Rev. 4/24 1

MASTER VENDOR AGREEMENT

This Master Vendor Agreement (“Agreement”) dated [INSERT DATE] is made by and between Compass Group USA, Inc. herein referred to as (“Compass”) and [INSERT SUBCONTRACTOR LEGAL NAME], herein referred to as (“Subcontractor”). For purposes of this Agreement, “Compass” shall include Compass and its “Sectors” and “Affiliates,” which means any entity directly or indirectly controlling, controlled by, or under common control with Compass.

WHEREAS, Compass provides services for its clients ( each, a “Client”) pursuant to agreements between Compass and its Clients;

WHEREAS, Compass wishes to secure the performance of certain services documented in Statements of Work (“Services”) by Subcontractor at various locations of its Client’s (“Client Locations”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties, it is agreed as follows:

1. SCOPE OF WORK. Subcontractor will provide the Services, at the Client Locations as mutually agreed upon by the parties in written Statements of Work, the form of which is set forth in Exhibit A. The parties agree that this is a nonexclusive relationship and Compass, in its sole discretion may select any supplier or vendor to perform the Services at any Client Location. A Statement of Work shall provide the detail of the Services and pricing at each Client Location. Any Services not identified in a Statement of Work shall be deemed out of scope and shall only be performed with prior written approval of Compass.

2. TERM. This Agreement will commence on [ ] and go through [ ] unless earlier terminated in accordance with the terms of this Agreement. The Agreement shall automatically renew for additional one (1) year renewal terms, unless either party provides the other party at least sixty (60) days prior written notice of its intent to terminate the Agreement at the end of the term.

3. TERMINATION OF AGREEMENT. Compass may terminate this Agreement or any Statement of Work, in whole or in part, (i) immediately upon written notice if Subcontractor does not cure any material breach within five (5) days of receipt of written notice thereof from Compass; (ii) immediately upon written notice for any non-curable material breach; or (iii) immediately upon notice that the Client is terminating Compass’s services. Compass may terminate this Agreement, a Statement of Work, in whole or in part, for any reason by providing Subcontractor thirty (30) days prior written notice of its intent to terminate. In the event of termination by either party, written notice of termination will be sent to the other party to the address in Section 14 below. Notice of termination must include date of notice, termination effective date, and cure period (if applicable).

4. SUBCONTRACTOR’S RESPONSIBILITIES.

i) Any supplies, parts, equipment, uniforms, materials, tools, or other ancillary materials (“Products”), necessary to perform the Services, shall be of first quality and furnished by Subcontractor unless otherwise stated, at no additional cost or charge to Compass. Subcontractor shall assign all manufacturers’ warranties for all Products provided in the Services to Client. Subcontractor shall perform the Services in a professional and workmanlike manner. All personnel provided by Subcontractor will be instructed in the performance of the Services in order to minimize injuries, property damage, fire and safety hazards. The Products and Services will comply with all Federal, State, and local statutes, laws, ordinances, rules, regulations and codes (“Applicable Laws”). The Subcontractor will, at its own expense, provide and use whatever safety apparel or protective clothing is required by law or deemed necessary by Compass. Subcontractor shall also comply with all of Compass’s and Client’s rules, regulations, procedural practices and instructions regarding Subcontractor’s activities hereunder whether currently in effect or subsequently adopted and communicated to Subcontractor while on Client’s premises. Subcontractor may, with Compass and Client’s approval, store Products at the Client Location, however Subcontractor shall remain solely liable for the security thereof. Subcontractor shall keep any rooms and/or storage space provided for storage or usage, clean, orderly and odor free at all times. The Subcontractor's supervisors shall have authority to represent the Subcontractor in fulfilling its obligations under this Agreement. At the completion of Services, Subcontractor shall remove from the premises all rubbish, tools, equipment and surplus materials leaving the area clean;

ii) Subcontractor shall perform background checks on all personnel performing Services under this Agreement prior to performing Services including a minimum county level criminal records searches seven years from date of hire, National Sex Offender searches, Social Security traces, employment history verifications, and, if applicable, professional or trade license verifications and any site specific requirements of Client.

Subcontractor shall comply with all Federal, State and local employment and immigration laws, terms, provisions, regulations and rulings (“Employment and Immigration Laws”) and any person assigned to perform Services hereunder shall meet employment eligibility requirements of Employment and Immigration Laws. Upon receipt of a written request from Compass or Client, Subcontractor shall certify in writing as to Subcontractor's compliance with Employment and Immigration Laws. Subcontractor will be responsible for all employee-related tax, levy, benefits, health insurance, pension, withholding, accrual, payment, reporting and other obligations of employers for its employees (“Employee Obligations”).

Subcontractor's Employee Obligations include, but are not limited to, any and all previously or currently existing or newly enacted federal, state and local requirements, with respect to: (i) personal income, wage, earnings, occupation, social security, workers’ compensation, unemployment, sickness and disability insurance taxes; (ii) payroll levies; (iii) employee medical coverage benefit requirements; and (iv) pension requirements, whether under ERISA, state law or otherwise. Subcontractor will indemnify and hold harmless Compass and Client from and against all Losses (defined below) which arise in any manner out of or in connection with any one or more aspects of Subcontractor’s respective Employee Obligations or violation of any Employment and Immigration Laws;

iii) All employees performing Services for Subcontractor under this Agreement will at all times be employees of Subcontractor and not of Compass or Client. Subcontractor is an independent contractor with full and complete responsibility for all of its employees, agents, subcontractors or any person for whom Subcontractor is responsible (“Subcontractor Personnel”). Subcontractor shall: (i) employ and direct Subcontractor Personnel, as is required to perform the Services; (ii) exercise full and complete authority over Subcontractor Personnel; and (iii) have the sole right to hire and

Rev. 4/24 2 discharge Subcontractor Personnel;

(iv) Nothing herein is intended or shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture, or formal business entity of any kind or create a fiduciary, agency or similar relationship between the parties, and the rights and obligations of the parties shall be limited to those expressly set forth in this Agreement;

v) Subcontractor and Subcontractor Personnel are not the representatives of Compass or Client for any purpose and Subcontractor does not have the right, power or authority (and Subcontractor shall not represent itself as having any right, power or authority) in any capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of Compass for any purpose whatsoever or otherwise to act as the representative of Compass or Client;

vi) Subcontractor shall supply an adequate number of trained and competent Subcontractor Personnel to perform the Services. Subcontractor shall be responsible for the good order and behavior of Subcontractor Personnel while at Client Premises. If Compass or Client, in the exercise of its reasonable discretion, deems any Subcontractor Personnel unacceptable or unsatisfactory, Subcontractor, at its expense, shall remove such Subcontractor Personnel from the Services being performed for Compass and shall supply replacements; and

vii) Subcontractor shall, at Compass’s request, promptly repair replace, or re-perform any defects in Service or Products without cost expense or liability to and to the reasonable satisfaction of Compass and Client; or, at Compass’s sole discretion, Compass may repair, replace, or re-perform (either self-performed by Compass or performed by a third party of Compass’s choosing) any defects in Subcontractor’s Services or Products and invoice Subcontractor for any associated cost.

5. INVOICES AND PAYMENT. Subcontractor shall submit an invoice for Services rendered after the end of each month which shall be paid no later than ninety (90) days from Compass’s receipt of Subcontractor’s invoice; provided, however, if Subcontractor is accepted into an alternate payment program with Compass, the payment terms shall be as stipulated under such program. Subcontractor understands and agrees to abide by any specific invoicing requirements. Compass reserves the right, before making payments, to require Subcontractor to furnish sufficient evidence that all claims, liens and causes of action, if any, for the payment of wages or salaries or the payment of charges for Services, Products or subcontractors fees have been satisfied, released or settled. Compass may deduct any Losses (defined below) or amounts due Compass or Client related to this Agreement from payments due to Subcontractor. Subcontractor acknowledges and agrees that a condition precedent to Compass’s payment to Subcontractor is Client’s approval of invoice. Compass will have no obligation to pay any charges or expenses that Subcontractor fails to invoice Compass within sixty (60) days after the charges or expenses were incurred.

6. NON-SOLICITATION. Subcontractor agrees that at no time during the term of this Agreement or for a period of two (2) years immediately following the expiration of this Agreement for any reason, will Subcontractor, or its respective agents or representatives, attempt to recruit, employ, or use the services of, directly or indirectly, any management employee of Compass. If Subcontractor, its agent or representative should hire a management employee (or past management employee as defined above) of Compass without prior written approval, it agrees to reimburse Compass an amount equal to two (2) years of such employee’s then current salary (or, in the case of past employees, such employee’s salary immediately prior to termination). The above provisions shall not apply to any employee answering a general solicitation for employment by the Subcontractor.

7. NON-COMPETITION. At no time during the term of this Agreement and for a period of one (1) year following the conclusion of this Agreement, shall Subcontractor or its affiliates, without the prior written express consent of Compass directly or indirectly, for the benefit of itself or any other person, seek or obtain employment or solicit Services, from the Client at the Client Locations. Subcontractor shall not provide Services of the kind or nature consistent with the same scope that Subcontractor currently performs or has performed on behalf of Compass pursuant to, and as defined by this Agreement or Statement of Work. Subcontractor further agrees that the noncompetition and non-solicitation provisions of this Agreement are necessary to protect Compass’ legitimate business interests.

8. CONFIDENTIALITY. Each party, including its employees, shareholders, directors, officers or agents, agrees to keep strictly confidential at all times all information that it receives from the other party ( “Disclosing Party”, the other party the “Receiving Party”) under this Agreement, including the identity of a Disclosing Party’s customer, potential customer, vendor and any data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, individual financial information, personal information, and other information disclosed or submitted, orally, in writing, or by any other media (“Confidential Information”). The obligations set forth in this section do not apply to any Confidential Information that the Receiving Party can demonstrate: (i) the Receiving Party possessed prior to disclosure by the Disclosing Party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the Receiving Party; (iii) is or was independently developed by the Receiving Party without the use of any Confidential Information of a Disclosing Party; or (iv) is or was received by the Receiving Party from a third party that does not have an obligation of confidentiality to a Disclosing Party or its affiliates. All Confidential Information shall remain the property of the Disclosing Party and will be returned to the Disclosing Party, upon request of the Disclosing Party, upon termination of this Agreement.

9. REPRESENTATIONS AND WARRANTIES. Subcontractor represents and warrants the following: (i) Subcontractor has complied and will comply with all Applicable Laws in performing the Services described herein; (ii) Subcontractor’s Services and deliverables do not currently and shall not infringe upon or violate any trademarks, copyrights, trade secrets, patents, contractual rights or other proprietary rights of any other party; (iii) Subcontractor has the capability, experience, certifications, financial stability and means required to perform the Services; and (iv) Subcontractor has procured any and all necessary permits, licenses and insurance coverage required to perform the Services under this Agreement.

10. INDEMNITY. To the fullest extent permitted under law, Subcontractor shall indemnify Compass and Client for any and all Losses (as defined below), of whatever nature and however caused, which results from or arises out of Subcontractor's or its officers, directors, shareholders, Rev. 4/24 3

Subcontractor Personnel, vendors, suppliers, representatives, affiliates, successors, and assigns, acts or omissions or breach of representations and warranties. “Loss(es)” includes any claim, including third party claims, liability, loss, demand, suit, cause of action, settlement payment, cost and expense (including reasonable attorney’s fees and investigation expenses), interest, award, judgment, damages (including punitive damages), diminution in value, liens, fines, fees and penalties.

11. RISK OF LOSS. Subcontractor shall bear the risk of any Loss to all Products to be used by Subcontractor in the performance of the Services, wherever located, and all uncompleted Services.

12. LIMITATION OF LIABILITY. Except for Subcontractor’s indemnity and confidentiality obligations hereunder, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY CLAIM FOR DAMAGES BASED ON LOST REVENUES OR PROFITS, HOWEVER, CAUSED OR UNDER ANY THEORY OF LIABILITY.

13. INSURANCE. Subcontractor shall at all times during the term of this Agreement, at their sole cost and expense, carry and maintain the insurance in such amounts as set forth below, except as otherwise specified in a Statement of Work, and such other insurance as may be required by law or prudent business practices. Subcontractor’s insurance shall either cover all Services provided by its subcontractors or Subcontractor shall require its subcontractors to carry all insurance required under this Agreement. Before initiation of Services, Subcontractor shall furnish to Compass certificates of such insurance and/or copies of the applicable policies. All such insurance shall operate independent and apart from Subcontractor’s indemnification obligations hereunder, and the insurance requirements herein shall not be deemed a limit on Subcontractor’s liability or obligations and are not to be considered as indicative of the ultimate amounts and types of insurance that Subcontractor may need to protect its own interests.

Compass shall not have any liability to Subcontractor for any additional insurance Subcontractor may purchase to comply with the terms of this Agreement. All coverage shall be underwritten by companies authorized to do business in the state of the Client Locations and currently rated A- or better by A.M. Best Company or otherwise acceptable to Compass.

i. Workers' Compensation Insurance, listing all states where Subcontractor provides services for Compass and Client, in accordance with all applicable laws and state statutory limits or with minimum limits of $1,000,000;

ii. Employer's liability insurance issued on a “occurrence form” with limits for employer's liability of $1,000,000 per accident/per disease and in the aggregate;

iii. Employee Fidelity/Commercial Crime, with limits of $500,000 with third-party endorsement;

iv. Commercial General Liability written on an occurrence coverage form. The minimum limits are as follows: (i) $2,000,000 General

Aggregate limit per policy; (ii) $1,000,000 each occurrence limit; (iii) $1,000,000 Products and Completed Operations; (iv) $1,000,000

Personal and Advertising Injury; and (v) $1,000,000 Damage to Premises;

v. Automobile Liability to include owned, non-owned or hired vehicles with property damage and bodily injury coverage in an amount not less than $1,000,000 combined single limit;

vi. Excess or Umbrella Liability with limits of $5,000,000 per occurrence/general aggregate; and

vii. Compass and Client, and their respective affiliates, directors, officers, employees, shareholders, and agents shall be named as additional insureds on a primary and non contributory basis with respect to its Commercial General and Automobile Liability policies.

Limits for the policies above may be satisfied through a combination of primary and excess policies.

viii. To the fullest extent permitted by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery and subrogation against Compass and Client, and their respective affiliates, directors, officers, employees, shareholders, and agents.

ix. In addition, Subcontractor shall provide at least thirty (30) days prior written notice to Compass of any change, cancellation or expiration of any of the insurance policies required hereunder. In the event of any change, cancellation or expiration not acceptable to Compass, Compass may require that Subcontractor obtain replacement coverage at no additional cost to Compass.

14. NOTICES. All notices and communications concerning this Agreement shall be in writing and provided by one of the following: email, United

States mail, or overnight delivery (e.g., Federal Express, UPS and similar).

If to Subcontractor:

[Subcontractor’s Name]

Attn: [ ]

[Address ]

[Address ]

Email: [ ]

Compass Group USA, Inc.

Attn: Legal Counsel

2400 Yorkmont Road

Charlotte, NC 28217

Email: shared.compassprocurement@compass-usa.com

15. TIME OF COMPLETION. Subcontractor shall execute the Services with all diligence and expedition and within the approved Statement of Work and completion dates and in compliance with this Agreement, recognizing that TIME IS OF THE ESSENCE FOR THIS AGREEMENT.

16. RECORDS. Subcontractor shall maintain complete and accurate records of all amounts billed to and payments made by Compass in accordance with recognized accounting procedures. Subcontractor shall retain such records for a period of four (4) years from the date of payment.

Subcontractor agrees to provide reasonable supporting documentation concerning any disputed amount of an invoice to Compass within thirty (30) days after Compass provides written notice of the dispute to Subcontractor. All such records related to the Services hereunder may be audited or

Rev. 4/24 4 inspected by Compass or Client or their agents or representatives upon reasonable notice.

17. FORCE MAJEURE. Time is of the essence in the performance of this Agreement, but neither party shall be liable for failure to perform when such failure is caused by unforeseeable force majeure circumstances, defined as acts of God or the public enemy, wars, acts of terrorism, floods, fires, earthquakes, natural catastrophes, or pandemics.

18. PUBLICITY. Subcontractor will not: (a) use the name, trademark, logo or other identifying marks or proprietary indicia of Compass, Client or any affiliate thereof, in any sales, marketing, promotional or publicity activities or materials; or (b) issue any press release, interviews or other public statement regarding this Agreement or the parties’ relationship, without the prior written consent of Compass or Client representatives authorized to provided such consent.

19. NO LIENS. In accordance with Applicable Laws, Subcontractor will not and will not permit its personnel or approved subcontractors to file any laborers’, mechanic's or material men's liens or any security interests on or against property or realty of Compass to secure payment under this Agreement. If any liens or interests arise as a result of Subcontractor's action or inaction, Subcontractor will remove the liens at its sole cost and expense within ten (10) business days. Subcontractor shall defend, indemnify, hold harmless and protect Compass and Client against any and all liens of any kind as relating to the Services provided hereunder.

20. ASSIGNMENT/SUBCONTRACTORS. Subcontractor shall not subcontract, delegate or assign any rights or obligations under this Agreement without the prior written consent of Compass and any attempt to do so shall be null and void and shall constitute a breach of this Agreement.

Subcontractor shall cause any approved subcontractors to agree in writing to perform and to be subject to of Subcontractor’s obligations under this Agreement. Neither Compass's approval of any subcontractor, suppliers or vendors of Subcontractor, nor the failure of performance thereof by such parties, shall relieve, release or affect in any manner any of Subcontractor's duties, liabilities or obligations hereunder, and Subcontractor shall at times be and remain fully liable hereunder.

21. WAIVER. Either party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege, or either party's waiver of any breach thereunder shall not be construed to be a waiver, or waive any other terms, conditions, or privileges, whether of the same or similar type.

22. MODIFICATION. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by each of Subcontractor’s and Compass’s authorized personnel.

23. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained and any such invalid provision covenant shall be deemed to be severable.

24. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the state where the principal Client Location is located, without regard to conflict of law principles.

25. ENTIRE AGREEMENT. This Agreement, together with all referenced attachments shall constitute the entire agreement between Compass and Subcontractor with respect to the subject matter of this Agreement. This Agreement supersedes all prior oral and written communications, agreements and understandings between Compass and Subcontractor with respect to the subject matter of this Agreement. If a conflict between the terms of this Agreement and any Statement of Work, exhibit or schedule attached to this Agreement arises, the terms of the Statement of Work shall control. If either party provides forms, tickets, purchase orders or the like for its own internal purposes or for use in facilitating the work being performed under this Agreement, the parties agree that only the terms and conditions of this Agreement apply and that any term contained in any such form, ticket, purchase order or the like submitted by one party to the other party which is in conflict with or in addition to this Agreement shall be void.

26. EXECUTION. This Agreement may be executed in one or more counterparts. Each counterpart shall be deemed an original, but all counterparts together constitute one and the same instrument.

27. COMPASS SUPPLIER CODE OF CONDUCT. Compass’s Supplier Code of Conduct (“Supplier Code of Conduct”) is available for review http://www.compass-usa.com/mission-vision/. Subcontractor hereby acknowledges that it has read the Supplier Code of Conduct and shall act at all times consistently with the terms thereof. Compass shall have the right, in their sole and absolute discretion, to immediately terminate this Agreement for cause in the event of any violation of the Supplier Code of Conduct by Subcontractor.

28. UNLAWFUL DISCRIMINATION. Neither party will discriminate in any unlawful manner. The parties shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sexual orientation, gender identity, sex, or national origin. Moreover, these regulations require that the parties take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sexual orientation, gender identity, sex, national origin, protected veteran status or disability.

[SIGNATURE PAGE TO FOLLOW]

http://www.compass-usa.com/mission-vision/

Rev. 4/24 5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by its duly authorized officer, as of the last date of signature below.

ACCEPTED AND AGREED:

Compass Group USA, Inc. [INSERT SUBCONTRACTOR NAME]

Signature Signature

Print or Type Name Print or Type Name

Date Date

Rev. 4/24 6

Exhibit A

STATEMENT OF WORK

SOW NO.: [Insert Client Name – Year – Request Number] SOW NAME: [Insert Service Description or Project Name]

SOW SECTOR: [INSERT COMPASS SECTOR NAME]

This Statement of Work (“SOW”) dated [INSERT DATE], is entered into by and between [SECTOR LEGAL NAME] herein referred to as

(“Sector ”), and [SUBCONTRACTOR NAME], herein referred to as (“Subcontractor”). This SOW shall be governed by the terms and conditions in the Master Vendor Agreement, dated [INSERT DATE OF MVA], between Compass Group USA Inc., and Subcontractor. The Subcontractor agrees to furnish all necessary management, supervision, labor, materials, supplies, equipment, plant, services, sundries, appurtenances, and engineering as required to complete the Services under this SOW. The Subcontractor shall diligently and fully perform the Services described as follows:

TERM: [INSERT TERM]

CLIENT LOCATION(S):

Client Name:

Client Street Address:

Client City, State, Zip:

SERVICES:

The Subcontractor shall provide the services listed below at above Client Location(s) as directed by the Sector. Specific details of the scope will vary by job at Sector’s direction and sole discretion. Subcontractor must obtain written approval from Sector prior to performing any work, except for emergency services, in which case Subcontractor must have verbal authorization from Sector.

PRICING:

All Services will be charged at the following rates, unless otherwise agreed to in writing by Sector prior to the work being performed:

[INSERT PRICING]

ADDITIONAL INSURANCE REQUIREMENTS:

Commercial General, Automobile Liability and Workers Compensation policies shall contain provisions that the insurance companies waive the rights of recovery and subrogation against Compass Group USA, Inc. and [INSERT CLIENT NAME], and their respective affiliates, directors, officers, employees, shareholders, and agents.

Compass Group USA, Inc. as well as [INSERT CLIENT NAME], and their respective affiliates, directors, officers, employees, shareholders, and agents shall be named as additional insured on a primary and noncontributory basis with respect to its Commercial General and Automobile Liability policies.

ADDITIONAL CLIENT REQUIREMENTS (IF APPLICABLE ATTACHED AND INCORPORATED AS SCHEDULE 1):

[SIGNATURE PAGE TO FOLLOW]

Rev. 4/24 7

IN WITNESS WHEREOF, the parties hereto have executed this SOW by its duly authorized officer, as of the last date of signature below.

ACCEPTED AND AGREED:

Compass Group USA, Inc. [INSERT SUBCONTRACTOR NAME]

Signature Signature

Print or Type Name Print or Type Name

Date Date