Contract Terms This Agreement for Landscaping Services is effective between the parties listed in page 1 of this document. In consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: SERVICES Services to Customer: The Company shall provide the services listed on page 1 of this document to Customer. PAYMENT AND INVOICING TERMS Payment for Services: The Company will be paid as follows: ---- Enter your payment terms here ---- Reimbursable Costs: Customer shall reimburse the Company all costs incurred in connection with the Services rendered. Reimbursable costs include, but are not limited to, subcontractors, materials, delivery, etc. that are attributable to a project or Service (the "Reimbursable Costs"). The Company shall provide to Customer substantiation of Reimbursable Costs incurred. Invoicing: Invoices will be submitted monthly by the Company for payment by Customer. Payment is due upon receipt and is past due twenty (20) business days from receipt of invoice. If Customer has any valid reason for disputing any portion of an invoice, Customer will so notify the Company within twenty (20) calendar days of receipt of invoice by Customer, and if no such notification is given, the invoice will be deemed valid. The portion of the Company's invoice which is not in dispute shall be paid in accordance with the procedures set forth herein. A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Customer will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Customer. If payment of invoices is not current, the Company may suspend performing further work. Taxes: All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any such amount payable by Customer the monetary sum equal to any and all current and future applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Customer (other than taxes based on the Company's net income). If Customer does not pay such taxes, the Company may make such payments and Customer will reimburse the Company for those payments. Customer will hold the Company harmless for any payments made by Customer pursuant to this Section. CHANGES Customer may, with the approval of the Company, issue written directions within the general scope of any Services to be ordered. Such changes (the "Change Order") may be for additional work or the Company may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Company in writing. STANDARD OF CARE The Company warrants that it services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE. MISCELLANEOUS Insecurity and Adequate Assurances: If reasonable grounds for insecurity arise with respect to Customer's ability to pay for the Services in a timely fashion, the Company may demand in writing adequate assurances of Customer's ability to meet its payment obligations under this Agreement. Unless Customer provides the assurances in a reasonable time and manner acceptable to the Company, in addition to any other rights and remedies available, Customer may partially or totally suspend its performance while awaiting assurances, without liability to Customer. Severability: Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full force and effect in all other circumstances. Modification and Waiver: Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach. Independent Contractor: The Company is an independent contractor of Customer.