Vendor Master Services Agreement

Quad State Internet, LLC
Contractor / Vendor Template with Work Order, Acceptance, and Insurance Process

This Vendor Master Services Agreement ("Agreement") is entered into by Quad State Internet, LLC ("QSI") and the vendor identified above ("Vendor"). This Agreement establishes the rules under which Vendor may perform work for QSI. Each project must be authorized by a written Work Order unless QSI expressly authorizes emergency work in writing.

1. Master Agreement; Work Orders

This Agreement does not itself authorize Vendor to begin any work. Vendor may perform work only under a written Work Order signed by QSI and Vendor, or under a written emergency authorization issued by QSI. Each Work Order shall identify the project, scope, route or site, schedule, mobilization date, completion criteria, payment amount, payment milestones, permits, locates, customer access requirements, and any special conditions. If a conflict exists between this Agreement and a Work Order, this Agreement controls unless the Work Order expressly states that it modifies a specific section of this Agreement.

2. Independent Contractor

Vendor is an independent contractor. Vendor is not an employee, partner, agent, representative, or joint venturer of QSI. Vendor is solely responsible for its personnel, taxes, payroll, equipment, supervision, and means and methods of work.

3. Work Order Process

QSI may request pricing, availability, field review, or route comments before issuing a Work Order. No quote, discussion, map review, or field walk creates an obligation unless accepted in a signed Work Order or written authorization. The normal Work Order process is: (a) QSI issues route/scope information; (b) Vendor reviews and confirms feasibility, price, and schedule; (c) QSI issues a Work Order; (d) Vendor signs and returns the Work Order; (e) Vendor provides insurance certificates and any required license or safety documentation; (f) QSI issues notice to proceed; (g) Vendor mobilizes and performs; (h) QSI inspects completed usable sections; and (i) QSI authorizes payment for accepted work. Vendor shall not mobilize, perform work, order project-specific materials, invoice, or incur reimbursable costs until the applicable Work Order is fully approved unless QSI expressly authorizes otherwise in writing.

4. Schedule; Mobilization; Communication

Vendor shall mobilize on the date and time stated in the Work Order and shall diligently prosecute the work until complete. Vendor shall provide a primary project contact and a field contact; respond to reasonable QSI project communications within one business day and immediately for active safety, access, customer-impact, or outage issues; and immediately notify QSI in writing of any delay, equipment failure, personnel issue, emergency, permit issue, locate issue, weather issue, access issue, or other event that may affect work. Failure to mobilize, failure to provide a firm revised schedule, abandonment, or failure to communicate for more than forty-eight (48) hours during active work is a material breach unless caused by a documented emergency and promptly communicated to QSI.

5. Acceptance Process; Completed Usable Sections

QSI may inspect work at any time. Payment is not due merely because labor was performed or equipment was mobilized; payment is due only for accepted work or accepted completed usable sections, unless the Work Order states otherwise. A Completed Usable Section is complete, safe, restored, and usable by QSI for its intended network purpose. For conduit or underground work this generally includes continuous conduit, pull string or mule tape, handholes/vaults/tie-ins, required restoration, access points, and required closeout materials. QSI may accept, accept with punch-list items, or reject work. Rejected work must be corrected at Vendor's expense. QSI may withhold payment for incomplete, defective, unsafe, undocumented, unusable, or nonconforming work.

6. Payment; Invoices; No Payment for Effort Alone

Vendor shall invoice only after QSI accepts the applicable Work Order, milestone, or completed usable section. Invoices must identify the Work Order, project, section or milestone, dates of work, personnel/equipment if requested, and supporting documentation required by QSI. Unless otherwise stated in a Work Order, QSI may pay by completed usable section. Partial payments do not constitute final acceptance, do not waive defects, and do not convert the project into separate unrelated contracts. QSI may offset amounts owed by Vendor, including correction or completion costs, against amounts otherwise payable to Vendor to the extent permitted by law.

7. Insurance Requirements

Before any mobilization or work, Vendor shall provide certificates of insurance showing coverage acceptable to QSI. Minimum required coverage is Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; Business Auto Liability of at least $1,000,000 combined single limit; Workers' Compensation as required by law; and Employer's Liability of at least $500,000, unless waived in writing by QSI. QSI shall be named as an Additional Insured on CGL and Auto policies for ongoing and completed operations where available. Vendor's insurance shall be primary and non-contributory to QSI's insurance where available, and Vendor shall provide waiver of subrogation in favor of QSI where available. Vendor shall immediately notify QSI of cancellation, lapse, nonrenewal, material change, claim, or coverage issue. Insurance does not limit Vendor's obligations.

8. Permits, Locates, Safety, and Compliance

Vendor shall comply with all applicable laws, ordinances, permit requirements, safety rules, traffic-control requirements, utility-locate requirements, OSHA requirements, and customer/site rules. Unless a Work Order states otherwise, Vendor is responsible for locate tickets, preserving marks, potholing where appropriate, protecting existing utilities, and immediately reporting strikes, damage, unsafe conditions, or conflicts. Vendor shall not proceed where locates, permits, access, traffic control, or site conditions are unclear or unsafe without QSI direction.

9. Utility Damage; Property Damage; Restoration

Vendor is responsible for damage caused by Vendor, its personnel, subcontractors, agents, equipment, or means and methods. Vendor shall immediately notify QSI of any utility strike, property damage, pavement/driveway/sidewalk damage, lawn damage, customer complaint, safety event, or third-party claim. Vendor shall restore affected property to substantially the same or better condition unless the Work Order states otherwise. QSI may perform or hire others to perform restoration or repair if Vendor fails to do so, and Vendor shall be responsible for resulting reasonable costs.

10. Changes; No Unauthorized Extra Work

No change in scope, route, price, materials, schedule, method, or acceptance criteria is valid unless approved in writing by QSI. Vendor shall not perform extra work or incur extra charges based on verbal discussions, field conversations, informal expectations, or customer requests unless QSI expressly approves the change in writing. Text messages or emails may constitute written approval only if they clearly identify the Work Order, describe the change, state the price or schedule impact, and are sent by an authorized QSI representative.

11. Failure to Mobilize; Substitute Performance; Damages

If Vendor fails to mobilize, provide a firm revised schedule, diligently perform, communicate, maintain insurance, or otherwise materially breaches, QSI may suspend payment, terminate the Work Order, complete work itself, hire substitute contractors, obtain substitute services, or take other reasonable mitigation measures. Vendor shall be responsible for all reasonable foreseeable damages caused by its breach, including excess completion and replacement-contractor costs, duplicated mobilization, engineering, redesign, permitting, locating, mapping, coordination, customer-impact mitigation, temporary transport, restoration, and repair. QSI's substitute performance or temporary mitigation does not waive its rights.

12. Subcontractors and Personnel

Vendor shall not subcontract work without QSI's prior written approval and remains responsible for approved subcontractors. Vendor shall provide qualified, properly trained personnel and shall remove from QSI projects any person QSI reasonably determines is unsafe, unqualified, disruptive, or unsuitable for customer-facing work.

13. Records, As-Builts, and Closeout

Vendor shall maintain accurate project records, including work dates, route notes, photos, as-builts, locates, permits, materials, invoices, change orders, safety incidents, and customer access notes. Upon request, Vendor shall provide closeout materials required by QSI before final payment.

14. Confidentiality, Non Disclosure, and Trade Secrets

Vendor may receive confidential, proprietary, technical, operational, customer, financial, network, security, or business information of QSI, including fiber routes, network maps, customer locations, IP addressing, configurations, credentials, pricing, vendor relationships, construction plans, permit materials, photographs, designs, and internal processes ("Confidential Information"). Vendor shall keep Confidential Information strictly confidential; use it only for authorized QSI work; and not disclose, copy, publish, share, sell, transfer, photograph, post, or otherwise use it outside authorized work without QSI's prior written consent. Vendor shall protect QSI trade secrets, shall not use Confidential Information to solicit customers, compete, bypass QSI, interfere with vendor/customer relationships, or perform unauthorized work, and shall promptly return or destroy Confidential Information upon request or termination. These obligations survive termination. QSI may seek injunctive relief, damages, attorneys' fees where recoverable, and other remedies for misuse.

15. Indemnity

To the fullest extent permitted by law, Vendor shall defend, indemnify, and hold harmless QSI, its officers, employees, members, managers, agents, customers, and affiliates from claims, losses, damages, liabilities, penalties, costs, and expenses arising out of Vendor's work, breach, negligence, willful misconduct, safety violations, utility damage, property damage, employment matters, or subcontractors.

16. Termination

QSI may terminate this Agreement or any Work Order for convenience upon written notice, and may terminate immediately for material breach, safety risk, failure to mobilize or communicate, abandonment, loss of insurance, illegal conduct, or customer-impact risk. Upon termination, Vendor shall stop work, secure the site, preserve materials and records, provide closeout documentation, and cooperate in transition.

17. Dispute Preservation

Upon notice of a dispute or when a dispute is reasonably anticipated, Vendor shall preserve all relevant records, electronically stored information, messages, photos, videos, devices, invoices, schedules, locates, maps, and tangible evidence. Vendor shall not delete, alter, conceal, overwrite, discard, or destroy potentially relevant evidence.

18. Governing Law; Venue

Kentucky law governs this Agreement. Venue for disputes shall be in state or federal courts serving McCracken County, Kentucky, unless QSI elects another venue permitted by law.

19. Electronic Signatures; Counterparts

This Agreement, Work Orders, Change Orders, and acceptance forms may be signed electronically, by PDF, scanned copy, or counterpart. Electronic signatures and records have the same effect as originals.

20. Entire Agreement for Template Use

This Agreement, together with signed Work Orders, Change Orders, and exhibits, contains the parties' agreement for authorized work. No waiver, release, or amendment is valid unless in writing signed by QSI.

Signatures

The parties execute this Agreement as of the Effective Date above.

Exhibit A — Work Order and Schedule Confirmation

Each Work Order identifies the Work Order number, project, customer/site, Vendor, QSI project owner, Vendor field lead, issuance date, required mobilization date, start date/time, dedicated QSI work days, target completion date, total contract amount/NTE, payment structure, retainage, scope, route/location, materials, permits/locates/access, customer requirements, acceptance criteria, and signatures. Acceptance requires approved route/scope; complete usable conduit, pull string/mule tape, handholes, vaults, tie-ins, restoration and access points as applicable; required photos/as-builts/locates/tests/closeout; and corrected punch-list items.

Exhibit B — Completed Usable Section Acceptance

QSI uses this form for milestone inspection, section acceptance, rejection, punch-list items, and payment authorization. The checklist includes continuous conduit, usable pull string/mule tape, required handholes/vaults/tie-ins, restoration, a clean and safe work area, required closeout materials, and usability for fiber installation, splicing, or customer turn-up.

Exhibit C — Change Order

No change in scope, route, price, schedule, materials, customer-impact obligations, or completion criteria is valid unless approved in writing by QSI. A Change Order records its number, related Work Order, requester, reason, description, price adjustment, schedule impact, QSI approval, and Vendor acceptance.

Exhibit D — Insurance Certificate Checklist

• Commercial General Liability: at least $1,000,000 per occurrence / $2,000,000 aggregate.
• Business Auto Liability: at least $1,000,000 combined single limit.
• Workers Compensation: statutory coverage as required by law.
• Employer Liability: at least $500,000 unless waived by QSI.
• QSI named as Additional Insured, primary/non-contributory wording, and waiver of subrogation where available.
• Policy dates current through expected work period.
• Certificate holder: Quad State Internet, LLC, 1212 Helen Street, Paducah, KY 42001.