SCOPE OF WORK
Independently, and neither as an employee nor agent of FRONTIER, SUPPLIER will use its best efforts to furnish the necessary labor, materials and facilities to perform tasks in support of Purchase Orders (PO) issued.
Work shall be performed under the general guidance and direction of FRONTIER’s representative(s). All contractual authorizations and modifications require prior written approval by a corporate officer of FRONTIER.
PERIOD OF PERFORMANCE
Performance of this AGREEMENT shall start on delivery of a fully signed AGREEMENT copy to SUPPLIER and shall extend until a Termination Notice is delivered by FRONTIER to SUPPLIER in writing.
PURCHASE ORDERS AND PAYMENTS
SUPPLIER agrees to perform the work in accordance with the terms and conditions set forth in this AGREEMENT, and any Purchase Order (“PO”) that FRONTIER may issue hereunder. The process for issuing PO’s will be as follows: Upon identifying the work that is required FRONTIER will contact SUPPLIER to agree upon a work scope, schedule, and fee. FRONTIER will then issue a PO that includes a description of the work, a list of deliverables, a not-to-exceed budget, a schedule for completion, any flow-down provisions, and payment terms. SUPPLIER’s fee will include all labor, materials, and other direct project expenses. Each PO will state whether work shall be performed on a fixed price basis, a time and materials basis, or a time and materials basis with a cost ceiling. SUPPLIER shall not commence work until a PO has been approved in writing by both Parties either by e-mail or signature.
The terms and conditions of this contract shall apply independently to each PO approved under this contract. Work shall be completed in accordance with the terms specified in the PO. Time is of the essence in SUPPLIER’s performance of the work.
As FRONTIER is required to have an IRS Form W-9 on file for all vendors to which payments are made, SUPPLIER must submit a completed W-9 Form, incorporated herein as APPENDIX A. The completed form may be submitted by e-mail to FRONTIER’s Accounting Department at accounting@frontierenergy.com prior to FRONTIER paying any invoices under this AGREEMENT. All invoices shall be e-mailed to FRONTIER’s Accounts Payable Department at accounting@frontierenergy.com.
INDEMNIFICATION
SUPPLIER shall defend, indemnify and hold FRONTIER, its officers, directors, and affiliates harmless from and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising out of its performance under this agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of SUPPLIER, its officers, agents or employees.
INSURANCE
SUPPLIER and lower-tier subcontractor, if any, shall not commence the work specified under each PO until it obtains and maintains for the period of performance specified in the PO and for the amounts specified in any PO terms. At minimum SUPPLIER shall maintain Worker’s Compensation and/or all other necessary social insurance, Commercial General Liability Insurance, and (if applicable), Professional Liability Insurance covering all of SUPPLIER’s operations under the PO. Each policy will have minimum limits of one Million Dollars ($1,000,000). Contractor will not process SUPPLIER invoices for payment until evidence of insurance has been provided for the coverage required under this Agreement or under the terms specified in the PO.
INTELLECTUAL PROPERTY
Whereas SUPPLIER understands Frontier is generally under a third-party contractual obligation relating to the disposition of intellectual property rights, all intellectual property rights evolving from studies, reports, or other data delivered under this contract are the sole property of Contractor or, as applicable, its third-party contractual beneficiary. SUPPLIER agrees to make, execute, and deliver to Contractor any papers or other instruments in such terms and contents as may be required for the filing of any required instrument necessary for preserving an intellectual property right and does hereby assign and transfer to Contractor the entire right, title, and interest in and to the intellectual property rights.
CONFLICT OF INTEREST
SUPPLIER shall promptly disclose to Contractor any conflict of interest (such as business, financial or other relationship) that might affect or appear to interfere with objective performance of the Work. SUPPLIER agrees that if any such conflict of interest presently exists or is in question, SUPPLIER will report it to Client before signing this Agreement.
RIGHT TO AUDIT AND INSPECT
Contractor or an appointed audit firm (Auditors) has the right to audit SUPPLIER and SUPPLIER’s sub-contractors or affiliates that provide a service for the processing, transport or storage of Contractor’s data. Contractor will announce their intent to audit SUPPLIER by providing at a minimum ten business days’ notice to SUPPLIER. This notice will go to SUPPLIER that this contract is executed with. A scope document along with a request for deliverables will be provided at the time of notification of an audit. If the documentation requested cannot be removed from SUPPLIER’s premises, SUPPLIER will allow the Auditors access to their site.
If SUPPLIER has an external audit firm that performs a certified Type II SAS 70 review or SOC2 audit. Contractor has the right to review the controls tested as well as the results, and has the right to request additional controls to be added to the review for testing the controls that have an impact on Contractor data. Audits will be at Contractor's sole expense.
MEDIA HANDLING
SUPPLIER agrees to handle all media containing Contractor data according to the standards established in International Organization for Standardization (ISO) 27001.
SUPPLIER agrees to comply with all applicable laws that require the notification of individuals in the event of unauthorized release of personally identifiable information or other event requiring notification. In the event of a breach of any of SUPPLIER’s security obligations, or other event requiring notification under applicable law, SUPPLIER agrees to notify Contractor by telephone and e-mail of such an event within 24 hours of discovery.
NON-DISCLOSURE
SUPPLIER acknowledges that in the course of performing services or work for the Contractor, the SUPPLIER will be given access to certain Confidential Information on Contractor and third parties which includes (a) information relating to their facilities, equipment, processes, products, specifications, designs, records, data, software programs, employee identities, marketing plans or manufacturing processes or products, (b) any technical, commercial, or financial information of Contractor obtained by SUPPLIER in connection with this Agreement, either during the Term or prior to the Term but in contemplation that SUPPLIER might be providing the Work or services, including, but not limited to data, matters and practices concerning technology, personnel, business, marketing or manufacturing processes or products, which may be information owned by Contractor or by a third party and which may be in the custody of Contractor or third party and which constitutes valuable confidential and proprietary information and or trade secrets belonging to Contractor, and/or third parties, (c) any such Confidential Information of any third party disclosing such Confidential Information to Contractor or SUPPLIER in the course of such third party’s employment, engagement, business, or other relationship with Contractor or affiliated companies.
In consideration of being made privy to such Confidential Information, and of the contracting for the SUPPLIER’s professional services by Contractor, the SUPPLIER hereby shall hold the same in strict confidence, and not disclose it, or otherwise make it available, to any person or third party (including but not limited to any affiliate of SUPPLIER) without the prior written consent of Contractor. The SUPPLIER agrees that all such Confidential Information:
Shall be used only for the purpose of providing Work or services for Contractor; and
Shall not be reproduced, copied, in whole or in part, in any form, except as specifically authorized and in conformance with Contractor's instructions when necessary for the purposes set forth in (a) above; and
Shall, together with any copies, reproductions or other records thereof, in any form, and all information and materials developed by Undersigned there from, be returned to Contractor when no longer needed for the performance of Undersigned's Work or services for Contractor.
SUPPLIER hereby agrees that any third parties owning any Confidential Information are express third party beneficiaries of this Agreement.
The SUPPLIER hereby acknowledges and agrees that because (a) an award of money damages is inadequate for any breach of this Agreement by the SUPPLIER or any of its representatives and (b) any breach causes Contractor irreparable harm, that for any violation or threatened violation of any provision of this Agreement, in addition to any remedy Contractor may have at law, Contractor is entitled to equitable relief, including injunctive relief and specific performance, without proof of actual damages.
SUBCONTRACTORS
SUPPLIER shall not enter into Subcontracts for the scope of work herein without the prior written approval of FRONTIER. FRONTIER’s approval of any subcontract shall not relieve SUPPLIER of its obligations to FRONTIER under this Agreement. The provisions and obligations of this Agreement shall apply to any Subcontract and SUPPLIER shall be responsible to FRONTIER for any damages to FRONTIER arising out of Subcontracts not in accordance with this AGREEMENT. Nothing in this Agreement shall create any contractual relations between a SUPPLIER and FRONTIER.
NOTIFICATION OF ORGANIZATIONAL CHANGES
SUPPLIER will notify FRONTIER within two business days of any of the following organizational changes:
NON-SOLICITATION
During the term of this Agreement and for two (2) years thereafter, SUPPLIER shall not encourage or solicit any current employee of Frontier to leave Frontier’s employ for any reason. In the event SUPPLIER hires any employee, or any former employee of Frontier who worked for Frontier during the period of twelve (12) months preceding the hire, prior to the expiration of said (2) year period, SUPPLIER agrees to pay Frontier a finder’s fee equal to one hundred and fifty percent (150%) of Frontier’s employee’s gross annual salary.
TERMINATION
FRONTIER may terminate this AGREEMENT, in whole or in part, at any time upon 14 calendar days written notice to the SUPPLIER. Upon receipt of notification of termination of this AGREEMENT, SUPPLIER shall make no further commitments under this AGREEMENT, and must take all reasonable actions to cancel outstanding obligations.
RECORDS
SUPPLIER will maintain adequate financial records, in accordance with generally accepted accounting principles, to clearly and easily identify expenses of the Subcontract, to describe the nature of each expense and to establish relatedness to this Subcontract.
SUPPLIER agrees to maintain (in reasonable detail, as will properly reflect all work done and results achieved in the performance of this Subcontract) books, records, reports, research notes, charts, graphs, computations, analyses, recordings, photographs, computer programs and documentation thereof; computer information storage means samples of materials and other graphic or written data generated in connection with the work. Records must be retained for a period of two (2) years following the end of the Period of Performance of the Subcontract.
FRONTIER may, from time to time, request information from SUPPLIER related to, but not limited to its operations, health and safety, diversity, and security. SUPPLIER agrees to use its best efforts to comply with such requests in a timely manner and understands that its failure to respond may result in termination of this AGREEMENT.
APPLICABLE LAW
This AGREEMENT shall be governed by, and construed in accordance with, the laws of the State of California.
FEDERAL COMPLIANCE
SUPPLIER shall, to the extent it would be required to do so if this AGREEMENT were an agreement between SUPPLIER and the Government of the United States of America, comply with all orders, regulations and laws governing nondiscrimination in employment.
ENTIRE AGREEMENT
This AGREEMENT constitutes the entire agreement between the parties and supersedes all previous Agreements and understandings, whether oral or written, express or implied, relating to the subject matter contained in this AGREEMENT. In the event of conflicts between this Agreement and any resulting PO, the PO shall hold precedence. This AGREEMENT may not be altered, amended, or modified except by written instrument signed by the duly authorized representatives of both parties.
If any provision of this AGREEMENT for any reason shall be declared to be invalid, illegal or unenforceable, such decision shall not affect the validity of any remaining provision, which shall remain in full force and effect.
Approved and Agreed:
Frontier Energy, INC.