MUTUAL AGREEMENT TO ARBITRATE CLAIMS

THIS MUTUAL AGREEMENT TO ARBITRATE CLAIMS is made and entered into on the

______________________ day of ________________________________, between

_________________________________________("Technician") and _________________________________________("Subcontractor") and CU Employment, Inc. ("Contractor" or "CUI")

WHEREAS, Contractor is in the business of providing cable installation services to certain Multiple System Operators; and

WHEREAS, Subcontractor is an operator of a business providing cable installation services; and

WHEREAS, Technician desires to perform work for Subcontractor; and

WHEREAS, Subcontractor has entered into an agreement with Contractor (or other Subcontractor of Contractor) wherein Contractor has agreed to perform certain cable installation services for certain Multiple Systems Operator, including but not limited to Charter, Comcast and Time Warner (collectively, the "MSO"); and

WHEREAS, Technician has been selected by Subcontractor to perform certain cable installation services for Contractor;

NOW, therefore, in consideration of the mutual promises herein, the parties agree as follows: Technician agrees that he is a Technician who is under contract with Subcontractor. Technician further agrees that Subcontractor has entered into an agreement with CUI, or other Subcontractor who has entered into an agreement with CUI, where CUI has agreed to perform certain cable installation services for the MSO. Technician further agrees that he has been selected by Subcontractor to perform certain cable installation services for CUI. Technician further agrees that during any and all times during this agreement that Technician is not an employee of CUI, or the MSO, but is instead solely a technician of Subcontractor.

Technician agrees that to the extent any differences of opinion or disputes arise between him and Subcontractor, or CUI, or the MSO, before, during or after Technician's relationship with Subcontractor, Technician understands the terms of this agreement shall govern and control all such claims. Furthermore, Technician agrees that by entering into this Agreement to Arbitrate Claims ("Agreement"), Technician will gain the benefits of a speedy and impartial dispute resolution procedure.

Except as provided in this Agreement, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to this Agreement. To the extent that the Federal Arbitration Act either is inapplicable or is held not to require arbitration of a particular claim or claims, the state law of the state where the Technician last worked for Subcontractor shall apply.

Technician understands that any reference in this Agreement to Subcontractor will refer to Subcontractor as well as Subcontractor's benefit plans' sponsors, fiduciaries, administrators, parent corporations, subsidiaries, other related entities, and affiliates, and all successors and assigns of any of them, as well as all stockholders, owners, managers, employees, insurers, attorneys, and agents allegedly acting in the scope of their relationship(s) with Technician. Technician understands that any reference in this Agreement to Contractor will refer to Contractor as well as Contractor's benefit plans' sponsors, fiduciaries, administrators, parent corporations, subsidiaries, other related entities, and affiliates, and all successors and assigns of any of them, as well as all stockholders, owners, managers, employees, insurers, attorneys, and agents, and any MSO, allegedly acting in the scope of their relationship(s) with Subcontractor and/or Technician.

Claims Covered by the Agreement

Technician and Subcontractor and Contractor mutually agree to resolve by arbitration all claims or controversies ("claim" or "claims"), past, present or future, whether or not arising out of Technician's work for Subcontractor, Contractor, any other Subcontractor of Contractor, or MSO (or Subcontractor's, Contractor's or MSO's decision to discontinue using Technician), that Technician may have against Subcontractor, Contractor or MSO or that Technician may have against Subcontractor, Contractor or MSO, or against their officers, directors, members, stockholders, employees, agents, contractors, insurers, and attorneys to the extent Technician asserts a claim or claims against any of these designated individuals or entities based on alleged acts or omissions undertaken for, on behalf of, and/or within the line and scope of work or agency with Subcontractor, Contractor or MSO, i.e., a claim or claims relating to their official capacity for which Technician seeks to impose, or could possibly impose, indirect, derivative, and/or vicarious liability against Subcontractor, Contractor or MSO.

Technician agrees to arbitrate claims against Subcontractor, Contractor, any other Subcontractor of Contractor, and MSO and their officers, directors, members, stockholders, employees, agents, insurers, and attorneys in their official capacity even if Technician does not pursue any claim or claims against Subcontractor or any other entity. Technician agrees that the only claims that can be arbitrated are those that, if it were not for this Agreement, could have been lawfully filed and maintained in state or federal court.

This Agreement covers any and all disputes that arise between Technician and Subcontractor and Contractor and the MSO. Examples of the kinds of claims that are covered by this Agreement include, but are not limited to:

• claims for breach of any contract (express or implied);
• tort claims;
• equilable claims and theories;

• all matters directly or indirectly related to the selection for contract work, Technician's contract work, work assignments, work environment, compensation and relationship with Subcontractor, Contractor and/or MSO, including but not limited to: claims for wages, salary, benefits, or other compensation due, claims for violation of the Fair Labor Standards Act, 29 U.S.C. §§ 201-219 or; claims that Technician is an "employee" under any state or federal law relating to the payment of wages and/or hours; claims under federal or state law involving discrimination, whether based on race, sex, religion, national origin, age, marital status, medical condition, handicap, disability, military or veteran status, or any other protected trait under state or federal law (this would include, for example, claims brought under Title VII of the Civil Rights Act of 1964, as amended, including the amendments of the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act and/or the Age Discrimination in Employment Act); and claims alleging Contractor retaliated against Subcontractor for claiming any rights protected or arguably protected under any federal or state law, including but not limited to claims for workers' compensation retaliatory discharge.
• claims for pay or benefits;
• claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance.
• claims under any equitable theory not specifically excluded by the Agreement. Except as otherwise provided in this Agreement, Technician and Subcontractor and Contractor agree that neither party will file or pursue any lawsuit or administrative action (other than an administrative charge of discrimination within the jurisdiction of any state or federal agency) in any way related to any claim covered by this Agreement.
• Additionally, the parties expressly agree and acknowledge that they are required by this Agreement to participate in bilateral arbitration that exclusively involves Technician and Subcontractor and/or Contractor and/or MSO and that arbitration pursuant to the Agreement will not be conducted as a class action, collective action, or joint or consolidated action involving parties other than Technician and Subcontractor and/or Contractor and/or MSO. With respect to any claim, the parties further expressly agree and acknowledge that they are waiving any of the following rights that they would have or may have had in the absence of the Agreement: (i) the right bring a claim or seek to bring a claim as class action or collective action; (ii) the right to join or attempt to join other persons or entities in a single action; (iii) the right to have the party's claim consolidated or to seek to have the party's claim consolidated with the claims of other persons or entities, and (iv) the right to participate in or attempt to participate in any class, collective, joint, or consolidated action or proceeding. The parties further expressly agree that the arbitrator selected pursuant to this Agreement (the "Arbitrator") may only resolve claims of Contractor and/or Subcontractor and/or Contractor and/or MSO and that the Arbitrator lacks the power to conduct any class, collective, joint, or consolidated proceedings.

Representation in Arbitration

Any party may be represented by an attorney or other representative selected by the party.

Discovery in Arbitration

The parties shall each be entitled to take the deposition of two individuals, not including expert witnesses identified by either party. Each party shall have the right to make thirty (30) requests for production to the other party. The Arbitrator shall have the discretion to order such other or additional discovery as may be necessary for the fair adjudication of claims upon a showing of good cause by the requesting party, taking into account each party's mutual desire to have a speedy, cost effective dispute resolution procedure.

Designation of Witnesses and Exhibits in Arbitration

At least 30 days before the arbitration, the parties must exchange lists of witnesses, including any expert witnesses, and copies of all exhibits intended to be used at the arbitration.

Subpoenas in Arbitration

Each party can subpoena witnesses and documents for discovery and for the arbitration.

Arbitration Procedures

Unless otherwise agreed in writing by the parties, the arbitration will be held under the auspices of either the American Arbitration Association ("AAA") or Judicial Arbitration & Mediation Services, Inc. ("JAMS" The party that did not make the claim for arbitration will have the right to choose whether AAA or JAMS will conduct the arbitration, after which the party making the claim for arbitration will continue to be responsible for formally filing a Demand for Arbitration with the designated arbitration entity. The party attempting to institute a claim either in court or in arbitration will be the party deemed the party making the claim for purposes of this paragraph.

Technician and Subcontractor and Contractor agree that the arbitration shall be conducted in accordance with the AAA's then-current employment arbitration procedures (if AAA is designated) or the then-current JAMS employment arbitration rules (if JAMS is designated) where the applicable arbitration rules establish policies and/or procedures that are: (A) not otherwise provided for in the Agreement, and (B) not inconsistent or in conflict with any specifically delineated policies and/or procedures in the Agreement. Subject to this requirement that the Agreement will control over applicable arbitration rules in the event or inconsistency or conflict, the Arbitrator must be either a retired judge, or an attorney licensed to practice law in the state in which the arbitration is convened. Unless stipulated to by the parties, the arbitration will be in or near the city where Technician and Subcontractor entered into their contractual relationship. The Arbitrator shall be selected as follows: The sponsoring organization will provide each party with a list of 11 arbitrators drawn from its panel of employment dispute arbitrators. Each

party may strike all names on the list that the party finds unacceptable. If only one common name remains on the lists of all parties, that individual will be designated as the Arbitrator. If more than one common name remains on the lists of all parties, the parties are to strike names alternately from the list of common names until only one name is left. The party who did not initiate the claim will strike first. If no common name exists on the lists of all parties, the sponsoring organization shall furnish an additional list and the parties will repeat the process. If no arbitrator has been selected after two lists have been distributed, then the parties shall strike alternately from a third list, with the party initiating the claim striking first, until only one name remains. That person shall be designated as the Arbitrator. The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted (sometimes collectively referred to as "Applicable Substantive Law" The Arbitrator has no jurisdiction to apply any different substantive law or law of remedies. The Arbitrator shall render a written award and opinion with findings of fact and conclusions of law.

As further addressed below, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. To the extent the Arbitrator determines that all or any part of this Agreement is voidable as unconscionable, violative of public policy, or otherwise under Applicable Substantive Law, the Arbitrator shall have the power and obligation to modify or sever any offending provision from the Agreement so that the remainder of the Agreement can be enforced unless expressly prohibited by Applicable Substantive Law from doing so. The arbitration shall be final and binding upon the parties, except as provided in this Agreement. The Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person as the Arbitrator deems necessary. The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. Summary judgment shall not be disfavored under this agreement and the Arbitrator shall entertain a motion to dismiss and/or a motion for summary judgment, taking into account the parties' mutual desire to have a speedy, cost-effective dispute- resolution procedure. Either party may obtain a court reporter to provide a stenographic record of proceedings at his, her, or its own costs.

Either party, upon request at the close of hearing, shall be given leave to file a post-hearing brief before the Arbitrator issues an opinion. The time for filing such a brief shall be set by the Arbitrator but shall not be less than twenty-one (21) days.

Either party shall have the right, within twenty (20) days of issuance of the Arbitrator's opinion, to file with the Arbitrator a motion to reconsider (accompanied by a supporting brief), and the other party shall have twenty (20) days from the date of the motion to respond. The Arbitrator thereupon shall reconsider the issues raised by the motion and promptly either confirm or change the decision, which (except as provided by this Agreement) shall then be final and conclusive upon the parties.

Intention that Arbitrator Decide "Gateway" Questions of Arbitrability

The parties expressly agree and acknowledge their "clear and unmistakable" intent, consistent with First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944 (1995), for this Agreement to cover all "Gateway" questions of arbitrability. Accordingly, the parties agree that the Arbitrator, and not a court or agency, will decide all questions of arbitrability, specifically including but not limited to whether the parties entered into an agreement to arbitrate; whether the Agreement covers a particular controversy; whether the Agreement is enforceable; whether the Agreement is unconscionable, otherwise voidable, or void; and whether the Agreement can be enforced even if unconscionable or otherwise voidable through modification or severance of any offending provision in the Agreement.

Arbitration Fees and Costs

Technician and Subcontractor and contractor agree that the party initiating the claim (either in court or in arbitration) shall be responsible for paying any filing fee of the designated arbitration entity (AAA or JAMS) and that all other fees and costs imposed by the designated arbitration entity, including but not limited to the Arbitrator's fees, relating to the claim shall be shared equally by the parties. If a party files a claim in Court that is subject to this Agreement, that party will be responsible for paying the filing fees for both the filed court claim and any subsequent arbitration claim.

Each party shall be responsible for the payment of all other costs and expenses it, he, or she incurs as a result of Arbitration, specifically including a party's own attorney's fees, if any, except as otherwise provided in the Agreement. However, if any party prevails on a statutory claim which affords the prevailing party attorney's fees, or if there is a written agreement providing for an award of attorney's fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fees shifting provided by the applicable law. Except when express provision therefore is made under or express prohibition established by Applicable Substantive Law, costs other than attorneys' fees shall be allowed as a matter of course to the prevailing party unless the Arbitrator otherwise directs. The party seeking an award of costs must serve a motion to recover costs for the Arbitrator's review within five (5) days after the award.

Notwithstanding any of the foregoing, the parties expressly agree and acknowledge that the provisions in the Agreement regarding the allocation of any costs and/or fees imposed by the designated arbitration entity are subject to the following conditions:

(A) to the extent that Applicable Substantive Law establishes a per se prohibition on either party bearing any specific type of imposed arbitration fees and/or costs (e.g., the Arbitrator's fees) or establishes a per se prohibition on the total amount of imposed arbitration fees and/or costs that either party may be required to bear (e.g., no more than the amount of the court filing fee the party would have been required to pay in the absence of the Agreement), the parties agree and acknowledge that the party protected by any such pro se prohibition shall only be responsible for payment of imposed arbitration fees and/or expenses to the maximum extent permitted by Applicable Substantive Law, with all remaining imposed arbitration fees and costs being allocated to the party not benefitted by such pro se prohibition, and

(B) the Arbitrator shall have the right and obligation to adjust the allocation of the parties' respective financial responsibility for the payment of fees and/or costs imposed by the designated arbitration entity, including the filing fee, where (i) the applicable arbitration rules mandate a different allocation, (ii) in the absence of an adjustment, the Agreement would impose an unreasonable or prohibitively expensive burden on a party that would impair the party's ability to vindicate any statutory rights or would otherwise make the Agreement unconscionable, or (C) where allocation of is necessary to ensure that the Agreement is conscionable or otherwise enforceable

The parties expressly agree and acknowledge that whether and to what extent these conditions on the allocation of imposed arbitration fees and/or costs apply are questions to be exclusively determined by the Arbitrator as "Gateway" questions of arbitrability. Accordingly, the parties further agree and acknowledge that they have no right to obtain a court or agency determination that the Agreement is unenforceable in whole or in part based on the default terms regarding the allocation of imposed arbitration fees and expenses.

Judicial Review

Either party may bring an action in any court of competent jurisdiction to compel the other party to arbitrate his, her, or its claim pursuant to this Agreement and/or to enforce an arbitration award issued pursuant to the Agreement. A party opposing enforcement of an award may bring a separate action in any court of competent jurisdiction to set aside the award, where the standard of review will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury, provided Applicable Substantive Law does not prohibit the parties from agreeing on the applicable standard of review.

Confidentiality

All aspects of the proceedings, including any settlement negotiations that may arise during the proceedings, shall be confidential except (1) to the extent all parties agree otherwise, in writing; (2) as may be appropriate in any subsequent proceeding between the parties; or (3) as may otherwise be appropriate in response to a governmental agency or legal process.

Not an Employment Agreement

This Agreement does not create, and shall not be construed to create, any contract for employment, express or implied. This Agreement does not in any way alter the Technician status Subcontractor.

Disclosure and Authorization to Release Information

do hereby authorize verification of all information in my contract application from all sources of employment, contracts, education, motor vehicle, financial history, criminal history, personal character and authorize 5 Star communications or an agent of CUI to obtain the information referred to herein, whether the said records are public or private, and including those which may be deemed to be privileged or confidential in nature. Information appearing on this Authorization will be used exclusively by CUI for identification purposes and for the release of information which will be considered in determining any suitability for contract. I authorize without reservation any individual, corporation or other private or public entity to furnish 5 Star communications  or any of its agents the information referred herein. I release 5 Star communications  ,its agents and any and all individuals, corporations, or other private or public entities providing information from any liability for damages that may result to me as a result of furnishing or attempting to furnish such information. I certify that I have made true, correct, and complete answers and statements on my contract application, any supplements to it and any interview in the knowledge that they will be relied upon in considering my application for employment. I agree to provide additional information that may be requested to process my employment application. I authorize without reservation, any part or agency contacted by 5 Star communications or any agent of CUI, to furnish the above-mentioned information. This authorization is valid during the course of my contract to the extent permitted by law.

 

I understand and agree that any omission, false statement, misleading statement, or answer made by me on my application or any supplements to it and in any interviews will be sufficient grounds for rejection of contract and my discharge of contract.

Contract Drug Testing Agreement

I hereby consent to submit urinalysis and/or other tests as shall be determined by 5 Star communications in the selection process of applicants for contracting for the purpose of determining substance use.

I agree that 5 Star communications may collect these specimens for the tests and forward them to Laboratory for analysis.

I further agree to, and hereby authorize, the release of the results of said tests to 5 Star communications designated Medical Review Officer (MRO), and from the MRO to the contactor. Positive results mau be reported to the company by the MSO.

I understand that the current use of drugs and/or alcohol shall prohibit me from contracting for 5 Star communications. I further agree to hold harmless this company and its agents, Laboratory, and Medical Review Officer from any liability arising in whole or in part from the collection of specimens, testing, and use of the results from said tests in connection with the company's consideration of my application for contract.

I further agree that a reproduced copy of this Contract consent and release form shall have the same force and effect as the original. I have carefully read the forgoing and fully understand its contents. I acknowledge that my signing of this consent and release form is a voluntary act on my part and that I have not been coerced by anyone to sign this document.

 

construction sites is made solely by my employer's client and no one else. I also understand that only my employer's client makes the rules and decisions about their own security clearance for access and NOT my employer.

5. I understand that if I pass my employer's client's security clearance criteria, I may be issued a security clearance card granting me specific and restricted access to my employer's client's customers, facilities and/or constructions sites. I also understand and agree that a security clearance decision by my employer's client is not subject to any individualized assessment as I understand and agree that my employer's client and its agents are not my employer, but rather, my employer is an independent contractor for its client who is demanding a separate non-pre-employment security clearance.

6. I further request, authorize, direct, and instruct any and all governmental agencies, private entities, companies and/or individuals to release any and all information relating to me to my employer's client, or its agents, in an effort for my employer's client, or its agents to perform a determination for my eligibility for my employer's client's security clearance.

7. I understand that my employer's client, and/or its agents, may need a copy of my social security card, driver license and/or other personal documentation, including, but not limited to, police reports, plea agreements, probation or parole information and/or other information to complete its determination for eligibility for my employer's client's security clearance, and I agree to fully cooperate with the my employer's client, and its agents, and to assist them to complete my eligibility determination. I understand that even if I do cooperate that my employer's client, and its agents, have no duty to complete an investigation(s) or determination for eligibility for me for my employer's client's security clearance.

8.I understand that my employer's client, and its agents, have no duty to me whatsoever to complete or to issue an eligibility determination for a security clearance, for any reason or no reason, and without

9.I hereby release my employer from any liability whatsoever for releasing my personal information to its client, or its clients' agents, as I have specifically instructed my employer to release all of my personal information that they may ever receive about me and from any source.

10. I agree, desire, request and instruct that any claim, dispute or controversy linked to, arising out of, or in any way related to, or associated with: my employer releasing my personal information to my employer's client, or its agents; my employer's client, or its agents, making any determination or adjudication of eligibility for a security clearance; failure of my employer's client, or its agents, to complete my eligibility determination or adjudication for employer's clients security clearance; my employer's clients, or its agents, making a determination or adjudication of not issuing me security clearance; the investigation performed or the consumer reports prepared by the credit reporting agency; any alleged or actual violation of federal, state, county or local statute, act, rule, law or ordinance by my employer, my employer's client's, or its agents, or the credit reporting agency that performed the original background investigations and prepared the consumer report delivered to my employer; any alleged or actual violation of ANY federal, state, county, or local statute, act, rule, law or ordinance, or; any other reason whatsoever related to or arising out of anything to do with a security clearance, all of

17. If I qualify for a Phase 2 non-pre-employment access security clearance for my employer's client I agree: To wear the security clearance badge in plain view whenever I am in the scope of my employment with my employer when in any way servicing a customer of my employer's client, or when I am in or on a facility or construction site of my employer's client. To allow anyone to scan the security clearance badge, including all of my employer's client's representatives. That the security clearance badge is the property of my employer's client and that I will report a lost or stolen badge to my employer immediately. That I must and will return the badge to my employer immediately upon termination from my employer for any reason, and that failure to do so is considered theft and may affect my future ability to obtain another non-employment security clearance from my employer's client. To contact my employer or my employer's client directly if I suspect any fraud or misuse of my badge or anyone else's badge. original employer prior to issuance of a new badge for a new employer. My employer and/or my employer's client retain the absolute right to deactivate and retrieve the security clearance badge at any time, for any reason.

That my employer's client's security clearance badge may be transferred but must first be returned to my

18. I certify and warrant that all the information contained in this request, authorization, directive, and instructions in this document are true and correct. I agree that if a security clearance is granted to me that it may be terminated at any time for any reason, or no reason, by my employer or my employer's client.