CONSTRUCTION FORCE SERVICES, INC.’S

AGREEMENT FOR SUPPLYING TEMPORARY WORKERS

This Agreement for supplying temporary workers (this “Agreement”) is effective as of (DATE BELOW)

by and between CONSTRUCTION FORCE SERVICES,

INC., a New York corporation (“CFS”), and (PLEASE WRITE COMPANY NAME BELOW) (“Client”).

CFS and Client shall sometimes be referred to in this agreement as a “party” and collectively as

the “parties.”

1. Statement of Work. Subject to the terms and provisions set forth in this Agreement, CFS will supply Contract Workers (as hereinafter defined) to Client as Client from time to time requests, to work under Client’s direction, control, and supervision. As used in this Agreement,

the term “Contract Workers” shall mean temporary workers provided by CFS (whether directly or as subcontracted for by CFS) to Client pursuant to the provisions of this Agreement. CFS is not Client’s legal partner, co-venturer, joint venture, principal, agent, insurer, joint employer or

representative. Contract Workers have no authority to legally bind CFS.

2. Consideration for Contract Workers to Be Sent to Client. As of the Effective Date, CFS will, at Client’s request, send Contract Workers to work at Client’s premises. In consideration of providing to Client the Contract Workers and the Contract Workers’performance of services to Client, Client agrees that CFS will submit invoices for the payment to

CFS of fees as set forth on the schedule (the “Rate Schedule”) attached to this Agreement as Exhibit A, which by this reference, all Rate Schedules per Contract Worker are incorporated herein and made a part of this Agreement. The attached Rate Schedule is a sample only. Actual Rate Schedule will be sent to Client at time of order.

3. Billing. CFS will invoice Client for all hours worked by the Contract Workers since CFS’s previous billing, plus charges for any other properly billable items, including any applicable government costs. These invoices are payable as outlined under payment terms on the Rate Schedules. Full payment is due on receipt of invoice. All invoices not paid by the 10th day from invoice date are considered past due and may cause interruption to CFS’s services to Client. Client authorizes CFS to charge any unpaid invoices to their credit card after a period of 30 days past due. A 1 1/2% interest fee will be added to all overdue invoices. Client agrees to pay any legal or collection costs related to unpaid invoices.

4. Time Cards. Because CFS’s invoices are principally based on the number of hours worked by the Contract Workers, CFS requires each Contract Worker to submit a weekly record of hours worked during that week. This record is maintained on a time card that is certified by

the Contract Worker as being accurate. Client will not ask any Contract Workers to perform services “off the clock.” Client’s Designated Representative will have the opportunity to sign the Contract Worker’s time card to verify that the Contract Worker has worked, for Client, the hours listed on the time card. But, if Client’s Designated Representative does not sign the time card before it is due to be submitted to CFS, then Client agrees that the timecard will be presumed to be accurate, and Client agrees to pay for the time indicated and to abide by the other terms contained on the time card.

5. Replacement or Release of Unsatisfactory Workers. Client has the right at all times to end the assignment of any Contract Worker CFS supplies to Client. CFS guarantees all Contract Workers for the first 4 hours of the first day they are on site. This means that if the Client is dissatisfied for any reason, CFS will replace the unsatisfactory Contract Worker as promptly as possible and a credit of up to 4 hours will be issued. It is the Client’s responsibility to notify CFS within this four hour time period. After this time period, no credits of any kind will be allowed. If a scheduled assignment is cancelled by the Client, and the 7 hour minimum cannot be met, a minimum of 2 hours per worker will be billed, unless the order is cancelled a minimum of 8 hours prior to scheduled start time.

6. CFS’s Responsibilities. In general, with regard to the Contract Workers assigned to Client by CFS under this Agreement, CFS shall perform or cause to be performed the following:

(a) Maintaining personnel and payroll records of Contract Workers;

(b) Calculating and paying wages of Contract Workers;

(c) Withholding and remitting all applicable federal, state, and local payroll taxes from Contract Workers’ Wages – including taxes under the Federal Insurance Contributions Act, Federal Unemployment Tax Act, and State Unemployment Tax Act – and paying all other government-mandated employment taxes and charges; and

(d) Hiring, assigning, reassigning, counseling, disciplining, and discharging Contract Workers.

Subject to applicable law and on reasonable prior written notice to CFS, Client may review any Contract Worker’s employment records to confirm that CFS is fulfilling these obligations or causing these obligations to be fulfilled. Similarly, Client agrees to give CFS, and CFS’s consultants, contractors, subcontractors, agents and other representatives, access to all records and personnel necessary to investigate any claims or complaints by Contract Workers.

7. Insurance and Liability. During the term of this Agreement, CFS will maintain, or cause to be maintained, the following insurance coverage:

Type

a. Standard workers’ compensation

b. General liability

i. Each Occurrence

ii. General Aggregate

iii. Products – Comp/op Agg

c. Comprehensive automobile liability (Hired, Non Owned)

d. Excess umbrella liability

Coverage Limits

Statutory

$2,000,000.00

$2,000,000.00

$2,000,000.00

$2,000,000.00

$1,000,000.00

$5,000,000.00

Client and CFS agree that CFS’s total potential liability to Client for any claims, losses,expenses, or damages whatsoever arising out of or in any way related to this Agreement from any cause or causes, including CFS’s negligence, will not exceed the total amount paid to CFS or paid on CFS’s behalf by its insurers under these coverages in settlement or satisfaction of

Client’s claim.

8. Client’s Supervision and Control of Contract Workers. CFS is supplying the Contract Workers to Client to supplement Client’s own work force. Client will direct and supervise the Contract Workers on the job. Proper supervision must be supplied by Client at all times. CFS makes no guarantee and takes no responsibility for the means and methods of

installation of work, quality or timeliness of workmanship, delays or damages attributable to any of the Contract Workers. CFS is not undertaking to provide Client with a specific solution to a particular problem and does not warrant or guarantee that the Contract Workers will produce a solution or produce a certain quantity or quality of work. Rather, the Contract Workers are provided to work under Client’s supervision to augment Client’s existing capabilities to perform such professional services as Client may direct. Client is solely responsible for meeting Client’s goals for profits, costs, production, and scheduling.

9. Federal and Public Contracts. Client agrees to notify CFS in writing within seven (7) business days when Client signs a covered federal direct contract, a federally-assisted construction contract, and/or a public contract. A copy of the contract must be provided to CFS but may be redacted for confidential pricing and cost information. The contract is necessary to ensure that CFS is aware of all legal obligations that flow down to suppliers and vendors. Failure to provide timely written notice will result in full indemnification by Client of CFS’s noncompliance with legal requirements in the event of an enforcement agency audit.

If Client intends for CFS to solicit demographic information of Contract Workers or to ensure proper listing of job vacancies with a local veteran representative (which obligations are required of covered federal contractors and subcontractors) CFS reserves the right to renegotiate additional fees associated with the extra administrative, record keeping and regulatory compliance burden. In the event of an enforcement agency audit of Client, Client will reimburse CFS for the hourly value of time associated with responses to enforcement agency information requests related to the supply of labor to Client, and Client will reimburse all legal

and representation fees associated with CFS’s responses to enforcement agency information requests arising out of enforcement agency’s audit of CFS.

10. Contract Worker Health and Safety. Client represents that it maintains an appropriate injury and illness prevention program, provides on-site health and safety training, and agrees to adhere to all OSHA, or applicable state and local OSHA requirements. Client warrants that all Contract Workers will be outfitted with appropriate personal protective

equipment that must be issued for the specific person and/or the specific site-specific hazards. In the event a Contract Worker is placed in a position that requires the use of a forklift, an appropriate and up to date certification will be required of the Contract Worker before placement

in the position.

Contract Workers are required to contact CFS to report all accidents, injuries, or other health and safety issues. However, Client acknowledges that it is also responsible for reporting all accidents, injuries, or other health and safety issues involving Contract Workers to CFS. In the event of a medical emergency, Client agrees to provide basic emergency care for Contract Workers as it would for Client employees (e.g., CPR, First Aid). For a non-emergency medical situation the Contract Worker will contact CFS so that arrangements may be made for the Contract Worker.

CFS retains the right to investigate work-related accidents and incidents on Client property that involve Contract Workers. CFS will provide Client with a report upon request. If Company chooses to conduct an investigation of a work-related accident regarding one of its

Contract Workers, Client will cooperate with the investigation as necessary. Client agrees to maintain documentation regarding work-related accidents and incidents as per applicable law.

11. Right-to-Know Laws. Client represents that Contract Workers will not be exposed to any hazardous chemicals (as defined by the Occupational Safety and Health Administration Hazard Communication Standards or any applicable state or local right-to-know law) under normal operating conditions or during any foreseeable emergencies while working for Client.

12. Equal Employment Opportunity. CFS provides or causes to provide employment,training, compensation, promotion, and other conditions of employment without regard to race, color, religion, national origin, sex, marital or veteran status, age, disability, and any other protected category under federal, state, and local law. CFS will follow this policy in providing Contract Workers to Client under this Agreement. Client agrees to comply with Client’s legal obligations in this regard and to notify CFS if any Contract Worker complains or alleges any improper or unlawful treatment.

13. Disclaimer of Liability and Client Indemnification. CFS has no liability to Client for any claim, loss, or liability of any kind (including those arising out of an alleged “joint employer” relationship) resulting from or otherwise arising out of any of the following:

(a) Client’s failure to adequately supervise or control Contract Workers, provide a safe and lawful work environment or safeguard Client’s premises, processes, or systems.

(b) Client’s entrusting Contract Workers with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables, without CFS’s express prior written approval.

(c) Client’s requesting or permitting Contract Workers to use any vehicle, regardless of ownership, in connection with the performance of services for Client, unless CFS has given its prior written approval.

(d) Claims by Contract Workers for benefits, compensation, contributions, or penalties under any employee benefit plans sponsored and maintained by Client, whether or not Client’s plans exclude Contract Workers from coverage.1

(e) Promises of increased compensation, bonuses, or benefits made by Client to Contract Workers.

(f) Claims by any person relating to Client’s product or service.

(g) Client’s assigning Contract Workers to duties different from their original duties for which CFS supplied the Contract Worker to Client as per the Rate Schedule,or Client’s making substantial changes to Contract Workers’ job duties or risks without CFS’s prior written approval.

(h) Claims by any person based on allegations that Client’s business activities damaged the environment.

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Before beginning their assignments, Contract Workers will be asked to acknowledge that they have no right to participate in Client’s employee benefit plans, fringe benefit plans, or bonus plans. An example Contract Worker Acknowledgement and Consent is attached to this Agreement as Exhibit B.

(i) Failure by Client to provide Contract Workers with a safe work site and/or a site that is compliant with all applicable federal, state and local health and safety laws. This includes but is not limited to, the mandatory use of hard hats, eye protection, gloves, proper foot wear, and ear protection. All tools and equipment on site, i.e., hand tools, power tools, ladders, scaffolding, etc., must be inspected and in good working order. All required guard rails and blade guards will be in place and in proper working order.

(j) Claims related to failure to do alcohol or drug testing or to conduct background checks, which CFS may not do absent a specific separate agreement with Client to pay for and assume responsibility for such tests or background checks.

(k) Claims for special, indirect, consequential, punitive, or lost profit damages.

(l) A violation by Client of any law, statute, or regulation by Client, or its officers, employees, and/or agents, including violation of applicable federal, state, and local labor and employment laws. This includes, but is not limited to, allowing ample time for rest and meal periods as required under applicable law, maintaining a work environment that is not discriminatory, harassing, or retaliatory based any protected category under federal, state, or local law, and/or providing a reasonable amount of unpaid break time to accommodate a female employee’s need to express milk for a nursing child up to three years old.

(m) Property damage or personal injury, including death, arising out of, or resulting from, acts or omissions of the Contract Workers.

Client shall be responsible for, and shall indemnify, defend and/or hold CFS, its parent, subsidiaries and affiliated companies, including their officers, directors, representatives, affiliates, consultants, agents, and employees (hereinafter “Releasees”) harmless, from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, settlement payments, penalties, fines, interest, judgments of any kind, however arising, including costs,attorneys’ fees and expenses incident thereto, which may be suffered by, accrue against, be charged to or recoverable from any of the Releasees, by reason of (a) any failure of or breach by the Client or Client employee(s) to comply with any of the terms and conditions of this Agreement, including, but not limited to, those listed Paragraphs 7 through 13 and the Rate Schedule; (b) acts or omissions of the Client or Client employee(s) related to any claims by

Contract Workers for bodily injury to or death of persons, or loss of, damage to or destruction of property; (c) any demand, claim, charge, suit or accusation of any kind of direct or vicarious

liability based on conduct of any kind by Client and/or Client’s officers, employees, and/or agents allegedly imputed to CFS or any of Releasees as the “employer” or “joint employer” concerning any claim brought under any federal, state, or local statute, law, regulation, or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. sections 1981 and/or 1983, the Equal Pay Act of 1963, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Consolidated Omnibus Budget Reconciliation Act, the Family and Medical

Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the U.S. Constitution, all similar state and local statutory employment claims, and any common law claims including, but not limited to, claims for breach of contract, breach of the implied covenant

of good faith and fair dealing, violation of public policy, whistle blowing, negligent hiring, supervision and/or retention, assault, battery, defamation, false imprisonment, and tortious interference. The Client shall cooperate with CFS and its counsel in the defense of any such claim or lawsuit at the Client’s expense. This Paragraph shall survive any termination of this Agreement.

14. Confidential Information. CFS recognizes that the Contract Workers may have access to certain information that Client considers to be proprietary and confidential, and designate as such. CFS will instruct each Contract Worker to agree to treat this information as confidential and not to disclose it to any third person.

15. No Solicitation or Hiring of Contract Workers by Client. It is understood that Contract Workers are employees of CFS. Client agrees not to directly or indirectly solicit, retain, employ, or hire as an employee or independent contractor any Contract Worker, unless Contract Worker has already completed at least 2,080 hours pursuant to this Agreement. If

Client violates this Paragraph, then Client agrees to immediately pay to CFS a fee equivalent to 550 hours at that particular Contract Workers’ billing rate, or $25,000, whichever figure is higher. The parties agree that this amount is for liquidated damages incurred by CFS, and is not a penalty. Additionally, a $10,000 fee will be earned by CFS and immediately owed by Client if a candidate referred by CFS, but not used by Client as a Contract Worker, is hired or retained either directly or indirectly by Client’s company or affiliates, or by a third party as a result of

Client’s referral of CFS’s candidate to such third party.

16. Termination of this Agreement. Either party may terminate this Agreement by giving 30 days’ written notice of termination to the other. Also, either party may terminate this Agreement immediately if the other materially breaches any of its provisions. Client will remain liable to pay to CFS any unpaid charges, and certain portions of this Agreement, including, but not limited to, Paragraphs 3-4, 6-21, of this Agreement will remain in effect after termination.

17. No Waiver of Terms. The failure of either party to enforce at any time, or from time to time, any provision of this Agreement will not be construed as a waiver of any of the terms or conditions of this Agreement.

18. Amendment and Assignment. This Agreement may only be amended by another signed, written agreement between the parties that expressly amends, terminates, orsupersedes this Agreement. Either party may assign this Agreement if the other party agrees in writing.

19. Validity of Terms. If any term or provision of this Agreement is held by a court of competent jurisdiction to be void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions of this Agreement will remain in effect.

20. Entire Agreement. This Agreement constitutes the entire agreement between Client and CFS, and no other understanding that modifies the terms hereof will be binding unless made in writing and signed by authorized representatives of both Client and CFS.

21. Construction, Jurisdiction and Venue. This Agreement will be construed and governed by the laws of the State of New York. The parties agree that the state and federal courts in New York County, New York, have exclusive jurisdiction and are the sole venue for any litigation between the parties arising out of or relating to this Agreement. The parties further agree that any state court complaint will be filed in the Commercial Division of New York County, provided the lawsuit meets the threshold requirements of the Commercial Division. The prevailing party in any litigation between the parties will be entitled to recover its court costs, all mediation expenses, and reasonable attorneys’ fees from the other party.

22. Notice. Whenever notice is required under this Agreement, the notice will be given in writing and will be hand-delivered, faxed, emailed, or mailed (certified mail, return receipt requested), as follows:

To CFS:

Construction Force Services, Inc.

Attn:Brian D'Angelo

Regional Branch Manager

260 W Sunrise Hwy, Suite 303

Valley Stream, NY 11581 Phone:

718-762-6333

Fax: 718-228-7002

Brian@constructionforce.com

To Client:

Attn:

Address:

City, State Zip:

Phone:

Fax:

Email:

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement.

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