Hold Harmless Agreement

WHEREAS, Copeland is engaged in the business of providing industrial, commercial and residential electrical contracting services; and

WHEREAS, Subcontractor is capable of performing certain electrical related work from time to time on behalf of Copeland and Copeland's clients; and

WHEREAS, in connection with the performance of Copeland's obligations to its clients, Copeland desires to utilize Subcontractor from time to time, and Subcontractor desire to perform work on behalf of Copeland all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and payments to be made to Subcontractor for work performed, Copeland and Subcontractor hereby agree as follows:

1. Scope of Services. Except as may otherwise be expressly modified in a subsequent statement of work ("Statement of Work") issued by Copeland to Subcontractor, the general terms and conditions set forth in this Master Subcontract Agreement shall apply to all work and services provided by Subcontractor. Such work and the services to be performed by Subcontractor shall be as more specifically described in each Statement of Work as the same may be agreed upon between Copeland and Subcontractor from time to time. Subcontractor will perform the services described in each Statement of Work (the "Work") in accordance with the completion times and upon all other terms and conditions which may be set forth therein. If required, any relevant portions of the applicable contract between Copeland and its client (each a "Client Agreement") between Copeland and its client ("Client") will be attached as an exhibit to the Statement of Work.

2. Price and Payment Terms. Copeland will pay Subcontractor for the Work only upon and within ten (10) days of receipt of payment from Client but in no event later than ninety (90) days from receipt of an invoice from Subcontractor on the terms and conditions set forth in the applicable Statement of Work.

3. Term and Termination. The primary term of this Agreement shall be one (1) year commencing on the day and year first written above, unless terminated as provided herein (the "Primary Term" Upon the expiration of the Primary Term, this Agreement shall continue on a month-by-month basis until either party gives at least thirty (30) days' prior written notice to the other party to terminate. In the event of termination without cause, Copeland agrees to pay Subcontractor for all of Subcontractor's uncontested Work performed up to the date of termination but only upon Copeland's receipt of payment for such work from Client. Either party may terminate this Agreement for material breach, provided, however, that the terminating party has given the other party at least five (5) days written notice of and a reasonable opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies for breach.

4. Insurance. Subcontractor shall take out and maintain and shall require all its subcontractors (to the extent approved by Copeland in advance and in writing) to take out and maintain minimum insurance coverage as follows:

   A. Worker's Compensation. Worker's Compensation insurance in statutory limits and Employer's Liability with limits in the amount of $1,000,000 per accident covering all employees who perform any of the obligations assumed by Subcontractor under this Agreement.
   B. General Liability. A Comprehensive General Liability or Commercial General Liability policy covering all operations under this Agreement containing limits of liability of at least $1,000,000 combined single limit for each occurrence and $2,000,000 in the aggregate for bodily injury, death, and accidents and property damage during the policy period.
   C. Automobile Liability. Automobile Liability insurance on all vehicles used in connection with this Agreement, whether owned, non-owned, or hired; public liability limits in the amount of $1,000,000 for one person and $1,000,000 for each accident; property damage limit of $1,000,000 for each accident.
   
   Subcontractor will furnish to Copeland Certificates of Insurance, signed by its insurance carriers who are satisfactory to Copeland, evidencing the insurance required hereunder. Each certificate will provide that at least thirty (30) days' prior written notice will be given to Copeland in the event of cancellation, suspension, or material change in the policy to which it relates. It is expressly agreed and understood that the cost of premiums and the deductibles for the insurance required by this Paragraph 5 will be borne by Subcontractor exclusively provided, however, that in the event a Client requires insurance in excess of that provided above, Copeland and Subcontractor shall mutually agree upon the responsibility for the payment of premiums for such additional coverage prior to the commencement of any Work and Copeland agrees to negotiate in good faith with Subcontractor relative to the payment of such premiums.
   
   
5. Subcontractor's Duties and Obligations:
   

   a. Cooperation, records and reports. Subcontractor agrees to cooperate with Copeland's reasonable requests with respect to the scheduling and performance of the Work, and will keep accurate records of its activities undertaken in performance of the Work. Subcontractor will provide Copeland with a written report of work completed and time spent thereupon twice monthly, and will also provide Copeland with such other reports that Copeland may reasonably request from time to time. Subcontractor agrees to permit and facilitate an inspection of Subcontractor's work by Copeland, its agents and all public and governmental authorities.

   b. Personnel records. As the employer of its own employees performing the Work, Subcontractor will maintain all necessary personnel and payroll records for its employees, calculate wages, withhold or pay applicable federal, state and local taxes or other amounts required to be paid or withheld by law, and pay net wages and fringe benefits, if any, directly to its employees.

   c. Skill and care. Subcontractor, its employees, and subcontractors shall be responsible in the performance of the Work under this Agreement for exercising the degree of skill and care required by contractors customarily providing such services. The obligations and duties to be performed by Subcontractor under this Agreement shall be performed by persons qualified to perform such duties efficiently. Subcontractor, if Copeland shall so direct, shall replace any person or subcontractor employed by Subcontractor in connection with the work to be performed hereunder.

   d. Communication. Subcontractor agrees to cooperate and coordinate with Copeland in all aspects of performance of this Agreement, and to communicate frequently with appropriate Copeland personnel regarding progress of the Work and key and important decisions regarding the Agreement and the work performed thereunder. Both parties shall designate specific personnel who shall serve as points-of-contact and authorized representatives for the respective parties as to the Work performed under this Agreement. All Work to be performed hereunder shall be subject to the direction and approval of Copeland; provided, however, such approval shall not be unreasonably withheld.

   e. Lien Waivers. Upon request of Copeland, Subcontractor shall execute on behalf of itself and obtain from its subcontractors, materialmen, mechanics, laborers, and any other persons or entities possessing any right to any lien under applicable law, interim or final affidavits and lien waivers for any performance or work done pursuant to a Statement of Work in exchange for interim or final payment for said Work. Subcontractor further agrees to promptly pay any lien and Subcontractor shall indemnify, protect, and hold harmless Copeland, its successors and assigns from all costs, expenses, including reasonable attorneys' fees, damages or claims arising out of any of Subcontractor's subcontracts or disputes between Subcontractor and its subcontractors or other persons entities or from failure of Subcontractor to promptly pay its subcontractors and other persons or entities possessing any right to any lien.

6. Non-Solicitation.
   

   a. Client. Subcontractor agrees that during the period of engagement pursuant to a Statement of Work and for a period of one (1) year thereafter, Subcontractor will not, directly or indirectly, and in any capacity whatsoever, perform or solicit the performance of services which are similar to or competitive with services of the type performed or offered by Copeland to: (i) any client of Copeland or (ii) any current client prospect of Copeland for whom Subcontractor directly or indirectly assisted in the preparation or submission of a proposal made by Copeland to such client prospect during the one (1) year period preceding Subcontractor's cessation of work.

   b. Employee. Subcontractor further agrees that during said period Subcontractor will not, directly or indirectly, solicit or hire any employee of Copeland to work for any person, partnership or entity other than Copeland.

7. Subcontractor Warranties. Subcontractor warrants that all materials furnished and work performed by Subcontractor pursuant to a Statement of Work will be free from defects to materials and workmanship for a period of one (1) year and upon receipt of notice from Copeland of any such defect, Subcontractor shall be required at its sole cost to cure such defect. This warranty shall commence on the date of substantial completion of Subcontractor's work. 

8. Relation of Parties. The performance by Subcontractor of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply any agency relationship between Subcontractor and Copeland, or between Subcontractor and any Client nor will this Agreement be deemed to constitute an employer/employee relationship or joint venture or partnership between Subcontractor and Copeland, or between Subcontractor and any Client.

9. Intellectual Property Ownership. All work or materials developed or provided by Subcontractor under this Agreement will be deemed to be "work made for hire" and owned exclusively by Copeland. To the extent that Subcontractor's Work is not properly characterized as "work made for hire," Subcontractor hereby irrevocably grants to Copeland all right, title and interest in and to Subcontractor's Work (including but not limited to the copyright therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world.

10. Confidential Information. Subcontractor acknowledges and agrees that the terms of any and all Statements of Work, Client Agreement, Change Order or any other document issued by Copeland to Subcontractor is and shall remain confidential. Therefore, Subcontractor agrees that at no time, even following termination of this Agreement for any reason, shall Subcontractor disclose to any third party, without the prior written consent from Copeland, any information obtained from or through Copeland in connection with the performance of this Agreement unless (i) the information is, at the time of disclosure by Subcontractor, then in the public domain; or (ii) the information is known to Subcontractor prior to obtaining the same from Copeland or (iii) the information is obtained by Subcontractor from a third party who Subcontractor had no reason to believe the information had been received, directly or indirectly, from Copeland under a duty of confidentiality. Similarly, Copeland agrees not to disclose any information pertaining to Subcontractor's methods, pricing, or proprietary rights without written authority of Subcontractor, except under similar conditions as enumerated above as to disclosure of confidential Copeland information.

11. Indemnification. Copeland agrees, to the fullest extent permitted by law, to indemnify and hold the Subcontractor harmless from any and all damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by Copeland's negligent or tortious acts, errors or omissions, and those of Copeland's other subcontractors or consultants or anyone for whom Copeland is legally liable, in the performance of services under this Agreement. However notwithstanding the foregoing, to the extent that Copeland's indemnity obligations hereunder are covered under the terms of any insurance policies maintained by Copeland, Copeland's aggregate liability for such obligations shall be limited to the coverage provided under such insurance policies, except that Copeland shall be responsible for all deductibles applicable to such

    Subcontractor agrees, to the fullest extent permitted by law, to indemnify and hold Copeland harmless from any and all damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the Subcontractor's negligent or tortious acts, errors, or omissions and those of Subcontractor's contractors or consultants or anyone for whom the Subcontractor is legally liable, and arising from the project that is the subject of this Agreement or any Statement of Work.
    
    Notwithstanding the foregoing provisions of this Section 11, neither party shall be obligated to indemnify the other party in any manner whatsoever for such other party's own negligence or tortious acts.

12. Notices. Any notice provided for or required hereunder shall be given in writing to the following:

13. Assignment and Subcontracting. Subcontractor will not assign this Agreement, in whole or in part, without the prior written consent of Copeland. Subcontractor shall not subcontract any portion of the Work without the prior written approval of Copeland. In the event of such prior written approval Subcontractor hereby retains responsibility to Copeland for compliance by its subcontractor with the requirements of this Agreement. Subcontractor agrees that Copeland will incur no duplication of costs as a result of any such subcontracts.
    
    
14. Compliance With Laws
    1. Environmental Compliance. Subcontractor shall not cause or permit a violation of, or perform Work in a manner that will cause any remedial obligation under any local, state or federal environmental laws. Subcontractor shall comply with all environmental standards established by Copeland or Client, including any applicable site- specific environmental plans.
    2. Safety Compliance. The safety of the general public, including Subcontractor's employees, Copeland's employees, and Client's employees, shall at all times be paramount and protected by Subcontractor in the performance of the Work. Subcontractor agrees to comply with all federal, state and municipal laws, ordinances, rules, regulations, codes and other requirements concerning safety, including but not limited to, the Federal Occupational Safety and Health Act of 1970 as amended ("OSHA" Subcontractor shall comply with all safety standards established by Copeland or Client, including any applicable site-specific safety plans and Copeland or Client contractor safety program, provided to Subcontractor (collectively "Safety Rules" Upon request, Subcontractor shall provide to Copeland or Client its current accident safety rating (Notice of Violations/Citations and Three-Year incident Rate History) and/or copies of its safety policy, material safety data sheets, and any other safety documents required by law.
    3. Other Laws, Permits. In addition to the above referenced laws, in the performance of the Work, Subcontractor shall comply with all other applicable laws of any governmental authority or agency having jurisdiction (collectively "Applicable Laws" Subcontractor will also obtain and comply with all permits, licenses and authorizations (collectively "Permits") necessary for its performance hereunder. Upon request, Subcontractor agrees to certify compliance with the Applicable Laws, Safety Rules and/or Permits.
    4. Required Notices to Copeland. Subcontractor shall immediately notify Copeland of:
       1. Any incident, accident, action, loss, or existence of any unsafe or other condition which involves or could involve personal injury or property damage or loss relating to the Work.
       2. Any potential, actual or pending site inspection, investigation or inquiry by any governmental authority.
       3. If notice is first given orally, Subcontractor shall provide written notice within twenty-four (24) hours or such shorter period required by the Client Agreement.
    5. Drug and Alcohol Testing. Subcontractor shall comply with all policies and regulations established by Copeland or Client regarding drug and alcohol testing. Upon request, Subcontractor shall provide Copeland with its written plan required by the foregoing policies and regulations for review and approval prior to commencement of the Work. Subcontractor warrants that all of its employees performing services for Copeland are in compliance with the above policies and regulations and the applicable drug and alcohol testing program.
    6. Statutory Employer. For purposes of Section 1061 of Title 23 of the Louisiana Revised Statutes, Subcontractor and Copeland agree that Copeland, as principal, shall be deemed a statutory employer to Subcontractor's employees while Subcontractor's employees are providing and/or services to Copeland pursuant to a Statement of Work.
15. Compliance with Client Agreement. Subcontractor shall comply with all relevant provisions of the Client Agreement attached to the Statement of Work, and all policies, rules, and regulations established by the Client pursuant thereto, applicable to Copeland and its subcontractors. If any provision of the Client Agreement applicable to subcontractors of Copeland establishes a higher standard for the Subcontractor than this Subcontractor Agreement, then the higher standard of the Client Agreement shall apply.
16. Attorneys' Fees. Should any litigation or arbitration be necessary to enforce the terms of this Agreement, the prevailing party will be entitled to its reasonable attorneys' fees and costs
17. Severability. In the event that any of the provisions, or portions, or applications of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, Copeland and Subcontractor shall negotiate an equitable adjustment in the provisions of this Agreement with a view toward affecting the purpose of this Agreement. If the provision cannot be modified so as to be enforceable under existing laws, this Agreement shall be construed and enforced as if such provision had not been included herein and the validity and enforceability of the remaining provisions, or portions of applications thereof, shall not be affected thereby.
18. Force Majeure. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.
19. No Waiver. The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by written instrument executed by authorized representatives of the parties hereto.
20. Entire Agreement. This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
21. Non-exclusivity. Subcontractor acknowledges and agrees that the Work contemplated to be performed under this Agreement is of a non-exclusive nature, and Copeland shall not be restricted from contracting with other parties for performance of similar Work, subject to compliance with all other terms of this Agreement.
22. Applicable Law. This Agreement and all matters pertaining thereto, including but not limited to, matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction, shall be construed and governed by the laws of the State of Louisiana; and the parties hereto further agree that the proper jurisdiction and venue of any claims, cause of action or litigation arising out of this Agreement shall be in Ouachita Parish, State of Louisiana.
23. Disputes. In an effort to resolve any conflicts that arise during or following the completion of the project, Copeland and Subcontractor agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non- binding mediation unless the parties mutually agree otherwise.

    Copeland and Subcontractor further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants to likewise include a similar mediation provision in all agreements with subcontractors, sub-consultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements.

24. Parties Bound. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

COPELAND ELECTRIC COMPANY, L.L.C.