VENDOR CONTRACT AGREEMENT

MADE this Effective Date - text (Date) BY AND BETWEEN TRWIB, INC., a Pennsylvania Nonprofit  Corporation, with its principal office(s) located at 650 Smithfield St., Suite 2400, Pittsburgh, PA 15222,  and its Federal Identification Number being 25-1898851, hereinafter called “PARTNER4WORK” AND  “Company name,” a “State of company” “Entity Type” Organization with its principal office(s) located at  “Company street address Company City, State Zip,” and its Federal Identification Number being “FIN,” hereinafter called “CONTRACTOR.”

WITNESSETH:

WHEREAS, PARTNER4WORK is a local workforce development board established under section 3122 of  the Workforce Innovation and Opportunity Act, 29 USCS § 3101 et seq. and/or its predecessor, the  Workforce Investment Act, 29 U.S.C. §§ 2801 et seq.; and

WHEREAS, CONTRACTOR is willing to accept the PARTNER4WORK engagement to provide services  described in Exhibit A under the terms and conditions set forth more fully below;  

WHEREAS, CONTRACTOR and PARTNER4WORK agree that PARTNER4WORK shall incur no obligation or  duty to make any disbursement hereunder this Agreement until PARTNER4WORK receives applicable  funds from its funding sources;  

AND WHEREAS, CONTRACTOR is suited for work on this project for its extensive experience in  ________________, and as a currently licensed business concern;

NOW, THEREFORE, in consideration of mutual premises contained herein and for other good and  valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PARTNER4WORK  and CONTRACTOR hereby agree as follows:

1. SCOPE OF SERVICES. PARTNER4WORK, engages CONTRACTOR as an independent contractor to  perform the Services, as more particularly detailed on the Statement of Work, attached as  Exhibit A, as the same may be amended from time to time (the "Services"), and CONTRACTOR agrees to perform such Services upon the terms and conditions stated therein (the “Scope of  Work”). CONTRACTOR accepts such engagement and covenants that CONTRACTOR will devote  and will cause its employees to devote their best efforts, knowledge and skill to the  performance of the Services and such additional services as may be mutually agreed upon by  PARTNER4WORK and CONTRACTOR. It is understood that the CONTRACTOR’s Services shall be  rendered at such times and places as directed by PARTNER4WORK.

2. TERM. Subject to the provisions, terms, and conditions of this Agreement, Services of the  CONTRACTOR shall start as of the Effective Date - text (Date) (the “Effective Date”) through the  Term End date (Text). The Term may be extended, at PARTNER4WORK’s sole discretion, to cover  any additional time during which the CONTRACTOR remains in control of any funds or other  assets covered by this agreement. Any such extension of the Term will be documented by  written amendment to this Agreement. Immediately upon termination of this Agreement as  provided in this Agreement, for any reason, or upon the expiration of its Term, CONTRACTOR shall immediately surrender, upon request, to PARTNER4WORK all documents, whether finished

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or unfinished, data, studies, reports, records, and any other written or computerized documents  or materials prepared by or on behalf of CONTRACTOR in performing the Services under this  Agreement.

3. COMPENSATION.

A. Payment of Funds. Subject to the receipt of funds from various government and/or other  funding sources, PARTNER4WORK shall disburse to CONTRACTOR, and CONTRACTOR shall  accept as full compensation from PARTNER4WORK for the performance of Services under  this Agreement an amount not to exceed  $<<[contract.formatNumber(contract.getAmount(), "#,###,###,###")]>> (“Contract Sum”)  as set forth in Exhibit C (“Budget”). CONTRACTOR shall be reimbursed only for costs in  accordance with the provisions, terms, and conditions of this Agreement.  

B. Contingency. The payment of funds to CONTRACTOR under the terms of this Agreement  shall be contingent on the receipt of such funds by PARTNER4WORK from applicable federal,  state and private funding sources and shall be subject to CONTRACTOR’S continued  eligibility to receive funds under the applicable provisions of state and federal laws and the  Notice of Award. If the award amount of funds that PARTNER4WORK receives from state  and federal funding sources is reduced, PARTNER4WORK reserves the right to reduce the  amount of funds awarded under, or to terminate, this Agreement. PARTNER4WORK also  reserves the right to deny payment for CONTRACTOR’S expenditures for Services where  invoices and/or other reports are not submitted by the deadlines specified in this  agreement. If PARTNER4WORK receives notice that said funds will not be provided or have  been reduced or terminated for any reason whatsoever, PARTNER4WORK will endeavor to  give written notice within ten (10) days of the receipt of such notice by PARTNER4WORK,  but failure to give such notice by PARTNER4WORK shall impose no obligation or liability of  any kind upon PARTNER4WORK. CONTRACTOR acknowledges that the availability of funding  may not be known until CONTRACTOR has performed its obligations under this agreement.  CONTRACTOR acknowledges that it still wishes to move forward with this agreement and  recognizes that it will receive good and valuable consideration by entering this agreement  even if it does not receive payment.  

4. METHOD OF PAYMENT.

PARTNER4WORK shall distribute the funds to CONTRACTOR as provided in Exhibit B. The  disbursement of funds under this Agreement by PARTNER4WORK to CONTRACTOR shall be on  the following basis:

A. PARTNER4WORK shall not be obligated to make any payments to CONTRACTOR until it has  received funds from various government and/or other funding sources.

B. All funds disbursed by PARTNER4WORK to the CONTRACTOR under this Agreement shall be  made pursuant to this Agreement and following receipt, review, and approval of a final  report on the Services. In addition:

i. Funds allocated hereunder shall only be disbursed upon receipt of invoices and  delivery of items outlined in the Scope of Services and;

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ii. Payment shall be made upon satisfactory performance of the Scope of Services as  determined by PARTNER4WORK and after receipt and approval by PARTNER4WORK  of an invoice certified by an officer or officers of CONTRACTOR, itemizing the rates  and charges set forth therein.

C. CONTRACTOR shall not incur any costs directly or indirectly for the Services beyond the  Term of this Agreement.

D. In no event, shall the amount disbursed to the CONTRACTOR by PARTNER4WORK under this  Agreement exceed the amount set forth in this Agreement and such amount shall be  disbursed to the CONTRACTOR by PARTNER4WORK in accordance with the provisions,  terms, and conditions of this Agreement.

E. If applicable, budget line items may not be altered unless a formal written request for  modification with a detailed justification is submitted to and approved in advance by  PARTNER4WORK in writing. A revised Line Item Project Budget must be submitted in  conjunction with any budget modification request.  

5. RECORD RETENTION AND ACCESS. CONTRACTOR shall maintain all fiscal records relating to this  contract for at least SEVEN (7) years from the date of completion of CONTRACTOR's duties  under this Agreement. If this contract is canceled for any reason, CONTRACTOR is responsible  for providing all fiscal records that relate to this contract to PARTNER4WORK. If CONTRACTOR  receives notice of any litigation or claim involving the grant award or otherwise relating to this  agreement, CONTRACTOR shall retain records until otherwise instructed by PARTNER4WORK.

6. COOPERATION IN MONITORING AND EVALUATION. CONTRACTOR shall cooperate fully with  any reviews or audits of the activities under this Agreement by authorized representatives of  PARTNER4WORK or federal of state agency and CONTRACTOR agrees to ensure to the extent  possible the cooperation of its agents, employees and board members in any such reviews and  audits. This provision shall survive the expiration or termination of this Agreement.

7. INDEPENDENT CONTRACTOR RELATIONSHIP. CONTRACTOR shall act as an independent  contractor to PARTNER4WORK and nothing contained in this Agreement shall be construed to  create the relationship of employer and employee, a partnership, or participants in a joint  venture of any kind or nature. CONTRACTOR shall have no authority to enter any binding  contracts with third parties on behalf of PARTNER4WORK, unless otherwise requested in writing  by PARTNER4WORK to do so. CONTRACTOR shall be responsible for any liabilities, costs, fees,  and expenses, including applicable unemployment compensation insurance and workers'  compensation insurance, of CONTRACTOR's employees and agents

8. ASSURANCES AND CERTIFICATIONS. CONTRACTOR hereby acknowledges and agrees to comply  with all relevant statutory, regulatory and policy provisions related to CONTRACTOR’s  performance under this Agreement, including, without limitation:

A. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

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i. CONTRACTOR shall know, fully obey and comply with all applicable federal, state,  and local laws, ordinances, Executive Orders and any administrative regulations duly  made in accordance therewith which are applicable to the Services performed  under this Agreement. This specifically includes, but it not limited to, all  requirements under The Workforce Innovation and Opportunity Act, 29 USCS §  3101 et seq. and/or its predecessor, the Workforce Investment Act, 29 U.S.C. §§  2801 et seq..; the Federal Lobbying Disclosure Act, 2 U.S.C. § 1601 et seq. ("FLDA");  The Family Educational Rights and Privacy Act of 1974, 20 U.S.C. § 1232g, 34 C.F.R.  Part 99 ("FERPA"); and The Pennsylvania Right-to-Know Law, 65 P.S. § 67.101 et seq.  ("RTKL"). CONTRACTOR’s responsibilities under the RTKL shall survive the  termination of this Agreement and shall continue if CONTRACTOR possesses any  information covered by the RTKL. CONTRACTOR agrees to comply with the  requirements set forth in Exhibit F, relating to the RTKL.

ii. CONTRACTOR shall not: (a) influence or attempt to influence any Commonwealth  employee to breach any standards of ethical conduct for Commonwealth employees  or to breach any other commonwealth or federal law or regulation; (b) offer, give,  or agree or promise to give any gratuity to any government official, employee or any  other person if acceptance would violate the terms of any code of conduct or any  statute, regulation, statement of policy, management directive or any other  published standard of the Commonwealth of Pennsylvania; (c) directly or indirectly  offer, confer or agree to confer any pecuniary benefit on anyone as consideration  for a decision, opinion, recommendation, vote or other exercise of discretion or  violation of a known legal duty; (d) accept or agree to accept from any person, any  gratuity in connection with the performance of the Scope of Work; (e) disclose any  information, documents or other data provided by or prepared for  PARTNER4WORK, except as required by the RTKL other law, as consented to in  writing by the Commonwealth of Pennsylvania or PARTNER4WORK, or as otherwise  provided in this Agreement.

iii. CONTRACTOR shall cooperate with any investigation of alleged breaches of these  ethical standards conducted by the Office of Inspector General and understands  that breach of this Section of the Agreement may lead to immediate termination of  the Agreement by PARTNER4WORK and other remedies set forth in this Agreement.

B. FEDERAL AND GRANT REQUIREMENTS. In addition to the above requirements,  CONTRACTOR shall comply with all applicable provisions of the laws, regulations and  Executive Orders cited, and agrees to be subject to all other applicable requirements and  provisions contained below:

i. Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (P.L. 91- 646), Titles II & III (42 U.S. 1437(c), 1437(f), 4601, 4602, 4621-4636, 4638, 4651-4655  et seq.);

ii. “Government Audit Standards”, 1994 Revisions, by the Comptroller General of the  United States, General Accounting Office”;

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iii. United States Code, as amended, Sections 1501-1508 of Title 5, (formerly the Hatch  Act) Political Activity Information;

iv. Commonwealth of Pennsylvania’s Governor’s Office’s Management Directive 215.6,  as amended, “Contract Management”;

v. Flood Disaster Protection Act;  

vi. Balanced Budget Act of 1997;

vii. Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7) and as supplemented by  Department of Labor regulations (29 CFR part 5, “Labor Standards Provisions  Applicable to Contracts Governing Federally Financed and Assisted Construction”).  Under this Act, CONTRACTOR shall be required to pay wages to laborers and  mechanics at a rate not less than the minimum wages specified in a wage  determination made by the Secretary of Labor. In addition, CONTRACTORs shall be  required to pay wages not less than once a week. The recipient shall place a copy of  the current prevailing wage determination issued by the Department of Labor in  each solicitation and the award of a contract shall be conditioned upon the  acceptance of the wage determination. The recipient shall report all suspected or  reported violations to the Federal awarding agency.

viii. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act  (33 U.S.C. 1251 et seq.), the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et  seq), Section 106 of the National Historic Preservation Act of 1966 (16 U.S.C. 470),  EO 11593, the Archaeological and Historic Preservation Act of 1974, the Laboratory  Animal Welfare Act of 1966, the Lead-Based Paint Poisoning Prevention Act (42  U.S.C. 4801 et seq., as amended. The recipient shall report all suspected or reported  violations to the Federal awarding agency and the regional office of the  Environmental Protection Agency.

ix. All applicable requirements of all other Federal and State laws, executive orders,  regulations and policies governing this program.

C. PROHIBITION ON LOBBYING. CONTRACTOR assures that it will comply with the  requirements of the Federal Lobbying Act. In addition, CONTRACTOR certifies that:

i. CONTRACTOR shall not use any funds received pursuant to this Agreement for (A)  publicity or propaganda purposes; or (B) the preparation, distribution, or use of any  kit, pamphlet, booklet, publication, electronic communication, radio, television, or  video presentation designed to support or defeat (i) the enactment of legislation  before Congress or any State or local legislature or legislative body; or(ii) any  proposed or pending regulation, administrative action, or order issued by the  executive branch of any State or local government; and

ii. CONTRACTOR shall not use any funds received pursuant to this Agreement to pay  the salary or expenses of any grant or contract recipient, or agent acting for such  recipient, related to any activity designed to influence the enactment or issuance of  legislation, appropriations, regulations, administrative action, or an Executive order  proposed or pending before Congress or any State government, or a State or local  legislature or legislative body; and

iii. This certification is a material representation of fact upon which reliance was placed  when this transaction was made or entered. Submission of this certification is a  prerequisite for making or entering this transaction imposed by Section 1352, Title  31, U.S. Code. Any person who fails to file the required certification shall be subject

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to a civil penalty of not less than $10,000 and not more than $100,000 for each such  failure. CONTRACTOR hereby agrees that all CONTRACTORs under this Agreement  shall include this certification.

iv. CONTRACTOR shall comply with the requirements of the Lobbying Disclosure Act, 65  Pa.C.S. 13A01, et seq. and the regulations promulgated pursuant to that law, if  applicable.

v. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). If applicable, CONTRACTORs that  apply or bid for an award of $100,000 or more must file the required certification.  Each tier certifies to the tier above that it will not and has not used Federal  appropriated funds to pay any person or organization for influencing or attempting  to influence an officer or employee of any agency, a member of Congress, officer or  employee of Congress, or an employee of a member of Congress in connection with  obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.  Each tier must also disclose any lobbying with non-Federal funds that takes place in  connection with obtaining any Federal award. Such disclosures are forwarded from  tier to tier up to the non-Federal award.

D. NONDISCRIMINATION; SEXUAL HARASSMENT; AFFIRMATIVE ACTION 

i. Equal Opportunity. The Equal Opportunity clause provided in 41 C.F.R. 60-1.4(b), in  accordance with Executive Order 11246, ‘‘Equal Employment Opportunity’’ (30 FR  12319, 12935, 3 CFR Part, 1964– 1965 Comp., p. 339), as amended by Executive  Order 11375, ‘‘Amending Executive Order 11246 Relating to Equal Employment  Opportunity,’’ and implementing regulations at 41 CFR part 60, ‘‘Office of Federal  Contract Compliance Programs, Equal Employment Opportunity, Department of  Labor,’’ is incorporated herein by reference.

ii. CONTRACTOR agrees to comply with applicable local and state civil rights laws and  with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights  Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and  Community Development Act of 1974 as amended, Section 504 of the Rehabilitation  Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act  of 1975, Executive Order 11063, and Executive Order 11246 as amended by  Executive Orders 11375, 11478, 12107 and 12086.  

iii. CONTRACTOR shall not discriminate in its employment based on race, color,  religion, ancestry, national origin, place of birth, sex, age, disability, non-job related  handicap, or sexual orientation. CONTRACTOR shall comply with the applicable  provisions of the Pittsburgh Code, Title Six - Conduct, Article V - Discrimination, and  any amendments thereto. CONTRACTOR shall also comply with the applicable  provisions of Title I and Title II of the Americans with Disabilities Act, and any  amendments thereto and any regulations issued thereunder.  

iv. CONTRACTOR agrees to comply with the nondiscrimination in employment and  contracting opportunities laws, regulations and executive orders referenced in 24  CFR 570.607, as revised by Executive Order 13279 and any future amendments.  CONTRACTOR acknowledges that the applicable nondiscrimination provisions in

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Section 109 of the HCDA are still applicable.

v. CONTRACTOR agrees to comply with all Federal regulations issued pursuant to  compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which  prohibits discrimination against the individuals with disabilities or handicaps in any  Federally assisted program.

vi. CONTRACTOR shall not discriminate on the basis of age under the Age  Discrimination Act of 1975 (42 U.S.C. 6101 et seq.), on the basis of disability under  section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), on the basis of sex  under title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.), or on  the basis of race, color, or national origin under Title VI of the Civil Rights Act of  1964 (42 U.S.C. 2000d et seq.), drug abuse under the Drug Abuse Office and  Treatment Act of 1972, alcohol abuse or alcoholism under the Comprehensive  Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of  1970, as amended, Sections 23 and 527 of the Public Health Services Act of 1912  (relating to confidentiality of alcohol and drug abuse patient records, Title VIII of the  Civil Rights Act of 1968 (sale, rental or financing of house), Section 104(b) and  Section 109 of Title I of the Housing and Community Development Act of 1974 as  amended, and any other nondiscrimination provisions in the specific statute(s)  under which Federal assistance is utilized. CONTRACTOR shall not in any manner  discriminate against or intimidate any of its employees because of gender, race,  creed, national origin or sexual identity.

vii. No individual shall be excluded from participation in, denied the benefits of,  subjected to discrimination under, or denied employment in the administration of  or about, any such program or activity because of race, color, religion, sex (except as  otherwise permitted under title IX of the Education Amendments of 1972), national  origin, age, disability, or political affiliation or belief.  

viii. In hiring of any employee(s) for the manufacture of supplies, performance of work,  or any other activity required under an applicable grant agreement or any subaward  agreement, contract or subcontract, CONTRACTOR or any person acting on behalf of  CONTRACTOR, shall not discriminate in violation of the Pennsylvania Human  Relations Act (“PHRA”) and applicable federal laws against any citizen of this  Commonwealth who is qualified and available to perform the work to which the  employment relates.

ix. CONTRACTOR or any person acting on behalf of CONTRACTOR shall not discriminate  in violation of the PHRA and applicable federal laws against or intimidate any of its  employees.

x. CONTRACTOR shall establish and maintain a written nondiscrimination and sexual  harassment policy and shall inform their employees of the Policy. The Policy must  contain a provision that sexual harassment will not be tolerated and employees who  practice it will be disciplined. CONTRACTOR shall disseminate notice to all  employees of the existence of such policy. Posting this Nondiscrimination/Sexual  Harassment Clause conspicuously in easily-accessible and well-lighted places

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customarily frequented by employees and at or near where the grant services are  performed shall satisfy this requirement.

xi. CONTRACTOR shall not discriminate in violation of the PHRA and applicable federal  laws against any subgrantee, contractor, CONTRACTOR or supplier who is qualified  to perform the work to which the grant relates.

xii. CONTRACTOR represents that it is presently in compliance with and will maintain  compliance with all applicable federal, state, and local laws and regulations relating  to nondiscrimination and sexual harassment. CONTRACTOR represents that it has  filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S.  Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1  report with the EEOC as required for employers subject to Title VII of the Civil Rights  Act of 1964, as amended, that have 100 or more employees and employers that  have federal government contracts or first-tier subcontracts and have 50 or more  employees. CONTRACTOR will, upon request and within time periods requested by  PARTNER4WORK and/or the Commonwealth, furnish all necessary employment  documents and records, including EEO-1 reports, and permit access to their books,  records, and accounts by the granting agency and the Bureau of Small Business  Opportunities (“BSBO”), for ascertaining compliance with the provisions of this  Nondiscrimination/Sexual Harassment Clause.

xiii. No funds may be used to support any religious or anti-religious activity.

xiv. Participants shall not be employed to carry out the construction, operation, or  maintenance of any part of any facility that is used or to be used for sectarian  instruction or as a place for religious worship (except with respect to the  maintenance of a facility that is not primarily or inherently devoted to sectarian  instruction or religious worship, in a case in which the organization operating the  facility is part of a program or activity providing services to participants).  

xv. No person may discriminate against an individual who is a participant in a program  or activity associated with this Agreement with respect to the terms and conditions  affecting, or rights provided to, the individual, solely because of the status of the  individual as a participant. 29 USC 3248(a)(4).

xvi. Participation in programs and activities or receiving funds under this Agreement  shall be available to citizens and nationals of the United States, lawfully admitted  permanent resident aliens, refugees, asylees, and parolees, and other immigrants  authorized by the Attorney General to work in the United States.

xvii. CONTRACTOR will use its best efforts to afford small businesses, minority business  enterprises and women’s business enterprises the maximum practicable  opportunity to participate in the performance of this contract. As used in this  contract, the terms “small business” means a business that meets the criteria set  forth in Section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and  “minority and women’s business enterprise” means a business at least fifty-one (51)  percent owned and controlled by minority group members or women. For the

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purposes of this definition, “minority group members” are Black Americans,  Hispanic Americans, Native Americans, Asian Pacific Americans, and other  minorities, or any other individual found to be disadvantaged by the Administration  pursuant to Section 8(a) of the Small Business Act, as amended. The CONTRACTOR  may rely on written representations by businesses regarding their status as minority  and female business enterprises in lieu of an independent investigation.

xviii. CONTRACTOR shall incorporate in any subcontracts which may be permitted under  the terms of this Agreement a requirement that said CONTRACTORs also comply  with the provisions of this Section. CONTRACTOR shall, in all solicitations or  advertisements for employees placed by or on behalf of the CONTRACTOR, state  that it is an Equal Opportunity or Affirmative Action employer. CONTRACTOR  understands that a breach of this Section may result in termination or cancellation  of this Agreement and subject CONTRACTOR to the Remedies set forth in this  Agreement.

E. LABOR STANDARDS 

i. CONTRACTOR shall not use any funds provided under this Agreement to pay the  wages of incumbent employees during their participation in economic development  activities provided through a statewide workforce development system.

ii. Participating employees shall not displace (including a partial displacement, such as  a reduction in the hours of no overtime work, wages, or employment benefits) any  currently employed employee (as of the date of the participation).

iii. Participating employees shall not impair an existing contract for services or  collective bargaining agreement, and no such activity that would be inconsistent  with the terms of a collective bargaining agreement shall be undertaken without the  written concurrence of the labor organization and employer concerned.

iv. A participating employee shall not be employed in a job if-- (A) any other individual  is on layoff from the same or any substantially equivalent job; (B) the employer has  terminated the employment of any regular employee or otherwise reduced the  workforce of the employer with the intention of filling the vacancy so created with  the participant; or (C) the job is created in a promotional line that will infringe in any  way upon the promotional opportunities of currently employed individuals (as of  the date of the participation).

v. Health and safety standards established under Federal and State law otherwise  applicable to working conditions of employees shall be equally applicable to working  conditions of on-the-job training employees.  

vi. Workers Compensation. To the extent that Pennsylvania workers’ compensation law  applies, the CONTRACTOR hereby certifies that it has accepted the provisions of the  Workers' Compensation and Occupational Disease Acts, as amended and  supplemented, insofar as the work covered by this Agreement is concerned, and  that it has insured its liability thereunder in accordance with the terms of said Acts,

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or has duly filed a proper certificate of exemption from insurance with the  Pennsylvania Department of Labor and Industry.

vii. Participating employees shall be provided benefits and working conditions at the  same level and to the same extent as other trainees or employees working a similar  length of time and doing the same type of work.

viii. New hires cannot have worked for the vendor in any capacity — including past employee, CONTRACTOR, leased or temporary — or be related to the business  owner.  

ix. Persons previously employed by this CONTRACTOR may not be considered for skills  training in a same, similar or upgraded position.  

x. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701–3708). Where  applicable, all contracts awarded by the PARTNER4WORK entity in excess of  $100,000 that involve the employment of mechanics or laborers must include a  provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by  Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act,  each contractor must be required to compute the wages of every mechanic and  laborer on the basis of a standard work week of 40 hours. Work in excess of the  standard work week is permissible provided that the worker is compensated at a  rate of not less than one and a half times the basic rate of pay for all hours worked  in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are  applicable to construction work and provide that no laborer or mechanic must be  required to work in surroundings or under working conditions which are unsanitary,  hazardous or dangerous. These requirements do not apply to the purchases of  supplies or materials or articles ordinarily available on the open market, or contracts  for transportation or transmission of intelligence.  

F. RESPONSIBILITY AND INTEGRITY. 

i. Taxes. CONTRACTOR certifies that it is current in the payment of all applicable  federal, state, and local taxes, as well as filing all applicable returns or reports for  these taxes and has no other Commonwealth obligations. If PARTNER4WORK determines that there is an outstanding delinquency, CONTRACTOR hereby grants  PARTNER4WORK the right to set-off that indebtedness against any amounts owing  to CONTRACTOR under the terms of this Agreement. PARTNER4WORK reserves the  right to apply setoff payments in whatever manner it deems appropriate.

ii. Debarment.CONTRACTOR certifies that its officers or employees have not been  proposed for debarment, debarred or suspended, or otherwise excluded from or  ineligible to participate in Federal or state assistance programs.  

iii. CONTRACTOR further certifies that, if it becomes delinquent in the payment or  taxes if any suspension or debarment should occur during the Term of this  Agreement, CONTRACTOR will report such event to PARTNER4WORK. Such report  shall be sent as a written notice addressed to the Chief Executive Officer of

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PARTNER4WORK, signed and dated by CONTRACTOR, postmarked within ten days of  the reportable event, and in form and substance substantially like that provided in  Exhibit H hereto.  

iv. CONTRACTOR agrees to reimburse the Commonwealth for the reasonable costs of  investigation of its suspension or debarment. Such costs shall include, but shall not  be limited to, salaries of investigators, including overtime; travel and lodging  expenses; and expert witness and documentary fees.

v. CONTRACTOR agrees to the CONTRACTOR INTEGRITY PROVISIONS set forth in  Exhibit I hereto.  

vi. CONTRACTOR shall cooperate with any investigation of alleged breaches of these  ethical standards of the Office of Inspector General and understands that breach of  CONTRACTOR Integrity Provisions contained in this Section may lead to immediate  termination of the Agreement, suspension of CONTRACTOR from conducting any  future business with the Commonwealth of Pennsylvania and other Remedies set  forth in this Agreement.

G. USE OF FUNDS 

i. The funds may not be used to promote, assist or deter union organization.  

ii. CONTRACTOR further agrees to abide by the Section 511 of the Consolidated  Appropriations Act, 2010 (P.L. 111-117, Division E) that no funds shall be directly or  indirectly provided to the Association of Community Organizations for Reform Now  (ACORN) or any of its subsidiaries.  

iii. No funds shall be used for employment generating activities, investment in  revolving loan funds, capitalization of businesses, investment in contract bidding  resource centers, economic development activities, or similar activities, that are not  directly related to training for eligible individuals.  

iv. No funds received shall be used for foreign travel.

v. No funds provided under this title shall be used to pay the wages of incumbent  employees during their participation in economic development activities provided  through a statewide workforce development system.

H. MISCELLANEOUS 

i. CONTRACTOR certifies that it will abide by the Commonwealth requirements  regarding Small Disadvantaged Business (SDB) utilization, including but not limited  to the requirements of the Bureau of Minority & Women Business Opportunities,  (BMWBO) Office and that it has read and will abide by the requirements of the  "Special Provisions for Invitations for Bids, Certified SDB." See www.dgs.state.pa.us,  DGS Keyword: BMWBO; Federal Vendor database is available at  http://www.sba.gov/.

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ii. CONTRACTOR assures that it will comply with the Fair Labor Standards Act of  1938 also known as Child Labor Laws, as applicable. Child Labor Laws (29 USC  203): Employment of Minors Between Fourteen (14) and Sixteen (16) Years of  Age (Subpart C), Occupations Particularly Hazardous for the Employment of  Minors Between Sixteen (16) and Eighteen (18) Years of Age or Detrimental to  Their Health or Well-being (subpart E).

iii. CONTRACTOR will comply with the requirements of the federal Drug-Free Work  Place Act. CONTRACTOR will comply with the applicable requirements of the federal  Fair Labor Standards Act, the Pennsylvania Child Labor Law, the Pennsylvania  Minimum Wage standards and any Safety Rules and/ or Procedures required by the  Occupational Safety and Health Administration (OSHA), the Pennsylvania  Department of Labor and Industry or any other regulatory agency.

iv. In the event the Agreement calls for services to minors, CONTRACTOR shall comply  with and obtain all clearances required by law, including, without limitation, the  Child Protective Services Law, 23 Pa.C.S. § § 6301—6385 and all regulations  promulgated thereunder.  

v. CONTRACTOR agrees to comply with the requirements of the Pro-Children Act of  1994; Public Law 103-277, Part C-Environmental Tobacco Smoke (also known as Pro Children Act of 1994) which requires that smoking not be permitted in any portion  of any indoor facility owned or leased or contracted by an entity and used routinely  or regularly for the provision of heath care services, day care and education to  children under the age of 18, if the services are funded by Federal programs  whether directly or through State and Local governments.

vi. Clearances.  

a. Generally, when required by applicable law or regulation, CONTRACTOR shall  require all applicants for employment with CONTRACTOR to submit with an  application, prior to initiating employment, a report of Criminal History Record  information from the Pennsylvania State Police or a statement from the  Pennsylvania State Police that the State Police Central Repository contains no  such information relating to that person obtained within ninety (90) days of the  date of application for employment. CONTRACTOR shall maintain the Criminal  History Record Information in the applicant's file and shall use the information  of felony and misdemeanor convictions to the extent to which they relate to the  applicant's suitability for employment in the position for which he/she has  applied. CONTRACTOR shall provide written notice to PARTNER4WORK if any  agent, servant, or employee of CONTRACTOR is charged and/or convicted of any  crime that would relate to the ability of the agent, servant, or employee of  CONTRACTOR to provide or perform the Services.

b. Additional Requirements relating to Minors. CONTRACTOR shall obtain all  clearances required by law. At a minimum, CONTRACTOR shall maintain the  following clearances for all CONTRACTOR staff and volunteers and worksite staff

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and volunteers having direct interaction with minors: Pennsylvania State Police  Criminal History Reports, Pennsylvania Department of Public Welfare Child  Abuse History Reports and Clearances, and FBI background clearances.

9. REPORTING REQUIREMENTS.  

A. CONTRACTOR shall submit to PARTNER4WORK, concurrently with the execution of this  Agreement, the data or documents listed in Exhibit G (the "Required Submissions"). The  Required Submissions shall be sent in writing and in form and substance substantially like  that provided in the form Disclosure Letter attached hereto as Exhibit G. CONTRACTOR shall  provide a PARTNER4WORK Notification Form if any submitted information changes during  the Term (as defined below) of this Agreement. If any reportable event, as provided herein,  should occur during the Term of this Agreement, CONTRACTOR shall submit to  PARTNER4WORK within ten days of the event, a written PARTNER4WORK Notification Form  in form and substance substantially like that provided in Exhibit H hereto.

B. Failure to provide such information, or any information requested by PARTNER4WORK  pursuant to this Agreement shall result in a material default.

10. INTERRUPTION: POSTPONEMENT; ABANDONMENT. PARTNER4WORK has the right to suspend,  postpone or abandon the Services if PARTNER4WORK determines in its sole discretion that such  suspension, postponement or abandonment is in the best interests of PARTNER4WORK In the  event the Services are suspended, postponed or interrupted, CONTRACTOR shall not be entitled  to any further payment for such Services, or any part thereof, beyond and in excess of the  amount due at that time, and final payment shall be based on the proportionate amount of the  funds earned to such date. If required for the satisfactory completion of the Services, or any  phase thereof, CONTRACTOR may be reimbursed for extra costs that are actually and necessarily  incurred provided PARTNER4WORK provides prior written approval.

11. CONFIDENTIAL INFORMATION; RIGHTS TO INTELLECTUAL PROPERTY.

A. See Exhibit E for the Confidentiality Agreement attached to this Agreement. In addition:

B. All work performed by CONTRACTOR for PARTNER4WORK hereunder shall be deemed to be  "work for hire" and shall become the sole and exclusive property of PARTNER4WORK.  CONTRACTOR hereby assigns to PARTNER4WORK (and agrees to cause any personnel of  CONTRACTOR performing the Services hereunder to assign to PARTNER4WORK) all of their  respective right, title, and interest in and to any and all intellectual property rights,  discoveries, inventions (whether patentable or not), technological innovations,  improvements, and copyrightable works directly or indirectly created, prepared or  otherwise discovered by him in connection with, or as a result of, CONTRACTOR's performance of its obligations under this Agreement (collectively, the "Intellectual  Property"). At the request of PARTNER4WORK, both during the Term of this Agreement and  thereafter, CONTRACTOR shall (and shall cause any personnel of CONTRACTOR performing  Services hereunder to) perform all lawful acts and execute, acknowledge, and deliver any  documents deemed by PARTNER4WORK to be necessary or advisable to vest or maintain in  PARTNER4WORK all right, title, and interest in and to the Intellectual Property or any  portion thereof.

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C. Promptly upon the request of PARTNER4WORK and in any event promptly upon the  termination of this Agreement, CONTRACTOR shall deliver to PARTNER4WORK any and all  tangible embodiments (regardless of form or media) of the Confidential Information and any  and all materials relating to any of the Intellectual Property, technological innovations,  improvements, or copyrightable works produced in connection with this Agreement and  which are then in CONTRACTOR's possession or subject to its control. CONTRACTOR shall  not retain any copies, excerpts, or portions of any of the foregoing or any derivations  therefrom.

D. CONTRACTOR will follow the confidentiality requirements for wage and education records  required by the Family Educational Rights and Privacy Act of 1974 (FERPA), 20 U.S.C.  §1232g; 34 CFR Part 99, as amended, WIOA and applicable departmental regulations.

E. Rights to Inventions Made Under a Contract or Agreement. If applicable, CONTRACTOR must  comply with the requirements of 37 CFR Part 401, ‘‘Rights to Inventions Made by Nonprofit  Organizations and Small Business Firms Under Government Grants, Contracts and  Cooperative Agreements,’’ and any implementing regulations issued by the awarding  agency.

12. INDEMNIFICATION. CONTRACTOR hereby agrees to indemnify, save and holds harmless, and  defend PARTNER4WORK, its officers, agents and employees from and against all liens, charges,  claims, demands, losses, costs, judgments, liabilities, and damages of every kind and nature  whatsoever, including courts costs and attorney’s fees arising by reason of: the performance by  CONTRACTOR of any services under this Agreement; any act, error or omission of CONTRACTOR  or of an agent, employee, licensee, CONTRACTOR or subcontractor of CONTRACTOR; and any  breach by CONTRACTOR of any of the terms conditions or provisions of this Agreement. It is the  intent of the parties that this provision shall survive the expiration of the term of this  Agreement.

13. SUBCONTRACTING. None of the Services covered by this Agreement shall be subcontracted  without the prior written approval of PARTNER4WORK, which shall not be unreasonably  withheld. CONTRACTOR shall be bound by all the terms and conditions of this Agreement.

14. INSURANCE. CONTRACTOR agrees that all individuals involved in this Agreement are covered  by any applicable insurances (e.g., Workers’ Compensation, Unemployment Compensation,  Social Security or Liability Insurance) and that CONTRACTOR is responsible for paying said  premiums.

Specifically, prior to or upon execution of this Agreement by PARTNER4WORK, CONTRACTOR  shall provide certificates of insurance duly executed by the officers or authorized  representatives of a responsible and non-assessable insurance company, evidencing the  following coverage and identifying PARTNER4WORK and any other entity designated by  PARTNER4WORK as an additional insured, which insurance will be occurrence (rather than  claims-made) and non-cancelable except upon thirty (30) days prior written notice to  PARTNER4WORK:

A. Comprehensive Commercial General Liability Insurance policy, covering all Services to be

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performed and all obligations assumed under the terms of this Agreement, with limits of not  less than One Million Dollars ($1,000,000) per occurrence and Aggregate of not less than  Two Million Dollars ($2,000,000).  

B. Automobile Liability Insurance policy, with limits of not less than One Million Dollars  ($1,000,000) per occurrence, combined single limit for bodily injury (including death) and  property damage liability covering all owned, non-owned, and hired vehicles.

C. Workers' Compensation Insurance in compliance with the Pennsylvania Workers'  Compensation Act.  

D. Privacy/Cyber Liability Security Insurance, not less than one million dollars ($1,000,000) to  include breach remediation, notification expenses, and ongoing credit monitoring. Coverage  should include unauthorized access and use, failure of security, breach of confidential  information, as well as breach mitigation costs and regulatory coverage.

E. CONTRACTOR shall maintain the above insurance throughout the Term of this Agreement.  Cyber Insurance shall be maintained throughout the record retention period.

15. ABSENCE OF RIGHTS IN THIRD PARTIES. No provision of this Agreement shall be construed in  any manner to create any rights in third parties who are not signatories to this Agreement. It  shall be interpreted solely to define specific duties and responsibilities between  PARTNER4WORK and CONTRACTOR, and shall not provide any basis for claims of any other  individual, partnership, corporation, organization, or municipal entity.

16. NOTICES. All notices required or permitted to be given to either party under this Agreement  shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by  overnight courier, mailed by United States certified mail, postage prepaid, sent by facsimile or e mail, in each case properly addressed to such party at the address set forth below for such  party, or to such other address as such party may specify by written notice duly given in  accordance with the requirements of this Section:

If to PARTNER4WORK: PARTNER4WORK

Attn: Contract Administrator

650 Smithfield St., Suite 2400

Pittsburgh, PA 15222

Email: contracts@partner4work.org 

Fax: (412) 552-7091

If to CONTRACTOR: “Company name

Attn: ATTN: Contact Full Name

“Company street address

Company City, State Zip

Any notice given in accordance with the requirements of this Section shall be deemed to have  been duly given upon receipt thereof by the party to which such notice is addressed.

17. ASSIGNMENT. CONTRACTOR shall not assign this Agreement or any right to funds to be paid  hereunder without the written consent of PARTNER4WORK, which shall be absolute. Any

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assignments shall be evidenced in writing and this Agreement shall be binding upon the parties  and their respective successors and assigns.  

18. AMENDMENT. This Agreement and the Statement of Work contain all terms and conditions  agreed upon by the parties hereto, and no other agreement, oral or otherwise, regarding the  subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto.  In addition:

A. The parties may amend this Agreement at any time if such amendments make specific  reference to this Agreement, and are executed in writing, signed by a duly authorized  representative of each organization. Such amendments shall not invalidate this Agreement,  nor relieve or release the parties from their obligations under this Agreement.  

B. PARTNER4WORK may, in its discretion, amend this Agreement to conform with Federal,  state or local governmental guidelines, policies and available funding amounts, or for other  reasons. If such amendments result in a change in the funding, the scope of services, or  schedule of the activities to be undertaken as part of this Agreement, such modifications will  be incorporated only by written amendment signed by both parties.  

19. APPLICABLE LAW. This Agreement shall be construed under the laws of the Commonwealth of  Pennsylvania, without regard to conflicts of law provisions.

20. SUSPENSION OR TERMINATION.

A. If CONTRACTOR fails to comply with Federal statutes, regulations or the terms and  conditions of a Federal award, PARTNER4WORK may impose additional conditions, as  described in 2 C.F.R. 200.207 (Specific conditions). If PARTNER4WORK determines that  noncompliance cannot be remedied by imposing additional conditions, PARTNER4WORK  may take one or more of the following actions, as appropriate in the circumstances:

i. Temporarily withhold cash payments pending correction of the deficiency by the  CONTRACTOR or more severe enforcement action by PARTNER4WORK.

ii. Disallow (that is, deny both use of funds and any applicable matching credit for) all  or part of the cost of the activity or action not in compliance.

iii. Wholly or partly suspend or terminate the Federal award.

iv. Recommend that the federal awarding agency initiate suspension or debarment  proceedings as authorized under 2 CFR part 180 and Federal awarding agency  regulations.

v. Withhold further Federal awards for the project or program.

vi. Take other remedies that may be legally available.

B. In addition to The Agreement may be terminated in whole or in part as follows:

i. By PARTNER4WORK if CONTRACTOR fails to comply with the terms and conditions  of a Federal award;

ii. By PARTNER4WORK for cause;

iii. By PARTNER4WORK with the consent of the CONTRACTOR, in which case the two  parties must agree to the termination conditions, including the effective date and, in  the case of partial termination, the portion to be terminated; or

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iv. By the CONTRACTOR upon sending to PARTNER4WORK written notification setting  forth the reasons for such termination, the effective date, and, in the case of partial  termination, the portion to be terminated. However, if PARTNER4WORK determines  in the case of partial termination that the reduced or modified portion of the  Federal award or subaward will not accomplish the purposes for which the Federal  award was made, PARTNER4WORK may terminate the Federal award in its entirety.

C. PARTNER4WORK may provide written notification to CONTRACTOR when monitoring  reports show nonperformance. CONTRACTOR may be given a time frame to initiate  corrective action or respond to the report. If no corrective action is taken or permitted, the  contract will be terminated. Time frames for corrective action will be determined at the sole  discretion of PARTNER4WORK and set forth in the monitoring letter.

D. PARTNER4WORK shall be liable only for payment for Services rendered prior to the effective  date of termination. If this Agreement is terminated pursuant to subparagraphs (B)(i) or  (B)(ii) PARTNER4WORK may assume the duties or replace CONTRACTOR and prosecute the  same to completion by contract or otherwise, and CONTRACTOR shall be liable for any  additional costs incurred by PARTNER4WORK. PARTNER4WORK may withhold any payments  to CONTRACTOR to set-off or partial payment of amounts owed to PARTNER4WORK by  CONTRACTOR.

E. Notwithstanding the foregoing, PARTNER4WORK may immediately terminate this  Agreement if the federal grant which funds the Scope of Work is terminated for any reason  or if CONTRACTOR fails to report any event enumerated on the PARTNER4WORK  Notification Form attached hereto as Exhibit H.  

21. REMEDIES. For violation of any of the provisions of this Agreement, PARTNER4WORK may  terminate this and any other contract with CONTRACTOR, claim liquidated damages in an  amount equal to the value of anything received in breach of the Agreement, claim damages for  all additional costs and expenses incurred in obtaining another CONTRACTOR to complete  performance under this Agreement, and, if appropriate, report CONTRACTOR to the  Commonwealth for potential debarment. These rights and remedies are cumulative, and the use  or non-use of any one shall not preclude the use of all or any other. These rights and remedies  are in addition to those PARTNER4WORK may have under law, statute, regulation, other  provision of this Agreement or otherwise.  

22. GENERAL CONDITIONS.

A. If any reportable events, as described in the Agreement, should occur during the Term of  the Agreement, CONTRACTOR shall send a PARTNER4WORK Notification Form as further  described in this Agreement.  

B. CONTRACTOR shall complete and/or execute the following attachments which shall be part  of this Agreement:

Exhibit A: Statement of Work

Exhibit B: Method of Payment

Exhibit C: Budget

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Exhibit D: Reports

Exhibit E: Confidentiality Agreement

Exhibit F: Right to Know Law – Grant Provisions (Form# 8-K-1580) Exhibit G: Disclosure Letter  

Exhibit H: Partner4Work Notification Form

Exhibit I: CONTRACTOR Integrity Provision

Exhibit J: Contract Data, if applicable

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EXHIBIT A

STATEMENT OF WORK

THIS STATEMENT OF WORK (this “Statement of Work”) is dated as of Effective Date - text (Date) (the  “Effective Date”) and is made pursuant to, and from and after the Effective Date, is hereby incorporated  into and made a part of Contract XX”

Enter Scope of Work Here

EXHIBIT B

METHOD OF PAYMENT

THIS METHOD OF PAYMENT ("Method of Payment") is dated as of the Effective Date - text (Date) (the  "Effective Date") and is made pursuant to, and from and after the Effective Date, is hereby incorporated  into and made a part of Contract XX:

Subject to and upon the receipt of funds from the funding sources, PARTNER4WORK shall disburse funds  to CONTRACTOR. The amount shall be disbursed to CONTRACTOR by PARTNER4WORK in accordance  with the provisions, terms and conditions of this Agreement including, but not limited to the “Budget,”  set forth in Exhibit C to this Agreement. The disbursement of funds under this Agreement by  PARTNER4WORK to CONTRACTOR shall be on the following basis:

• By the 10th of the month, CONTRACTOR shall submit to PARTNER4WORK a statement of the  actual costs incurred by CONTRACTOR during the preceding month. Such statements shall be  certified true and correct by CONTRACTOR authorized signer. PARTNER4WORK, upon approving  such statements, shall make payment to CONTRACTOR upon receipt of funds from the funding  agency.

• CONTRACTOR shall not incur any costs directly or indirectly for the statement of work beyond  the termination date of this Agreement.

• CONTRACTOR must be current with the required reporting in order to receive payment.  

EXHIBIT C

BUDGET

THIS BUDGET (this “Budget”) is dated as of the Effective Date - text (Date) (the “Effective Date”) and is  made pursuant to, and from and after the Effective Date, is hereby incorporated into and made a part of  Sub-Award XX:

Subject to the receipt of funds from various government and/or other funding sources, PARTNER4WORK  shall disburse to CONTRACTOR, and CONTRACTOR shall accept as full compensation from  PARTNER4WORK for the performance of Services under this Agreement an amount not to exceed  $<<[contract.formatNumber(contract.getAmount(), "#,###,###,###")]>> (“Contract Sum”).  CONTRACTOR shall be reimbursed only for costs in accordance with the provisions, terms, and  conditions of this Agreement.  

[Budget]

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EXHIBIT D

REPORTS

THIS REPORT (this "Report") is dated as of the Effective Date - text (Date) (the "Effective Date") and is  made pursuant to, and from and after the Effective Date, is hereby incorporated into and made a part of  Contract XX

All reports are due to Partner4Work by the 10th of the month after the month end. If the 10th of the  month falls on a Saturday or Sunday, reports are due the following Monday.  

CONTRACTOR must ensure all reports are submitted electronically via a secure email service provided by  PARTNER4WORK. CONTRACTOR must follow the PARTNER4WORK Personally Identifiable Information  (PII) Policy in the storage and transmission of PII.

EXHIBIT E

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this "CONFIDENTIALITY AGREEMENT") is dated as of the Effective  Date - text (Date) (the "Effective Date") and is made pursuant to, and from and after the Effective Date,  is hereby incorporated into and made a part of Contract XX

PARTNER4WORK shall develop, obtain and use certain Confidential Information (defined herein) of third  parties during research and operations. Consultants of PARTNER4WORK will receive and have access to  this Confidential Information. This Confidential Information includes but is not limited to employment  records, personal financial information, personal identifiers, such as name, address and tax  identification number, operating data, personnel files, marketing data, customer lists and any other  information of a private or sensitive nature. Consultants are not to use or disclose any such Confidential  Information unless specific permission to do so has been granted by PARTNER4WORK. This obligation  exists even after the employee/CONTRACTOR leaves the employment/service of PARTNER4WORK.

The unauthorized disclosure of Confidential Information can subject an individual employee and  PARTNER4WORK to liability. Disclosure of Confidential Information to unauthorized persons, or  unauthorized access to, or misuse, theft, destruction, alteration, or sabotage of such Confidential  Information, may result in the employee's immediate revocation of working privileges and may lead to  legal action. Applicable federal and state laws related to protection of such Confidential Information  shall be followed should an employee fail to seek permission for any use or disclosure of any  Confidential Information.

NOW, THEREFORE, CONFIDANT, intending to be legally bound agree as follows:

1. "CONFIDENTIAL INFORMATION" mean all information in SAID FIELD supplied to CONFIDANT by  or on behalf of PARTNER4WORK, except such information which:

a. prior to CONFIDANT's receipt thereof; (i) was generally publicly available or; (ii) was in  CONFIDANT's possession, free of any restrictions on its use or disclosure and from a  source other than PARTNER4WORK; or

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b. after CONFIDANT's receipt, thereof; (i) becomes publicly available without the fault of  CONFIDANT, or (ii) is acquired by CONFIDANT from a third party free of any restrictions  on its use or disclosure.

It is understood, however, that CONFIDANT shall keep confidential the fact that any  PARTNER4WORK disclosed information is similar or identical to any such excepted information.

2. For a period of one (1) year from the project conclusion, CONFIDANT shall:

a. utilize such CONFIDENTIAL INFORMATION only for SAID PURPOSE.

b. not disclose CONFIDENTIAL INFORMATION to any third party, except as may be  authorized in writing by PARTNER4WORK. The dissemination of such CONFIDENTIAL  INFORMATION within CONFIDANT's internal organization shall be limited to those  employees whose duties justify their need to know such information and then only  based on clear understanding by such employees of their obligation to maintain the  confidentiality of such information and to restrict the use thereof solely for SAID  PURPOSE, and

c. promptly disclose to PARTNER4WORK any inventions or developments conceived or  made during this period based on or derived from CONFIDENTIAL INFORMATION, and  CONFIDANT hereby grants to PARTNER4WORK an irrevocable, royalty-free, non exclusive, worldwide license, with the right to sublicense, with respect to any such  inventions or developments.

3. No license to CONFIDANT under any PARTNER4WORK patents, CONFIDENTIAL INFORMATION,  or other proprietary interests is specifically or impliedly granted by this Agreement.

4. CONFIDANT acknowledges that CONFIDENTIAL INFORMATION supplied by PARTNER4WORK in  written or other tangible form is the property of PARTNER4WORK and, upon written request,  shall be promptly returned to PARTNER4WORK, together with all reproduction thereof, in any  form, which CONFIDANT may have in its possession or control.

5. This Agreement shall be governed by the law of the Commonwealth of Pennsylvania, U.S.A.,  exclusive of its provisions regarding conflict of laws.

Execution of the acceptance below shall bind CONFIDANT to all the conditions of this Agreement,  effective as of the date below.

____________________________________________________

Name

____________________________________________________

Address

____________________________________________________

City, State, Zip

____________________________________________________

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Signature

____________________________________________________ Date

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EXHIBIT F

RIGHT TO KNOW LAW - GRANT PROVISIONS

(Form # 8-K-1580)

a. CONTRACTOR understands that this Grant Agreement and records related to or arising out of  the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know  Law, 65 P.S. §§ 67.101-3104, ("RTKL"). For these provisions, the term "the Commonwealth" shall  refer to the granting Commonwealth agency.

b. If the Commonwealth needs the CONTRACTOR’s assistance in any matter arising out of the RTKL  related to this Contract Agreement, it shall notify the CONTRACTOR using the legal contact  information provided in the Contract Agreement. The CONTRACTOR, at any time, may designate  a different contact for such purpose upon reasonable prior written notice to the  Commonwealth.

c. Upon written notification from the Commonwealth that it requires CONTRACTOR's assistance in  responding to a request under the RTKL for information related to this Contract Agreement that  may be in CONTRACTOR's possession, constituting, or alleged to constitute, a public record in  accordance with the RTKL ("Requested Information"), CONTRACTOR shall:

1. Provide the Commonwealth, within ten (10) calendar days after receipt of written  notification, access to, and copies of, any document or information in CONTRACTOR's  possession arising out of this Contract Agreement that the Commonwealth reasonably  believes is Requested Information and may be a public record under the RTKL; and

2. Provide such other assistance as the Commonwealth may reasonably request, to comply  with the RTKL with respect to this Contract Agreement.

d. If CONTRACTOR considers the Requested Information to include a request for a Trade Secret or  Confidential Proprietary Information, as those terms are defined by the RTKL, or other  information that CONTRACTOR considers exempt from production under the RTKL,  CONTRACTOR must notify the Commonwealth and provide, within seven (7) calendar days of  receiving the written notification, a written statement signed by a representative of  CONTRACTOR explaining why the requested material is exempt from public disclosure under the  RTKL.

e. The Commonwealth will rely upon the written statement from CONTRACTOR in denying a RTKL  request for the Requested Information unless the Commonwealth determines that the  Requested Information is clearly not protected from disclosure under the RTKL. Should the  Commonwealth determine that the Requested Information is clearly not exempt from  disclosure, CONTRACTOR shall provide the Requested Information within five (5) business days  of receipt of written notification of the Commonwealth's determination.

f. If CONTRACTOR fails to provide the Requested Information within the time required by these  provisions, CONTRACTOR shall indemnify and hold the Commonwealth harmless for any  damages, penalties, costs, detriment or harm that the Commonwealth may incur because of  CONTRACT’s failure, including any statutory damages assessed against the Commonwealth.

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g. The Commonwealth will reimburse CONTRACTOR for any costs associated with complying with  these provisions only to the extent allowed under the fee schedule established by the Office of  Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

h. CONTRACTOR may file a legal challenge to any Commonwealth decision to release a record to  the public with the Office of Open Records, or in the Pennsylvania Courts, however,  CONTRACTOR shall indemnify the Commonwealth for any legal expenses incurred by the  Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for  any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result  of CONTRACTOR’s failure, including any statutory damages assessed against the  Commonwealth, regardless of the outcome of such legal challenge. As between the parties,  CONTRACTOR agrees to waive all rights or remedies that may be available to it because of the  Commonwealth's disclosure of Requested Information pursuant to the RTKL.

i. The CONTRACTOR's duties relating to the RTKL are continuing duties that survive the expiration  of this Contract Agreement and shall continue if the CONTRACTOR has Requested Information in  its possession.

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EXHIBIT G

DISCLOSURE LETTER

I, the undersigned certify that the information provided herein is true and correct as of the date hereof  and am enclosing the documents and/or information listed below. Capitalized terms are defined in the  Agreement between the undersigned Agency and PARTNER4WORK

A. CONTRACTOR’S Data Universal Number System (“DUNS”) number, or the DUNS+4 number if  applicable, together with the address of the primary location of performance of the Services and  the name and compensation of CONTRACTOR’s five most highly compensated officers.  

B. The name and contact information for the Open Records Officer and a copy of CONTRACTOR’s  Right to Know policy and procedure that is compliant with the RTKL.  

C. Annual notification of bonding amount, with such coverage being higher than $100,000 or the  amount of the highest advance reserved by check or drawdown during the last year, unless a  waiver has been requested by CONTRACTOR.  

D. Certificates of Insurance, as described in the Agreement.  

E. CONTRACTOR’s record retention policy, evidencing adequate safeguarding of documents and  information related to the grant and record retention provisions that are compliant with those  set forth in the Agreement.

F. A copy of the written sexual harassment policy which adheres to the requirements of this  Agreement.  

G. Affirmation that CONTRACTOR is not currently under any suspension or debarment by the  Commonwealth or any governmental entity or, if any suspension or debarment exists, a written  explanation of such.  

H. A copy of the written business integrity policy which adheres to the requirements of this  Agreement.

I. Affirmation that the CONTRACTOR certifies and represents that it has not violated any of the  CONTRACTOR Integrity Provisions provided in the Agreement. Such affirmation includes:  

(i) Affirmation that CONTRACTOR does not have a financial interest in any other CONTRACTOR,  subcontract or supplier, including PARTNER4WORK providing goods or services related to  the grant. If any financial interest does exist, disclosure must accompany this notice.  

(ii) Disclosure of any activity by CONTRACTOR that is considered lobbying and is subject to  registration and reporting under the FLDA and related regulations, as well as affirmation  that CONTRACTOR has filed all necessary registrations and reports related to lobbying  activities under FLDA.

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J. Copies of CONTRACTOR’s flood certificates if the Scope of Work involves construction taking  place in a flood hazard area and the total cost of insurable construction and acquisition is at  least $10,000

Agency Name: “Company name

Authorized Signee Name:  

Signature:  

Date:

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EXHIBIT H

PARTNER4WORK NOTIFICATION FORM

This notification is provided pursuant to that certain Agreement entered by PARTNER4WORK and  “Company name, dated this Effective Date - text (Date), with the Agreement reference number  <<[contract.getCustomFields().get(“Prefix 1”)]>><<[contract.getCustomFields().get(“Prefix 2”)]>>- auto_sequence. The undersigned has checked the box below indicating the type of disclosure being  made hereby and has provided a brief description of the reportable events.  

🗆 A suspension or debarment by the Commonwealth of Pennsylvania or any other  governmental agency

🗆 Agency name change

🗆 Violations of the anti-discrimination or sexual harassment provisions provided in  the Agreement

🗆 Violations of the CONTRACTOR Integrity Provisions as provided in the Agreement 🗆 Lobbying activities that are registerable or reportable under the Lobbying  Disclosure Act

🗆 Other

Description of events, including relevant dates:  

_____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _______________________________

Agency Name: “Company name

Authorized Signee Name:  

Signature:  

Date:

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EXHIBIT I

CONTRACTOR INTEGRITY PROVISION

1. DEFINITIONS. For purposes of these CONTRACTOR Integrity Provisions, the following terms shall  have the meanings found in this Section:  

a. “Affiliate” means two or more entities where (a) a parent entity owns more than fifty percent of  the voting stock of each of the entities; or (b) a common shareholder or group of shareholders  owns more than fifty percent of the voting stock of each of the entities; or c) the entities have a  common proprietor or general partner.  

b. “Consent” means written permission signed by a duly authorized officer or employee of the  PARTNER4WORK/Commonwealth, if where the material facts have been disclosed, in writing, by  prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to  have consented by the execution of this contract.  

c. “CONTRACTOR” means the individual or entity, that has entered this contract with the  PARTNER4WORK.  

d. “CONTRACTOR Related Parties” means any affiliates of the CONTRACTOR and the  CONTRACTOR’s executive officers, Pennsylvania officers and directors, or owners of 5 percent or  more interest in the CONTRACTOR.  

e. “Financial Interest” means either:  

(1) Ownership of more than a five percent interest in any business; or  

(2) Holding a position as an officer, director, trustee, partner, employee, or holding any position  of management.  

f. “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value  including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans,  subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The  exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code  §7.153(b), shall apply.  

g. “Non-bid Basis” means a contract awarded or executed by the Commonwealth with  CONTRACTOR without seeking bids or proposals from any other potential bidder or offeror.  

2. In furtherance of this policy, CONTRACTOR agrees to the following:  

a. CONTRACTOR shall maintain the highest standards of honesty and integrity during the  performance of this contract and shall take no action in violation of state or federal laws or  regulations or any other applicable laws or regulations, or other requirements applicable to  CONTRACTOR or that govern contracting or procurement with the PARTNER4WORK.  

b. CONTRACTOR shall establish and implement a written business integrity policy, which includes,  at a minimum, the requirements of these provisions as they relate to the CONTRACTOR activity

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with PARTNER4WORK and PARTNER4WORK employees and which is made known to all  CONTRACTOR employees. Posting these CONTRACTOR Integrity Provisions conspicuously in  easily-accessible and well-lighted places customarily frequented by employees and at or near  where the contract services are performed shall satisfy this requirement.

c. CONTRACTOR, its affiliates, agents, employees and anyone in privity with CONTRACTOR shall  not influence or attempt to influence, any PARTNER4WORK employee to breach the standards  of ethical conduct for PARTNER4WORK employees or to breach any other state or federal law or  regulation.

d. CONTRACTOR, its agents and employees shall not offer, give or agree to promise to give any  gratuity to a PARTNER4WORK official or employee or to any other person at the direction or  request of any PARTNER4WORK official or employee.

e. CONTRACTOR, its affiliates, agents, employees and anyone in privity with CONTRACTOR shall  not accept, agree to give, offer, confer, or agree to confer or promise to confer, directly or  indirectly, any gratuity or pecuniary benefit to any person, or to influence or attempt to  influence any person in violation of any federal or state law, regulation, executive order of the  Governor of Pennsylvania, statement of policy, management directive or any other published  standard of the Commonwealth in connection with performance of work under this contract,  except as provided in this contract.  

f. CONTRACTOR shall not have a financial interest in any other CONTRACTOR, subcontractor, or  supplier providing services, labor, or material under this contract, unless the financial interest is  disclosed to the PARTNER4WORK in writing and the PARTNER4WORK consents to  CONTRACTOR’s financial interest prior to PARTNER4WORK execution of the contract.  CONTRACTOR shall disclose the financial interest to the PARTNER4WORK at the time of bid or  proposal submission, or if no bids or proposals are solicited, no later than CONTRACTOR’s  submission of the contract signed by CONTRACTOR.  

g. CONTRACTOR certifies to the best of its knowledge and belief that within the last five (5) years  CONTRACTOR or CONTRACTOR Related Parties have not:  

(1) been indicted or convicted of a crime involving moral turpitude or business honesty or  integrity in any jurisdiction;  

(2) been suspended, debarred or otherwise disqualified from entering any contract with any  governmental agency;  

(3) had any business license or professional license suspended or revoked;  

(4) had any sanction or finding of fact imposed because of a judicial or administrative  proceeding related to fraud, extortion, bribery, bid rigging, embezzlement,  misrepresentation or anti-trust; and  

(5) been, and is not currently, the subject of a criminal investigation by any federal, state or local  prosecuting or investigative agency and/or civil anti-trust investigation by any federal, state  or local prosecuting or investigative agency.

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If CONTRACTOR cannot so certify to the above, then it must submit along with its bid, proposal  or contract a written explanation of why such certification cannot be made and the  PARTNER4WORK will determine whether a contract may be entered with the CONTRACTOR. The  CONTRACTOR’s obligation pursuant to this certification is ongoing from and after the effective  date of the contract through the termination date thereof. Accordingly, the CONTRACTOR shall  have an obligation to immediately notify the PARTNER4WORK in writing if at any time during  the term of the contract it becomes aware of any event which would cause the CONTRACTOR’s  certification or explanation to change. CONTRACTOR acknowledges that the PARTNER4WORK  may, in its sole discretion, terminate the contract for cause if it learns that any of the  certifications made herein are currently false due to intervening factual circumstances or were  false or should have been known to be false when entering the contract.  

CONTRACTOR shall comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S.  §13A01 et seq.) regardless of the method of award. If this contract was awarded on a Non-Bid  Basis, CONTRACTOR must also comply with the requirements of the Section 1641 of the  Pennsylvania Election Code (25 P.S. §3260a).  

h. When CONTRACTOR has reason to believe that any breach of ethical standards as set forth in  law, the Governor’s Code of Conduct, or these CONTRACTOR Integrity Provisions has occurred  or may occur, including but not limited to contact by a Commonwealth officer or employee  which, if acted upon, would violate such ethical standards, CONTRACTOR shall immediately  notify the PARTNER4WORK contracting officer or the Office of the State Inspector General in  writing.  

i. CONTRACTOR, by submission of its bid or proposal and/or execution of this contract and by the  submission of any bills, invoices or requests for payment pursuant to the contract, certifies and  represents that it has not violated any of these CONTRACTOR Integrity Provisions about the  submission of the bid or proposal, during any contract negotiations or during the term of the  contract, to include any extensions thereof. CONTRACTOR shall immediately notify the  PARTNER4WORK in writing of any actions for occurrences that would result in a violation of  these CONTRACTOR Integrity Provisions. CONTRACTOR agrees to reimburse the  PARTNER4WORK/Commonwealth for the reasonable costs of investigation incurred by the  Office of the State Inspector General for investigations of the CONTRACTOR’s compliance with  the terms of this or any other agreement between the CONTRACTOR and the PARTNER4WORK  that results in the suspension or debarment of the CONTRACTOR. CONTRACTOR shall not be  responsible for investigative costs for investigations that do not result in the CONTRACTOR’s  suspension or debarment.  

j. CONTRACTOR shall cooperate with the Office of the State Inspector General in its investigation  of any alleged PARTNER4WORK agency or employee breach of ethical standards and any alleged  CONTRACTOR non- compliance with these CONTRACTOR Integrity Provisions. CONTRACTOR  agrees to make identified CONTRACTOR employees available for interviews at reasonable times  and places. CONTRACTOR, upon the inquiry or request of an Inspector General, shall provide, or  if appropriate, make promptly available for inspection or copying, any information of any type  or form deemed relevant by the Office of the State Inspector General to CONTRACTOR's  integrity and compliance with these provisions. Such information may include, but shall not be  limited to, CONTRACTOR's business or financial records, documents or files of any type or form

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that refer to or concern this contract. CONTRACTOR shall incorporate this paragraph in any  agreement, contract or subcontract it enters during the performance of this contract/agreement  solely for obtaining subcontractor compliance with this provision. The incorporation of this  provision in a subcontract shall not create privity of contract between the PARTNER4WORK and  any such subcontractor, and no third-party beneficiaries shall be created thereby.  

k. For violation of any of these CONTRACTOR Integrity Provisions, PARTNER4WORK may terminate  this and any other contract with CONTRACTOR, claim liquidated damages in an amount equal to  the value of anything received in breach of these Provisions, claim damages for all additional  costs and expenses incurred in obtaining another CONTRACTOR to complete performance under  this contract, and debar and suspend CONTRACTOR from doing business with the  Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one  shall not preclude the use of all or any other. These rights and remedies are in addition to those  PARTNER4WORK may have under law, statute, regulation, or otherwise.

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EXHIBIT J

CONTRACT DATA

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PARTNER4WORK:

____________________________________________ Signature

Earl Buford

Chief Executive Officer

____________________________________________ Date

CONTRACTOR AUTHORIZED SIGNER:

____________________________________________ Signature

____________________________________________ Print Name

____________________________________________ Print Title

____________________________________________ Date

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