SERVICES
Contractor will furnish labor, supervision, services, materials and equipment necessary to perform the services for the Client as are set forth on “Specification Sheet” (the “Services”) at the prices and/or amounts set forth on the “Rates Schedule” attached hereto. Services will be made available to Client and the term of this Agreement (the “Term”) will be as set forth on the Specification Sheet. Unless the Specification Sheet indicates otherwise, Client and Contractor agree that Client will determine when and to the extent Services are required by accumulations of snow and/or ice or any other conditions requiring Services. Client agrees to determine when and to the extent Services are required, Client shall be required to notify Contractor in advance when and to the extent Services are required as a result of accumulations of snow and/or ice or any other conditions requiring Services, and Contractor shall not be liable for any Damages (as hereinafter defined) resulting from Client’s failure to timely or appropriately request Services from Contractor and Client agrees to indemnify, defend and hold harmless Contractor from and against any Damages resulting from Client’s failure to timely or appropriately request Services from Contractor. If as indicated on the Specification Sheet, Client and Contractor agree that Contractor will determine when and to the extent Services are required by accumulations of snow and/or ice or any other conditions requiring Services, then Client agrees that Contractor’s reasonable determination of the need for and amount and scope of the Services provided shall be binding on Client. If Client elects to suspend or deny Services at any time, Client shall provide Contractor with a written proposal to modify the scope of Services (and Exhibit A) to Contractor; Contractor will continue to perform according to the existing scope of Services until such a proposal is mutually agreed. Contractor shall respond promptly and within a reasonable amount of time as weather conditions and government restrictions permit.

PAYMENT
Client shall pay Contractor for Services in accordance with the Rate Sheet. Client shall pay Contractor immediately upon receipt of an invoice for Services. Contractor shall have the option to terminate this Agreement, or otherwise suspend, delay, or modify services upon written notice to Client if Client fails to pay Contractor in full all invoiced amounts within 30 days.

INDEMNITY
Client agrees to indemnify, defend and hold harmless Contractor, and its officers, employees, directors, representatives and agents (each, an “Indemnified Party”), from and against any and all claims, losses, settlements, fines, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and attorneys' fees and disbursements) (“Damages”) suffered, sustained, incurred or required to be paid by any such Indemnified Party due to, based upon, arising out of, in connection with, or otherwise in respect of: (i) the performance of the Services contemplated hereby or otherwise as a result of any acts or omissions by Client, its employees, agents, representatives and clients, (ii) failure by Client to perform its obligations under this Agreement, or (iii) enforcement of this paragraph. This paragraph shall survive the termination of this Agreement.

DRIVEWAYS, WALKS, AND OTHER PAVED SURFACES
Prior to the commencement of snow removal operations, representatives of Client and Contractor shall inspect the site and document existing conditions. Contractor will not be responsible for any damage to driveways, expansion joints, walks, and other paved surfaces resulting from treatments with calcium chloride (or equivalent) or salt/sand materials. Contractor is not responsible for cosmetic scrapes on driveways, parking surfaces, or sidewalks, or damage to concrete or paved surfaces at or near expansion joints. Client acknowledges that concrete will crack under the ordinary stress of freezing and thawing, and cracked concrete will not be the responsibility of Contractor during driveway, parking surface, or sidewalk snow removal or de-icing treatments. Contractor will not be responsible for damage to objects (e.g., planters, statues, etc.) left in snow plow areas. Damage to garage doors and sod caused by snow plows shall be the responsibility of Contractor; Contractor shall not be responsible for damage to turf or plant materials caused by snow melting or de-icing materials.

MISCELLANEOUS
This Agreement shall be construed in accordance with and governed by the laws of the state in which Services are performed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, legal representatives, successors, and assigns; provided that, Client may not assign this Agreement, nor any of its rights, interests, or obligations hereunder, without the prior written consent of Contractor. This Agreement, the Specification Sheet, and the Rate Sheet, and any exhibits attached hereto or thereto (including but not limited to Exhibit A) set forth the entire agreement and understanding between the parties as to the subject matter hereof and merge and supersede all prior discussions, agreements and understandings of any and every nature between them as to the subject matter hereof. This Agreement, the Specification Sheet, and the Rate Sheet, and any exhibits attached hereto or thereto (including but not limited to Exhibit A) may be amended, modified, supplemented or altered only by a written agreement signed by both Client and Contractor. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived, but no such waiver shall be effective unless such waiver is in writing and is signed by the party against whom the waiver is to be effective. Such waiver shall not operate or be construed as a waiver of any other or subsequent breach of such or any other provision. The parties agree that any conflict as between the provisions set forth in this Agreement and any provisions set forth the Specification Sheet or any other document incorporated into this Agreement, the provisions of this Agreement shall prevail.