Terms & Conditions

THIS AGREEMENT FOR STAFFING SERVICES (this “Agreement”) is made effective as of the date BUYER places an order with Rhino and Rhino accepts such order. BUYER is entering into a contract and it is BY AND BETWEEN: BUYER and its subsidiaries and affiliates (collectively, “Client”), (hereinafter referred to as “Client”)

AND:    RHINO ARIZONA, LLC, a limited liability company (hereinafter referred to as “Rhino Arizona”)
AND:    RHINO ARIZONA II, LLC, a limited liability company (hereinafter referred to as “Rhino Arizona II”)
AND:    RHINO CALIFORNIA, LLC, a limited liability company (hereinafter referred to as “Rhino California”)
AND:    RHINO COLORADO, LLC, a limited liability company (hereinafter referred to as “Rhino Colorado”)
AND:    RHINO DC, LLC, a limited liability company (hereinafter referred to as “Rhino DC”)
AND:    RHINO FLORIDA, LLC, a limited liability company (hereinafter referred to as “Rhino Florida”)
AND:    RHINO GEORGIA, LLC, a limited liability company (hereinafter referred to as “Rhino Georgia”)
AND:    RHINO INDIANA, LLC, a limited liability company (hereinafter referred to as “Rhino Indiana”)
AND:    RHINO ILLINOIS, LLC, a limited liability company (hereinafter referred to as “Rhino Illinois”)
AND:    RHINO IDAHO, LLC, a limited liability company (hereinafter referred to as “Rhino Idaho”)
AND:    RHINO KENTUCKY, LLC, a limited liability company (hereinafter referred to as “Rhino Kentucky”)
AND:    RHINO LOUISIANA, LLC, a limited liability company (hereinafter referred to as “Rhino Louisiana”)
AND:    RHINO MARYLAND, LLC, a limited liability company (hereinafter referred to as “Rhino Maryland”)
AND:    RHINO MICHIGAN, LLC, a limited liability company (hereinafter referred to as “Rhino Michigan”)
AND:    RHINO MINNESOTA, LLC, a limited liability company (hereinafter referred to as “Rhino Minnesota”)
AND:    RHINO MISSISSIPPI, LLC, a limited liability company (hereinafter referred to as “Rhino Mississippi”)
AND:    RHINO MISSOURI, LLC, a limited liability company (hereinafter referred to as “Rhino Missouri”)
AND:    RHINO MONTANA, LLC, a limited liability company (hereinafter referred to as “Rhino Montana”)
AND:    RHINO NEVADA, LLC, a limited liability company (hereinafter referred to as “Rhino Nevada”)
AND:    RHINO NEW MEXICO, LLC, a limited liability company (hereinafter referred to as “Rhino New Mexico”)
AND:    RHINO NORTHWEST, LLC, a limited liability company (hereinafter referred to as “Rhino Northwest”)
AND:    RHINO OHIO, LLC, a limited liability company (hereinafter referred to as “Rhino Ohio”)
AND:    RHINO OKLAHOMA, LLC, a limited liability company (hereinafter referred to as “Rhino Oklahoma”)
AND:    RHINO OREGON, LLC, a limited liability company (hereinafter referred to as “Rhino Oregon”)
AND:    RHINO PENNSYLVANIA, LLC, a limited liability company (hereinafter referred to as “Rhino Pennsylvania”)
AND:    RHINO SOUTH CAROLINA, LLC, a limited liability company (hereinafter referred to as “Rhino South Carolina”)
AND:    RHINO TENNESSEE, LLC, a limited liability company (hereinafter referred to as “Rhino Tennessee”)
AND:    RHINO TEXAS, LLC, a limited liability company (hereinafter referred to as “Rhino Texas”)
AND:    RHINO UTAH, LLC, a limited liability company (hereinafter referred to as “Rhino Utah”)
AND:    RHINO VIRGINIA, LLC, a limited liability company (hereinafter referred to as “Rhino Virginia”)
AND:    RHINO WISCONSIN, LLC, a limited liability company (hereinafter referred to as “Rhino Wisconsin”)

(Rhino Arizona, Rhino Arizona II, Rhino California, Rhino Colorado, Rhino DC, Rhino Florida, Rhino Georgia, Rhino Indiana, Rhino Illinois, Rhino Idaho, Rhino Kentucky, Rhino Louisiana, Rhino Maryland, Rhino Michigan, Rhino Minnesota, Rhino Mississippi, Rhino Missouri, Rhino Montana, Rhino Nevada, Rhino New Mexico, Rhino Northwest, Rhino Ohio, Rhino Oklahoma, Rhino Oregon, Rhino Pennsylvania, Rhino South Carolina, Rhino Tennessee, Rhino Texas, Rhino Utah, Rhino Virginia, and Rhino Wisconsin are hereinafter also individually or collectively referred to as “Rhino”)

(Client and Rhino are hereinafter sometimes individually referred to as “Party” and jointly referred to as “Parties”)


RECITALS

Client and its affiliates present or promote various events (each an “Event” and collectively the “Events”);

Rhino provides temporary labor staffing for various events in specific geographic areas (each a “Market” and collectively “Markets”);

Client desires for Rhino to provide temporary labor staffing in connection with mutually agreed upon Events, and Rhino desires to provide such labor staffing on the terms and conditions set forth in this Agreement, and with the understanding that:

Rhino Arizona will only provide labor for the Events in Arizona and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Arizona II will only provide labor for the Events in Arizona and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino California will only provide labor for the Events in California and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Colorado will only provide labor for the Events in Colorado and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino DC will only provide labor for the Events in Virginia and the District of Columbia and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Florida will only provide labor for the Events in Florida and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Georgia will only provide labor for the Events in Georgia and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Idaho will only provide labor for the Events in Idaho and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Kentucky will only provide labor for the Events in Kentucky and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Louisiana will only provide labor for the Events in Louisiana and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Maryland will only provide labor for the Events in Maryland and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Michigan will only provide labor for the Events in Michigan and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Minnesota will only provide labor for the Events in Minnesota and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Mississippi will only provide labor for the Events in Mississippi and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Missouri will only provide labor for the Events in Missouri and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Montana will only provide labor for the Events in Montana and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Nevada will only provide labor for the Events in Nevada and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino New Mexico will only provide labor for the Events in New Mexico and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Northwest will only provide labor for the Events in Oregon and Washington and will assume all rights and obligations under the Agreement related to the provision of Services in such Markets; Rhino Ohio will only provide labor for the Events in Ohio and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Oklahoma will only provide labor for the Events in Oklahoma and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Oregon will only provide labor for the Events in Oregon and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Pennsylvania will only provide labor for the Events in Pennsylvania and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino South Carolina will only provide labor for the Events in South Carolina and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Tennessee will only provide labor for the Events in Tennessee and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Texas will only provide labor for the Events in Texas and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Utah will only provide labor for the Events in Utah and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; Rhino Virginia will only provide labor for the Events in Virginia and will assume all rights and obligations under the Agreement related to the provision of Services in such Market; and Rhino Wisconsin will only provide labor for the Events in Wisconsin and will assume all rights and obligations under the Agreement related to the provision of Services in such Market.


AGREEMENT

In consideration of the mutual covenants that are contained in this Agreement, the parties hereto hereby agree as follows:

1.   SCOPE. This Agreement contemplates Client and Rhino executing one or more mutually agreeable, written purchase orders, emails, phone calls, work orders, or bill rate confirmations signed by both parties (a “Work Order”) for one or more Events, wherein Rhino provides and assigns one or more of its skilled labor employees (“Assigned Employees”) to provide skilled labor, on an as-needed basis to Client. The terms of this Agreement shall be incorporated into each Work Order. Each Work Order is only for the purpose of confirming the work site, applicable billing rates, the period over which labor will be provided and any pre-screening criteria for Assigned Employees, and any other terms referenced in or attached to any Work Order shall be disregarded unless expressly agreed to by Client and Rhino in the Work Order and specifically noted as being applicable notwithstanding the terms of this Agreement. Client agrees that (i) Rhino is neither a guarantor, nor insurer, and will not be liable, except as expressly provided in this Agreement, for any injury, loss or damage to persons or property or from work stoppages that may arise in the performance or non-performance of work by Assigned Employees, or the conduct of any other person at the job site, (ii) the Assigned Employees are being assigned to Client to supplement Client’s existing capabilities by performing such labor job duties as Client may determine, direct and supervise under a Work Order and Rhino is not undertaking to provide Client with a specific solution to a particular problem nor is Rhino assuming Client’s responsibilities under any contracts which may, directly or indirectly, relate to, or contemplate, the provision or performance of such labor, and (iii) as further clarification, all sales of good will be provided on an “As Is, Where Is” basis and Rhino Services (including its Assigned Employees) will be provided on an “As Is” basis without warranty of any kind, whether express or implied, as to the quality, merchantability, timeliness or fitness for a particular purpose of job duties it provides. Rhino shall provide Assigned Employees (the “Services”) for Client’s Events as listed in the Client’s Rates & Conditions Card. Rhino’s Services are provided with the understanding the Assigned Employees are under Client’s (or a third-party designee’s of Client) authority, direction, control, and supervision. This Agreement does not obligate Client to order staffing labor from Rhino, nor does it obligate Rhino t o accept requests for staffing labor from Client.

2.   RELATIONSHIP OF THE PARTIES. The parties expressly intend and agree that in connection with Rhino assigning Assigned Employees under a Work Order, (i) Rhino is an independent contractor and not an agent of Client, and (ii) except as expressly provided in this Agreement, (A) at no time shall Rhino and Client be construed to be a co-employer or joint employer and (B) all Assigned Employees shall at all times be considered to be solely employees of Rhino and not employees or agents of Client.

3.   TERM. This Agreement shall commence on the Effective Date and continue until either party provides the other a written notice to terminate this Agreement. Notwithstanding any contrary provision in this Agreement, Client and/or Rhino may, with or without cause, suspend or terminate this Agreement upon sixty calendar (60) days prior written notice to the other Party. In the event of termination, Client shall pay Rhino any portion of the Fee earned by Rhino for Services performed through the date of termination, plus any approved reimbursable expenses incurred that cannot be refunded. Rhino may terminate this Agreement, without notice of default, demand, nor opportunity for cure required, if Client fails, refuses or neglects to pay Rhino within forty-five (45) calendar days after receipt by Client of Rhino’s Invoice Exercise of this provision shall not waive or preclude the enforcement of any other legal or equitable rights of either Party. Client may immediately terminate this Agreement upon notice to Rhino if Rhino fails, refuses or neglects to properly perform the Services. Client must give written notice to Rhino with opportunity to cure within ten (10) calendar days of such notice. Exercise of this provision shall not waive or preclude the enforcement of any other legal or equitable rights of either Party. Upon termination of this Agreement or the applicable Work Order, the parties shall have no further obligation under this Agreement or the Work Order, except such termination shall not terminate, affect, or impair any rights, obligations, or liabilities of either party that may accrue prior to such termination (including fees and indemnification) or which under the terms of this Agreement survive termination.

4.   ASSIGNED EMPLOYEES.

a.   Rhino Responsibilities. Rhino is solely responsible for (i) recruiting, screening, hiring, assigning, promoting, disciplining, discharging, and where requested by Client, replacing Assigned Employees, (ii) paying wages, social security taxes and unemployment insurance, and withholding federal and state income taxes, (iii) providing employee benefits to Assigned Employees, and (iv) handling any applicable workers’ compensation claims, unemployment compensation claims, and FMLA leave requests of the Assigned Employees.

b.   Common Law Employer. As the common law employer of the Assigned Employees, Rhino has the right to physically inspect the work site and work processes to assess any potential work site hazards to Assigned Employees; to conduct post-accident/incident investigations and drug testing; to audit Client’s safety and training records; to review and address Assigned Employees work performance issues; and to enforce Rhino’s employment policies relating to Assigned Employees’ conduct at the work site.

c.   Client Responsibilities. Client (or a third-party designee’s of Client) shall (i) supervise the Assigned Employees and be responsible for their work while assigned with Client, including the manner, means and methods of work to be performed, (ii) not change an Assigned Employee’s job duties or job site location under a Work Order without Rhino’s prior written approval, (iii) supervise, control, and safeguard the Client’s premises, job sites and projects, processes, and systems, (iv) not permit any Assigned Employee to operate any vehicle or mobile equipment (off a job site) without the prior written consent of Rhino or within the job classification for such Assigned Employee in the applicable Work Order, and (v) ensure that the Assigned Employees are provided any meal and rest breaks required by applicable law.

d.   Vehicles or Mobile Equipment. If Client requires, directs, authorizes, or permits any Assigned Employee to operate a vehicle or mobile equipment of any kind for Client, then such individual will be deemed the employee of the Client for purposes of liability insurance. Client accepts full responsibility for liability claims (except for worker’s compensation claims of Assigned Employees), including defense thereof, involving injury, property damage, theft, fire, collision, cargo damage or public liability arising from the operation of any vehicle or mobile equipment by any Assigned Employee who is required, directed, authorized, or permitted to operate the vehicle of any kind for Client in a working capacity. To be clear, Client permitting an Assigned Employee to drive his personal vehicle on-site to park to perform work that does not involve the vehicle shall not put responsibility for operation, insurance, or indemnity around the vehicle on the Client.

e.   Designation. Client shall have sole discretion to establish the minimum qualifications necessary for the performance of any job duties to be rendered pursuant to a Work Order. However, no authority has been conferred upon Rhino by Client to hire any person or persons on behalf of Client. Rhino shall have the sole discretion to determine which of its employees will be designated to become Assigned Employees.

f.   Immigration. Rhino shall not assign an employee with Client under a Work Order unless the Assigned Employee is lawfully able to work and/or reside in the United States in compliance with federal and state law immigration requirements applicable to the respective Work Order.

g.   Guarantee. Rhino represents and warrants that each Assigned Employee under a Work Order shall be of the quality and have the knowledge required by the applicable job scope under the respective Work Order. Client, in its sole discretion, may terminate a work assignment at any time for any lawful reason. If Client is not satisfied with the Assigned Employee, Client may, as its exclusive remedy, request Rhino to remove the Assigned Employee so long as such action is not discriminatory under applicable law, and if the notification occurs within the first four (4) hours of the first day of the assignment, Client will not be charged for the Assigned Employee. However, if Client retains an Assigned Employee for more than four (4) hours worked, Client is responsible for the entire invoice for hours worked and orientation by such Assigned Employee on that first day of work and any subsequent day actually worked.

h.   Non-Hire. During the term of this Agreement and for one (1) year thereafter, Client shall not, directly, or indirectly, solicit and/or employ any Rhino employee for separate employment or as an independent contractor without Rhino’s express permission and a written employee transfer agreement of up to $10,000.00 payable by Client to Rhino at the time of transfer to fully release the employee from Rhino.

i.   Tools; Rhino PPE. Rhino will instruct its Assigned Employees to wear work boots, hard hats, high visibility vests and safety glasses (“Rhino PPE”) and to carry basic hand tools of the particular trade at the work site, while Client will supply all other tools, materials and equipment, to Assigned Employees, at Client’s cost.

j.   Labor Matters. Client represents and warrants to Rhino that it is not, and will not be, bound by any collective bargaining agreement or a duty to bargain collectively. Client shall immediately notify Rhino if Client receives a request for union recognition, a petition to the NLRB for a union election and if any flow-down provisions of a prime contract for an applicable Work Order require Rhino to accept or recognize any collective bargaining agreement as a condition to provide Services under the Work Order. Client agrees that it has not, or will not obligate Rhino to recognize any labor union as a condition of supplying labor and/or Services under this Agreement. Client shall be liable to Rhino for any wages, benefits, attorney fees, penalties, late fees, etc. imposed on Rhino as a result of Client’s failure to satisfy Client’s obligations contained in this Section 4j. Client shall promptly pay such amounts upon demand by Rhino. Additionally, Client hereby expressly indemnifies Rhino from any third-party claims related to Client’s breach of this Section 4j. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

k.   Safety. Client agrees to provide Assigned Employees with (i) a safe work environment that complies with all applicable Federal OSHA and/or equivalent state agency standards and shall indemnify and hold harmless Rhino Indemnitees with respect to any breach of this provision (ii) any site-specific safety training and/or site- specific personal protective equipment or any other safety equipment required for their work assignment on the job site, exclusive of Rhino PPE. Client shall inspect, maintain, and replace any site-specific equipment Client provides to Assigned Employees, as needed. Client agrees (a) to notify Rhino of any safety issues involving Assigned Employees, as soon as it learns of them, (b) to promptly notify Rhino of any accident or medical treatment of any Assigned Employee, and (c) to promptly provide Rhino a completed incident report of the accident/medical treatment, with Rhino having the right to conduct an onsite investigation with Client’s cooperation. Client shall be responsible for all OSHA and similar recordkeeping responsibilities required by law in the performance and execution of the terms of this Agreement and each Work Order. If Client or the Event has not timely installed and made available a certified OSHA compliant fall arrest system (“FAS”) at the sole expense of Client or the Event prior to Rhino Assigned Employee(s) providing any rigging, then Client shall pay Rhino all reasonable and necessary additional cost(s) to provide the necessary qualified Assigned Employee(s) (such as a ”rope access technician.”) Client shall inspect the FAS as required by OSHA (as applicable) and supply Rhino with a copy of the most recent fall protection system inspection reports, if requested by Rhino.

 

5.   COMPENSATION. Client shall pay Rhino a staffing fee based on the approved daily worker roster multiplied by the hourly rates and conditions. Rhino shall not be liable for providing any labor or job duties until the full amount of Client estimate(s) is received as a deposit. Payment of a deposit in the estimate amount shall be made to confirm crew availability. Client acknowledges that all pre-event estimates are based on Rhino and Client’s best understanding of Client’s anticipated schedule and production labor needs but are only an estimate; no guarantee is made or implied as to the accuracy of these estimates. Client agrees that any additional services or schedule changes not detailed in the estimate will require additional payment according to final billing terms based on actual hours worked and Client’s Rates & Conditions Card for each Assigned Employee(s) on the Event. Any amounts due on the final invoice which exceeds that amount stated in the estimate(s) shall be due and payable within ten (10) days of receipt of the final invoice. Any unused portion of the deposit paid will be returned to Client by Rhino. Prices and other information shown in any Rhino publication (including Rates & Conditions Cards in this Agreement, contracts, product catalogs, brochures, and web sites) are subject to change without notice and confirmation by specific quotation. Such rate cards and conditions, and publications are not offers to sell or bind in any agreement or contract and are maintained only as a source of general information. Client will pay or reimburse Rhino for all sales, use, excise, or similar taxes. Services comprised of time and material will be provided in accordance with Rhino’s published rates and conditions, including applicable overtime and travel expenses in effect as of the date such labor is provided, unless otherwise confirmed by Rhino’s written quotation or order acknowledgement. Billable time is subject to the conditions as set forth on the Client’s Rates & Conditions Card and vary by market. Upon the conclusion of an Event, Rhino shall provide Client an Invoice which includes the employee’s name, number of hours worked, capacity in which the employee worked, and the applicable billing rate. Rhino shall additionally be compensated for any Services rendered beyond those set forth in the Client’s Rates & Conditions Cards as the Parties mutually agree in advance, in writing. Client shall pay all non-disputed Fees appearing on Rhino’s Invoice within ten (10) calendar days after presentation by Rhino. In the event that Client desires to withhold approval of any Invoice, Client shall notify Rhino, in writing, within ten (10) days and state its reasons for doing so. Rhino shall have the right to cure such issues within five (5) business days. In the event damages occur on a jobsite as a direct result of Rhino, Client shall provide an itemized list of repair costs. Rhino will submit these costs as an insurance claim for direct reimbursement to the Client. No deductions for damages will be taken off an invoice. All invoices are to be paid in full.

6.   INSURANCE. Without in any way limiting or altering the indemnification requirements under or pursuant to this Agreement, each Party hereto shall, at its sole expense, procure and at all times maintain during the term of this Agreement all of the following insurance: (a) Commercial general liability insurance with a limit (from either primary or excess limits) of not less than $1,000,000 per each occurrence and $5,000,000 in the aggregate, (b) to the extent applicable, workers’ compensation insurance with statutory benefits as required by any state or federal law, and (c) to the extent applicable as it would pertain to the Agreement, business auto liability insurance with a limit of not less than $1,000,000 per each occurrence/accident. As reasonably requested by either Party, such Party shall deliver to requesting Party certificates of insurance confirming the existence of the insurance required by this Agreement and which shall list said Party, and each of their respective parent companies, subsidiaries, affiliates, officers, directors, representatives, employees, subcontractors, and any other Party reasonably designated by said Party as additional insureds thereunder. Nothing contained herein shall be construed as limiting in any way the extent to which either Party hereto may be held responsible for payment of damages or other sums to persons or property resulting from such Party’s performance or failure to perform under this Agreement or resulting from any other acts or failure to act on the part of such Party.

7.   MUTUAL INDEMNIFICATION. Each Party agrees to indemnify and hold the other Party, its parents, partners, affiliates, subsidiaries, successors or assigns and each of their respective officers, directors, agents, employees, assignees, representatives and contractors harmless from and against any and all claims, settlements, judgments, liabilities, damages, losses, suits and expenses of any nature whatsoever, including reasonable attorneys’ fees (and fees incurred in enforcing this provision), arising out of, based upon or in connection with any violation by either Party of its obligations under this Agreement, whether to the other Party or to any third-party. In the event of a claim for indemnification, the Party seeking indemnification will give the indemnifying Party (a) prompt written notice of the claim, (b) sole control of the defense and all related settlement negotiations, and (c) reasonable assistance as requested by the indemnifying Party. In the event of concurrent and/or contributory negligence (if applicable), each applicable Party shall be responsible for indemnity in relation to their respective negligence.

8.   NO SPECIAL DAMAGES. EXCEPT WITH REGARD TO INDEMNIFICATION OBLIGATIONS, NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE, AND EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.

9.   RIGHT TO CONTROL. In any instance where a claim for indemnity is, or could be, asserted by a Party (in such instance, the “indemnified party”), the other party (in such instance, the “indemnifying party”) shall have a right, at its expense, to elect to control the defense of such claim with counsel of its own choice and settle such claim.

10.   COMPLIANCE WITH LAWS. Each party shall comply with all applicable laws, rules, regulations, and orders in performing its obligations under this Agreement and each Work Order, including, but not limited to, environmental, health and safety, immigration and equal employment opportunity.

11.   CONFIDENTIALITY. Each Party may acquire material, data, strategies, systems, or other information relating to the Services, Event, Agreement, or the other Party, or its parent, affiliated, or related companies, which may not be accessible or known to the general public. Any such knowledge shall be kept confidential and shall not be used, published, or divulged by the other Party to any other person, firm or corporation, or in any advertising or promotion regarding the respective Party or its Services, or in any other manner without first obtaining written permission from the other Party, which the other Party may withhold in its sole discretion. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

12.   INTELLECTUAL PROPERTY. Rhino agrees that (a) nothing in this Agreement is intended to convey any ownership or other rights in the trademarks, service marks, copyrights or other intellectual property rights to the Event or Client, artist(s) or their respective affiliates (sometimes collectively and individually referred to herein as the “Trademarks”), (b) ownership of all such Trademarks shall remain the property of Client or the artist(s), as the case may be, and (c) Rhino will not use any Trademarks under any circumstances without the prior written consent of Client, which consent Client may withhold in its sole and absolute discretion.

13.   NON-ASSIGNMENT. Rhino may not assign the Agreement, (except to a related entity of Rhino or acquirer of the majority or controlling interest of Rhino equity) without the prior written consent of Client, which shall not be unreasonably withheld. Likewise, Client may not assign the Agreement, (except to a related entity of Client or acquirer of the majority or controlling interest of Client equity) without the prior written consent of Rhino, which shall not be unreasonably withheld.

14.   EQUAL OPPORTUNITY EMPLOYER. Each Party is an equal opportunity employer wherein Rhino agrees to hire and assign employees to Client, and Client agrees to accept and direct Assigned Employees, regardless of race, sex, color, religion, creed, ancestry, national origin, disability, age, marital status, veteran status, or any other protected class status pursuant to applicable law. In this regard, the Parties agree that, only to the extent applicable to each such party, they will abide by the requirements relating to the notice of employee rights under applicable labor laws.

15.   FORCE MAJEURE EVENT. The failure of any Party to comply with its obligations hereunder shall be excused to the extent such Party’s performance has been rendered impossible as a result of illness or death of an artist or other artist unavailability, an act of God, strike, labor dispute, war, fire, earthquake, act of public enemies, acts of terrorism, epidemic, pandemic, action of federal, state or local governmental authorities or for any other reason beyond the reasonable control of the Party claiming protection by reason of such force majeure event (“Force Majeure Event”). In the event an Event or any portion thereof is cancelled by reason of a Force Majeure Event, Client may terminate this Agreement immediately as to that Event or such portion thereof and shall have no further obligations to Rhino hereunder as it relates to that Event or such portion thereof, however, Client shall be required to pay to Rhino any compensation earned by Rhino for any Services satisfactorily performed by Rhino as of the date of such termination. Notwithstanding anything else contained herein, a Force Majeure Event shall include public health conditions and/or government restrictions or recommendations, including those related to the COVID-19 pandemic, that restrict public gatherings, reduce the capacity of the Event, adversely impact admission procedures to the Venue/Event, or adversely impact Venue/Event operations.

16.   COVID-19. Each of the Parties to this Agreement recognizes and acknowledges the known and potential risks of COVID-19 and understands that (a) such risks cannot be fully eliminated and are increased by proximity to other people, (b) there is an inherent and elevated risk of exposure to COVID-19 in any public place or place where people are present, and (c) there is no guarantee, express or implied, that each Party’s employees, representatives and agents will not be exposed to COVID-19. Until such time as the Parties agree to discontinue any such procedures, the Parties shall use reasonable efforts to implement procedures and protocols restricting entry into the Venue/Event by any of the Parties’ employees, representatives and agents (collectively, “Personnel”) if within 14 days prior to the Event such individual has been diagnosed with COVID-19, exhibited symptoms of COVID-19 (as described by the Centers for Disease Control and Prevention) or been in contact with someone who has been confirmed or suspected of having COVID-19.

17.   NOTICES. Except as otherwise expressly provided in this Agreement, any and all notices or other communication required or permitted under or pursuant to this Agreement shall be in writing and shall be delivered either by personal delivery or by certified or registered mail, return receipt requested, postage prepaid by United States mail, or FedEx, UPS, or other recognized overnight delivery service, prepaid, and addressed as follows: Client: BUYER contact information given on labor order; Rhino: Rhino Staging, Inc. P.O. Box 1678 Tempe, AZ 85280 Attention: Jamie Giek Phone: 480-894-6131; with a copy to: Rhino Staging, Inc. 6013 E. Windsor Ave. Scottsdale, AZ 85257 Attention: Jamie Giek Phone: 480-894-6131; And copy sent via Email to: jamie@rhinonet.com. Notice given as provided herein shall be deemed to have been given on the date it was received as evidenced by signature, or date of first refusal, if that be the case. Either party may change the address at which it receives notices by notifying the other party of such change in the manner provided herein.

18.   AUTHORITY. Each Party represents to the other that this Agreement has been duly executed and delivered by the Party, and, assuming the due authorization, execution and delivery by the other Party, constitutes the legal, valid and binding obligation of the party, enforceable against the Party in accordance with its terms.

19.   BINDING ARBITRATION. Arbitration will be administered and conducted by a mutually agreeable arbitrator and will be governed by the Arizona Rules of Civil Procedure. If the parties cannot agree upon a private arbitrator, the arbitration will be managed by the American Arbitration Association and will be subject to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Any dispute arising under this Agreement may be consolidated with separate arbitration relating to the Agreement, and the arbitration may include joinder of persons or entities whose presence is required for complete relief and to prevent the possibility of conflicting rulings on a common issue of law or fact. If a party fails or refuses to appear or participate in the arbitration, or in any portion of the arbitration, after having been given notice and opportunity to participate by failing to participate in arbitrator selection, failing to pay arbitrator costs or fees, failing to respond to the arbitration demand, failing to provide the arbitrator with papers or information demanded, or failing to appear at hearings, as provided in this Agreement, the arbitration will proceed and the arbitrator may render a final award on the basis of the evidence presented by the participating party. An award rendered under such circumstances is valid and enforceable as if all parties had participated fully.

20.   WAIVER OF JURY RIGHTS. BOTH PARTIES IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT THERE ARE OTHER PARTIES IN SUCH ACTION OR PROCEEDING AND AGREE THAT ANY DISPUTES WILL BE RESOLVED ALTERNATIVELY AS PROVIDED IN THIS SECTION 20. THE PARTIES SPECIFICALLY AGREE AND ACKNOWLEDGE THAT THE NATURE AND COMPLEXITY OF ANY DISPUTES UNDER THIS AGREEMENT ARE BETTER AND MORE EFFICIENTLY DECIDED BY A QUALIFIED ARBITRATOR THAN BY A JURY. BOTH PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT AS FURTHER LIMITED BY THE PROVISIONS HEREOF.

21.   MISCELLANEOUS. All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive. This Agreement and Work Orders constitute the entire agreement between the Parties relating to the Service hereunder, and supersede all prior agreements, proposals, or correspondence, whether oral or written, relating to the Services. A Party’s failure to insist on performance of any of the terms or conditions herein, or to exercise any right or privilege, or a Party’s waiver of any breach hereunder, will not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type. This Agreement will be governed and construed by the laws of the State of Arizona without regard to any conflict of law principles contained therein. This Agreement benefits and will be binding upon Rhino, Client and their respective successors, heirs and permitted assigns. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same agreement. The execution of this Agreement is made by the ordering and acceptance of labor by Rhino and Client and shall constitute as an enforceable original document.