BROKERAGE FINANCIAL SERVICES INSPECTIONS INDEPENDENT CONTRACTOR BUSINESS INSPECTION SERVICES AGREEMENT

BROKERAGE FINANCIAL SERVICES INSPECTIONS INDEPENDENT CONTRACTOR BUSINESS INSPECTION SERVICES AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT ( Agreement ) is entered into between Brokerage Financial Services Inspections, a subsidiary of USG Insurance Services ( BFSI ) and ( Contractor ), on the date set forth below adjacent to the parties signatures. RECITALS (a) BFSI wishes to retain Contractor to act as an independent contractor to perform inspections services and/or audits on behalf of companies who are clients of BFSI (hereinafter referred to as Clients ). (b) Contractor wishes to perform inspection services and/or audits for BFSI with the guidelines presented by and on behalf of BFSI s Clients, including territory and rates as defined in this agreement. AGREEMENT In consideration of the promises and agreements contained in this Agreement, the parties agree as follows. 1. SCOPE OF SERVICES. Contractor will provide to BFSI the following services (the Services ): Contractor is responsible for performing business inspections and/or audits assigned by BFSI to Contractor in accordance with Clients individual guidelines or instructions. Inspection reports on inspections and/or audits performed by Contractor will be submitted to BFSI as a finished product, adhering to and meeting the guidelines of the Client from whom the assignment originated. If additional work to complete the inspection work and/or audits is required to meet the Client s guidelines and instructions, and the Contractor does not perform the work, then the amount of cost incurred by BFSI to complete the inspection work and/or audits will be billed to and deducted from payment of Contractor s invoice for that particular claim. 2. In connection with providing the Services, Contractor will: (a) provide all personnel required to provide the Services; (b) furnish or provide all of the materials (including equipment, supplies, tools, automobiles, computers, phones, and offices) and all other items necessary to perform the Services and to carry out and perform all of Contractor s obligations under or pursuant to this Agreement; (c) comply with and conform to all rules, regulations and directives issued by BFSI or their designees from time to time that are not in conflict with the described Services, and shall cause all of its employees, personnel, agents, independent contractors (if any) and invitees at all times to abide by and conform to all of those rules, regulations and directives; (d) upon request from BFSI, Contractor will immediately reassign or remove from the performance of the Services any of its employees or personnel supplied by Contractor, including any supervisory personnel, who, in the sole judgment of BFSI, engage in improper conduct, are not suitably 1 10/2/2017 ED

attired or neatly groomed, or are not otherwise, in the reasonable judgment of BFSI, suitable or acceptable to perform the Services or any tasks assigned to them; and (e) except as provided above, determine the method, details, and means of performing the Services, consistent with the stated business goals, strategies and policies of BFSI. 3. COMPENSATION. The rate for a job completed by Contractor is listed on each client/customer profile and is typically a flat rate based on standard requirements of a particular job type. Should the client/customer profile list, or requirements for work completed by at an hourly rate, it is agreed upon that the rate is $ per hour. Hourly rates must be agreed upon prior to any job start. 4. TERRITORY. Contractor has agreed to accept jobs in the following geographic territory under the terms of this Agreement:. 5. EXPENSES. Contractor is solely responsible for any expenses incurred by Contractor in providing the Services and materials except to the extent Contractor has obtained BFSI s prior written consent and approval. 6. SAFETY, SECURITY AND LEGAL REQUIREMENTS. Without in any way limiting any other term or provision of this Agreement or any obligation of Contractor under this Agreement, Contractor shall do or cause to be done all of the following at Contractor s expense: (a) perform the Services in a first-class manner; (b) adhere to all laws, policies, rules, and regulations applicable to the Services to be provided by Contractor pursuant to this Agreement; (c) obtain, maintain and comply with all licenses, permits and franchises or approvals from any governmental authority that may be required to enable Contractor to perform the Services and (d) fulfill all of its obligations under this Agreement. 7. LICENSES. Contractor warrants and represents that Contractor is properly licensed to perform inspection services in accordance with laws, rules, and regulations of each state in which the Contractor performs inspections. Contractor will maintain such license or licenses in good standing for the duration of this Agreement and will furnish proof of such licensing upon request by BFSI. Contractor will promptly notify BFSI of any suspension, cancellation, or disciplinary action in respect of its license(s). 8. INDEMNIFICATION. (a) Contractor will indemnify, defend and forever save and hold harmless BFSI, its affiliates or related entities, and their respective principals, shareholders, members, partners, officers, directors, employees, representatives, tenants, agents, contractors and volunteers (sometimes collectively referred to in this section as the BFSI Indemnitees and individually as a BFSI Indemnitee ), from and against any and all damages, claims, loses, demands, costs, expenses (including attorney's fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which any one of the BFSI Indemnitees may suffer or incur arising directly or indirectly out of or in connection with the performance of the Services or the failure of Contractor to perform the Services in accordance with the terms of this Agreement, except to the extent arising from a BFSI Indemnitee s gross negligence, willful misconduct or breach of this Agreement. The foregoing indemnification shall survive any termination or the expiration of this Agreement. 2

(b) Contractor shall maintain automobile liability insurance in amounts not less than $100,000 per person, $300,000 per occurrence, and $50,000 for property damage. Contractor is responsible for any auto liability, physical damage, or related vehicle claims that may arise. (c) BFSI will indemnify, defend and forever save and hold harmless Contractor, its affiliates or related entities, and their respective principals, shareholders, members, partners, officers, directors, employees, representatives, tenants, agents, contractors and volunteers (sometimes collectively referred to in this section as the Contractor Indemnitees and individually as a Contractor Indemnitee ), from and against any and all damages, claims, losses, demands, costs, expenses (including attorney's fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which any one of the Contractor Indemnitees may suffer or incur arising directly or indirectly out of or in connection with BFSI s gross negligence, willful misconduct or breach of this Agreement. The foregoing indemnification shall survive any termination or the expiration of this Agreement. 9. WAIVER BY CONTRACTOR. BFSI shall not be responsible for any loss or damage to any property of Contractor resulting from fire, theft, or any other cause unless due to BFSI s gross negligence, willful misconduct or breach of this Agreement and except to the extent expressly provided in this Agreement. Contractor otherwise assumes all risks of loss, damage or destruction of or to any of its property resulting from any such causes. 10. TERM OF AGREEMENT. This Agreement shall remain in effect for a period of one (1) year and shall automatically be renewed for an additional period of one (1) year unless either party notifies the other no later than thirty (30) days prior to the expiration of the Agreement that they desire not to renew it. The contract may terminate during its term for the reasons set forth in Paragraph 11 below. 11. TERMINATION. This Agreement may be terminated by: other; (a) Either party at any time without cause upon 30 days' written notice to the (b) BFSI at any time for cause, provided that this Agreement may only be terminated by BFSI for cause immediately following the end of the cure period if it is possible to cure the issue(s) set forth in the notice; (i) The cure period under this Section 10 ends five business days following written notice from the party terminating; (ii) Cause under this paragraph (b) means (A) Contractor has (I) committed a breach of or default under this Agreement or (II) committed an act of misconduct; or (B) BFSI determines in its sole discretion that any of the Services performed by Contractor are unsatisfactory; (c) Contractor at any time following the end of the cure period upon the failure of BFSI to materially perform hereunder, which failure has not been cured during the cure period following notice from Contractor to BFSI. Following any such termination of this Agreement, BFSI shall only be required to pay to Contractor any compensation earned by Contractor for any Services satisfactorily performed by 3

Contractor prior to the date of termination. 12. INDEPENDENT CONTRACTOR STATUS. Contractor is engaged under this Agreement as an independent contractor and as such shall be solely responsible for full compliance with all requirements under all laws and regulations now or in the future applicable to Contractor, its business affairs and its performance of its duties under or pursuant to this Agreement, including, without limitation, state and federal taxes (including payroll taxes), unemployment insurance and other insurance applicable and necessary with respect to its employees and all of its duties and obligations as an employer. The relationship created by this Agreement is that of independent contractor and nothing contained in this Agreement shall be deemed or construed as creating any partnership, joint venture, employment relationship, agency or other relationship between the parties or to make BFSI liable for the debts or obligations or Contractor. No officer, employee, agent, or servant of Contractor shall be deemed at any time to be an employee, servant, or agent of BFSI for any purpose whatsoever. Contractor shall require all of its personnel (and any authorized assistants, independent contractors or consultants) to refrain from making any representation by word or conduct whereby any other person might understand or believe that they are employees, agents, or servants of BFSI. 13. EFFECT OF AGREEMENT/ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and to their respective, permitted successors and assigns, provided, however, that except as provided below, this Agreement may not be assigned, nor may any of Contractor s duties hereunder be delegated, by Contractor without the prior written consent of BFSI. Notwithstanding any other term or provision of this Agreement, BFSI shall have the right to designate another entity, including, without limitation, one of its affiliates or related entities, to manage, direct and control the Services to be provided by Contractor under this Agreement, and Contractor will fully cooperate with all directives and directions of that designated entity. Any of Contractor s authorized assistants, independent contractors or consultants will at all times be agents, independent contractors and consultants of Contractor, and not BFSI. Contractor is completely and exclusively responsible for the conduct of its authorized assistants, independent contractors and consultants and for payment of their compensation and expenses, including all applicable local, state and federal income taxes, payroll taxes, workers compensation costs, health coverage costs, and all other applicable withholdings and charges. Prior to engaging the services of any authorized assistants, independent contractors or consultants on the Project, Contractor must require them to contractually agree, in writing, to abide by the intellectual property and confidential information provisions of this Agreement. Contractor shall remain primarily responsible to BFSI for the performance of any of its assistants, independent contractors and consultants on the Project. 14. NOTICES. Except as otherwise expressly provided in this Agreement, any and all notices or other communication required or permitted under or pursuant to this Agreement shall be in writing and shall be delivered either by personal delivery or by certified or registered mail, return receipt requested, postage prepaid by United States mail, addressed as follows: Contractor: BFSI: BFS Inspection Services, Inc. 1000 Town Center Way, Suite 300 Canonsburg, PA 15317 Attn: Timothy Horton 4

All notices shall be deemed delivered either upon actual receipt thereof if personally delivered or, if mailed, on the third day following deposit in the United States mails as provided above. Either party may change the address at which it receives notices by notifying the other party of such change in the manner provided herein. 15. CONFIDENTIALITY. Contractor covenants and agrees that any and all information provided to Contractor by BFSI for the completion of work assigned is to be confidential in nature and is not to be communicated to and/or released to any third party absence written approval from BFSI. If said disclosure is made, Summit reserves all legal rights to present a claim for damages caused by the disclosure, in accordance with the terms of the Arbitration provision at Paragraph 20 below. 16. NON-SOLICITATION OF CLIENTS. Contractor covenants and agrees that while Contractor is performing Services under this Agreement, Contractor will not directly or indirectly solicit or attempt to solicit any business from any of BFSI s clients or client prospects with whom Contractor had material contact while Contractor was performing Services under this Agreement. 17. NON-SOLICITATION OF EMPLOYEES AND OTHER CONTRACTORS. Contractor covenants and agrees that while Contractor is performing Services under this Agreement, Contractor will not directly or indirectly, on Contractor s own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, induce, or attempt to recruit, solicit, or induce, any employee or independent contractor of BFSI with whom Contractor had personal contact while providing Services under this Agreement, to terminate their employment or independent contractor relationships with BFSI. 18. WAIVER. No course of dealing or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any right, power or remedy of that party, and no waiver by a party of a breach of any provision of this Agreement will be considered or constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself. 19. CHOICE OF LAW. The validity, interpretation, construction and enforcement of this Agreement shall be governed and controlled by the laws of the State of California, without regard to that State's rules with respect to choice of law, except for the arbitration provision, which shall be governed by the Federal Arbitration Act. 20. ARBITRATION. Any and all disputes arising under this Agreement, including, but not limited to its formation, scope, enforceability, or breach, the performance of Services by Contractor for BFSI, or the cessation of them, and the arbitrability of any dispute, shall be submitted to arbitration before the American Arbitration Association in Los Angeles, California, in accordance with its rules. This mutual agreement to arbitrate claims means that both BFSI and Contractor forego any right either may have to a jury trial on claims relating in any way to this Agreement. Because the arbitration proceeding will be a traditional, bilateral arbitration, it also means that both BFSI and Contractor forego and waive any right to join or consolidate claims in arbitration with others or to make collective or class claims in arbitration, either as a representative or a member of a class, unless such procedures are agreed to by both BFSI and Contractor. No substantive remedies that otherwise would be available to Contractor individually or to BFSI in a court of law, however, will be forfeited by virtue of this Agreement. The prevailing party shall be entitled to recover its attorneys fees and costs from the losing party. The arbitrator shall have the power to make all factual determinations and rule on all issues of law. Any award rendered by the arbitrator shall be final and binding upon each party to the arbitration and 5

unreviewable for error of law or legal reasoning of any kind and judgment on the award may be entered in any court. The award shall include factual findings and conclusions of law. This arbitration provision shall be governed by the Federal Arbitration Act. This Paragraph does not prevent either party to this Agreement from seeking provisional remedies, such as preliminary injunctions and temporary restraining orders, in court, as specifically authorized by the Federal Arbitration Act and the California arbitration statute. 21. MISCELLANEOUS. (a) This Agreement expresses and contains the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior agreements and understandings, either oral or written, with respect to the subject matter of this Agreement. (b) This Agreement shall not be terminated by the merger or consolidation of BFSI into or with any other entity. (c) At no time will the Contractor offer advice, opinion, recommendation, or similar advice regarding coverage, limits, terms, or premiums to a customer. In doing so, Contractor understands they are acting on their own free will and in no way represent BFSI or its customers. (d) Contractor acknowledges that BFSI image materials including brand, logo, graphics, data, statistics, and photographs (collectively, Content ) are owned by BFSI and may not be used without written permission and pre-approval of sample usage through a review conducted by BFSI s compliance and marketing department. (e) During the term of any Project, Contractor shall report in writing to BFSI with whatever frequency and regarding whatever subject matter BFSI shall require of Contractor in order for BFSI to stay apprised of Contractor s activities on the Project, including a final confidential results report due within 25 days of the conclusion of service. Furthermore, during the term of any Project, upon reasonable notice and during regular business hours, BFSI shall have the right to inspect all books and records of Contractor relating to performance of Services. (f) Contractor represents and warrants that it has no business, professional, personal, or other interest, including but not limited to the representation of other companies that would conflict in any manner or degree with the performance of its obligations under this Agreement. Further, the Contractor in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he or she does not have a proprietary interest. If any such actual or potential conflict of interest arises during the term of this Agreement, Contractor shall immediately inform BFSI in writing of the conflict. If, in the reasonable judgment of BFSI, the conflict poses a material conflict to and with the performance of Contractor s obligations on the Project, then BFSI may terminate Contractor s Services immediately upon written notice to Contractor; such termination shall be effective upon the receipt of that notice by Contractor. Nothing herein shall preclude Contractor from engaging in other business activities, so long as the other activities do not violate or are not inconsistent with the terms and conditions of this Agreement, or do not otherwise pose a conflict of interest with Contractor s obligations under this Agreement. 6

(g) If any term or provision of this Agreement is deemed to be contrary to law, that term or provision will be deemed separable from the remaining terms and provisions of this Agreement and will not affect the validity, interpretation or effect of the remainder of this Agreement. (h) Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. (i) This Agreement may not be modified, altered or amended except by a written instrument signed by both parties. (j) This Agreement may be executed in counterparts (including facsimile or.pdf copies), each of which shall be an original, but all of which together shall constitute one and the same agreement. (k) The parties will take such further acts and execute such further documents as may be necessary or convenient to carry out the intents and purposes of this Agreement. (l) Contractor warrants that neither Contractor nor any employee, agent, independent contractor or consultant of Contractor will engage in any unlawful harassment of any BFSI employee, contractor, client, customer or consultant, and Contractor understands that any such conduct shall be a breach of this Agreement and cause for immediate termination. (m) It is understood and agreed that Contractor is not covered by any liability insurance policies that BFSI may have and that Contractor is responsible for procuring and maintaining any liability insurance policy necessary to perform such services. IN WITNESS WHEREOF, the parties have executed this Agreement on the later of the dates set forth below. Dated:, 20 BROKERAGE FINANCIAL SERVICES INSPECTIONS By: Name: Title: Dated:, 20 INDEPENDENT CONTRACTOR By: 7

Name: Title: AUTO INSURANCE LIMIT/CARRIER: Policy # Effective Dates: HFB 1813451.2 U8015002 [BFSI INDEPENDENT CONTRACTOR AGREEMENT] 8