section 8 and any renewals upon issuance. Subcontractor shall have a continuing obligation to provide said copies during the Initial Term and any Renewal Term.

    9. The failure of Raven to enforce in a timely manner any of the provisions of this Section 8 shall not act as a waiver to enforcement of any of these provisions at a later date in the performance of this Agreement.

    10. The foregoing insurance coverage shall in no way be interpreted or construed as relieving or limiting the Subcontractor of any responsibility or liability whatsoever, and Subcontractor may carry, at its own expense, such additional insurance coverage amounts as Raven or Subcontractor deems reasonable or necessary from time to time.

    11. In the event of any loss or damage to Client’s or Subcontractor’s property, facilities or equipment of Client or Subcontractor, or facilities or equipment of others on the property, due to fire or other casualty, Subcontractor’s insurance shall be primary to any insurance provided by Raven.

    12. In the event that a Client requires insurance coverage in addition to that specified in Section 8, Subcontractor shall satisfy such additional requirements.

  9. Risk of Loss and Indemnification.

    1. Subcontractor agrees to assume all risks of loss, personal injury, death, or damage to any person, including but not limit to Subcontractor, Security Personnel, Raven, Client, and each of their respective employees, shareholders, officers, directors, members, managers, agents, successors, assigns, subcontractors, insurers or third parties, its or their premises, business, and property and to property of others on Client’s premises occurring as a result of fire, theft, or other casualty or loss arising out of or related to Subcontractor’s performance of Services hereunder, and Subcontractor waives its right of recovery against Raven and Client for any such loss or damage related to, or arising out of Subcontractor’s performance of its Services hereunder.

    2. Without limiting the foregoing, it is understood and agreed by the Parties that neither Raven or Subcontractor are insurers. Any liability insurance, for the benefit of Subcontractor, covering personal injury and property loss or damage occurring on Client’s premises arising out of Subcontractor’s operations under this Agreement shall be obtained by Subcontractor and shall not, directly or indirectly, be the responsibility of or be obtained by Raven.

    3. Subcontractor shall defend, indemnify and hold harmless Raven and Client and each of their respective employees, shareholders, officers, directors, members, managers, agents, successors, assigns, subcontractors, and insurers from or against any and all costs, expenses, losses, damages, injuries, judgments, liability, claims (including third-party claims, employment-related claims, workers’ compensation claims, and claims by Subcontractor’s employees and agents), liens or causes of action, including reasonable attorney’s fees and/or costs (collectively hereinafter “Claims”), arising out of, cause, or alleged to have been caused, by the active or passive negligence, concurrent or otherwise, or willful misconduct of Subcontractor, its employees or agents related to or arising out of performance of Services under this Agreement or Subcontractor or Security Personnel presence at any Client site.

    4. Raven shall defend, indemnify and hold harmless Subcontractor, its agents, and employees from or against any and all Claims caused by the sole negligence or willful misconduct of Raven.

    5. The indemnity obligations of Subcontractor set forth herein shall survive the expiration or termination of this Agreement.

    6. This indemnity provision shall not be limited by the insurance requirements or by any other provision in this Agreement.

    7. Subcontractor waives any and all rights of subrogation that Subcontractor, or any of its insurers may have against Raven or Client.

    8. The obligations set forth above shall be construed as a waiver of the statutory protections afforded to Raven by any and all applicable Worker’s Compensation laws or statutes.

  10. Assignment. Subcontractor shall not assign this Agreement without the express prior written consent of Raven. Raven reserves the right to assign this Agreement in its sole and absolute discretion upon giving thirty (30) day written notice to Subcontractor.

  11. Delaware Law. This agreement is entered into in Delaware. It shall be governed by, interpreted, and construed and enforced in accordance with the domestic laws of the State of Delaware without reference to principles of conflicts law.

  12. Forum. The Parties hereby agree that the sole jurisdiction and venue with respect to any action or suit hereunder shall be the courts, federal or state, located in the State of Delaware.

  13. Independent Contractor.

    1. Subcontractor shall hire all Security Personnel and shall be solely responsible for payroll and payroll related expenses, employer’s contributions to Social Security taxes, Medicare taxes, Worker’s Compensation insurance, employment related expenses, federal and state unemployment insurance, federal and state unemployment taxes, state employment training taxes, state disability insurance and any other taxes imposed on, or required for payment by, an employer by any governmental entity, including but not limited to, all withholding taxes and any other required State deductions.

    2. All Security Personnel shall be under the direction and control of Subcontractor. Subcontractor shall have the right to assign such Security Personnel as it sees fit in order to provide the Services, unless otherwise mutually agreed upon by the Parties in writing. Subcontractor may change Security Personnel at will, subject to all the rights and limitations set forth in Section 3 herein. Upon reasonable request by Raven or Client, Subcontractor shall reassign its employees as long as such request does not violate any applicable state or federal law or is not for any discriminatory purpose.

    3. Subcontractor shall provide its Security Personnel with all the necessary uniforms, badges and equipment, as solely directed and determined by Subcontractor, provided such actions are in full compliance with any applicable law, statute, rule or regulation.

    4. All Security Personnel or officers shall be employees of Subcontractor and shall not be deemed to be employees of Raven or Client.

    5. Subcontractor shall be responsible for any and all training and/or continuing education of Security Personnel.

  14. No Third Party Rights. Except for any benefits the Client has or may have hereunder, nothing in this Agreement is intended to confer any rights or remedies on any person or entity other than the Parties to this Agreement and their respective successors, representatives and assigns. The provisions of this Agreement shall not entitle any person not a signatory to this Agreement to any rights as a third party beneficiary, or otherwise, it being the specific intention of the Parties hereto to preclude any and all non-signatory Parties from any third party beneficiary rights, or any other rights whatsoever, with the exception of Client to the extent specified in this Agreement.

  15. Waiver. The failure of any Party at any time to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any Party of any condition, or the breach of any term, agreement, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other term, agreement, covenant, representation or warranty of this Agreement.

  16. Invalidity or Provisions. The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of such provision or any other provisions of this Agreement.

  17. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties in respect of the transactions contemplated hereby and supersedes all prior and contemporaneous negotiations, promises, covenants, agreements, representations, arrangements, undertakings and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made which is not embodied in this Agreement. None of the Parties shall be bound by or liable for any alleged representation, promise, inducement or statement not set forth herein.

  18. Representative Capacity. Each Party who signs this Agreement in a representative capacity represents and warrant that he or she is authorized to execute the Agreement on behalf of the person or entity on whose behalf his or her signature is affixed.

  19. Interpretation of Agreement. The language of this Agreement shall in all cases be interpreted as a whole, according to its fair meaning, and not strictly for or against any of the Parties, regardless of which is the drafter of this Agreement.

  20. Binding Nature of Provisions. All the terms, agreements, covenants, representations, warranties and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Parties hereto and their respective successors and assigns, if any.

  21. Amendment/Modification. This Agreement may only be amended, modified, or superseded in writing executed by each of the Parties.

  22. Attorney Fees. In the event either Party institutes a legal action or proceedings to enforce or construe any provisions of this Agreement, or to seek relief for the breach thereof, the prevailing Party in such action or proceeding shall be entitled to recover its reasonable costs incurred, including but not limited to reasonable attorney fees, court costs, and expert witness fees.

  23. Notices. All Notices required from one Party to the other hereunder shall be sent by certified or registered mail as specified on Page 1 of this Agreement.

  24. Compliance with Law. Subcontractor shall, at its own cost and expense, comply in full with all applicable federal, state and local statutes, laws, ordinances, rules, regulations, orders, licenses, permits or fees (“Governmental Regulations”) applicable to its operations and its performance under this Agreement, include without limitation, (I) Environmental Laws and (ii) laws relating to discrimination of any type or manner. Subcontractor shall notify Raven in writing within forty-eight (48) hours of any inquiry, notice, subpoena, lawsuit, or other evidence of an investigation by any public agency or the commencement of judicial or administrative litigation, or arbitration proceedings with respect to Subcontractor’s performance under this Agreement. The foregoing shall include, but not be limited to, all applicable health, safety, and labor standards. Raven shall comply in full with all Governmental Regulations applicable to its operations and represents it has the authority to enter into this Agreements and subcontract the Services hereunder in compliance with all Governmental Regulations.

  25. Force Majeure/Acts of God. Subcontractor shall not be liable to the Client or to any other person, entity or organization for failure to perform any part of this Agreement as a result of any “Act of God” or other cause beyond the reasonable control of the Subcontractor, or for any special or consequential damages to any person resulting from such an event, cause or action.

  26. Exhibits. All Exhibits to this Agreement are an integral part of the terms and conditions and are incorporated herein by reference as though fully set forth at length.

This Agreement may be executed in counterparts and an email/electronic signature/facsimile signature page will have the same force and affect as the original signature page.

IN WITNESS HEREOF, the Parties have executed this contract as of the date indicated below.