These Terms and Conditions (hereinafter the “Agreement”) govern the business relationship between ProConnect Network (“ProConnect Network”) and any Service Provider (“Service Provider”) performing work for or on behalf of ProConnect Network. By confirming an assignment (including via ProConnect Network’ Salesforce platform) or by beginning the Work, purchasing materials, or otherwise taking action consistent with accepting the assignment, the Service Provider agrees to be bound by this Agreement.

1. Definitions

1.1 Agreement
All of the following, taken together: (a) these Terms and Conditions; (b) the Order; and (c) any document expressly listed on the Order and incorporated by reference.

1.2 Change Order
A written or electronic modification (including notices issued through ProConnect Network’ Salesforce platform) that alters any part of this Agreement or previously assigned Work. Unless the Change Order specifically states otherwise, the remaining provisions of this Agreement remain in full force.

1.3 Order
Any request or assignment from ProConnect Network to the Service Provider (which may be delivered via ProConnect Network’ Salesforce platform) that lays out the Work, location(s), rates or prices, and other important details. The Order and any documents referenced within it, together with this Agreement, form the complete agreement regarding that specific Work.

1.4 Term
Begins whenever the Service Provider acknowledges the Order, starts performing, buys materials for performance, or otherwise confirms acceptance of an assignment. It continues until the Work is finished or until any period specified in the Order has passed.

1.5 Work
All services or deliverables provided by the Service Provider to ProConnect Network, as detailed in an Order. This may also include written instructions from ProConnect Network, attachments, or any related documents identified in the Order.

2. Work Performance and Change Orders

2.1 Performance of Work
The Service Provider shall fulfill each Order in line with this Agreement and any instructions or scope of work provided by ProConnect Network (including notices through its Salesforce platform). ProConnect Network may increase, reduce, or alter the scope of Work by issuing a Change Order. Any such Change Order applies only to the specifically referenced portion of the Work.

2.2 Modification of Fees and Schedules
Should a Change Order affect pricing or timelines, the Service Provider must promptly notify ProConnect Network in writing (including through the Salesforce platform if appropriate). A Change Order is deemed accepted if the Service Provider:
• (a) Provides a written or electronic acknowledgment;
• (b) Commences or continues Work under that Change Order;
• (c) Purchases any items required for the revised Work; or
• (d) Takes any other action indicating acceptance.

3. Primary Contacts

The Service Provider shall name one main point of contact (and, if requested, a backup) responsible for all communications related to the Work. Contact information (e.g., email, phone number) must be kept current and communicated to ProConnect Network in writing.

4. Compliance with Laws

The Service Provider must observe all relevant federal, state, and local laws, codes, regulations, and ordinances that apply to the Service Provider or the Work. This includes obtaining and maintaining any required certificates, permits, or licenses at its own expense.

5. Pricing and Payment Terms

5.1 Prices
Unless both parties agree otherwise in writing, prices will be those stated in the Order (which may reference the Service Provider’s prevailing rate sheet). All quoted prices include applicable taxes, and the Service Provider shall indemnify ProConnect Network for any taxes, penalties, or interest paid on its behalf.

5.2 Payroll Taxes
The Service Provider is entirely responsible for payroll taxes, including any interest or penalties, tied to compensation paid to any personnel or subcontractors the Service Provider engages.

5.3 Invoicing
The Service Provider must submit invoices on time, normally within fourteen (14) days after performing the Work, unless ProConnect Network agrees in writing to a waiver. If no invoice is submitted within that window, the invoice may be deemed invalid. Should ProConnect Network dispute any part of an invoice, it will promptly notify the Service Provider, and both sides shall cooperate in good faith to reach a resolution. Absent other payment terms in the Order, ProConnect Network will pay valid invoices within fourteen (14) days. Payment may be via check or electronic transfer unless otherwise specified.

6. Reporting and Audits

When requested, the Service Provider shall provide periodic updates on completed Work during a specified time frame. For time-and-materials assignments, ProConnect Network may conduct an audit of relevant financial records—such as time sheets, invoices, and payroll details—at any reasonable time to confirm accuracy of billing.

7. Independent Contractor Relationship

ProConnect Network and the Service Provider are independent parties. Neither is the agent, employee, partner, nor joint venturer of the other. The Service Provider has no authority to make agreements or incur obligations on ProConnect Network’ behalf. The Service Provider alone controls how it performs the Work, subject only to the Order’s requirements and any specifications from ProConnect Network. The Service Provider is fully responsible for wages, benefits, and taxes owed to its personnel.

8. Insurance

8.1 Coverage
ProConnect Network may specify required insurance coverage. At a minimum, the Service Provider must satisfy any insurance criteria provided in writing (e.g., in an Insurance Requirements Exhibit). The Service Provider shall furnish a certificate of insurance upon request. Failing to provide proof does not excuse the Service Provider from maintaining the mandated coverage.

8.2 Subcontractors
Any subcontractors must carry identical insurance coverage to what the Service Provider is obligated to maintain. If a subcontractor lacks that coverage, the Service Provider must ensure the subcontractor’s activities are covered under the Service Provider’s policy.

9. Service Provider’s Personnel

9.1 Conduct
All personnel working on behalf of the Service Provider must comply with any standards or code of ethics ProConnect Network has provided or reasonably requires.

9.2 Removal of Personnel
If ProConnect Network deems any individual or subcontractor unsuitable, it may request their removal. After reasonable discussion, the Service Provider shall promptly replace that person with someone qualified at the same billing rate. The Service Provider must cover any associated costs or delays.

10. Confidential Information

10.1 Definition
“Confidential Information” includes all proprietary, technical, or business data that ProConnect Network (or its clients) disclose in any form. It also includes information that a reasonable person would understand to be confidential, given its nature or the manner of disclosure.

10.2 Limited Use and Safeguards
The Service Provider shall use such Confidential Information only for purposes of performing the Work. It shall protect the data with at least the same level of care it uses for its own confidential material (and never less than a reasonable standard of care).

10.3 Restricted Disclosure
Confidential Information may only be shared with the Service Provider’s employees, agents, or subcontractors who need it to fulfill the Order and who are bound by obligations at least as protective as these.

10.4 Exceptions
Confidential Information does not include data that:
• (a) Was lawfully in the Service Provider’s possession before it was disclosed;
• (b) Becomes publicly available through no fault of the Service Provider;
• (c) Is properly received from a third party not under confidentiality; or
• (d) Is developed independently without using the disclosed information.

11. Warranty Obligations

11.1 Quality of Work
The Service Provider warrants that it will carry out the Work in a professional and skillful manner, meeting commonly accepted industry standards.

11.2 Installation Guidelines
If installation services are involved, the Service Provider warrants all such work will be performed in strict accordance with any written instructions from ProConnect Network (or its own clients).

11.3 Remedies
In the event the Work does not meet these warranties, ProConnect Network may, in its sole discretion:
• (a) Require the Service Provider to re-perform or fix the nonconforming Work at the Service Provider’s expense;
• (b) Demand substitute Work at no additional cost;
• (c) Withhold or offset payments to secure replacement Work; or
• (d) Require reimbursement for any costs ProConnect Network incurs to obtain compliant services elsewhere.

12. Indemnification

12.1 Property Damage and Injury
The Service Provider shall defend, indemnify, and hold ProConnect Network harmless against any claims, damages, or losses (including reasonable attorneys’ fees) arising from:
• (a) Intellectual property violations resulting from the Service Provider’s failure to follow ProConnect Network’ instructions;
• (b) The Service Provider’s breach of this Agreement; or
• (c) Bodily harm or property damage caused, directly or indirectly, by the Service Provider (including its workforce or subcontractors) during performance.

12.2 Employment and Labor Laws
The Service Provider shall also defend and indemnify ProConnect Network from any liabilities arising out of noncompliance with labor and employment laws (including wage and hour requirements, discrimination claims, or verification of work authorization) or related tax obligations (e.g., payroll withholding).

13. Disclaimer of Consequential Damages

EXCEPT FOR CONFIDENTIALITY AND INDEMNITY OBLIGATIONS STATED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PROCONNECT NETWORK FOR ANY CLAIM (IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE TO THE SERVICE PROVIDER OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. HOWEVER, THIS LIMITATION DOES NOT APPLY TO ANY INDEMNITY OBLIGATIONS OR DAMAGES ARISING OUT OF A BREACH OF CONFIDENTIALITY.

15. Safety Measures

The Service Provider is fully responsible for the health and safety of its employees, subcontractors, and anyone else it brings to a jobsite. It shall follow all safety regulations and take all necessary precautions to protect third parties, including ProConnect Network staff and its customers.

16. Ownership of Deliverables

Any Work product created by the Service Provider under this Agreement becomes the exclusive property of ProConnect Network. Unless expressly authorized in writing, any materials or data furnished to the Service Provider for the Work are to be used solely for completing the assignment. All deliverables are considered “work-made-for-hire,” and the Service Provider irrevocably assigns any intellectual property rights in such deliverables to ProConnect Network. The Service Provider shall obtain any similar necessary assignments from its employees or subcontractors.

17. Termination Scenarios

17.1 Automatic Termination
This Agreement (and any related Orders) terminates immediately without notice if the Service Provider becomes insolvent or bankrupt, assigns its assets for the benefit of creditors, or has a receiver appointed.

17.2 Termination for Cause
ProConnect Network may end this Agreement or any Order by giving five (5) days’ written notice if the Service Provider materially breaches a term or condition and fails to remedy that breach within the notice period.

17.3 Termination for Convenience
ProConnect Network reserves the right to terminate this Agreement or any Order, in part or entirely, at any time by issuing written notice to the Service Provider. The Service Provider waives claims for damages (such as lost profits) and is entitled only to payment for satisfactorily completed Work up to the termination date. No termination fee applies.

18. Return of Materials & Final Payment

If ProConnect Network requests or ends this Agreement, it shall pay the Service Provider for Work properly performed up to that date. The Service Provider must immediately relinquish all in-progress Work or materials relating to ProConnect Network’ business (including customer data). This also extends to any third-party materials the Service Provider obtained for the Work.

19. Notices

Any formal communications or notices under this Agreement may be delivered by overnight courier, certified/registered mail (return receipt), or email to the contact listed on the Order. Such notice is effective upon receipt.

20. Non-Assignment

No rights or obligations under this Agreement may be assigned or delegated by the Service Provider without prior written permission from ProConnect Network. Any attempt to do so is void.

21. Ongoing Obligations

Certain commitments survive expiration or termination of this Agreement, including:
• (a) Liability or indemnity provisions,
• (b) Payment responsibilities,
• (c) Return of ProConnect Network’ materials,
• (d) Any confidentiality clauses.

22. Governing Law and Disputes

This Agreement is governed by Texas law (disregarding its conflict-of-law rules). All disputes related to this Agreement shall be decided in the state or federal courts located in Texas, and both parties consent to the personal jurisdiction of those courts.

23. Entire Agreement

This Agreement replaces all prior oral or written discussions regarding its subject matter. It may only be modified through a written amendment signed by both parties.

24. Language, Waiver, and Severability

24.1 Language
This Agreement is written and interpreted in English.

24.2 No Waiver
A party’s failure to enforce any clause at any time does not waive its right to enforce that clause later.

24.3 Severability
If any part of this Agreement is found invalid or unenforceable, the remaining portions remain in effect.

Final Acceptance

By accepting an Order or commencing the Work (including purchasing materials or otherwise confirming an assignment through ProConnect Network’ Salesforce platform), the Service Provider indicates full acceptance of these Terms and Conditions. No separate signature is required. The effective date is deemed to be that of the first Order referencing these Terms.