Terms and Conditions for Contracted Projects

Nov 10, 2022

1. Incorporation by Reference.
1.1. All terms, provisions and agreements set forth in these Terms and Conditions are thereby
incorporated into that Agreement between Customer and Viotell Roofing, LLC (“Contractor”) as
of the Effective date of that Agreement.
2. Engagement; Scope and Standard of Services.
2.1. Subject to the terms of these Terms and Conditions, Customer agrees to engage Contractor to
perform the services initialed in the description of services in the Quote, and any related services
that Contractor and Customer may mutually agree (Services).
2.1.1. Any additional work not listed on the Quote will be charged at $75.00 per man hour plus
supplies and may include supervisor oversight at $85 per hour.
2.1.2. Any snow removals done throughout the duration of the Project will be charged at $75.00
per hour per man rate.
3. Compensation for Services.
3.1. Contractor shall be paid as set forth in the Quote except as otherwise described in this
Agreement. Invoices will be due upon receipt by Customer and will be considered past-due after
seven (7) days. A service fee of 1.5% will be assessed on all past-due amounts. Should collection
or legal action become necessary in order to resolve a dispute, the prevailing party shall be
entitled to recovery of reasonable attorney fees and costs.
3.2. Due to fluctuating costs of materials, the Total proposed is only an estimate. If there is an
increase, a change order will be submitted for the increased price in materials at the time of
commencement. See Proposal Pricing date on the front page for pricing validation timeframe.
3.3. 55% of the Quote total price will be due upon execution of the Agreement prior to the
commencement of work. The remaining balance of the Quote total price will be due upon
completion of the work outlined in the Quote.
3.4. If this Agreement is terminated by Customer after the Effective Date but before the project
begins, the Contractor shall be paid the cost of any materials purchased & restocking fees.
3.5. If the contract is canceled after work has commenced at the home or business, you agree to pay
for all materials purchased, restocking fees, and any man hours that Contractor has already
worked at the place of the project. ($250.00 per man/per hour)
4. Customer Obligations.
4.1. Customer shall:
4.1.1. cooperate with Contractor in all matters relating to the Services and appoint a Customer
employee, or serve themselves to serve as the primary contact with respect to this
Agreement and who will have the authority to act on behalf of Customer with respect to
matters pertaining to this Agreement (Contract Manager);
4.1.2. respond promptly to any Contractor request to provide direction, information, approvals,
authorizations or decisions that are reasonably necessary for Contractor to perform Services
in accordance with the requirements of this Agreement; and

4.1.3. provide such information as Contractor may request in order to carry out the Services, in a
timely manner, and ensure that it is complete and accurate in all material respects.
4.2. Customer assumes the responsibility for the accuracy of verbal orders unless written
confirmation is received prior to fabrication. Confirming orders should be marked "Confirming
Order – Do Not Duplicate".
4.3. Removing or replacing or both removing and replacing an old roof creates vibrations that may be
transmitted through the house. YOU AGREE TO REMOVE ITEMS HANGING FROM
INSIDE AND OUTSIDE WALLS, SOFFITS, AND CEILINGS. You agree that Contractor is
not responsible for ANY damages caused due to the installation or by falling items, such as light
fixtures, Smoke detectors, etc.
4.4. It may be necessary to remove roof-mounted equipment. You agree to have it removed and
reinstalled/adjusted at your cost. Contractor may remove roof-mounted equipment if you do not
remove it before the Service is provided, but Contractor will have no obligations to reinstall or
align any equipment. Nor will Contractor be held liable for any damage caused in the removal of
roof-mounted equipment, whether negligent or not.
4.5. You agree to retain a qualified, licensed electrician to disconnect/reconnect accessories attached
to the roof. Our installers are not licensed, electricians.
4.6. You agree to notify us within 72 hours of discovering any leaks and take reasonable and
immediate action to prevent further damage. Contractor will send a representative to inspect the
damage. You agree to cooperate with such inspections.
4.7. Replacement of deteriorated decking, fascia boards, roof jacks, ventilation, masonry work, or
other material is not included unless written into the contract.
5. Term; Termination.
5.1. This Agreement shall commence as of the Effective Date and shall continue thereafter until the
completion of and payment in full for the Services unless sooner terminated by either party by
written notice to the other party. Contractor shall have no further obligations after the date of
termination of this Agreement. However, Contractor shall be given a thirty (30) day grace period
to correct any deficiency in the Services that may cause the Customer to terminate this
Agreement. Upon the termination of this Agreement, the parties shall cooperate with each other
to conclude an orderly termination of their relationship and transition of all Services in progress
and pay all outstanding amounts owed.
6. Representations and Warranties.
6.1. Each party represents and warrants to the other party that:
6.1.1. it is duly organized, validly existing and in good standing;
6.1.2. it has the full right, power and authority to enter into this Agreement, to grant the rights
granted hereunder and to perform its obligations hereunder;
6.1.3. the execution of this Agreement by its representative whose signature is set forth at the end
hereof has been duly authorized by all necessary corporate action of the party; and
6.1.4. when executed and delivered by such party, this Agreement will constitute the legal, valid
and binding obligation of such party, enforceable against such party in accordance with its
terms.

6.2. Customer represents and warrants that they have title to the equipment being repaired or
maintained or are otherwise authorized to have Contractor complete the Services on the
equipment.
6.3. Contractor is not responsible for any damage due to faulty snow retention systems due to Non-
engineered plans.
6.4. Contractor is not responsible for any damage once work has commenced, through duration &
upon completion – that is caused by another contractor or anyone not employed by Contractor.
6.5. Contractor is not responsible for any damage done to materials that have already been installed
by Contractor by another contractor/sub.
6.6. TPO warranty is void by Contractor if TPO is covered by ballast, concrete, pavers, etc., or is
damaged due to another contractor's negligence, causing penetrations to the TPO.
6.7. Contractor recommends Snow Retention Systems to be installed in accordance with Engineered
Specifications by the Supplier. In NO event shall Contractor be held liable for failed or faulty
Snow Retention failure due to installation based on NON-Engineered Specifications.
6.8. Metal variation: Due to our product being comprised of natural materials, physical samples need
to be viewed to properly evaluate color tones and grain or pattern. Natural variations in color,
pattern, distribution of pattern, and pattern size are inherent and further enhance the overall
natural beauty of our product. These naturally occurring variations do not affect the performance
or qualify for product rejection or replacement. Oil canning is inherent to roll-formed products
and shall not be cause for rejection of materials. To help reduce oil canning, use 24 gauge. Also,
use Striation, Stiffener Ribs, or Embossing. Flat surfaces will display slight waviness, commonly
referred to as (Oil Canning). This phenomenon is caused by steel mill production tolerances and
will not be accepted as a cause for field rejection. While, at times, foam backing is installed to
the back of panels, there is still a possibility that panels can show signs of oil canning.
Contractor will not be held liable for oil canning for any reason, including settling of build or
expansion & contraction due to weather.
6.9. From the date of project completion, Roofing Materials are separately warranted by the
manufacturer. Contractor provides a two (2) year workmanship warranty upon payment in full
unless otherwise written on Warranties & Conditions portion. Contractor’s warranty excludes
natural imperfections, latent defects, or problems caused by the inappropriate operation of the
equipment. Warranties are void of any liability for materials or products supplied by the
Customer or Customer’s agents. Manufacturer warranties apply to all supplied materials as
applicable.
7. Disclaimer.
7.1. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, CONTRACTOR
HEREBY DISCLAIMS (A) ALL WARRANTIES, EITHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT.
8. Indemnification.
8.1. The parties shall defend, indemnify and hold harmless the other party and their affiliates,
including officers, directors, employees, agents, successors and permitted assigns from and
against all Losses arising out of or resulting from any third-party claim, suit, action or
proceeding (each, an Action) arising out of or resulting from:

8.1.1. bodily injury, death of any person or damage to real or tangible, personal property resulting
from the willful, fraudulent or grossly negligent acts or omissions of the other party; and
8.1.2. The parties breach of any representation, warranty or obligation of as set forth in this
Agreement.
8.2. The party seeking indemnification hereunder shall promptly notify the indemnifying party in
writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole
cost and expense. The indemnifying party shall immediately take control of the defense and
investigation of such Action and shall employ counsel of its choice to handle and defend the
same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle
any Action in a manner that adversely affects the rights of the indemnified party without the
indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed.
9. Limitation of Liability.
9.1. IN NO EVENT WILL CONTRACTOR BE LIABLE TO THE CUSTOMER OR TO ANY
THIRD PARTY FOR ANY LOSS OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING
OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE
AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
9.2. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL CONTRACTOR’S
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR
PAYABLE PURSUANT TO THE APPLICABLE DESCRIPTION OF SERVICES.
10. Force Majeure.
10.1. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under
or breached this Agreement, for any failure or delay in fulfilling or performing any term of this
Agreement (except for any obligations to make payments to the other party hereunder), when
and to the extent such failure or delay is caused by or results from acts beyond the affected
party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire or
explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in
effect on or after the date of this Agreement; (e) national or regional emergency; (f) shortage of
adequate power or telecommunications or transportation facilities; or (g) any other event which
is beyond the reasonable control of such party (Force Majeure Event). A party whose
performance is affected by a Force Majeure Event shall give notice to the other party, stating the
period of time the occurrence is expected to continue and shall use diligent efforts to end the
failure or delay and minimize the effects of such Force Majeure Event. During the Force
Majeure Event, the nonaffected party may similarly suspend its performance obligations until
such time as the affected party resumes performance.
11. General.
11.1. Liens. Contractor reserves the right to file a lien for the performance of Services or the supply of
materials in the amount due for completed Services and will release and waive the same upon
payment in full of Customer.
11.2. Survival. The parties agree that Sections 9, 10, and 12 of this Agreement shall continue in effect
after termination or expiration of this Agreement.

11.3. Governing Law. This Agreement shall be governed by the laws of the state of Utah, without
regard to its conflicts of law principles. All disputes arising out of this Agreement shall be
resolved by a federal or state court located in Salt Lake County, Utah, and the parties hereby
consent to such jurisdiction. The Parties agree to enter into mediation in Salt Lake County before
filing litigation.
11.4. Attorneys’ Fees. If either party commences any action or proceeding against the other party to
enforce this Agreement, the substantially prevailing party in such action or proceeding shall be
entitled to recover from the other party the costs, expenses, and attorneys’ fees incurred by such
prevailing party in connection with such action or proceeding and in connection with enforcing
any judgment or order thereby obtained.
11.5. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted heirs, successors or assigns, including Contractor’s subcontractors.
11.6. Notices; Written Consent. Any notices hereunder shall be in writing and effective upon
dispatch when sent by certified or registered mail, return receipt requested, confirmed facsimile
or email transmission, or by an internationally recognized overnight courier service to the
parties’ respective addresses set forth on the signature page hereto. Any written consent required
hereunder may be delivered by facsimile, email or other electronic transmission.
11.7. Severability. If any provision of this Agreement is deemed to be invalid or inoperative for any
reason, such provision shall be deemed modified to the extent necessary to make it valid and
operative, or if it cannot be so modified, then severed, and the remainder of the Agreement shall
continue in full force and effect.
11.8. Entire Agreement; Modification and Waiver. This Agreement and any and all exhibits and
schedules hereunder set forth the entire agreement and understanding between Contractor and
Customer relating to the subject matter herein. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in
writing signed by the party to be charged. The failure of a party at any time to require
performance by the other party of any of the provisions herein shall not operate as a waiver of
the right of such party to request strict performance of the same or like provisions, or any other
provisions hereof, at a later time.
11.9. Counterparts. This Agreement may be signed in any number of counterparts. Any signature
page hereto delivered electronically shall be binding to the same extent as an original signature
page.

1. Incorporation by Reference.
1.1. All terms, provisions and agreements set forth in these Terms and Conditions are thereby
incorporated into that Agreement between Customer and Viotell Roofing, LLC (“Contractor”) as
of the Effective date of that Agreement.
2. Engagement; Scope and Standard of Services.
2.1. Subject to the terms of these Terms and Conditions, Customer agrees to engage Contractor to
perform the services initialed in the description of services in the Quote, and any related services
that Contractor and Customer may mutually agree (Services).
2.1.1. Any additional work not listed on the Quote will be charged at $75.00 per man hour plus
supplies and may include supervisor oversight at $85 per hour.
2.1.2. Any snow removals done throughout the duration of the Project will be charged at $75.00
per hour per man rate.
3. Compensation for Services.
3.1. Contractor shall be paid as set forth in the Quote except as otherwise described in this
Agreement. Invoices will be due upon receipt by Customer and will be considered past-due after
seven (7) days. A service fee of 1.5% will be assessed on all past-due amounts. Should collection
or legal action become necessary in order to resolve a dispute, the prevailing party shall be
entitled to recovery of reasonable attorney fees and costs.
3.2. Due to fluctuating costs of materials, the Total proposed is only an estimate. If there is an
increase, a change order will be submitted for the increased price in materials at the time of
commencement. See Proposal Pricing date on the front page for pricing validation timeframe.
3.3. 55% of the Quote total price will be due upon execution of the Agreement prior to the
commencement of work. The remaining balance of the Quote total price will be due upon
completion of the work outlined in the Quote.
3.4. If this Agreement is terminated by Customer after the Effective Date but before the project
begins, the Contractor shall be paid the cost of any materials purchased & restocking fees.
3.5. If the contract is canceled after work has commenced at the home or business, you agree to pay
for all materials purchased, restocking fees, and any man hours that Contractor has already
worked at the place of the project. ($250.00 per man/per hour)
4. Customer Obligations.
4.1. Customer shall:
4.1.1. cooperate with Contractor in all matters relating to the Services and appoint a Customer
employee, or serve themselves to serve as the primary contact with respect to this
Agreement and who will have the authority to act on behalf of Customer with respect to
matters pertaining to this Agreement (Contract Manager);
4.1.2. respond promptly to any Contractor request to provide direction, information, approvals,
authorizations or decisions that are reasonably necessary for Contractor to perform Services
in accordance with the requirements of this Agreement; and

4.1.3. provide such information as Contractor may request in order to carry out the Services, in a
timely manner, and ensure that it is complete and accurate in all material respects.
4.2. Customer assumes the responsibility for the accuracy of verbal orders unless written
confirmation is received prior to fabrication. Confirming orders should be marked "Confirming
Order – Do Not Duplicate".
4.3. Removing or replacing or both removing and replacing an old roof creates vibrations that may be
transmitted through the house. YOU AGREE TO REMOVE ITEMS HANGING FROM
INSIDE AND OUTSIDE WALLS, SOFFITS, AND CEILINGS. You agree that Contractor is
not responsible for ANY damages caused due to the installation or by falling items, such as light
fixtures, Smoke detectors, etc.
4.4. It may be necessary to remove roof-mounted equipment. You agree to have it removed and
reinstalled/adjusted at your cost. Contractor may remove roof-mounted equipment if you do not
remove it before the Service is provided, but Contractor will have no obligations to reinstall or
align any equipment. Nor will Contractor be held liable for any damage caused in the removal of
roof-mounted equipment, whether negligent or not.
4.5. You agree to retain a qualified, licensed electrician to disconnect/reconnect accessories attached
to the roof. Our installers are not licensed, electricians.
4.6. You agree to notify us within 72 hours of discovering any leaks and take reasonable and
immediate action to prevent further damage. Contractor will send a representative to inspect the
damage. You agree to cooperate with such inspections.
4.7. Replacement of deteriorated decking, fascia boards, roof jacks, ventilation, masonry work, or
other material is not included unless written into the contract.
5. Term; Termination.
5.1. This Agreement shall commence as of the Effective Date and shall continue thereafter until the
completion of and payment in full for the Services unless sooner terminated by either party by
written notice to the other party. Contractor shall have no further obligations after the date of
termination of this Agreement. However, Contractor shall be given a thirty (30) day grace period
to correct any deficiency in the Services that may cause the Customer to terminate this
Agreement. Upon the termination of this Agreement, the parties shall cooperate with each other
to conclude an orderly termination of their relationship and transition of all Services in progress
and pay all outstanding amounts owed.
6. Representations and Warranties.
6.1. Each party represents and warrants to the other party that:
6.1.1. it is duly organized, validly existing and in good standing;
6.1.2. it has the full right, power and authority to enter into this Agreement, to grant the rights
granted hereunder and to perform its obligations hereunder;
6.1.3. the execution of this Agreement by its representative whose signature is set forth at the end
hereof has been duly authorized by all necessary corporate action of the party; and
6.1.4. when executed and delivered by such party, this Agreement will constitute the legal, valid
and binding obligation of such party, enforceable against such party in accordance with its
terms.

6.2. Customer represents and warrants that they have title to the equipment being repaired or
maintained or are otherwise authorized to have Contractor complete the Services on the
equipment.
6.3. Contractor is not responsible for any damage due to faulty snow retention systems due to Non-
engineered plans.
6.4. Contractor is not responsible for any damage once work has commenced, through duration &
upon completion – that is caused by another contractor or anyone not employed by Contractor.
6.5. Contractor is not responsible for any damage done to materials that have already been installed
by Contractor by another contractor/sub.
6.6. TPO warranty is void by Contractor if TPO is covered by ballast, concrete, pavers, etc., or is
damaged due to another contractor's negligence, causing penetrations to the TPO.
6.7. Contractor recommends Snow Retention Systems to be installed in accordance with Engineered
Specifications by the Supplier. In NO event shall Contractor be held liable for failed or faulty
Snow Retention failure due to installation based on NON-Engineered Specifications.
6.8. Metal variation: Due to our product being comprised of natural materials, physical samples need
to be viewed to properly evaluate color tones and grain or pattern. Natural variations in color,
pattern, distribution of pattern, and pattern size are inherent and further enhance the overall
natural beauty of our product. These naturally occurring variations do not affect the performance
or qualify for product rejection or replacement. Oil canning is inherent to roll-formed products
and shall not be cause for rejection of materials. To help reduce oil canning, use 24 gauge. Also,
use Striation, Stiffener Ribs, or Embossing. Flat surfaces will display slight waviness, commonly
referred to as (Oil Canning). This phenomenon is caused by steel mill production tolerances and
will not be accepted as a cause for field rejection. While, at times, foam backing is installed to
the back of panels, there is still a possibility that panels can show signs of oil canning.
Contractor will not be held liable for oil canning for any reason, including settling of build or
expansion & contraction due to weather.
6.9. From the date of project completion, Roofing Materials are separately warranted by the
manufacturer. Contractor provides a two (2) year workmanship warranty upon payment in full
unless otherwise written on Warranties & Conditions portion. Contractor’s warranty excludes
natural imperfections, latent defects, or problems caused by the inappropriate operation of the
equipment. Warranties are void of any liability for materials or products supplied by the
Customer or Customer’s agents. Manufacturer warranties apply to all supplied materials as
applicable.
7. Disclaimer.
7.1. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, CONTRACTOR
HEREBY DISCLAIMS (A) ALL WARRANTIES, EITHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND (B) ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT.
8. Indemnification.
8.1. The parties shall defend, indemnify and hold harmless the other party and their affiliates,
including officers, directors, employees, agents, successors and permitted assigns from and
against all Losses arising out of or resulting from any third-party claim, suit, action or
proceeding (each, an Action) arising out of or resulting from:

8.1.1. bodily injury, death of any person or damage to real or tangible, personal property resulting
from the willful, fraudulent or grossly negligent acts or omissions of the other party; and
8.1.2. The parties breach of any representation, warranty or obligation of as set forth in this
Agreement.
8.2. The party seeking indemnification hereunder shall promptly notify the indemnifying party in
writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole
cost and expense. The indemnifying party shall immediately take control of the defense and
investigation of such Action and shall employ counsel of its choice to handle and defend the
same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle
any Action in a manner that adversely affects the rights of the indemnified party without the
indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed.
9. Limitation of Liability.
9.1. IN NO EVENT WILL CONTRACTOR BE LIABLE TO THE CUSTOMER OR TO ANY
THIRD PARTY FOR ANY LOSS OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING
OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE
AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
9.2. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL CONTRACTOR’S
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR
PAYABLE PURSUANT TO THE APPLICABLE DESCRIPTION OF SERVICES.
10. Force Majeure.
10.1. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under
or breached this Agreement, for any failure or delay in fulfilling or performing any term of this
Agreement (except for any obligations to make payments to the other party hereunder), when
and to the extent such failure or delay is caused by or results from acts beyond the affected
party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire or
explosion; (c) war, invasion, riot or other civil unrest; (d) actions, embargoes or blockades in
effect on or after the date of this Agreement; (e) national or regional emergency; (f) shortage of
adequate power or telecommunications or transportation facilities; or (g) any other event which
is beyond the reasonable control of such party (Force Majeure Event). A party whose
performance is affected by a Force Majeure Event shall give notice to the other party, stating the
period of time the occurrence is expected to continue and shall use diligent efforts to end the
failure or delay and minimize the effects of such Force Majeure Event. During the Force
Majeure Event, the nonaffected party may similarly suspend its performance obligations until
such time as the affected party resumes performance.
11. General.
11.1. Liens. Contractor reserves the right to file a lien for the performance of Services or the supply of
materials in the amount due for completed Services and will release and waive the same upon
payment in full of Customer.
11.2. Survival. The parties agree that Sections 9, 10, and 12 of this Agreement shall continue in effect
after termination or expiration of this Agreement.

11.3. Governing Law. This Agreement shall be governed by the laws of the state of Utah, without
regard to its conflicts of law principles. All disputes arising out of this Agreement shall be
resolved by a federal or state court located in Salt Lake County, Utah, and the parties hereby
consent to such jurisdiction. The Parties agree to enter into mediation in Salt Lake County before
filing litigation.
11.4. Attorneys’ Fees. If either party commences any action or proceeding against the other party to
enforce this Agreement, the substantially prevailing party in such action or proceeding shall be
entitled to recover from the other party the costs, expenses, and attorneys’ fees incurred by such
prevailing party in connection with such action or proceeding and in connection with enforcing
any judgment or order thereby obtained.
11.5. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted heirs, successors or assigns, including Contractor’s subcontractors.
11.6. Notices; Written Consent. Any notices hereunder shall be in writing and effective upon
dispatch when sent by certified or registered mail, return receipt requested, confirmed facsimile
or email transmission, or by an internationally recognized overnight courier service to the
parties’ respective addresses set forth on the signature page hereto. Any written consent required
hereunder may be delivered by facsimile, email or other electronic transmission.
11.7. Severability. If any provision of this Agreement is deemed to be invalid or inoperative for any
reason, such provision shall be deemed modified to the extent necessary to make it valid and
operative, or if it cannot be so modified, then severed, and the remainder of the Agreement shall
continue in full force and effect.
11.8. Entire Agreement; Modification and Waiver. This Agreement and any and all exhibits and
schedules hereunder set forth the entire agreement and understanding between Contractor and
Customer relating to the subject matter herein. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in
writing signed by the party to be charged. The failure of a party at any time to require
performance by the other party of any of the provisions herein shall not operate as a waiver of
the right of such party to request strict performance of the same or like provisions, or any other
provisions hereof, at a later time.
11.9. Counterparts. This Agreement may be signed in any number of counterparts. Any signature
page hereto delivered electronically shall be binding to the same extent as an original signature
page.