Master Subcontractor Terms & Conditions

Master Subcontractor Agreement

This Master Subcontract Agreement (“Agreement”) is executed on this ___ day of ___________, 2022, by __________________________________(the “Subcontractor”) and Energy & Environmental Design Services, LLC (EEDS) (the “Contractor”).

WHEREAS, the Contractor, will enter into contracts (hereinafter referred to as the “Contract”) with a (“General Contractor”) or (End User, the “Customer”), regarding electrical work to be performed (the “Project”) pursuant to certain plans and specifications, all of which will have been examined by the Subcontractor; and

WHEREAS, the Subcontractor agrees to perform a portion of the work required to be performed by the Contractor on the Project pursuant to the Contract.

NOW, THEREFORE, in consideration of the premises, mutual covenants, and conditions contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I Scope of Work

Section 1.1. The Subcontractor shall perform the work as described in the scope of work or in the estimates to be emailed or delivered from Contractor to Subcontractor as Contractor determines and made a part of this Master Sub-Contractor Agreement attached hereto (the “Work”).

Section 1.2. The Work shall be done in accordance with the plans and specifications, which are incorporated in this Agreement by reference, and the Subcontractor shall furnish all labor, and material along with equipment (or a portion thereof at the sole determination of Contractor to be specified), and services necessary therefor. All incidental work reasonably necessary to complete the Work under this Agreement shall be done by the Subcontractor.

Section 1.3. The performance of the Work and the materials used by the Subcontractor shall be satisfactory to the Contractor and the General Contractor or Customer, and the General Contractor or Customer and Contractor reserve the right to audit or inspect same, as further set forth herein. All plans and specifications shall remain the property of the General Contractor or Customer.

Section 1.4. The Subcontractor expressly acknowledges, confirms, and agrees that Subcontractor and its employees and agents are acting, and at all times shall represent that they are acting, as an independent contractor of Contractor. Subcontractor shall not have any authority to bind Contractor, or make any warranties or representations on behalf of, or in the name of, Contractor.

ARTICLE II Warranties

Section 2.1. The Subcontractor hereby guaranties that the Work shall be free from any defects due to faulty materials or workmanship or any violation of this Agreement for one year from the date of substantial completion.

Section 2.2. The Subcontractor shall perform the Work in compliance with the terms and conditions of the Contract.

Section 2.3. The Subcontractor shall fulfill any special warranties of material or equipment installed, and shall repair or replace, at its expense, any part of the materials, if provided by Subcontractor or Work which proves defective in workmanship or material within one year from the date of substantial completion.

Section 2.4. The Subcontractor shall not subcontract any of the Work, any materials, or any labor to be performed hereunder without obtaining the prior written approval of the Contractor as to work, material, or the subcontractor which shall furnish the labor and materials. If such approval is granted, Subcontractor shall perform under all the terms and conditions of this Agreement, and shall ensure, and shall be liable for ensuring, that any subcontractor performs under all the terms and conditions of this Agreement.

Section 2.5. The Subcontractor agrees to furnish, at its expense, all guaranties or bonds covering its work, or any part thereof as may be required by the Contract or the Contractor.

Section 2.6. The Subcontractor shall maintain the premises free from accumulation of waste materials and rubbish resulting from the execution of the Work, and at the completion thereof, Subcontractor shall clean the premises in a manner satisfactory to the Contractor and General Contractor or Customer.

ARTICLE III Completion

Section 3.1. The Subcontractor shall substantially complete the Work to the satisfaction of the Contractor and General Contractor or Customer on or before the date as projected in the Subcontractors Bid Proposal for each specific project. Time shall be of the essence in the Subcontractor’s performance of this Agreement. Absent obtaining a written change order signed by the Contractor and the General Contractor or Customer if required, extending the date, the Subcontractor may be liable to the Contractor for any damages caused by its failure to substantially complete the Work to the satisfaction of the Contractor and General Contractor or Customer if included in the specific project as one of its terms and conditions in writing.

Section 3.2. The Subcontractor shall furnish the required labor, specified Subcontractor provided materials, equipment, and supplies in such quantities and at such time to accomplish the completion of the Work by the date described in Section 3.1.

Section 3.3. In the event the Subcontractor is delayed in completing the Work by the act, neglect, delay, or default of the Contractor or the General Contractor or Customer, or of any other subcontractor employed by the Contractor, or for reasons beyond the control of the Subcontractor, then the time fixed for the completion of the Work shall be extended for a period equivalent to the time lost, provided that no extension shall be made unless written claim is made within five (5) days from such event, and approved by the Contractor, the General Contractor or Customer. The extension of time hereinabove provided for shall be the Subcontractor’s exclusive remedy in the event of such a delay, no matter how or by whom caused.

ARTICLE IV Changes to Plans

Section 4.1. No alterations shall be made to the work described in the plans and specifications, except upon the written order of the Contractor, the General Contractor or Customer. The Contractor may, at any time, by written order, make changes in the plans and specifications, which changes shall be evidenced by “change orders” signed by the Contractor and accepted by the Subcontractor.

Section 4.2. If such changes shall increase or decrease the amount of the Work, or the time required for its performance, or the cost of the Work to the Subcontractor, the subcontract price shall be adjusted in accordance with the following method:

1. Estimated direct productive labor costs, including applicable insurance and taxes, but exclusive of the premium portion of any overtime; plus
2. Estimated net cost of direct materials and equipment rentals; plus
3. Field overhead (all supervision above the level of working foreman; timekeeping, clerical, and other unallocable field costs); plus
4. Profit at Ten % of (a) plus (b); plus
5. Premium portion of any estimated overtime, including applicable insurance and taxes.

Section 4.3. If any extra, additional, or different work be performed by the Subcontractor without previous written order by the Contractor, the Contractor shall be under no obligation to pay for such unauthorized work.

Section 4.4. The Subcontractor shall maintain at the Project a set of plans and specifications which shall be kept up-to-date in detail to indicate such changes or additions as may be requested by the Contractor, which set of plans and specifications shall be delivered to the Contractor at the conclusion of the Subcontract. The Subcontractor shall at all times provide the Contractor with a copy of the up-to-date plans and specifications. The Subcontractor must return all plans and specifications, including, without limitation, any as-built drawings, to the Contractor before final payment is made by Contractor to Subcontractor under this Agreement.

ARTICLE V Subcontract Price

Section 5.1. The price to be paid by the Contractor and accepted by the Subcontractor for the Work is listed on each approved Bid Proposal, subject to deductions and additions as herein provided.

Section 5.2. Unless otherwise agreed to in writing, or specified on the approved Bid Proposal, on or before the tenth day of each month, the Subcontractor shall submit to the Contractor a statement indicating the value of labor and materials incorporated into the Project during the preceding month and a request by the Subcontractor for payment of an amount not in excess of ninety percent (90%) of the completed portion of the Project, and within thirty (30) days thereafter the Contractor shall reimburse the Subcontractor for ninety percent (90%) of such statement. The balance of the subcontract price shall be paid thirty (30) days after the issuance by the architect of a certificate of completion of the project, or, in the event there is no architect involved, thirty (30) days after final approval from the General Contractor. Notwithstanding the foregoing, the Subcontractor shall not be paid if all bills for labor and materials, including labor and materials supplied by or to the Subcontractor, shall not have been paid in full. If requested by the Contractor, the Subcontractor shall submit receipted invoices as evidence of payment of all such accounts in full. The submission of a request for payment shall constitute a representation and warranty by the Subcontractor that all of the bills due and payable prior to the time of each such request have been paid or, alternatively, a covenant that they shall be paid, or be caused to be paid, by the application to such payment of the funds received by the Subcontractor pursuant to each such request.

Section 5.3. If required by the Contractor, no intermediate or final payment shall be made hereunder, unless the Subcontractor submits evidence in such form as the Contractor may designate that everything in connection with the Subcontractor’s Work has been paid in full to the date of the application for any payment. In the event the Contractor is notified of any unpaid amount therefor, the Contractor, in addition to all rights granted herein, shall have the right to withhold such unpaid amount or claim or claims out of the payments next becoming due to the Subcontractor, and the Contractor shall have the right to make payment of the unpaid amounts and deduct the amounts thereof out of the next payments which may become due to the Subcontractor.

Section 5.4. The Subcontractor shall furnish to the Contractor any and all affidavits required by the Contract or the Contractor relating to the Work.

Section 5.5. The Contractor may withhold any progress payment, in whole or in part, from the Subcontractor on account of the failure of the Subcontractor to comply fully with any requirements of this Agreement, or because of any delay on the part of the Subcontractor.

Section 5.6. No certificate shall be evidence of the performance of this Agreement, either wholly or in part, and no payment to Subcontractor shall be construed to be an acceptance by Contractor of defective work or improper materials. The Subcontractor shall furnish a schedule of unit prices for the purpose of checking requests for payment on account.

ARTICLE VI Inspection

Section 6.1. The Contractor shall have the right to inspect the Work, including, without limitation, in the Subcontractor’s shop or places other than the site of the Work, as well as at the site of the Work.

Section 6.2. The Subcontractor shall provide safe facilities at all times for the inspection of the Work by the Contractor or General Contractor.

Section 6.3. The Subcontractor shall, upon written notice from the Contractor, General Contractor or Customer, immediately remove, or cause to be removed, all materials that the Contractor, General Contractor or Customer determines to be unsound or unsatisfactory.

Section 6.4. The Subcontractor acknowledges that neither inspections nor the presence on the premises of supervisory personnel shall relieve the Subcontractor from its absolute responsibility to perform the Work and furnish its materials in accordance with the requirements of this Agreement.

ARTICLE VII Termination

Section 7.1. In the event the General Contractor or Customer elects to cease or postpone the Project, the Contractor may terminate this Agreement by written notice to the Subcontractor. Such termination shall be effective in the manner specified in the notice and shall be without prejudice to any claims which the General Contractor, the Customer or the Contractor may have against the Subcontractor. On receipt of such notice, the Subcontractor, unless the notice directs otherwise, shall immediately discontinue work and the placing of orders for materials, facilities, and supplies in connection with the performance of the Work, and shall, if requested, make every reasonable effort to procure cancellation of existing orders and subcontracts upon terms satisfactory to the Contractor and General Contractor or Customer, and shall therefore do only such work as may be necessary to preserve and protect work already in progress and to protect materials, plant, or equipment on the site or in transit thereto.

Section 7.2. In the event the Subcontractor should, at any time after notice, refuse to replace defective materials or work, fail to prosecute the work with diligence, or violate any condition of this Agreement, or should the Subcontractor make a general assignment for the benefit of its creditors, or should a receiver of any property of the Subcontractor be appointed, or should a petition be filed, either by or against the Subcontractor, in any bankruptcy or insolvency proceedings, the Contractor may immediately terminate this Agreement, and enter the premises and take possession of all tools, machinery, equipment, and appliances which may be owned by or be in the possession of the Subcontractor and which are at the site and required for the completion of the Work, and may exercise all options, privileges, and rights with respect thereto, and may complete, or employ any other person or persons to complete, the Work, at the Subcontractor’s expense.

Section 7.3. In the event that the Subcontractor shall correct, subject to the Contractor’s approval, at Contractor’s sole and absolute discretion, the situation which has caused the notice of cancellation to be given by the Contractor as above provided for, within the period of fifteen (15) days from the date of receipt of such notice, the cause of cancellation shall be deemed waived, and this Agreement shall continue in effect in the same manner as though such cause of cancellation had not existed, the Contractor, however, reserving its right to damages for breach of any provision of this Agreement.

Section 7.4. In the event of the termination of the Agreement, as provided above, the Subcontractor shall prepare a statement of cost to that date, plus all obligations incurred in the interests of the Work but not yet due. The net amount of such statement shall become due and payable when approved by the Contractor and General Contractor or Customer after completion of the remainder of the Work by the Contractor or its agents. Should the expense so incurred by the Contractor in completing the Work exceed the difference between the subcontract price and the total amount paid to the Subcontractor, the Subcontractor shall pay such excess to the Contractor.

ARTICLE VIII Settlement on Termination

Section 8.1. Upon termination of this Agreement, at the General Contractor’s, Customer’s or Contractor’s request, complete settlement of all claims of the Subcontractor, subject to any claims by the General Contractor, Customer or Contractor against the Subcontractor, arising thereunder shall be made as follows:

1. The Contractor, General Contractor or Customer shall assume and become liable for all obligations and commitments that the Subcontractor may have previously undertaken or incurred in good faith in connection with the Work and in accordance with the terms of this Agreement, and the Subcontractor, as a condition of receiving payment, shall execute and deliver all such papers and take such steps as the Contractor, General Contractor or Customer may require for the purpose of fully vesting in the General Contractor or Customer’s the rights and benefits of the Subcontractor under such obligations and commitments.
2. The Contractor shall compensate the Subcontractor for such services incurred after the date of termination for the reasonable cost of protecting General Contractor’s or Customer’s property and for accounting services in connection with the settlement of this Agreement, as are required or approved by the Contractor, General Contractor, or Customer in advance.
3. The Contractor shall reimburse the Subcontractor for the completed portion of the Work, subject to any back charges or offsets relating to administrative fees, including, without limitation, incurred by Contractor in taking over the jobsite or completing the Work.

Section 8.2. At the final settlement of this Agreement, the Subcontractor shall furnish a release of all claims, which may have arisen hereunder or otherwise relating to the Work.

ARTICLE IX Liens

Section 9.1. All material placed on the premises by the Subcontractor shall be owned unconditionally by the Subcontractor and shall be free of the lien of any third party.

Section 9.2. The Subcontractor agrees to remove immediately any liens or encumbrance which, because of any act or default of the Subcontractor, is filed against the premises; and to indemnify and hold the Contractor, General Contractor and Customer harmless against all resulting loss and expenses, including attorney’s fees.

ARTICLE X Permits

Section 10.1. The Subcontractor shall procure all permits necessary for carrying on the Work and shall comply with all regulations, directives, ordinances, and laws relating to the Work or the conduct thereof.

ARTICLE XI Employee Benefits

Section 11.1. The Subcontractor shall comply with the provisions of any Social Security or unemployment insurance laws, state or federal, as may be now or hereafter in force, applying to the Work, and accepts exclusive liability and will hold the Contractor and General Contractor harmless against any demands for contributions or taxes with respect to the Work. The Subcontractor agrees to pay all federal or state sales and use taxes, or similar levies, on all materials, tools, and equipment furnished under this Agreement.

ARTICLE XII Workers’ Compensation, Indemnification, and Property Damage Insurance

Section 12.1. The Subcontractor, before commencing the Work, shall be qualified under the workers’ compensation law of the state in which the Work is to be done and shall at all times comply with the provisions of such law.

Section 12.2. The Subcontractor shall, at all times, indemnify and hold harmless the Contractor, General Contractor and the Customer from and against any and all claims and demands whatsoever, including costs, litigation expenses, attorneys’ fees, and liabilities incurred in connection therewith, arising out of injury to, or death of, any person whatsoever or damage to property of any kind by whomsoever owned, caused in whole or in part by the acts or omissions of the Subcontractor, its subcontractors, materialmen, or any other person directly or indirectly employed by them, or any of them, while engaged in the performance of this Agreement or any activity associated therewith or relative thereto, and shall further indemnify the Contractor and General Contractor against any such claims allegedly caused in part, whether or not it be the fact, by reason of negligent instructions or directions given or purportedly given by any of the General Contractor’s or Subcontractor’s representatives with respect to the performance of the project or any aspect thereof.

Section 12.3. The Subcontractor shall at all times maintain such public liability, property damage, and workers’ compensation or employer’s liability insurance as will protect the Subcontractor from any and all of the foregoing risks and from any and all claims under such workers’ compensation laws.

Section 12.4. The amount of the insurance to be provided by the Subcontractor as provided in this Agreement, together with the form of the policies and the companies in which the same may be issued, shall be subject to the approval of the Contractor and General Contractor, and the public liability insurance shall not be less than five hundred thousand dollars ($500,000) for any one person injured or five hundred thousand dollars ($500,000) on account of any one accident or occurrence. All such insurance policies shall be delivered to the Contractor if and when directed by the Contractor and, in any event, the Subcontractor shall arrange with the insurance carriers to furnish the Contractor directly with copies of all insurance policies and to notify the Contractor directly of all renewals and cancellations. Subcontractor shall list the Contractor as an additional insured under any such policies.

Section 12.5. The Contractor, General Contractor or Customer shall keep the Work, including all materials delivered on the premises, fully insured against fire and other risks included in standard extended coverage endorsement exclusive, however, of Subcontractor’s tools and equipment. In the event of loss or damage to which such insurance is applicable, the Subcontractor agrees to be and remain liable for the replacement to its original condition of such portion of the Subcontractor’s work as may be so damaged, which replacement shall be in accordance with the provisions of this Agreement and of the principal contract, and shall be at the sole cost and expense of the Subcontractor, provided that the Contractor shall be obligated to pay to the Subcontractor, on account of the cost of such replacement, such sum or sums as shall be paid to the Contractor for the fire insurance carried on account of such loss or damage to the Work performed by the Subcontractor.

ARTICLE XIII Patent Infringement

Section 13.1. The Subcontractor shall protect and hold the Contractor, General Contractor and Customer harmless against any and all demands and claims on account of infringements or alleged infringements of patented or allegedly patented articles or inventions used on or for the Work, and will, at its own cost and expense, defend any and all suits which may be brought against the Subcontractor, the Contractor, the General Contractor or Customer, on account of infringements or alleged infringements and pay any and all fees, costs, and damages resulting therefrom.

ARTICLE XIV Surety Bond

Section 14.1. The Subcontractor shall, at the Contractor’s option, furnish an approved bond from a surety company designated by the General Contractor or Customer for the performance of this Agreement and/or a lien bond to effectuate the requirements in Article IX, which bond or bonds shall comply with the laws of the state in which the Work is to be done, the premiums therefor to be paid by the Contractor in addition to the amounts specified in Article V of this Agreement.

ARTICLE XV Assignment and Subcontracts

Section 15.1. The Subcontractor shall not assign this Agreement, or any of the payments to become due hereunder, nor shall the Subcontractor subcontract or sublet any part of the Work, except with the written consent of the Contractor. This Agreement shall inure to the benefit of, shall be binding upon and shall be enforceable by and against, the parties hereto and their respective legal
representatives, successors, and permitted assigns.

ARTICLE XVI Rules and Regulations

Section 16.1. All regulations and rules in effect at the premises regarding passes, badges, lists of employees, and conduct on the premises shall be observed by the Subcontractor, its personnel, and its employees.

ARTICLE XVII Interpretation

Section 17.1. The laws of the State of Florida shall govern as to the interpretation, validity, and effect of this Agreement.

ARTICLE XVIII Legal Action

Section 18.1. All disputes which may arise out of this Agreement shall be brought exclusively in Broward County, Florida. If any litigation between Contractor and Subcontractor concerning or arising out of this Agreement occurs, the prevailing party shall be entitled to all of its litigation expenses, including, without limitation, reasonable attorney’s fees, at both the trial and appellate levels.

ARTICLE XIX Restrictive Covenants, Confidentiality, and Non-Disparagement

Section 19.1. During the term of this Agreement, and for three years following the termination of same, Subcontractor, on behalf of itself, its respective affiliates, subsidiaries, officers, directors, partners, employees, agents or representatives and, to the extent applicable, its successors and assigns, agrees not to: (i) contact any customer that Subcontractor has performed work for on behalf of Contractor, except with specific written consent of Contractor; (ii) induce any customer that Subcontractor has performed work for on behalf of Contractor or any contractor, subcontractor, or joint venture partner of Contractor to patronize any business that is in direct or indirect competition with Contractor; (iii) canvass, solicit or accept from any subcontractor, a customer that Subcontractor has performed work for on behalf of Contractor; (iv) request or advise any individual or company that is a customer that Subcontractor has performed work for on behalf of Contractor or any contractor, subcontractor or joint venture partner of Contractor to withdraw, curtail or cancel any such customer’s business with Contractor; or (v) other than as set forth in this Agreement, perform any work directly or indirectly for the General Contractor. Subcontractor acknowledges and agrees that, in the event of any breach of any provision in this paragraph, in addition to any other remedy to which Contractor may be entitled at law, in equity, or otherwise, Subcontractor shall forfeit any monies due it for any invoices that are outstanding at the time of the breach or that become due or payable thereafter. Moreover, all Work shall be deemed cancelled at the time of the breach, and Subcontractor shall not be entitled to any compensation for any work performed or materials provided. Additionally, any materials provided to the Subcontractor directly or indirectly by Contractor, General Contractor or Customer must be returned to Contractor or its designee at the Subcontractor’s expense. Failure to return product on a timely basis may result, in Contractor’s sole discretion, in chargebacks.

Section 19.2. Under this Agreement, Contractor has furnished, will furnish, or is furnishing certain information regarding the business activities, operations, methods, customers, subcontractors, and joint venture partners of Contractor to Subcontractor. The term “Information” shall mean all information that Contractor has furnished, will furnish, and is furnishing to Subcontractor whether furnished before or after the date of this Agreement, whether tangible or intangible, and in whatever form or medium provided, as well as all Information generated by Subcontractor or its representatives that contains, reflects, or is derived from the furnished Information. In consideration of Contractor’s disclosure to it of the Information, Subcontractor agrees that it will keep the Information secret and confidential and that the Information will not, without the prior written consent of Contractor, be disclosed by Subcontractor or by its officers, directors, partners, employees, agents, affiliates, subsidiaries, or representatives (collectively, “Representatives”) in any manner whatsoever, in whole or in part, and shall not be used by Subcontractor or by its Representatives other than in connection with the Work. Moreover, Subcontractor agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Subcontractor in performing the Work. Subcontractor shall inform any such Representative of these terms and conditions and will obtain, in writing, from any such Representative an agreement to be bound by the terms hereof as if a party hereto. In any event, Subcontractor shall be fully liable for any breach of this Agreement by its Representatives.

Section 19.3. The Subcontractor agrees and promises not to engage, directly or indirectly, in any disparaging conduct directed at Contractor and shall refrain from making any derogatory statements or disparaging behavior concerning Contractor in the future. Subcontractor agrees that, in the event that Contractor terminates this Agreement, it will provide only a neutral description as to the relationship between the parties, including only providing dates of the agreement and description of work performed. The Subcontractor acknowledges that any disparagement and/or incitement of others to disparage the Contractor would constitute a material breach of this Agreement and would cause material harm to the reputation and/or business of the Contractor.

Section 19.4. Each covenant set forth in Section 19 shall be construed as a covenant independent of any other covenant or provision of this Agreement or any other agreement which Contractor and the Subcontractor may have, and the existence of any claim or cause of action by the Subcontractor against Contractor, whether predicated upon another covenant or provision of the Agreement or otherwise, shall not constitute a defense to the enforcement by Contractor of this Agreement or any covenant herein.

ARTICLE XX Miscellaneous

Section 20.1. This Agreement cannot be changed, modified, terminated, canceled, rescinded, or in any other way altered or negated unless the same is in writing and signed by the party against whom enforcement of the change, modification, discharge, termination, cancellation, or rescission is sought. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.

Section 20.2. The Subcontractor warrants and represents that it has examined the plans and specifications, and the site on which the Work is to be performed and is fully familiar with the physical condition.

Section 20.3. Intentionally left blank.

Section 20.4. The Contractor has not made and does not make any representations with respect to any matter or thing affecting or related to the subject matter of this Agreement, except as herein specifically set forth, and the Subcontractor hereby expressly acknowledges that no such representations have been made.

Section 20.5. It is agreed that all understandings and agreements heretofore had between the parties are merged in this Agreement, which alone fully and completely expresses their understanding, and this Agreement has been entered into after full investigation and consideration, neither party relying upon any statement or representation not embodied in this Agreement, which may be claimed to have been made by any of the parties hereto.

Section 20.6. No failure or delay by Contractor in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.

Section 20.7. If any provision included in this Agreement is adjudged by a court to be invalid or unenforceable, that adjudication will in no way affect any other provision of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any provision of the restrictive covenants in Section 19, or any part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby or the nature of the business activity covered thereby, the parties agree that the court making such determination shall reduce the duration, geographic area, and/or business coverage of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable and will be enforced. Upon a breach of any provision of the Restrictive Covenants, Contractor shall be entitled to injunctive relief, because the remedy at law would be inadequate and insufficient. In addition, Contractor shall be entitled to all other damages as provided by law.

IN WITNESS WHEREOF, the Subcontractor and the Contractor have executed this Agreement the day and year first above written.