Standard Terms for Service Providers

Effective Date: January 28, 2026
Document Reference: 20260128-STSP

Incorporation by Reference

These Standard Terms for Service Providers (these “Standard Terms“) are published by Cedarwood-Young Company, a California corporation doing business as Allan Company (“Allan Company“), for incorporation by reference into service agreements, purchase orders, work authorizations, and other contracts. Any contract, purchase order, or other agreement that references these Standard Terms by URL (allanlegal.com/service-providers/) or by Document Reference (20260128-STSP) shall incorporate these Standard Terms in their entirety unless expressly modified in writing by an authorized officer of Allan Company. In the event of any conflict between these Standard Terms and the terms of a specific written agreement signed by Allan Company’s authorized representative, the signed agreement shall control only as to those specific conflicting provisions.

ARTICLE I – Insurance Requirements

1.1 Required Liability Insurance. Unless otherwise provided in a written agreement, at Contractor’s cost and expense, Contractor shall procure and maintain, for the duration of the work (including any extensions), the following insurance against claims for injuries or death to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the contractor, its agents, representatives, employees or subcontractors, and anyone else for whom the Contractor may be legally responsible:

1.2 Insurance Certificates and Policies. Contractor shall furnish to Client written certificates obtained from the insurance carrier showing that all required insurance has been procured, is being properly maintained and that the premiums therefore are paid, specifying the name of the insurance carrier, the policy number, the expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to Client at least thirty (30) days prior to such cancellation or modification.  Upon request, Contractor shall provide Client with copies of the applicable insurance policies.

1.3 Deductibles/Self-Insured Retentions.  Contractor must disclose all deductibles and self-insured retentions. Client reserves the right to require Contractor to obtain coverage with a lower retention or to request evidence of Contractor’s financial ability to cover losses, investigations, claim administration, and defense expenses within the retention. The insurance policy shall expressly state or be endorsed to indicate that either the named insured or any Additional Insured may satisfy the self-insured retention.

1.4 Additional Insureds.  Contractor shall add the following as additional insureds (“Additional Insureds”) on all insurance policies of Contractor, except for Workers Compensation insurance:  Cedarwood-Young Company, a California corporation DBA Allan Company and its affiliates, officers, directors, shareholders, employees, agents, successors, and assigns.

1.5 Waiver of Subrogation; Primary and Non-Contributory. All insurance policies required in Section 1.1 shall include a waiver of subrogation in favor of each of the Additional Insureds.  Except with respect to the limits of the insurer’s liability, Contractor’s insurance coverage shall (i) contain no special limitations on the scope of protection afforded to the Additional Insureds, (ii) be primary with respect to the Additional Insureds, and (iii) be non‐contributory with any insurance carried by the Additional Insureds or against whom claim is made or suit is brought.

1.6 Enhanced Coverage and Limits.  Contractor’s maintenance of insurance coverage broader in scope or higher in limits than the minimum requirements specified herein shall benefit Client. In such cases, Client shall be entitled to the full extent of the broader coverage and higher limits maintained by Contractor and any insurance proceeds available beyond the stated minimum limits and coverage shall also be available to Client.

1.7 Acceptability of Insurers. Except for the State Compensation Insurance Fund, and unless otherwise agreed in a writing, all insurance required by this Agreement shall be carried with insurance companies having a current A.M. Best Company, Inc. rating of at least “A-, VII” (see www.ambest.com) that are authorized to do business in the state in which the work is performed.

1.8 No Limitation on Liability. The insurance requirements specified in this Article I establish and set forth minimum insurance coverage and minimum limits of liability only, and such requirements shall not be construed or interpreted as limiting, capping, or restricting in any manner Contractor’s liability or obligations under any agreement incorporating these Standard Terms by reference, at law, in equity, or otherwise. Contractor acknowledges and agrees that Contractor remains liable and financially responsible for all claims, damages, losses, liabilities, costs, and expenses that exceed the limits of liability provided by the insurance policies required hereunder or that are not covered by insurance for any reason, including without limitation claims and losses arising from exclusions, uncovered causes of loss, exhaustion of policy limits, insurer insolvency, or Contractor’s failure to maintain required insurance.

1.9 Subcontractor Requirements. Contractor shall include in all subcontracts of any tier provisions requiring each subcontractor to procure and maintain insurance meeting all of the requirements set forth in this Article I (or such other insurance requirements as Allan Company may approve in writing) and requiring each subcontractor to name Allan Company and all other Additional Insureds identified in above as additional insureds on all policies of liability insurance maintained by such subcontractor. Contractor shall obtain from each subcontractor, and shall provide to Allan Company upon request, certificates of insurance and endorsements evidencing that each subcontractor has procured and is maintaining all required insurance coverage. Notwithstanding the foregoing insurance requirements applicable to subcontractors, Contractor acknowledges and agrees that Contractor remains fully and primarily liable and responsible for all acts, errors, omissions, and negligence of all subcontractors and for all claims arising from subcontractor performance, regardless of the existence or adequacy of subcontractor insurance coverage.

1.10 Material Condition; Remedies for Non-Compliance. Contractor’s procurement, maintenance, and continuation in full force and effect of all insurance required by this Article I constitute a material condition and material obligation of Contractor under these Standard Terms and under any agreement incorporating these Standard Terms by reference. The occurrence of any of the following events shall constitute a material breach of these Standard Terms and of any such agreement, entitling Allan Company to exercise any and all rights and remedies available at law or in equity, including without limitation the right to immediately suspend Contractor’s performance, withhold or set off any payments due or to become due to Contractor, terminate any agreement incorporating these Standard Terms, recover all damages caused by such breach, and/or procure substitute insurance at Contractor’s cost and expense: Contractor’s failure to provide required certificates of insurance, endorsements, or policy copies within the timeframes specified herein; Contractor’s maintenance of insurance that fails to meet or satisfy any of the requirements set forth in this Article I; the cancellation, non-renewal, lapse, or termination of any insurance required hereunder; any material misrepresentation by Contractor regarding insurance coverage, policy terms, or insurer qualifications; or any insurer providing coverage required hereunder becoming insolvent, being placed into receivership or liquidation, or being declared financially impaired by any state insurance regulatory authority. In the event of any such breach or non-compliance, Allan Company may, but shall not be obligated to, procure insurance on behalf of Contractor (but for the benefit and protection of Allan Company) and may deduct the full cost of all premiums, deductibles, assessments, and related expenses from any amounts due or to become due to Contractor, or may invoice Contractor directly for reimbursement of such amounts, all without waiving any other rights, remedies, or claims that Allan Company may possess.

ARTICLE II – Indemnity Requirements

To the fullest extent permitted by law, Contractor shall defend (with counsel selected and compensated by Allan Company, which defense obligation arises immediately upon Allan Company’s written demand), indemnify, and hold harmless Cedarwood-Young Company, a California corporation doing business as Allan Company, and its affiliates, and each of their respective officers, directors, shareholders, employees, agents, successors, and assigns (collectively, “Indemnified Parties“) from and against any and all claims, demands, lawsuits, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees at trial and appellate levels, expert fees, and all litigation expenses) arising from or related to: (a) any acts, errors, omissions, negligence, or willful misconduct of Contractor or its subcontractors; (b) bodily injury, death, or property damage; (c) environmental contamination, pollution, or hazardous materials handling, transportation, or disposal; (d) failure to comply with laws, regulations, permits, or agreement terms; (e) employment-related claims, wage and hour violations, or worker classification issues; (f) mechanics’ liens or payment claims under California Civil Code sections 8000 et seq.; and (g) subcontractor acts or omissions. This indemnity applies regardless of Indemnified Parties’ concurrent negligence, except to the limited extent Claims are finally adjudicated as caused solely by Allan Company’s active negligence or willful misconduct as sole proximate cause. Contractor expressly assumes strict liability under CERCLA, RCRA, California environmental statutes, and any other applicable environmental statutes. These indemnification obligations are independent of and unlimited by insurance requirements, survive indefinitely, and require Contractor’s immediate advancement of all defense costs upon written demand.

ARTICLE III – GENERAL PROVISIONS

3.1 Governing Law. These Standard Terms and any agreement, purchase order, work authorization, or other contract incorporating these Standard Terms by reference (whether in whole or in part) shall be governed by, construed under, and enforced in accordance with the internal substantive laws of the State of California, without giving effect to California’s choice of law principles or conflict of laws rules that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, to the extent either has been enacted in any jurisdiction, are expressly excluded and shall not apply to these Standard Terms or to any agreement incorporating these Standard Terms.

3.2 Jurisdiction, Venue, and Service of Process. Contractor hereby irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction of the state courts of the State of California located in Los Angeles County, California, and the United States District Court for the Central District of California, for the adjudication of any claim, dispute, or controversy arising out of or relating to these Standard Terms or any agreement incorporating these Standard Terms, and Contractor hereby irrevocably waives any objection to such jurisdiction or venue on the basis of lack of personal jurisdiction, inconvenient forum, or any other basis. Contractor further agrees that service of process in any action or proceeding may be effected by sending a copy of the summons, complaint, and related documents by registered or certified mail, return receipt requested, to Contractor at the address most recently provided to Allan Company, or by any other method of service permitted by applicable law, and that such service shall constitute valid and effective service of process. Contractor irrevocably appoints, to the extent permitted by applicable law, CT Corporation System (or any successor entity providing similar registered agent services) as Contractor’s agent for service of process in California, and agrees to maintain such appointment (or an equivalent appointment acceptable to Allan Company) throughout the term of any agreement incorporating these Standard Terms and for a period of five (5) years thereafter.

3.3 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR AND ALLAN COMPANY EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE STANDARD TERMS, ANY AGREEMENT INCORPORATING THESE STANDARD TERMS, THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT THEREOF, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY. CONTRACTOR ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALLAN COMPANY TO ENTER INTO ANY AGREEMENT INCORPORATING THESE STANDARD TERMS, THAT ALLAN COMPANY HAS RELIED UPON THIS WAIVER IN DOING SO, AND THAT CONTRACTOR HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER.

3.4 Severability. If any provision of these Standard Terms or any agreement incorporating these Standard Terms by reference is held or determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and these Standard Terms and such agreement shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein or therein. In the event any provision is determined to be invalid, illegal, or unenforceable, the court or arbitrator is directed and authorized to modify or limit such provision to the minimum extent necessary to make it valid and enforceable while preserving to the greatest extent possible the original intent and economic effect of such provision. If such provision cannot be modified or limited, such provision shall be deemed severed from these Standard Terms, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

3.5 Waiver; No Course of Dealing. No failure, delay, or forbearance by Allan Company in exercising any right, power, or remedy under these Standard Terms or under any agreement incorporating these Standard Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies provided in these Standard Terms and in any agreement incorporating these Standard Terms are cumulative and not exclusive of any rights or remedies provided by law or in equity. No waiver by Allan Company of any breach or default by Contractor shall be deemed a waiver of any other or subsequent breach or default, whether of a similar or dissimilar nature. No waiver shall be valid or binding unless set forth in a writing expressly identified as a waiver and signed by a duly authorized officer of Allan Company. No course of dealing or course of performance between the parties, and no trade custom or usage, shall be invoked to modify, interpret, supplement, or nullify any provision of these Standard Terms.

3.6 Amendment and Modification. Allan Company reserves the right to amend, modify, supplement, or replace these Standard Terms at any time and from time to time by posting revised Standard Terms at the URL specified in the Incorporation by Reference section of these Standard Terms, together with a new effective date and, if applicable, a new document reference number. Amendments and modifications shall become effective as to all services performed, and all agreements entered into, on or after the new effective date set forth in the revised Standard Terms, unless a specific written agreement between Allan Company and Contractor (signed by a duly authorized officer of each party) expressly provides otherwise. Contractor’s continued performance of services following the posting of revised Standard Terms shall constitute Contractor’s acceptance of and agreement to be bound by such revised Standard Terms. No amendment, modification, supplement, or waiver of these Standard Terms proposed by Contractor shall be effective or binding upon Allan Company unless and until such amendment, modification, supplement, or waiver is set forth in a writing that expressly identifies these Standard Terms and is signed by a duly authorized officer of Allan Company.

3.7 Survival. All provisions of these Standard Terms that by their nature and context are intended to survive the expiration, completion, termination, or cancellation of any agreement incorporating these Standard Terms by reference shall so survive and shall remain in full force and effect, including without limitation the provisions of Article I (Insurance Requirements) to the extent requiring maintenance of insurance beyond the term of performance, Article II (Indemnification) in its entirety, Section 3.1 (Governing Law), Section 3.2 (Jurisdiction, Venue, and Service of Process), Section 3.3 (Waiver of Jury Trial), Section 3.4 (Severability), Section 3.9 (Confidentiality and Proprietary Information), Section 3.12 (Records Retention and Audit Rights), and Section 3.14 (Attorneys’ Fees and Costs).

3.8 Interpretation and Construction. These Standard Terms and any agreement incorporating these Standard Terms shall be construed fairly as to both parties in accordance with the plain and ordinary meaning of the language used herein, and shall not be construed strictly for or against either party regardless of which party drafted or was principally responsible for drafting these Standard Terms or any portion thereof. Section headings and captions contained in these Standard Terms are inserted for convenience and reference only and shall not affect the meaning, interpretation, or construction of any provision hereof. The terms “herein,” “hereof,” “hereunder,” and other words of similar import refer to these Standard Terms as a whole and not to any particular section, subsection, or clause. All uses of the word “including” shall mean “including without limitation” unless the context clearly requires otherwise. References to “Sections,” “subsections,” or “Articles” refer to sections, subsections, or articles of these Standard Terms unless otherwise specified. The use of the singular shall include the plural, and the use of the plural shall include the singular, as the context may require. The use of any gender shall include all genders as the context may require.

3.9 Confidentiality and Proprietary Information. Contractor acknowledges that in the course of performing services under any agreement incorporating these Standard Terms, Contractor may have access to or become acquainted with confidential, proprietary, or trade secret information of Allan Company, including without limitation information regarding Allan Company’s business operations, customers, suppliers, pricing, costs, financial information, technical data, processes, methods, equipment, recyclable material sources and volumes, contracts, business strategies, and marketing plans (collectively, “Confidential Information“). Contractor agrees that all Confidential Information shall remain the sole and exclusive property of Allan Company, and Contractor shall maintain all Confidential Information in strict confidence and shall not disclose, publish, or disseminate any Confidential Information to any third party without Allan Company’s prior written consent. Contractor shall use Confidential Information solely and exclusively for the purpose of performing services for Allan Company and shall not use Confidential Information for Contractor’s own benefit or for the benefit of any third party. Contractor shall implement and maintain reasonable safeguards and security measures to protect Confidential Information from unauthorized access, use, or disclosure. Upon completion, expiration, or termination of any agreement, or upon Allan Company’s request at any time, Contractor shall promptly return to Allan Company or destroy (at Allan Company’s election) all documents, materials, data, and other tangible items containing or reflecting Confidential Information, and shall certify such return or destruction in writing. The obligations set forth in this Section 3.9 shall survive indefinitely and shall not apply to information that: (a) was known to Contractor prior to disclosure by Allan Company, as evidenced by Contractor’s written records; (b) is or becomes publicly available through no breach of this Section 3.9 by Contractor; (c) is rightfully received by Contractor from a third party without restriction and without breach of any obligation of confidentiality; or (d) is required to be disclosed by law, regulation, court order, or other legal process, provided that Contractor provides Allan Company with prompt written notice of such requirement and cooperates with Allan Company in seeking a protective order or other appropriate remedy.

3.10 Assignment and Subcontracting. Contractor shall not assign, transfer, delegate, or subcontract any rights or obligations under these Standard Terms or under any agreement incorporating these Standard Terms, whether by operation of law or otherwise, without the prior written consent of Allan Company, which consent may be granted or withheld in Allan Company’s sole and absolute discretion. Any purported assignment, transfer, delegation, or subcontracting without such consent shall be null and void and of no force or effect. For purposes of this Section 3.10, an assignment shall be deemed to include and shall be deemed to occur upon any change of control of Contractor (whether direct or indirect), any merger or consolidation involving Contractor, or any sale or transfer of all or substantially all of Contractor’s assets. Allan Company may freely assign, transfer, or delegate any or all of its rights and obligations under these Standard Terms and under any agreement incorporating these Standard Terms to any parent company, subsidiary, affiliate, successor, or acquirer of Allan Company or of all or substantially all of Allan Company’s assets or business, without Contractor’s consent and without notice to Contractor. These Standard Terms and any agreement incorporating these Standard Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

3.11 Independent Contractor Relationship. Contractor is and shall at all times remain an independent contractor in its relationship with Allan Company, and nothing in these Standard Terms or in any agreement incorporating these Standard Terms shall be construed to create a partnership, joint venture, agency relationship, or employer-employee relationship between Allan Company and Contractor. Contractor has no authority and shall not hold itself out as having authority to bind or commit Allan Company to any obligation, to make any representation or warranty on behalf of Allan Company, or to act as Allan Company’s agent for any purpose whatsoever. Contractor shall be solely and exclusively responsible for all wages, salaries, benefits, payroll taxes, withholding taxes, unemployment insurance, workers’ compensation insurance, and all other compensation, insurance, and benefits payable to or on behalf of Contractor’s employees, agents, and subcontractors. Contractor shall not be entitled to any employee benefits provided by Allan Company to its own employees, including without limitation health insurance, retirement benefits, paid time off, or bonuses. Contractor shall be solely responsible for determining the manner and means by which Contractor’s employees and agents perform the services required hereunder, subject to compliance with the specifications, requirements, and quality standards established by Allan Company.

3.12 Records Retention and Audit Rights. Contractor shall create, maintain, and preserve complete and accurate books, records, accounts, documentation, and supporting materials relating to all services performed under any agreement incorporating these Standard Terms, including without limitation records of labor hours, personnel assigned to perform services, equipment and materials utilized, subcontractors engaged, costs and expenses incurred, invoices submitted, payments received, insurance policies and certificates, safety records, environmental compliance records, vehicle maintenance records, driver qualifications, and all other records required by applicable federal, state, or local laws or regulations. All such records shall be maintained in accordance with generally accepted accounting principles and shall be retained for a minimum period of five (5) years following the completion, expiration, or termination of the applicable agreement, or for such longer period as may be required by applicable law. Allan Company and its authorized representatives (including independent auditors, accountants, and legal counsel) shall have the right, upon reasonable advance written notice to Contractor (which notice may be as short as five (5) business days), to inspect, examine, audit, and copy any and all such books, records, accounts, and materials during Contractor’s normal business hours. Contractor shall cooperate fully with any such inspection, examination, or audit and shall provide Allan Company’s representatives with access to Contractor’s facilities, personnel, and records as reasonably requested. In the event any audit or examination reveals any overcharges, billing errors, or non-compliance with the requirements of any agreement, Contractor shall promptly reimburse Allan Company for any overcharges or overpayments (together with interest thereon at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the date of overpayment until the date of reimbursement), and if such overcharges exceed three percent (3%) of the amounts invoiced during the audited period, Contractor shall also reimburse Allan Company for the full cost of the audit or examination, including reasonable professional fees.

3.13 Compliance with Laws. Contractor shall perform all services in full compliance with all applicable federal, state, and local laws, statutes, ordinances, codes, regulations, rules, orders, permits, licenses, and other legal requirements, including without limitation those pertaining to: environmental protection and pollution control (including the California Health and Safety Code, California Water Code, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Clean Air Act, and Clean Water Act); occupational health and safety (including the California Occupational Safety and Health Act and regulations promulgated by the California Division of Occupational Safety and Health); transportation and motor carrier safety (including regulations of the Federal Motor Carrier Safety Administration and the California Highway Patrol); employment and labor practices (including the California Labor Code, Fair Labor Standards Act, and all wage and hour laws); equal employment opportunity and non-discrimination (including the California Fair Employment and Housing Act, Title VII of the Civil Rights Act, Americans with Disabilities Act, and Age Discrimination in Employment Act); immigration (including verification of employee work authorization); licensing and professional qualifications; payment of wages and employee benefits; workers’ compensation and unemployment insurance; federal, state, and local tax obligations (including income tax withholding, payroll taxes, and sales and use taxes); business licensing and registration; vehicle registration, licensing, and insurance; hazardous materials and waste management; and all other legal requirements applicable to Contractor’s business operations and the services performed hereunder. Contractor shall obtain and maintain in full force and effect at all times all licenses, permits, certifications, registrations, and governmental authorizations required for Contractor to lawfully conduct its business and perform services under any agreement incorporating these Standard Terms. Upon request, Contractor shall provide Allan Company with copies of any such licenses, permits, certifications, or authorizations. Contractor shall immediately notify Allan Company in writing of any citations, notices of violation, stop orders, suspension or revocation of licenses or permits, or other enforcement actions taken by any governmental authority against Contractor or relating to Contractor’s business operations or the services performed hereunder.

3.14 Attorneys’ Fees and Costs. In the event of any action, proceeding, arbitration, or other dispute resolution proceeding arising out of or relating to these Standard Terms or any agreement incorporating these Standard Terms, or the breach, enforcement, or interpretation thereof, the prevailing party (as determined by the court, arbitrator, or other adjudicator, taking into account all claims and defenses asserted by all parties) shall be entitled to recover from the non-prevailing party all reasonable costs and expenses incurred in connection therewith, including without limitation reasonable attorneys’ fees and costs (including fees and costs of paralegals, law clerks, and other legal support staff) at both the trial and appellate levels, expert witness fees and expenses, court costs, filing fees, deposition costs, court reporter fees, costs of investigation and discovery, costs of obtaining and presenting evidence, and all other litigation expenses; provided, however, that the total amount of attorneys’ fees and costs recoverable under this Section 3.14 shall not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate. For purposes of this Section 3.14, attorneys’ fees shall be deemed to include fees incurred in connection with any bankruptcy proceeding (including any action for relief from the automatic stay or any adversary proceeding, contested matter, or other matter related thereto), post-judgment collection efforts, and any action or proceeding to enforce any judgment or award obtained. The provisions of this Section 3.14 are severable from the other provisions of these Standard Terms, and shall survive and continue in full force and effect following any judgment or award, and shall not be deemed merged into any such judgment or award.

3.15 Cumulative Rights and Remedies. All rights, powers, privileges, and remedies provided to Allan Company under these Standard Terms and under any agreement incorporating these Standard Terms, whether expressly set forth herein or available at law or in equity, shall be cumulative and not alternative, and the exercise or commencement of exercise of any one or more of such rights, powers, privileges, or remedies shall not preclude the simultaneous or later exercise of any other such rights, powers, privileges, or remedies. No election of a particular remedy shall be deemed an election of remedies or a waiver of the right to pursue other available remedies. Allan Company’s rights and remedies under these Standard Terms and under any agreement incorporating these Standard Terms shall be in addition to, and not in limitation of, any other rights and remedies available to Allan Company at law or in equity.

§3.16 Notices. All notices, demands, requests, consents, approvals, waivers, or other communications required or permitted to be given under these Standard Terms or under any agreement incorporating these Standard Terms shall be in writing and shall be deemed to have been duly given: (a) on the date of delivery if delivered personally or by a nationally recognized overnight courier service (such as Federal Express or UPS) that provides written confirmation of delivery; (b) on the third (3rd) business day following the date of mailing if sent by United States registered or certified mail, return receipt requested, postage prepaid; or (c) on the date of transmission (if transmitted during normal business hours) or the next business day following transmission (if transmitted after normal business hours) if sent by electronic mail (email) to the email address most recently provided by the recipient, provided that the sender receives an automated confirmation of delivery or receipt and provided further that any notice of breach, default, termination, or legal claim shall also be sent concurrently by one of the methods specified in clauses (a) or (b) above. All notices to Allan Company shall be sent to the address or email address most recently provided by Allan Company to Contractor, with a copy to the attention of the Legal Department of Allan Company at Legal Department, Allan Company, 14620 Joanbridge Street, Baldwin Park, California 91706. All notices to Contractor shall be sent to the address or email address most recently provided by Contractor to Allan Company. Either party may change its address or email address for notices by providing written notice to the other party in accordance with this Section 3.16.

3.17 No Third-Party Beneficiaries. Except as expressly provided in Article II (Indemnification) with respect to Indemnified Parties, nothing in these Standard Terms or in any agreement incorporating these Standard Terms, whether express or implied, is intended to or shall confer upon any person or entity other than Allan Company and Contractor (and their respective permitted successors and assigns) any legal or equitable right, benefit, remedy, claim, or cause of action under or by reason of these Standard Terms or such agreement. All provisions of these Standard Terms and of any agreement incorporating these Standard Terms are for the sole and exclusive benefit of Allan Company and Contractor (and, where applicable, Indemnified Parties) and not for the benefit of any third party.

3.18 Entire Agreement and Integration. With respect to the subject matter hereof, these Standard Terms, together with any agreement, purchase order, work authorization, statement of work, or other document that expressly incorporates these Standard Terms by reference, and any exhibits, schedules, or attachments thereto, constitute the entire agreement and understanding between Allan Company and Contractor, and supersede all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and communications, whether oral or written, between the parties relating to such subject matter. No representation, warranty, promise, inducement, or statement of intention has been made by either party that is not embodied in these Standard Terms or in a writing that expressly incorporates these Standard Terms, and neither party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.

3.19 Counterparts and Electronic Signatures. Any agreement incorporating these Standard Terms by reference may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of any such agreement by electronic means (including by exchange of portable document format (PDF) signature pages transmitted by electronic mail or through an electronic signature platform) shall have the same force and effect as delivery of manually executed originals, and the parties agree to treat electronically transmitted and electronically signed documents as originals for all purposes. The parties hereby adopt as their signatures any electronic or digital signatures, facsimile signatures, and photocopied signatures, and agree that such signatures shall have the same legal effect as handwritten signatures.

3.20 Force Majeure. Contractor shall not be excused from performance or be entitled to any extension of time for performance by reason of any event or circumstance beyond Contractor’s reasonable control (a “Force Majeure Event”), except to the extent Contractor promptly notifies Allan Company in writing of the occurrence of such Force Majeure Event, describes with specificity the nature of the event and its impact on Contractor’s ability to perform, and diligently pursues all reasonable alternative means of performance and mitigation of delay. Notwithstanding the foregoing, in no event shall any of the following constitute or be deemed a Force Majeure Event: economic hardship, changes in market conditions, increases in the costs of labor or materials, unavailability of labor or materials due to Contractor’s failure to plan adequately or to maintain adequate inventories or backup suppliers, equipment breakdowns or failures due to inadequate maintenance, strikes or labor disputes involving Contractor’s own employees or the employees of Contractor’s subcontractors or suppliers, or Contractor’s financial inability to perform. In the event any Force Majeure Event prevents or delays Contractor’s performance for a period in excess of ten (10) business days, Allan Company may, in its sole discretion and without liability to Contractor, terminate the affected agreement or portion thereof, engage substitute contractors to perform the delayed services at Contractor’s expense, or pursue any other remedies available at law or in equity. Under no circumstances shall Contractor be entitled to additional compensation or damages by reason of any delay caused by a Force Majeure Event.