Emergency Deployment Services
Terms & Conditions

1. Services

1.1 Emergency Deployment Services. Contractor will provide emergency wildfire deployment and response services (collectively, the “Services” or, individually, an “Emergency Deployment”), as more particularly described in the Order Form and as the Parties may otherwise agree from time to time in a writing signed by both Parties. The Services consist of dispatching a response team to a Company customer property (the “Property”) during a Wildfire Event and taking commercially reasonable measures, within the bounds of safety and site conditions, to prepare and defend the Property, which may include: (a) application of long-term fire retardant to the perimeter and structures; (b) removal of combustibles around the structures, which may include vegetation and furniture; and (c) deployment and operation of the onsite Matador Fire Wildfire Defense System. The Services may include any other tasks the Parties agree on in writing.

1.2 Wildfire Event. A “Wildfire Event” means a wildfire with zero percent (0%) to twenty-five percent (25%) containment within the defined geographic area applicable to the Property or Service Territory. Company may further define, qualify, or limit the conditions constituting a Wildfire Event by written notice or through the Terms Page.

1.3 Availability and Initiation. Contractor will maintain the capability to make response team members available twenty-four (24) hours a day during a Wildfire Event. Each Emergency Deployment is initiated in accordance with the protocol designated by Company (which may include initiation by the customer or by Company through a designated telephone number or email address). Contractor will use commercially reasonable efforts to respond promptly upon a valid deployment request, subject to safety, access, evacuation orders, road closures, fire-authority direction, weather, and other conditions beyond Contractor's reasonable control. If Contractor is unable to respond to an Emergency Deployment that it has accepted within two (2) hours, it shall promptly notify Company and shall forfeit any Deployment Fee related to such Emergency Deployment.

1.4 Acceptance; No Minimum Commitment. Contractor is under no obligation to accept any particular deployment request, and Company makes no guarantee of any minimum number of deployments, fees, leads, customers, or business opportunities. If Contractor does not confirm acceptance of an Emergency Deployment within thirty (30) minutes, Company shall have the right to reassign such Emergency Deployment to an alternative contractor. Company may engage other contractors, vendors, employees, or service providers to perform services similar or identical to the Services at any time.

1.5 Non-Exclusivity. The relationship between the Parties is non-exclusive. Subject to Section 16, Contractor may provide emergency deployment and related services to other customers and businesses. Contractor represents that it markets and holds itself out to the general public as available to provide services of the same or similar nature as the Services.

2. Independent Contractor Status

2.1 Independent Contractor. Contractor is an independent contractor. Nothing in this Agreement creates any employment, partnership, joint venture, franchise, agency, fiduciary, or representative relationship between the Parties. Neither Party has authority to bind the other.

2.2 Bona Fide Business-to-Business Relationship. This Agreement is intended to satisfy the business-to-business contracting relationship described in California Labor Code § 2776 and to reflect a bona fide independent contractor relationship under the principles set forth in S.G. Borello & Sons, Inc. v. Department of Industrial Relations, 48 Cal. 3d 341 (1989). Contractor represents, warrants, and covenants that: (a) Contractor is a duly formed, validly existing business entity in good standing under the laws of its state of formation, and is not contracting as an individual or sole proprietor; (b) Contractor maintains a business location separate from Company's; (c) Contractor has, or will have at the time of performance, all required business licenses, permits, registrations, certifications, and tax registrations necessary to perform the Services; (d) Contractor is customarily engaged in an independently established trade or business of the same nature as the Services; (e) Contractor advertises and holds itself out to the public as available to provide the same or similar services; (f) Contractor has the ability to accept or reject any proposed deployment; (g) Contractor is not economically dependent on Company; and (h) Contractor controls the manner and means by which the Services are performed, subject only to Company's right to specify and require results that meet the safety, quality, regulatory, and customer-experience standards described in this Agreement.

2.3 Contractor Personnel. Contractor is solely responsible for the hiring, firing, supervision, direction, training, discipline, compensation, benefits, payroll, taxes, insurance, safety, and compliance of all employees, agents, subcontractors, and other personnel that Contractor uses to perform the Services (collectively, “Contractor Personnel”). Contractor will ensure that all Contractor Personnel are properly qualified, trained, licensed, certified, insured, supervised, and legally authorized to perform the Services, including, where applicable, as trained firefighters or wildfire-response personnel. Neither Contractor nor any Contractor Personnel is an employee, agent, or representative of Company for any purpose.

2.4 Taxes; No Benefits. Contractor is solely responsible for all federal, state, and local income, employment, payroll, and other taxes; withholding; unemployment insurance; workers' compensation; disability insurance; benefits; and wage-and-hour obligations relating to Contractor and Contractor Personnel. Neither Contractor nor any Contractor Personnel is eligible for any employee benefits from Company. Company will report payments to Contractor on IRS Form 1099 (or other applicable form) as required by law.

2.5 No Joint Employment. The Parties intend that Company is not a joint employer, co-employer, or single employer with Contractor or any Contractor Personnel under any federal, state, or local law.

3. Compensation and Payment

3.1 Fees. Company will pay Contractor the fee set forth in the Order Form and Schedule 1 unless otherwise expressly agreed in a writing signed by both Parties. Fees are fixed-fee amounts for completed Emergency Deployments and are inclusive of all labor, personnel, travel, fuel, overhead, tools, equipment, supplies (other than Company Inventory), insurance, and taxes. Company will not pay Contractor or any Contractor Personnel hourly wages.

3.2 Payment Timing. Company will pay undisputed amounts for each completed Emergency Deployment within ten (10) business days after the later of (a) completion of the Emergency Deployment and (b) Company's receipt of a valid invoice or approved completion record and all required deployment documentation under Section 6.4. Each invoice or completion record must include Contractor's legal name, invoice or record date, deployment date, Property reference, a description of the Services performed, and the fee amount.

3.3 Risk of Loss. Contractor bears the risk that the time, labor, travel, overhead, staffing, tools, or expenses required to complete an Emergency Deployment may exceed Contractor's estimate, and Contractor is not entitled to additional compensation in such event. The Parties acknowledge that this allocation of risk is a hallmark of a bona fide independent contractor relationship.

3.4 Disputed Amounts; Setoff. Company may reject or dispute any invoice or completion record that is inaccurate, incomplete, unsupported, or inconsistent with this Agreement. Company may withhold, offset, or recoup any amounts owed to Contractor against any amounts owed by Contractor to Company, including amounts arising from defective or incomplete Services, indemnity obligations, or lost or damaged Company Inventory, with reasonable prior or contemporaneous notice to Contractor.

3.5 Vendor Onboarding. Before receiving payment, Contractor will provide Company with all reasonably required onboarding documents, including a completed IRS Form W-9, certificates of insurance and additional-insured endorsements meeting the requirements of Section 11, and copies of applicable licenses and permits.

4. Equipment, Inventory, and Branding

4.1 Contractor-Provided Equipment. Contractor will provide, at its sole cost and expense, all vehicles, pumps, hoses, applicators, tools, safety equipment, personal protective equipment, communications equipment, and other tools and equipment necessary to perform the Services (collectively, “Contractor Equipment”). Contractor is solely responsible for the condition, maintenance, repair, storage, operation, and insurance of Contractor Equipment.

4.2 Company-Provided Inventory. Company may provide certain hardware, barrels, retardant, components, parts, signage, instructions, materials, or other inventory to Contractor for use in performing the Services (“Company Inventory”). Title to Company Inventory remains with Company at all times. Contractor will handle Company Inventory with professional care; use it only for authorized Company deployments; store it safely and in accordance with Company's instructions and applicable law; not sell, transfer, modify, substitute, reverse engineer, pledge, encumber, or dispose of it without Company's prior written consent; maintain accurate records of all Company Inventory received, used, applied, lost, damaged, returned, or remaining in Contractor's possession; and promptly return all unused Company Inventory upon Company's request or upon termination. Contractor is liable for loss, theft, misuse, contamination, spoilage, damage, destruction, or improper storage of Company Inventory while in Contractor's possession, custody, or control.

4.3 No Substitution. Contractor will not substitute any product, component, material, or retardant from that specified by Company without Company's prior written consent.

4.4 Site Identification; Independent Branding; No Company Uniform.

• (a) Identification as Authorized Service Provider. Only Contractor Personnel who (i) have successfully completed Company's training and certification program for the Services and (ii) hold a current, valid Company-issued identification badge may perform any Services or be present at a Property in connection with the Services. Contractor Personnel will visibly display the badge while at a Property. Each Company-issued badge is valid for twelve (12) months from its date of issuance and automatically expires at the end of that period; to obtain a new badge, the individual must complete Company's then-current retraining and recertification requirements. Company may modify its training, certification, and badging requirements at any time, and may suspend, revoke, or decline to issue or renew any badge in its discretion. Performing the Services with personnel who do not hold a current, valid Company-issued badge is a material breach of this Agreement.
• (b) Contractor Controls Appearance. Contractor retains sole control over the attire, uniforms, grooming, vehicles, equipment, and overall appearance of Contractor Personnel, subject only to (i) generally applicable safety requirements and personal protective equipment required by law or by reasonable site-safety standards, and (ii) the limited authorized-service-provider identification described in Section 4.4(a). Contractor is encouraged to display its own name and marks on its apparel, vehicles, and equipment.
• (c) Limited Use of Company Marks. Except for the limited authorized-service-provider identification described in Section 4.4(a), Contractor will not use Company's name, logo, trademarks, marketing materials, customer lists, photographs, testimonials, or other brand assets without Company's prior written consent. Any permitted use of Company's marks is a limited, revocable license for the sole purpose of identifying Contractor as an authorized service provider, must conform to Company's reasonable usage guidelines, and must be discontinued upon Company's request or upon termination. All goodwill arising from any permitted use of Company's marks inures solely to the benefit of Company.
• (d) No Employment or Agency. Nothing in this Section 4.4 makes Contractor or any Contractor Personnel an employee, agent, partner, or representative of Company, authorizes Contractor to act or speak on Company's behalf, or permits Contractor to bind Company in any respect.

5. Customer Agreements and Required Releases

5.1 Customer Relationship. All customers, prospective customers, leads, Properties, and customer information made available to or accessed by Contractor in connection with the Services are the property and Confidential Information of Company. Contractor performs the Services on Company's behalf and does not acquire any right, title, or interest in any Company customer relationship.

5.2 Required Customer Release Before Deployment. Contractor acknowledges that emergency wildfire deployment carries inherent and substantial risk and that neither Company nor Contractor guarantees any particular outcome. As between the Parties, Company is responsible for obtaining and maintaining, for each Property, a fully executed copy of Company's then-current customer-facing Emergency Deployment Service Agreement (the “Customer Agreement”), including its no-guarantee, assumption-of-risk, release, limitation-of-liability, waiver of California Civil Code § 1542, indemnification, and binding-arbitration and class-action-waiver provisions (a customer's executed Customer Agreement, the “Customer Release”). Contractor will perform Emergency Deployments only as authorized by Company under Section 5.3, and will not make any representation, guarantee, or performance or fire-prevention claim to any customer that is inconsistent with the Customer Agreement. The Parties intend that Company and Contractor are intended third-party beneficiaries of each Customer Release.

5.3 Company-Held Customer Release; Authorization to Deploy. As between the Parties, Company is responsible for obtaining and maintaining a valid Customer Release for each Property. The Customer Agreement and each executed Customer Release—including the pricing and other commercial terms set forth in them—are Company Confidential Information, and Contractor is not entitled to receive, and Company is not required to provide to Contractor, any copy of a Customer Release or any disclosure of the amounts a customer pays. Contractor will not perform an Emergency Deployment at any Property unless Company (or its designated dispatch system or representative) has authorized that deployment and confirmed that a valid Customer Release is in effect for the Property. Performing an Emergency Deployment without Company's authorization and confirmation that a valid Customer Release is in effect is a material breach of this Agreement, and Contractor will defend and indemnify the Company Indemnified Parties for any Losses arising out of or relating to any such unauthorized deployment in accordance with Section 12.

6. Performance Standards

6.1 Standard of Performance. Contractor will perform the Services: (a) in a timely, professional, diligent, and workmanlike manner; (b) in accordance with this Agreement; (c) in accordance with Company's specifications, deployment instructions, safety requirements, and documentation requirements (collectively, “Company Specifications”), provided that Company Specifications define the result of the Services and applicable safety, quality, and regulatory requirements, and not the manner, means, or methods by which Contractor performs them; (d) in accordance with manufacturer specifications, applicable industry standards, and applicable fire, building, occupational-safety, and other codes; and (e) in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, permitting, and licensing requirements, and with the lawful direction of fire authorities and emergency responders having jurisdiction.

6.2 Materiality. Contractor acknowledges that defects, deviations, delays, or failures in emergency wildfire deployment may result in serious consequences, including bodily injury, death, property damage, fire loss, environmental harm, regulatory liability, and loss of customer trust. Compliance with Company Specifications and applicable safety and regulatory requirements is therefore a material obligation of Contractor.

6.3 Safety-Based Discretion; Stop-Work. Contractor retains sole discretion and responsibility to determine whether conditions permit safe performance of an Emergency Deployment and to suspend, decline, or withdraw from a deployment where Contractor reasonably believes conditions are unsafe, unlawful, or contrary to the direction of fire authorities. Contractor will promptly notify Company of any such determination. Contractor will not deviate from Company Specifications without Company's prior written approval except to the extent reasonably necessary to protect human safety or to comply with the lawful direction of emergency authorities.

6.4 Documentation. Contractor will complete and provide all documentation reasonably required by Company, including deployment records, time and arrival logs, photographs, customer acknowledgments, inventory usage logs, and incident reports. Failure to provide required documentation may constitute non-completion of the applicable Services and justify withholding of payment.

7. Allocation of Risk; No Performance Guarantee

7.1 No Performance Guarantee. NEITHER PARTY GUARANTEES THAT THE MATADOR FIRE WILDFIRE DEFENSE SYSTEM, ANY EMERGENCY DEPLOYMENT, OR ANY OTHER SERVICES WILL PREVENT OR LIMIT FIRE, WILDFIRE DAMAGE, SMOKE DAMAGE, HEAT DAMAGE, EVACUATION RISK, PROPERTY LOSS, BODILY INJURY, OR ANY OTHER OUTCOME. Contractor will not represent otherwise to any customer or third party. The Parties acknowledge that the timing, behavior, intensity, and spread of a wildfire are inherently unpredictable and beyond the control of either Party.

7.2 Contractor Responsibility. As between the Parties, Contractor is responsible for, and will defend, indemnify, and hold harmless the Company Indemnified Parties (as defined in Section 11.2) from and against, all Losses (as defined in Section 12.1) arising out of or relating to any actual or alleged failure, defect, deficiency, delay, or inadequate performance of the Services, in each case to the extent caused by: (a) Contractor's deployment, application, operation, or other Services; (b) Contractor's failure to follow Company Specifications, manufacturer instructions, applicable codes, or industry standards; (c) Contractor's improper handling, storage, transportation, application, or use of Company Inventory; (d) Contractor's failure to identify, report, document, or escalate known or reasonably observable site conditions or safety issues; (e) Contractor's deployment of the Services without Company's authorization under Section 5.3; (f) Contractor's negligent, reckless, willful, or unlawful act or omission; (g) Contractor's breach of this Agreement; or (h) any act or omission of Contractor Personnel.

7.3 Notice and Cooperation. Contractor will promptly notify Company in writing of any actual or suspected deployment failure, system failure, unsafe condition, customer injury, property damage, fire, environmental release, regulatory inquiry, or other event that could give rise to a claim or affect Company, its customers, or its reputation. Contractor will cooperate fully with Company in connection with any investigation, customer response, insurance claim, regulatory inquiry, or litigation relating to the Services, and will preserve all documents, photographs, communications, records, devices, components, materials, and other evidence relating to any actual or potential claim until Company confirms in writing that preservation is no longer required.

8. Warranties

8.1 Contractor Warranties. Contractor represents, warrants, and covenants that: (a) it has full power and authority to enter into and perform this Agreement; (b) it is properly organized, licensed, permitted, insured, and qualified to perform the Services, and its response personnel are properly trained and qualified; (c) it and all Contractor Personnel will comply with all applicable laws, codes, ordinances, and licensing requirements; (d) the Services will be performed in a professional, workmanlike, timely, safe, and competent manner and will conform to the Order Form, Company Specifications, manufacturer requirements, and applicable industry standards; (e) it will not use defective, unsafe, contaminated, or unauthorized materials, and will not take any action that voids, impairs, or compromises any product warranty, insurance coverage, permit, or certification; (f) it will not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, contractual, or proprietary rights; (g) it will not make false, misleading, or unauthorized statements to any customer or third party; and (h) it maintains, and will maintain at all times during the Term, all insurance coverage required under Section 11.

8.2 Re-Performance. If any Services fail to comply with the warranties in this Section 8, Company may require Contractor to promptly re-perform or correct the Services at Contractor's sole cost, to the extent re-performance is feasible. The remedies in this Section 8 are cumulative and in addition to all other remedies available at law or in equity. No inspection, acceptance, payment, customer sign-off, or use of the Services waives Contractor's warranties or relieves Contractor of liability for defective, nonconforming, unsafe, or improperly documented Services.

9. Compliance and Safety

9.1 Compliance. Contractor will comply with all applicable federal, state, and local laws, rules, regulations, ordinances, codes, permits, and licensing requirements, including those relating to contractor and emergency-response licensing, wage and hour, payroll, taxes, workers' compensation, occupational safety and health, anti-discrimination, environmental protection, hazardous materials, building and fire codes, and consumer protection. Contractor will obtain and maintain, at its sole cost, all licenses, registrations, permits, certifications, and approvals required to perform the Services, and will provide copies to Company on request.

9.2 Safety. Contractor is solely responsible for safety in connection with its performance of the Services. Contractor will provide all required safety training, personal protective equipment, supervision, and procedures and will comply with all applicable Cal/OSHA and other safety standards. Contractor will not perform Services under unsafe conditions and will immediately notify Company of any condition that may present a safety risk.

9.3 Background and Qualifications. Contractor is responsible for ensuring that all Contractor Personnel assigned to Properties have appropriate experience, training (including valid Company certification to deploy Company systems), qualifications, licenses, and, where appropriate for customer-site access, background clearance. To the extent permitted by applicable law, Contractor will conduct or obtain appropriate screening for such personnel consistent with the nature of the Services and customer-site access, and will not assign any Contractor Personnel whom Contractor reasonably determines presents a material safety, security, licensing, or qualification concern.

9.4 Wage-and-Hour Compliance. Contractor represents, warrants, and covenants that it pays, and at all times during the Term will pay, all Contractor Personnel in full compliance with all applicable federal and California wage-and-hour laws, including the California Labor Code, the applicable Industrial Welfare Commission Wage Orders, and the Fair Labor Standards Act. Without limiting the foregoing, Contractor represents, warrants, and covenants that it: (a) pays all Contractor Personnel at least the applicable federal, state, and local minimum wage; (b) pays all required overtime and double-time compensation; (c) properly classifies all Contractor Personnel as employees or independent contractors and as exempt or non-exempt; (d) provides all required meal and rest periods (or pays premiums in lieu thereof) in accordance with California Labor Code § 226.7 and the applicable Wage Order; (e) timely pays all wages when due, including final wages upon separation in accordance with California Labor Code §§ 201–203; (f) furnishes accurate, itemized wage statements in accordance with California Labor Code § 226; (g) reimburses all necessary business expenses in accordance with California Labor Code § 2802; and (h) maintains workers' compensation insurance and makes all required payroll tax, withholding, and other statutory contributions for all Contractor Personnel. Contractor is solely responsible for all wages, overtime, premiums, penalties, taxes, and other amounts owed to or in respect of Contractor Personnel.

10. Confidentiality

10.1 Confidential Information. During and after the Term, and subject to Section 10.4, each Party (the “Receiving Party”) may receive from or on behalf of the other Party (the “Disclosing Party”) confidential or proprietary information, including business information, customer information, leads, pricing, fees, technical information, product specifications, deployment methods, training materials, financial information, marketing plans, and other non-public information (collectively, “Confidential Information”). Customer names, addresses, contact information, site information, Property details, photographs, deployment details, and customer communications are deemed Company Confidential Information.

10.2 Obligations. The Receiving Party will: (a) protect Confidential Information using at least commercially reasonable care; (b) use Confidential Information only to perform or receive Services under this Agreement; (c) not disclose Confidential Information except to personnel or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Section 10; and (d) promptly return or destroy Confidential Information upon the Disclosing Party's request or upon termination, except for one archival copy retained for compliance purposes.

10.3 Compelled Disclosure; Equitable Relief. Confidential Information does not include information that the Receiving Party can establish by written records is or becomes public without breach, was lawfully known before disclosure, is rightfully received from a third party without duty of confidentiality, or is independently developed without use of Confidential Information. If compelled by law to disclose Confidential Information, the Receiving Party will, to the extent legally permitted, give prompt written notice and reasonably cooperate in seeking protective treatment. Contractor acknowledges that unauthorized use or disclosure of Company Confidential Information may cause irreparable harm and that Company is entitled to seek injunctive and equitable relief without posting a bond, in addition to all other available remedies.

10.4 Duration. The Receiving Party's obligations under this Section 10 continue during the Term and for three (3) years after the later of the expiration or termination of this Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code §§ 3426 et seq.) or other applicable law, the Receiving Party's obligations continue for so long as such information remains a trade secret.

11. Insurance

11.1 Required Insurance. Contractor will maintain, at its sole cost, insurance with reputable insurers reasonably acceptable to Company, including at minimum:

• (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate, covering bodily injury, property damage, products and completed operations, contractual liability, and personal and advertising injury;
• (b) Products/Completed Operations coverage with limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate;
• (c) Workers' Compensation insurance as required by law and Employer's Liability insurance with limits of not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
• (d) Commercial Automobile Liability insurance covering owned, hired, and non-owned vehicles with limits of not less than $1,000,000 combined single limit;
• (e) Umbrella or Excess Liability insurance with limits of not less than $3,000,000 per occurrence and aggregate; and
• (f) EPLI coverage with limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate.

Contractor will maintain any pollution, environmental, or other coverage reasonably required by Company given the nature of wildfire-response operations.

11.2 Additional Insured; Primary; Waiver of Subrogation. Contractor will name Company and its affiliates, officers, directors, employees, agents, successors, assigns, and customers (collectively, the “Company Indemnified Parties”) as additional insureds on Contractor's Commercial General Liability, Products/Completed Operations, Commercial Automobile Liability, and Umbrella/Excess Liability policies. Contractor's insurance will be primary and non-contributory with respect to any insurance maintained by the Company Indemnified Parties. Contractor will obtain waivers of subrogation in favor of the Company Indemnified Parties under all applicable policies.

11.3 Certificates; No Limitation. Before performing any Services, and upon renewal of any policy, Contractor will provide Company with certificates of insurance and copies of additional-insured, primary and non-contributory, and waiver-of-subrogation endorsements, and will give prompt written notice of any cancellation, non-renewal, material reduction, lapse, or exhaustion of limits. Contractor's failure to maintain the required insurance, or to provide requested proof of coverage, is a material breach of this Agreement. Any deductible, self-insured retention, or uncovered amount is Contractor's sole responsibility. Contractor's insurance obligations do not limit its indemnity, defense, or other obligations under this Agreement.

12. Indemnification

12.1 Contractor Indemnification. Contractor will defend, indemnify, and hold harmless the Company Indemnified Parties from and against any and all third-party claims, demands, actions, suits, proceedings, governmental investigations, judgments, awards, settlements, fines, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) (collectively, “Losses”) arising out of or relating to:

• (a) Contractor's performance or non-performance of the Services;
• (b) Contractor's breach of this Agreement or any representation, warranty, or covenant herein;
• (c) any defective, incomplete, unsafe, delayed, nonconforming, or improperly documented Services;
• (d) any actual or alleged deployment, system, application, or response failure to the extent attributable to Contractor or Contractor Personnel;
• (e) any bodily injury, death, property damage, fire, smoke, environmental harm, evacuation cost, business interruption, or loss of use to the extent caused by Contractor or Contractor Personnel;
• (f) any deployment performed without Company's authorization under Section 5.3;
• (g) Contractor's negligence, gross negligence, recklessness, willful misconduct, fraud, or misrepresentation, or any violation of law by Contractor or Contractor Personnel;
• (h) any claim by Contractor Personnel, including claims for wages, benefits, overtime, penalties, misclassification, discrimination, harassment, retaliation, workers' compensation, or unemployment insurance;
• (i) any claim that Contractor or Contractor Personnel are employees, agents, joint employees, or representatives of Company;
• (j) any actual or alleged infringement, misappropriation, or violation of intellectual property, privacy, publicity, contractual, or proprietary rights caused by Contractor;
• (k) any unauthorized statement, warranty, guarantee, representation, or promise made by Contractor or Contractor Personnel; or
• (l) Contractor's use, misuse, loss, theft, damage, or unauthorized disposition of Company Inventory or Company Materials.

12.2 Defense; Settlement. Contractor's duty to defend is independent of, and broader than, its duty to indemnify, and arises upon assertion of any covered claim regardless of the ultimate outcome. Contractor will not settle any claim without Company's prior written consent if the settlement imposes any liability, admission, obligation, injunction, or non-monetary relief on any Company Indemnified Party, does not include a full release of all Company Indemnified Parties, or requires payment by any Company Indemnified Party. Company may, at its option and at Contractor's cost, assume control of the defense of any covered claim that may materially affect Company. If a Loss is caused jointly by Contractor and Company, Contractor's indemnification obligations apply to Contractor's proportionate share of fault, to the fullest extent permitted by law.

12.3 Company Indemnification. Company will indemnify Contractor from and against third-party Losses to the extent finally adjudicated to have been caused by Company's gross negligence or willful misconduct.

13. Limitation of Liability

13.1 Carve-Outs. The limitations in Sections 13.2 and 13.3 do not apply to, and Contractor's liability is not capped or limited with respect to, Losses arising out of or relating to: Contractor's indemnification or defense obligations; bodily injury, death, or property damage; fire, wildfire, smoke, heat, water, chemical, or environmental damage; deployment, system, or service failure to the extent attributable to Contractor or Contractor Personnel; Contractor's breach of confidentiality or infringement of intellectual property rights; Contractor's violation of law; Contractor's employment, tax, payroll, benefits, wage-and-hour, misclassification, or workers' compensation obligations; Contractor's gross negligence, recklessness, willful misconduct, or fraud; or amounts covered or required to be covered by Contractor's insurance.

13.2 Consequential Damages. SUBJECT TO SECTION 13.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Company Cap. Subject to Section 13.1, Company's aggregate liability to Contractor arising out of or relating to this Agreement will not exceed the unpaid fees owed to Contractor for conforming Services properly invoiced and not yet paid as of the date the claim arose.

14. Term and Termination

14.1 Term. This Agreement begins on the Effective Date and continues for an initial term of one (1) year, and will automatically renew for successive one (1) year periods (collectively, the “Term”), unless and until terminated as provided in this Section 14.

14.2 Termination by Company. Company may terminate this Agreement, in whole or in part, at any time, with or without cause and for any or no reason, upon thirty (30) days' prior written notice to Contractor, and immediately upon written notice in the event of Contractor's material breach, unsafe conduct, loss of required licensing or insurance, or conduct that Company reasonably determines may harm Company, its customers, or its reputation. Company will have no liability to Contractor for any termination other than payment for conforming Services properly performed and properly invoiced before the effective date of termination.

14.3 Termination by Contractor. Contractor may terminate this Agreement upon thirty (30) days' prior written notice to Company. During the notice period, Contractor will continue to perform accepted deployments in accordance with this Agreement unless Company directs otherwise.

14.4 Effect of Termination. Upon termination for any reason, Contractor will promptly: cease using Confidential Information, Company Materials, Company Inventory, Company branding, and customer information; return all Company Inventory, Company Materials, records, documents, and other Company property; provide all outstanding documentation for completed or pending Services; reasonably cooperate in transitioning work to Company or another service provider; preserve all records relating to any pending claim, issue, or deployment; and submit a final invoice for undisputed, properly completed, conforming Services.

14.5 Survival. All provisions that by their nature should survive termination will survive, including Sections 2.4, 2.5, 4.2, 5, 7, 8, 10, 11, 12, 13, 14.4, 14.5, 15, 16, 17, and 18.

15. Intellectual Property

15.1 Company Materials. Company retains all right, title, and interest in and to Company products, Company Inventory, trademarks, logos, trade names, customer lists, leads, specifications, instructions, training materials, marketing materials, software, and other materials made available by Company to Contractor (collectively, “Company Materials”). Contractor receives only a limited, revocable, non-exclusive, non-transferable, royalty-free license to use Company Materials solely as necessary to perform authorized Services during the Term.

15.2 Work Product. All deliverables, documentation, photographs, forms, reports, deployment records, customer materials, notes, and other work product created by Contractor or Contractor Personnel in connection with the Services or relating to Company products or customers (“Work Product”) are works made for hire to the extent permitted by law and are owned exclusively by Company. To the extent any Work Product is not deemed a work made for hire, Contractor irrevocably assigns to Company all right, title, and interest in and to such Work Product, including all intellectual property rights therein, and waives any moral or similar rights to the fullest extent permitted by law.

16. Customer Protection; Non-Solicitation; Non-Circumvention

16.1 Non-Solicitation of Customers. During the Term and for twelve (12) months thereafter, Contractor will not, directly or indirectly, use Company's Confidential Information (including customer lists, leads, Property information, or pricing) to solicit, divert, or accept business from any customer or prospective customer that was first introduced to Contractor by Company, or that Contractor first identified through Company-provided leads, deployments, or this Agreement, in each case for the purpose of selling products or services that are competitive with Company's products or services. Nothing in this Section prevents Contractor from soliciting or doing business with customers that Contractor independently identifies or acquires through its own marketing channels not derived from Company's Confidential Information.

16.2 Non-Solicitation of Personnel. During the Term and for twelve (12) months thereafter, Contractor will not, directly or indirectly, solicit for hire, hire, or engage any response-team member, employee, or contractor of Company or its affiliates with whom Contractor had contact in connection with the Services, or induce any such person to terminate or reduce their relationship with Company. A general solicitation not specifically directed at such persons is not a violation of this Section.

16.3 Protection of Company Customer Relationships. Contractor acknowledges and agrees that Company's customer identities, customer lists, leads, Property information, pricing, deployment records, and related non-public information constitute Company's Confidential Information and trade secrets within the meaning of the California Uniform Trade Secrets Act (Cal. Civ. Code §§ 3426 et seq.), and that the customer relationships and the right to deploy the Matador Fire Wildfire Defense System belong to Company. During the Term and for twelve (12) months thereafter, Contractor will not use, rely on, disclose, or exploit any of Company's Confidential Information or trade secrets to offer, market, solicit, provide, accept, or divert business for emergency-deployment, wildfire-defense, or related services that compete with Company's products or services from, to, or with respect to any Company customer or Property, or otherwise to displace or interfere with Company's relationship with any such customer or Property. Nothing in this Section 16.3 restrains Contractor from engaging in any lawful profession, trade, or business, or from offering or providing services (including services competitive with Company) to any person or entity, where Contractor does so without use of Company's Confidential Information or trade secrets and based solely on relationships or information Contractor independently develops or lawfully obtains from sources other than Company.

16.4 Non-Circumvention. Contractor will not, directly or indirectly, attempt to circumvent or bypass Company by contracting directly with, or arranging for any Contractor Personnel, subcontractor, or vendor to contract directly with, any Company customer for emergency-deployment or related services that are within the scope of this Agreement, in a manner that uses Company's Confidential Information or deprives Company of the benefit of its customer relationships.

16.5 Savings Clause. This Section 16 is intended to comply with California Business and Professions Code §§ 16600, 16600.1, and 16600.5 and the California Uniform Trade Secrets Act, and will be construed and enforced solely to the extent necessary to protect Company's legitimate trade-secret and Confidential Information interests. If any restriction in this Section is held overbroad or unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in full force and effect.

17. Dispute Resolution

17.1 Informal Resolution. Before initiating any arbitration or litigation, the Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal discussions between authorized representatives, beginning within fifteen (15) business days after written notice of the dispute.

17.2 Arbitration. Except as provided in Section 17.3, any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved by informal discussions will be finally resolved by binding arbitration administered by JAMS in Los Angeles County, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator. The arbitrator may award any relief that a court of competent jurisdiction could award, including equitable relief and attorneys' fees in accordance with Section 17.4. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration proceedings, filings, evidence, testimony, award, and related materials will be confidential, except to the extent disclosure is required by law or to enforce or challenge an award.

17.3 Equitable Relief. Notwithstanding Section 17.2, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to enforce its rights with respect to confidentiality, intellectual property, customer information, Company Inventory, Section 16, or other matters where monetary damages would be inadequate.

17.4 Attorneys' Fees. The prevailing Party in any arbitration or court proceeding arising out of or relating to this Agreement is entitled to recover its reasonable attorneys' fees, expert fees, and costs.

18. General Provisions

18.1 Modification of Terms. Company may modify, supplement, or replace these Terms at any time, in its sole discretion, by posting updated Terms to the Terms Page. Any such changes are effective immediately upon posting and without prior notice to Contractor. Company will identify each version of these Terms by a version number and effective date shown on the Terms and on the Terms Page, and will update that version number and effective date upon each revision. The version bearing the most recent effective date posted to the Terms Page as of the time an Emergency Deployment is requested or performed governs that deployment. Contractor is responsible for reviewing the Terms Page, and Contractor's continued performance, acceptance of any deployment request, or acceptance of payment after updated Terms are posted constitutes Contractor's acceptance of the then-current Terms. The Order Form may be amended only by a writing signed by an authorized representative of each Party.

18.2 Governing Law; Venue; Jury Waiver. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles. Subject to Section 17, the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles County, California. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.3 Assignment; Subcontractors. Contractor may not assign, delegate, subcontract, or transfer this Agreement, any deployment, or any rights or obligations hereunder without Company's prior written consent, and any unauthorized assignment is void. Company may assign this Agreement, in whole or in part, to any affiliate or to any successor by merger, sale of assets, or other corporate transaction without Contractor's consent. If Company consents to a permitted subcontractor, Contractor remains fully responsible and liable for the acts, omissions, and performance of the subcontractor as if they were Contractor's own, and will ensure each subcontractor is bound by written obligations at least as protective of Company as this Agreement.

18.4 Notices. All notices under this Agreement (other than updates to the Terms, which are governed by Section 18.1) must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt to the addresses set forth in the Order Form. Notices to Company will be sent to the address set forth in the Order Form, with a copy (which does not constitute notice) to legal@telosarete.law.

18.5 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations and obligations relating to confidentiality, indemnification, defense, evidence preservation, return of Company Inventory, and insurance) to the extent caused by events beyond its reasonable control, including natural disasters, wildfire, fire, severe weather, evacuation orders, acts of war or terrorism, labor disruptions, governmental action, public-health emergencies, or utility or supply-chain failures. The affected Party will give prompt notice and use commercially reasonable efforts to resume performance.

18.6 Records and Audit. Contractor will maintain complete and accurate books and records relating to the Services for at least seven (7) years after the later of completion of the applicable Services or termination of this Agreement, or longer if required by law or a pending claim. Upon reasonable notice, Company may audit Contractor's relevant records to verify compliance with this Agreement.

18.7 Waiver; Severability; Cumulative Remedies. No waiver of any breach or default is effective unless in writing and signed by the waiving Party, and no waiver constitutes a waiver of any other or subsequent breach or default. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to be valid and enforceable, and the remaining provisions will remain in full force and effect. All rights and remedies are cumulative and not exclusive of any other rights or remedies available at law or in equity.

18.8 Entire Agreement. This Agreement (consisting of the Order Form, including its schedules, and these Terms as posted to the Terms Page) constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous discussions, agreements, and understandings. In the event of any conflict between the Order Form and these Terms, these Terms control unless the Order Form expressly identifies the Section of these Terms being modified and is signed by an authorized officer of each Party. In the event of any conflict between the copy of the Terms attached to the Order Form and the version posted to the Terms Page, the posted version controls.

18.9 Counterparts; Electronic Signatures; Construction. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means (including DocuSign or similar e-signature platforms or PDF) have the same force and effect as original signatures. Headings are for convenience only and do not affect interpretation. “Including” and “include” mean “including without limitation.” This Agreement will be interpreted fairly in accordance with its terms and not strictly for or against either Party.