This agreement is between yourself, herein after called "contractor", and MDSnow Removal, hereinafter called "MDSR".

ARTICLE 1. INDEPENDENT CONTRACTOR
The Contractor is an independant Contractor and not an employee of or joint venture with MDSR. Any person working for the COntractor is the employee of the Contractor and is not hired, directed, controlled, or paid by MDSR.

ARTICLE 2. SERVICE
The Contractor agrees to perform services as snow and ice precipitation dictates. The Contractor is on call tenty four (24) hours per day, seven (7) days per week between November 15th, and March 15th, or from the first to the last snowfall.

The Contractor agrees to visit and vecome familiar with each assigned site(s) within seven days of receiving such an assignmen. The Conractor should take pictures of any damage to the site(s) and privide MDSR copies immediately following the visit so that MDSR and the Contractor can avoid fault or blame.

When each storm event occurs, the Contactor must contact a designated MDSR representative toreceive authorization before starting service. Within sixty (60) minutes of authorization, the Contractor must begin service. Unless instructed otherwise, the Contractor is responsible for completing service at the assigned site(s). If the COntracor is assigned more than one site, each site must be completed fefore startong work at a new site. The Contractor agrees to supervise its operators and work crews.

ARTICLE 3. PRIORITY
The Contractor agrees to complete the services described in Article 2 prior to starting work for any individual or company othe than MDSR.

ARTICLE 4. SERVICE REPORTING PROCEDURE
The Contractor agrees to maintain a contemporaneous report of all work performed at the site(s) by completing a Serice Record. The Service Record must be submitted withing twenty four (24) hours of service completion. Serive Records may be submitted via fax, emial, or through MDSR online reporting form. A seperate invoice must also be submitted to the COntractor ro MDSR. Service Records and invoices not received withing tewnty four (24) hours of the completion of service will delay pament to the Contractor by up to 30 days. Service records and invoices not received within fourty eight (48) hours of service completing may delay payment to the Contactor by up to fourty five (45) days.

ARTICLE 5. CONFIDENTIALITY
While contracted by MDSR, the COntractor will acquire confidential information about MDSR, including but not limited to customer lists, notes, records, policies, and training manual. Therefore, the Contractor agrees that he will not at any time during the of this agreement or at any time thereafter disclose any such confidnetial information, particluarly to be used in competition with MDSR. The Contactor agrees that all confidential information compiled or available to it shall remoain the property of MDSR and will be wurrendered by the Contractor upon request.

ARTICLE 6. COMPENSATION
To receive payment, the COntractor must follow the Service Reporting Preocedures outlined in Article 4. The COntractor must also have these documents on file with MDSR: a current certificate of insurance, a signed copy of this agreement, an IRS W-9 form, and a Workers Compensation Waiver (see addendum one). Payment will be mailed or electronicaly tranferred on the third Friday following completion of Service Reporting Procedures.

MDSR agrees to pay the Contractor beginning fifteen minutes prior to arriving at the first site, and ending when the Contractor finishes the last site. MDSR will not pay for travel delays that are beyond MDSR's control. For example, time spent for equipment breakdowns, eating breaks, and or any other time spent for delays beyong MDSR's control.

ARTICLE 7. INSURANCE
The COntractor must possess current insurance coverate at its sole cost and expense. Liability and Property Damage coverate with limits of no less than Five Hundred Thousand Dollar ($500,000.00) is required. When applicable, Workers Compensation Coverage is also required.

ARTICLE 8. HOLD HARMLESS
The Contractor assumes full responsibility and liability for the actions, negligence, and willful misconduct of the COntractor, and its owner, employees, agents, officers, and other affiliates associated with the Contractor. The Contractor shall indemnify and hold harmless MDSR and its directors, officers, employees, agents and contractors for any damages resulting from any such actions, negligence, or willful misconduct.

ARTICLE 9. DAMAGE AND INJURY
If the Contractor causes damage to the property of any MDSR customer, the Contractor agrees to notify MDSR immediately. Any damage should be photographed and submitted to MDSR. The Contractor shall be responsible for any said damage. The Contractor agrees to immediately report to MDSR and and all injuries which occur to the COntractor and or its employees.

ARTICLE 10. SUBCONTRACTING
The Contractor shall not subcontract any portion of the work provided by MDSR or its affiliates without prior written and consent of MDSR. This contract may not be transferred to a third party.

ARTICLE 11. NO COMPETITION
The Contractor, the Contractor's employees, agents, officers, or anyone related to the Contractor, agrees not to perform snow and ice management services for any MDSR customers, customers' agents, or thier affilaites for two years after the termination of agreement, and or membership.