EXTENDED WORKFORCE PARTNER (EWP) AGREEMENT

This Partner Agreement ("Agreement") is entered into as of [Effective Date], by and between: EyeQ Monitoring, a GA corporation with its principal place of business at 2300 Windy Ridge Parkway SE, Atlanta, GA 30339 ("Contractor"), and [Partner Name], a [State] entity with its principal place of business at [Address] ("Partner"). Together referred to as the "Parties."

1. Scope of Work

Partner shall provide low voltage installation, service, and maintenance of CCTV systems, including but not limited to:

• Running low-voltage cabling
• Installing & sighting cameras
• Installing NVRs/Servers, networking, and related equipment
• Testing and commissioning systems
• Performing service calls, troubleshooting, and repairs
• Following all applicable codes, regulations, and manufacturer specifications

2. Term

This Agreement shall commence on the Effective Date and continue until terminated under Section 15 (Termination).

3. Partner Responsibilities

General Duties

• Provide qualified personnel, supervision, and project management as needed to perform all work under this Agreement.
• Ensure all personnel are trained, certified, and licensed for low-voltage installation, service, and maintenance, including OSHA and any applicable state low-voltage certifications.
• Follow all applicable national, state, and local codes, including NEC, NFPA 70, fire-stop regulations, and building codes.
• Maintain clean and organized work areas, removing waste material and debris daily.
• Coordinate work with other trades and the Contractor to avoid conflicts and delays.
• Submit daily or weekly work reports, including completed tasks, issues encountered, and next steps.

Tools & Equipment

Partner shall supply all hand tools, power tools, test instruments, and equipment necessary to install CCTV and associated networking equipment in a professional and code-compliant manner. Required tools include but are not limited to: cabling & termination tools (cable spools, fish tapes, termination tools, labeling equipment); mounting & installation tools (drills, ladders, sealants); testing & commissioning tools (cable certifiers, CCTV test monitors, network testers, multimeters); networking & configuration equipment (laptop, labeling systems, configuration tools); and safety equipment (PPE, fall protection, lockout/tagout). All tools shall be maintained in good working order and comply with applicable safety standards.

Photo Documentation

Partner must submit clear, dated photos of all work performed, including: cable routing and terminations before walls/ceilings are closed; camera mounting locations and views; network rack layouts, patch panels, labeling, and terminations; and any deviations or special field conditions. Photos must be submitted daily or at project milestones as directed by Contractor and must clearly demonstrate workmanship quality and code compliance.

Documentation & Compliance

• Provide as-built drawings and labeling documentation for all cabling and device installations.
• Complete Contractor's commissioning and quality checklists for every site.
• Maintain insurance, licenses, and permits throughout the term of this Agreement.

Immigration Compliance

Partner represents that all personnel performing work are legally authorized to work in the United States. Partner shall, upon request, furnish certification of employment eligibility (Form I-9 / E-Verify) for all assigned personnel. Partner agrees to defend, indemnify, and hold harmless EyeQ Monitoring and its clients from any liability, penalty, or cost arising out of violations of immigration or employment-eligibility laws.

4. Contractor Responsibilities

a. Scope Definition and Project Direction

• Contractor shall provide Partner with a written Scope of Work (SOW), drawings, and system design specifications for each assigned project.
• Contractor shall communicate expected timelines, deliverables, and completion milestones in writing prior to project commencement.
• Contractor will designate a Project Manager to serve as Partner's primary point of contact for technical and administrative matters.

b. Access and Coordination

• Contractor shall ensure Partner is granted reasonable access to job sites and facilities during agreed working hours.
• Contractor will coordinate with clients, general contractors, and property managers to arrange site scheduling, security access, and any required safety or orientation procedures.
• Contractor shall facilitate coordination between trades to avoid project interference or duplication of work.
• Where applicable, Contractor will ensure that client or site rules (safety orientation, background checks, badging) are communicated prior to Partner's mobilization.

c. Documentation, Materials, and Systems Support

• Contractor shall provide approved design documents, camera layouts, device specifications, access credentials for Contractor-managed VMS, and commissioning checklists and QA forms.
• Contractor shall maintain system documentation repositories and grant Partner controlled access for uploading completed records, photos, and reports.

d. Review, Approval, and Quality Assurance

• Contractor shall review Partner's submitted documentation, testing results, and commissioning forms within five (5) business days.
• Contractor will provide written acceptance or identify deficiencies requiring correction.
• Contractor may issue punch lists for corrective work; Partner must complete such items promptly and at no additional cost if related to warranty or workmanship.

e. Communication and Change Management

• Contractor shall maintain open communication and provide timely responses to Partner's RFIs or clarification requests.
• Contractor shall issue formal written change orders for any scope modifications, additional work, or deviation from initial design.
• Contractor shall approve or reject Partner's change order requests in writing before additional work begins.

f. Payment and Administrative Responsibilities

• Contractor shall review and process Partner invoices within 10 days of submission, provided all documentation and deliverables have been received.
• Contractor shall notify Partner of any disputed items before withholding payment.
• Contractor shall provide Partner with necessary tax documentation including Form 1099 or equivalent.

g. Ethical and Legal Obligations

• Contractor shall act in good faith, provide accurate project information, and comply with all applicable federal, state, and local laws.
• Contractor shall not request Partner to perform work in violation of codes, permits, or safety regulations.
• Contractor shall maintain professional conduct toward Partner personnel and foster a cooperative, safe, and productive working relationship.

h. Relationship Management and Performance Tracking

• Contractor shall measure and track Partner's performance metrics, including SLA adherence, first-time-fix rate, and quality compliance.
• Contractor shall provide regular feedback and maintain open performance discussions to encourage continuous improvement.
• Contractor reserves the right to adjust project assignments, scope, or volume based on performance history, safety record, and reliability.

5. Service Level Agreements (SLAs)

The purpose of this SLA is to ensure that Partner's installation, maintenance, and service activities are executed promptly, professionally, and in alignment with the operational standards, response expectations, and uptime commitments required by Contractor and its clients. Partner acknowledges that SLA compliance directly impacts Contractor's client relationships, contractual performance, and renewal metrics. Partner agrees to meet the performance metrics defined in Exhibit B (Service Level Agreement Schedule).

6. Compensation

Partner shall be compensated at the agreed rates set forth in Exhibit A (Rate Sheet). Invoices shall be submitted monthly and paid within 30 days of approval. No overtime, premium time, or change orders shall be billed without Contractor's written approval.

Partner shall be solely responsible for all federal, state, and local taxes, including income, FICA, unemployment, workers' compensation, and disability insurance for its employees and subcontractors. Nothing herein creates an employer-employee relationship, and EyeQ Monitoring shall not withhold or remit any payroll-related taxes on behalf of Partner.

7. Attire / Code of Ethics

Partner personnel shall maintain a professional appearance and demeanor consistent with Contractor standards and client site expectations:

• Required attire includes company-branded shirts, closed-toe work boots, and clean, non-torn pants.
• Safety vests and hard hats must be worn where required by site regulations.
• No profanity, inappropriate language, or unprofessional conduct will be tolerated on site.
• Smoking, vaping, or consumption of alcohol or drugs on job sites is strictly prohibited.
• Partner personnel must be courteous and respectful to all clients, visitors, and other trades.
• Repeated violations of attire or conduct standards may result in removal of individual personnel or termination of this Agreement for cause.

Partner agrees to adhere to a strict code of ethics when representing the Contractor or performing services under this Agreement, including:

• Integrity: Perform all work honestly, transparently, and in accordance with project specifications.
• Accountability: Take full responsibility for workmanship, system integrity, and proper documentation of installations.
• Respect for Property: Avoid damage to client facilities, landscaping, or other assets, and immediately report any accidental damage.
• Security Compliance: Never connect unapproved devices, install unauthorized software, or tamper with Contractor-provided equipment.
• Representation: Conduct all interactions with professionalism, refraining from soliciting work directly from Contractor's clients or partners.

8. Independent Contractor

Partner is an independent contractor and not an employee, agent, partner, or joint venturer of Contractor. Nothing in this Agreement shall be construed to create an employment relationship or any authority for Partner to bind Contractor or act on its behalf.

Partner shall perform the work using its own means, methods, tools, and personnel, exercising independent judgment and control over the manner and sequence of performance, subject only to the results required by Contractor's scope of work.

Partner shall not represent itself as an employee or official representative of Contractor and shall not use Contractor's name, logo, trademarks, or branded apparel unless expressly authorized in writing. Partner assumes full responsibility and risk of loss for its tools, vehicles, materials, and personal property used in performance of the work.

Partner shall comply with all applicable federal, state, and local laws governing employment, safety, and licensing for itself and its personnel. Partner is solely responsible for the acts, omissions, and negligence of its employees, agents, or subcontractors, and shall indemnify Contractor against any resulting liability or claims.

9. Insurance & License Requirements

a. Insurance Requirements

Partner shall maintain these minimum insurance requirements:

• General Liability (bodily injury and property damage): $1,000,000 per occurrence / $2,000,000 general aggregate
• Workers Compensation: $1,000,000 each incident
• Automobile Liability (bodily injury and property damage): $1,000,000 per occurrence

Additional insured endorsements naming Contractor shall be delivered as a Certificate of Insurance completed by the insurance carrier.

b. License Requirements

Partner shall maintain all required state and local low-voltage, electrical, and alarm licenses. Partner shall furnish EyeQ Monitoring with copies of all applicable licenses and Certificates of Insurance naming EyeQ Monitoring as "additional insured," providing thirty (30) days' notice of cancellation or modification.

10. Confidentiality

a. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed or accessed by Partner in connection with this Agreement, including but not limited to: system designs, floorplans, wiring diagrams, camera locations, or security system configurations; IP addresses, network credentials, passwords, and authentication keys; video footage, images, and any derivative data captured by CCTV or monitoring systems; client identities, contact information, site lists, and site-specific procedures; pricing, quotes, proposals, scopes of work, and cost structures; Contractor's proprietary processes, AI models, monitoring workflows, or software tools; and any other information that a reasonable person would consider confidential.

b. Use and Protection

• Partner shall use Confidential Information solely for performing services under this Agreement.
• Partner shall not disclose, reproduce, or distribute any Confidential Information to any third party without prior written authorization from Contractor.
• Partner shall implement reasonable administrative, physical, and technical safeguards — including password protection, data encryption, and secure storage — to protect Confidential Information against unauthorized access, theft, or disclosure.
• Any video, images, or system data obtained during installation, testing, or service work shall remain the exclusive property of Contractor and/or its client and must not be copied, retained, or transferred outside the project environment.

c. Personnel Access & Background Requirements

• Partner shall limit access to Confidential Information to personnel with a legitimate need to know.
• All personnel with access to client systems or sites must have passed a criminal background check (7-year felony and theft screening minimum).
• Upon Contractor's request, Partner shall provide proof of completed background checks or allow Contractor to perform independent screening.
• Any breach of these requirements shall constitute immediate cause for termination of this Agreement.

d. Return or Destruction of Information

Upon completion or termination of this Agreement, Partner shall: immediately return all drawings, documents, keys, fobs, badges, and digital credentials; permanently delete all copies of Confidential Information stored on laptops, mobile devices, or cloud systems; and certify in writing that all materials have been returned or destroyed.

e. Non-Solicitation & Non-Disclosure

Partner agrees not to solicit, engage, or perform work directly for Contractor's clients or affiliates for a period of two (2) years following completion of the most recent project, unless expressly approved in writing by Contractor. Partner shall not use Contractor's name, logo, or trade names for any marketing or public communications without prior written consent.

f. Breach & Remedies

Any unauthorized disclosure, use, or retention of Confidential Information shall constitute a material breach of this Agreement. Contractor may seek injunctive relief, monetary damages, and recovery of legal fees without posting bond or demonstrating actual damages, recognizing that breaches may cause irreparable harm to Contractor and its clients. Partner remains responsible for any breach by its employees, agents, or subcontractors.

11. Indemnification

a. General Indemnity Obligation

Partner shall defend, indemnify, and hold harmless Contractor, its officers, directors, employees, affiliates, successors, assigns, and clients from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Bodily injury, death, or property damage caused in whole or in part by Partner, its employees, agents, or subcontractors;
• Damage to client or third-party systems, structures, or assets resulting from installation, drilling, cabling, mounting, or service activities;
• Data loss, network compromise, or cybersecurity breach resulting from Partner's negligence, misconfiguration, or failure to follow Contractor's data-security protocols;
• Failure to comply with applicable laws, safety standards, permits, or codes;
• Employment-related claims brought by Partner's personnel (including wage, benefits, discrimination, or workers' compensation matters); and
• Any breach of this Agreement, including the confidentiality or code-of-ethics provisions.

b. Duty to Defend

Upon written notice of a claim, Partner shall promptly assume the defense at its own expense using counsel reasonably acceptable to Contractor. Partner shall not settle any claim without Contractor's prior written consent if the settlement imposes any obligation or admission of liability on Contractor or its clients.

c. Proportionate Fault

If a claim arises from the joint negligence of both Contractor and Partner, Partner's duty to indemnify shall be proportionate to its degree of fault as determined by a competent authority.

d. Property Damage & System Restoration

In the event Partner's acts or omissions cause damage to Contractor's or client's equipment, networks, cameras, or infrastructure: Partner shall immediately report the incident and cooperate in remediation; Contractor reserves the right to restore service using its own resources or third-party vendors; and Partner shall reimburse Contractor for all costs incurred to restore the site to full operational condition.

e. Insurance Coordination

The indemnification obligations under this section are in addition to, and not limited by, the insurance coverage requirements in Section 9. Partner's insurance shall be primary and non-contributory to any insurance maintained by Contractor.

f. Survival

This indemnification provision shall survive the completion or termination of this Agreement and remain in full force for any claims arising thereafter that relate to work performed under this Agreement.

12. Warranties

a. Workmanship Warranty

Partner warrants that all labor and workmanship provided under this Agreement shall be: performed in a professional, workmanlike manner consistent with industry best practices for low-voltage, CCTV, and network installations; free from defects in material, installation, and configuration for a period of twelve (12) months from the date of project completion or system acceptance, whichever is later ("Warranty Period"); and compliant with all applicable codes, regulations, and manufacturer installation guidelines.

During the Warranty Period, Partner shall, at its own cost and without delay, repair, replace, or correct any defective work. This includes service labor, travel time, and replacement materials necessary to return the system to operational status.

b. Exclusions

The warranty shall not apply to: damage caused by misuse, vandalism, acts of God, or modification by unauthorized personnel; systems altered or relocated after acceptance without Partner or Contractor involvement; power surges, lightning, or other electrical events outside design tolerances; or software updates or client IT infrastructure changes that materially alter system behavior after acceptance. Partner remains responsible, however, for improper grounding, environmental sealing, or cable routing that exposes the system to premature failure.

c. Remedy Procedure

Upon notification of a defect, Partner shall: acknowledge receipt within four (4) business hours; dispatch qualified personnel within the timeframe defined by the applicable SLA; complete repair or replacement within a commercially reasonable time; and submit a service report documenting the issue, root cause, and corrective action. Failure to comply may result in Contractor performing remedial work at Partner's expense.

d. Survival

Partner's warranty obligations shall survive project completion and termination of this Agreement. Warranty obligations do not limit Contractor's right to pursue additional remedies for gross negligence, fraud, or willful misconduct. Repeated failure to honor warranty service may result in removal from Contractor's approved vendor list.

13. Default

a. Definition of Default

Partner shall be considered in default under this Agreement if any of the following occur: failure to meet SLA performance or response times; failure to complete work within established milestones; performance of work not complying with specifications or codes; repeated warranty or quality issues indicating systemic deficiencies; failure to maintain required insurance, licenses, or permits; breach of Confidentiality, Code of Ethics, or Data-Security obligations; failure to correct non-conforming or unsafe work within the allowed cure period; abandonment of project or repeated missed appointments; non-payment of wages or failure to comply with labor laws; insolvency, bankruptcy, or assignment for the benefit of creditors; or any conduct that jeopardizes project integrity, client security, or Contractor's reputation.

b. Notice and Cure Period

Contractor shall provide Partner with written notice of default specifying the nature of the breach and corrective action required. Partner shall have five (5) business days (or less for urgent safety or client-impacting issues) to cure the default. For systemic or recurring issues, Contractor may require a formal Corrective Action Plan (CAP). If Partner fails to cure within the stated period, Contractor may exercise one or more remedies below.

c. Remedies for Default

Upon Partner's failure to cure, Contractor may: suspend payments until satisfactory corrective action is completed; terminate this Agreement for cause; engage another Partner or crew to complete or rework the job with all costs charged back to Partner; withhold retention or warranty payments until deficiencies are corrected; recover actual damages including costs incurred for repairs, lost productivity, and client penalties; and remove specific personnel whose performance or conduct violates Contractor or client standards.

d. Emergency or Critical Failures

In cases where Partner's default causes or threatens system outage, site security compromise, safety hazards, or violation of client SLAs, Contractor may take immediate corrective action without prior notice. Partner shall be liable for all reasonable costs incurred.

e. Accumulated Defaults

Three (3) or more documented defaults within any twelve-month period, even if cured, shall constitute material breach and may result in termination for cause and removal from Contractor's approved vendor list.

14. Termination

a. Termination for Convenience

Contractor may terminate this Agreement for any reason upon thirty (30) days' written notice. Upon receipt of such notice, Partner shall immediately discontinue affected work, secure the job site, and deliver all completed materials, drawings, documentation, and equipment paid for by Contractor. No payment shall be due for unperformed work, restocking fees, lost profit, or consequential damages arising from a convenience termination.

b. Termination for Cause

Contractor may terminate this Agreement immediately upon written notice if any of the following occur: default under Section 13 not cured within the specified cure period; breach of Confidentiality, Code of Ethics, Data Security, or Non-Solicitation provisions; repeated failure to meet SLA, warranty, or quality standards; failure to maintain required insurance, licenses, or safety compliance; negligence, willful misconduct, or gross incompetence; any act or omission causing or likely to cause client dissatisfaction, site outage, or reputational harm; or bankruptcy, insolvency, or cessation of business operations.

c. Partner Termination Rights

Partner may terminate this Agreement only upon thirty (30) days' written notice and only if Contractor has materially breached this Agreement and failed to cure such breach within that period. Partner shall continue performance on any active, time-critical, or client-committed projects until released in writing by Contractor.

d. Effect of Termination

Upon any termination: Partner shall immediately stop work, remove its personnel and equipment from job sites, and deliver to Contractor all as-built documentation, access credentials, passwords, and client-related materials. Contractor may apply any advance payments or retainage toward damages, back-charges, or rework required due to Partner's actions.

e. Transition and Cooperation

Partner shall provide reasonable transition support for a minimum of fifteen (15) days after termination, including turnover of all project data, system credentials, and technical details necessary for continued operation. No additional compensation shall be due for this transition unless specifically agreed in writing.

f. Termination Certification

Within ten (10) business days of termination, Partner shall certify in writing that: all Confidential Information has been returned or permanently destroyed; all access credentials and security devices have been surrendered; and no copies of drawings, passwords, or video data remain in Partner's possession. Failure to provide certification shall be treated as a continuing breach.

15. Dispute Resolution

Disputes shall first be resolved through good faith negotiation. If unresolved, the parties shall pursue mediation in Fulton County, GA. If still unresolved, disputes will be settled through binding arbitration under the rules of the American Arbitration Association.

16. Governing Law

This Agreement shall be governed by the laws of the State of Georgia.

17. Entire Agreement

This Agreement, including all exhibits, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements.