DIO Agreement / Key Terms

THIS MASTER SERVICE AGREEMENT (“Agreement”) is made and entered into this _____ day of __________, 20__ (“Effective Date”) between ____________________________ (“Contractor”) and ______________________________ (“Operator”). Contractor and Operator are also referred to as “party” and collectively as the “parties”. Subject to and in consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

WORK ORDERS. If at any time during the term of this Agreement, Operator either verbally or through one or more written work orders, delivery tickets, or other instruments, requests Contractor to supply or perform services, and Contractor agrees to perform those services, each such request regardless of form shall be deemed a “Work Order” governed by and subject to the terms and conditions of this Agreement. Agreements or stipulations in any Work Order that are contrary to any term of this Agreement shall be void, unless Contractor and Operator have expressly agreed in writing that such agreement or stipulation shall supersede the terms of this Agreement.

INVOICING; PAYMENT. Upon receipt of an invoice from Contractor, Operator shall pay Contractor for those services, equipment, and materials furnished by Contractor at the rates specified in Contractor’s Rate Schedule, attached and incorporated as Exhibit A, and the applicable Work Order. Operator shall have 30 days from the date of the invoice to pay the amount due thereon, or to notify Contractor in writing of a bona fide dispute asserted in good faith as to one or more of the invoice items. If Contractor has not received payment of the invoiced amount within 30 days from the date of the invoice, Contractor shall be entitled to claim and pursue all available legal and equitable remedies against Operator to recover the invoiced amounts (except amounts in dispute), and shall be entitled to recover from Operator all invoiced amounts not in dispute, plus Contractor’s collection and litigation costs (including attorney fees), plus interest on all amounts owed at the highest rate allowed by law.

Contractor agrees to pay all taxes, licenses, and fees levied or assessed on Contractor incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its agents, employees, and representatives.