Purchase Order Terms and Conditions

These Purchase Order and Work Order Terms and Conditions (these “Terms and Conditions”) govern each purchase order and work order (each, an “Order”) issued by Chesapeake Utilities Corporation or the Chesapeake Utilities Corporation subsidiary or affiliate identified as the Buyer or Customer on the applicable Order (“Buyer”) to the contractor, supplier, seller or service provider identified as Contractor or Supplier in the applicable Order (“Contractor”) for the purchase of materials, equipment, parts, products, supplies, or other goods (collectively, the “Goods”) and/or the services, labor, installation, maintenance, repair, construction, engineering or professional services (collectively, the “Services”). Buyer and Contractor may be individually referred to herein as a “Party” or collectively as the “Parties.” Notwithstanding anything to the contrary herein, only the Chesapeake Utilities Corporation entity identified as Buyer in the applicable Order shall have any rights or obligations, or incur any liability, under that Order. Neither Chesapeake Utilities Corporation nor any subsidiary or affiliate of Chesapeake Utilities Corporation shall be deemed a party to or have any obligations or liability under an Order unless expressly identified as Buyer in that Order.

By accepting an Order, commencing performance of any Services, shipping or delivering any Goods or otherwise proceeding with an Order, Contractor agrees to be bound by these Terms and Conditions. Contractor’s acceptance is expressly limited to the terms of the Order and these Terms and Conditions. Any additional, conflicting or different terms contained in any bid, quote, proposal, acknowledgement, invoice, confirmation, work ticket, clickwrap agreement, packing slip, purchase order, terms of sale, website or other document issued by Contractor are hereby expressly rejected by Buyer and shall be of no force or effect unless expressly accepted in writing and signed by Buyer.

Each Order, together with these Terms and Conditions and any documents expressly incorporated into the applicable Order, constitutes the entire agreement between Buyer and Contractor with respect to the Goods and/or Services identified in the Order. If the Parties have entered into a separate written agreement that applies to the applicable Order, that agreement shall govern and take precedence over these Terms and Conditions to the extent of any conflict.

The version of these Terms and Conditions in effect as of the date the applicable Order is issued shall govern such Order, unless the Order expressly identifies a different version.

1. PERFORMANCE REQUIREMENTS.

a. Contractor shall furnish the Goods and perform the Services strictly in accordance with the applicable Order and all specifications, drawings, schedules, samples, standards and other requirements set forth or incorporated into the Order. Contractor shall provide all labor, supervision, materials, equipment, tools, transportation, and other resources necessary to properly and timely perform the Services, except to the extent expressly stated otherwise in the Order.

b. Contractor shall perform the Services in a good and workmanlike manner, using personnel who are properly trained, qualified, licensed, certified, and experienced for the work assigned to them. Buyer may require Contractor to remove any personnel whose conduct, qualifications, performance, or presence reasonably presents a safety, security, compliance, or operational concern.

c. Where the Order does not contain detailed specifications, Contractor shall furnish Goods and perform Services in accordance with generally accepted industry standards applicable to the type and nature of the Goods or Services being provided, and in compliance with all applicable rules, regulations, statutes, laws, and ordinances (“Applicable Law”).

d. Contractor shall not substitute any Goods, materials, equipment, components, or material subcontractors without Buyer’s prior written approval.

e. Contractor shall promptly notify Buyer, and in no event, more than twenty-four (24) hours after becoming aware of any actual or suspected defect, nonconformity, safety issue, regulatory issue, recall, shortage, discontinuation, regulatory noncompliance, or other condition that could reasonably affect the Goods or Buyer’s operations. Contractor shall not furnish counterfeit, suspected counterfeit, fraudulent, used, unauthorized substitute or otherwise misrepresented Goods. Contractor shall provide at six (6) months’ prior written notice of any planned discontinuation of any recurring Goods or material components, continue supply during the notice period, allow Buyer a final-buy opportunity and provide sufficient and timely information concerning successor or replacement Goods. Contractor shall not supply substitute or replacement Goods without Buyer’s prior written approval.

f. Buyer may, upon written notice, postpone the commencement of Services without penalty. Contractor shall use commercially reasonable efforts to mitigate any resulting costs, delays, or other impacts. Buyer shall reimburse Contractor only for documented, reasonable, unavoidable direct costs actually incurred solely as a result of the postponement and approved by Buyer. Contractor’s sole and exclusive remedy for any postponement shall be reimbursement of such approved costs and a reasonable adjustment to the schedule to the extent actually affected by the postponement. Contractor shall protect and be responsible for all Buyer-owned or Buyer-furnished property or equipment in Contractor’s possession, custody, or control and shall return such property in substantially the condition received, reasonable wear and tear excepted.

g. For any construction, installation, excavation, maintenance, repair or other Services that are on-site at a Buyer location or a third-party location, Contractor shall comply with all applicable site rules, safety and security requirements, permits, policies and procedures as communicated or provided by Buyer or such third party.

h. Contractor shall maintain a safe and orderly area and shall promptly remove debris and waste generated by Contractor or its subcontractors.

i. Buyer may immediately stop or suspend any Services that Buyer reasonably believes present a safety, security, environmental, regulatory, quality, or operational risk. Contractor shall promptly correct the condition at its expense and shall not be entitled to additional compensation or time to the extent the suspension results from Contractor’s breach, act, or omission.

2. AUTHORIZED CHANGE ORDERS.

a. Buyer may request changes to the Goods or Services, including changes to quantities, specifications, scope, schedule, delivery requirements, or other requirements of an Order. Contractor shall promptly provide Buyer with any proposed adjustment to the price, schedule, or other affected terms resulting from a requested change. No change that increases the price or extends the time for performance shall be effective unless documented in a written change order approved by an authorized representative of Buyer and Contractor (an “Authorized Change Order”).

b. Contractor shall not perform additional or changed Services at additional cost without an Authorized Change Order. Contractor shall continue to perform all portions of the Order that are not affected by the requested change unless Buyer directs Contractor otherwise in writing.

3. SCHEDULE; DELAYS.

c. Time is of the essence with respect to all delivery dates, milestone, completion dates and other schedules as set forth in the applicable Order.

d. Contractor shall promptly notify Buyer in writing of any actual or anticipated delay, including its cause, expected duration and proposed mitigation. Contractor shall use all reasonable efforts to avoid or mitigate delays and shall implement reasonable corrective measures at its own cost and expense unless the delay results from an Authorized Change Order or a Force Majeure Event (as defined hereinafter).

e. No mitigation plan, revised schedule, acceptance of late performance, or failure to object shall amend the applicable schedule or waive Contractor’s default unless expressly approved in an Authorized Change Order.

f. If Contractor fails, or if Buyer reasonably determines that Contractor is likely to fail, to meet the applicable schedule, Buyer may require reasonable corrective or acceleration measures, including additional personnel, shifts or equipment, at no additional cost to Buyer. If Contractor fails to promptly implement such measures, Buyer may obtain substitute Goods or supplemental performance from a third party, and Contractor shall reimburse Buyer for its incremental costs.

4. INTELLECTUAL PROPERTY.

a. All drawings, designs, specifications, reports, calculations, documents, data, software configurations, work product, and other materials specifically created for Buyer in connection with the Services (collectively, “Deliverables”) shall be deemed works made for hire for Buyer to the fullest extent permitted by Applicable Law.

b. To the extent any Deliverable does not qualify as a work made for hire, Contractor hereby assigns to Buyer all right, title, and interest in and to such Deliverable, including all intellectual property rights therein.

c. Contractor shall promptly execute such documents and take such actions as Buyer reasonably requests to evidence or perfect Buyer’s ownership of the Deliverables.

d. Contractor retains ownership of materials, tools, methodologies, know-how, software and other intellectual property developed or acquired independently prior to the Order (“Pre-Existing Materials”). To the extent Pre-Existing Materials are incorporated into or necessary for Buyer’s use of any Deliverables, Goods, or Services, Contractor grants Buyer and its affiliates a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable license to use, reproduce, modify, maintain, repair, replace, and otherwise use such Pre-Existing Materials as necessary to use, operate, maintain, repair, replace, or dispose of the applicable Goods, Services, or Deliverables.

e. Contractor shall not incorporate third-party intellectual property or software into a Deliverable in a manner that restricts Buyer’s use or imposes additional licensing obligations on Buyer without Buyer’s prior written approval.

5. DELIVERY; TITLE; RISK OF LOSS.

a. Goods shall be delivered FOB destination.

b. Contractor shall properly package and protect Goods against damage during transportation, storage, handling, and delivery and shall comply with all applicable shipping, labeling, and transportation requirements in accordance with generally accepted industry standards, unless other set forth in the Order.

c. Contractor shall provide all required shipping documents, packing lists, certificates, manuals, certificates of conformance, safety data sheets, and other documentation upon Buyer’s reasonable request or as required by the Order or Applicable Law.

d. Risk of loss for Goods shall pass to Buyer upon delivery to Buyer’s designated delivery location; provided that Contractor shall remain responsible for any loss or damage resulting from Contractor’s failure to properly package, protect, transport or deliver the Goods.

e. Title to Goods shall pass to Buyer upon acceptance.

f. For Services, Contractor shall bear the risk of loss of or damage to its work, materials, equipment, and work in progress until completion and acceptance by Buyer.

6. INSPECTION AND ACCEPTANCE.

a. All Goods shall conform in all respects to the applicable Order, including applicable specifications, drawings, samples, industry standards, and Applicable Law.

b. With respect to Goods, Buyer shall have fifteen (15) days after delivery to inspect for visible damage or readily apparent nonconformities. Buyer may reject any Goods that are defective, damaged, incomplete, nonconforming, or otherwise fail to satisfy the requirements of the Order (“Nonconforming Goods”) and may require Contractor, at Contractor’s sole cost and expense, to repair, replace, or provide a refund. Failure to notify Contractor within such period shall not constitute acceptance of latent or concealed defects, defects that could not reasonably have been discovered through ordinary inspection, fraud, warranty breaches, or other nonconformities not reasonably discoverable during such period.

c. Contractor shall bear all costs and risks associated with the return, repair, replacement, disposal, removal, reinstallation, handling, transportation, reperformance and other corrective action relating to Nonconforming Goods or Services.

d. If Nonconforming Goods or Services create or contribute to an operational, safety, environmental, or other material risk, Buyer may, at its option and without further notice, repair, replace, or procure substitute goods or services from a third party, and Contractor shall reimburse Buyer for its reasonable costs.

e. Payment for, use of, or inspection of any Goods or Services shall not constitute acceptance or waive any right or remedy of Buyer.

f. The rights and remedies in this Section are cumulative and are in addition to all warranty rights and other rights and remedies available under an Order, these Terms and Conditions, Applicable Law, or equity.

g. Services and Deliverables are subject to Buyer’s review and written acceptance to the extent expressly required in the applicable Order. Where written acceptance is required, Buyer may reject any Services or Deliverables that are defective, incomplete, nonconforming, or otherwise fail to satisfy the requirements of the Order and may require Contractor, at Contractor’s sole cost and expense, to reperform the affected portion of the Services, repair or replace the affected Deliverables, or provide a refund.

h. No inspection, review, approval, use, occupancy, payment, or failure to identify a nonconformity constitutes acceptance of any latent defect, incomplete Services or warranty breach.

7. PRICE; TAXES; EXPENSES

a. The prices for the Goods and Services shall be as stated in the Order, and Contractor shall not increase any pricing without Buyer’s prior written approval.

b. Unless expressly stated in the Order, all pricing includes the costs necessary to furnish the Goods and perform the Services, including labor, materials, equipment, tools, lodging, fuel, transportation, packing, shipping, handling, overhead and profit.

c. Contractor shall be responsible for all taxes imposed on Contractor or its employees, including income, payroll, employment, franchise, and similar taxes. Contractor shall be responsible for fees, licenses, permits or other charges imposed on Contractor or arising out of Contractor’s business or performance.

d. Buyer shall pay applicable sales, use, or similar transaction taxes only to the extent Buyer is legally responsible for such taxes and such taxes are separately stated on a valid invoice.

e. Contractor shall not exceed any stated not-to-exceed amount, budget, quantity, or other limitation in an Order without Buyer’s prior written authorization.

8. INVOICING AND PAYMENT.

a. Contractor shall submit accurate and itemized invoices after the applicable Goods have been delivered or Services have been performed.

b. Each invoice shall include the applicable Order number, description of Goods or Services, quantities, unit prices, dates of delivery or performance, applicable taxes, and reasonable supporting documentation requested by Buyer.

c. Buyer shall have no obligation to pay for any Goods, Services, Deliverables, expenses or other amounts not expressly authorized by the applicable Order or an Authorized Change Order.

d. Buyer shall pay undisputed amounts within thirty (30) days after receipt of a proper and complete invoice.

e. Buyer may dispute in good faith any portion of an invoice and withhold the disputed amount pending resolution without being deemed in breach of the Order.

f. Buyer may deduct or set off against amounts otherwise payable to Contractor any amounts owed by Contractor to Buyer or any other Chesapeake Utilities Corporation subsidiary or affiliate, to the extent permitted by Applicable Law.

g. Payment shall not constitute acceptance of Goods or Services or waive any right or remedy of Buyer.

h. For construction or other Services giving rise to lien rights, Buyer may withhold amounts reasonably necessary to protect against liens, claims, or encumbrances and may require lien waivers and releases as a condition to payment.

i. Where expressly required by the Order, Buyer may retain up to ten percent (10%) of amounts otherwise payable until final completion and acceptance and receipt of satisfactory lien waivers and releases.

j. Buyer may withhold final payment, without penalty or interest, to the extent reasonably necessary to protect Buyer against unresolved claims, liens, deficiencies or disputes relating to the Order.

9. WARRANTIES.

a. Contractor represents and warrants that all Goods, Services and Deliverables shall: (i) conform to the applicable Order and all specifications, drawings, descriptions, samples, and other requirements; (ii) be new and unused unless otherwise approved by Buyer in writing; (iii) be of good quality and free from defects in design, material, and workmanship; (iv) be merchantable and fit for their intended purpose; (v) be performed in a good and workmanlike manner by qualified personnel; (vi) comply with generally accepted industry standards, Applicable Law, and all applicable safety requirements; (vii) be free and clear of all liens and encumbrances; and (viii) not infringe or misappropriate any third-party intellectual property rights.

b. Unless a longer period is specified in the Order or applicable manufacturer’s warranty, the foregoing warranties shall remain in effect for twelve (12) months following acceptance of the Goods or completion and acceptance of the Services, as applicable.

c. Notwithstanding expiration of the applicable warranty period, Contractor’s warranties concerning latent defects or other nonconformities not reasonably discoverable through inspection, testing, or normal use shall continue until twelve (12) months after Buyer discovers the latent defect or nonconformity.

d. Repaired, replaced, or reperformed Goods, Services, or Deliverables shall be warranted for the longer of the remainder of the original warranty period or twelve (12) months after Buyer’s acceptance of the corrective Goods, Services or Deliverables.

e. If any Goods, Services, or deliverables provided in connection with the Services fail to comply with the foregoing warranties, Contractor shall, at Buyer’s option and at Contractor’s sole risk and expense, promptly repair, replace, or reperform the affected Goods or Services. If Contractor fails or refuses to timely remedy a warranty failure, Buyer may repair, replace, reperform, or procure substitute goods or services through a third party, and Contractor shall reimburse Buyer for all reasonable costs incurred.

f. Contractor shall assign to Buyer all applicable third-party or manufacturer’s warranties to the extent assignable. Buyer may assign such warranties to its affiliates, successors, financing parties, or other parties having an interest in the applicable Goods or Services.

g. The warranties stated herein are in addition to, and shall not limit or exclude, any other rights and remedies of Buyer set forth in this Agreement or any warranties implied by Applicable Law unless expressly agreed otherwise in writing by Buyer.

10. COMPLIANCE WITH LAWS; SAFETY; HAZARDOUS MATERIALS.

a. Contractor shall comply with all Applicable Law in connection with the Goods and Services, including requirements relating to labor and employment, wages, occupational health and safety, environmental protection, hazardous materials, licensing, permitting, transportation, anti-corruption, sanctions, export controls, privacy, cybersecurity, and nondiscrimination.

b. Contractor shall obtain and maintain all licenses, permits, approvals, certifications, and registrations required for its performance and shall provide to Buyer copies upon reasonable request.

c. For Services subject to applicable pipeline operator qualification requirements, Contractor shall maintain all required operator qualification programs and qualifications and shall ensure that all personnel performing such Services are properly qualified before performing such Services. Contractor shall provide evidence of such qualifications upon Buyer’s request.

d. If Contractor fails to obtain or maintain any required license, permit, approval, certification, or registration, Buyer may suspend the Services, terminate the affected Order, or obtain the requirement on Contractor’s behalf, and Contractor shall reimburse Buyer for all resulting reasonable costs or Buyer may deduct such costs from amounts otherwise payable.

e. Contractor shall comply with Buyer’s applicable supplier, safety, security, environmental, and ethics requirements provided to Contractor. Contractor shall provide all safeguards, personal protective equipment, training, supervision, and commercially reasonable measures necessary for safe performance of the Services.

f. Contractor shall promptly notify Buyer of any governmental investigation, notice of violation, citation, material regulatory inquiry, or enforcement action relating to Contractor’s performance that could reasonably affect Buyer, the Goods, or the Services.

g. Contractor shall immediately notify Buyer of any accident, injury, property damage, environmental release, hazardous condition, regulatory violation, or other incident arising out of or relating to the Services.

h. Contractor shall properly handle, store, transport, use, and dispose of all hazardous materials brought onto or generated at the worksite by Contractor.

i. Contractor shall not disturb, remove, or dispose of pre-existing hazardous materials or contaminated materials without Buyer’s prior written direction, except as necessary to address an immediate emergency.

j. Contractor shall maintain the worksite in a clean, safe, and orderly condition and shall promptly remove its waste, debris, equipment, tools, and materials.

k. Contractor must maintain a drug and alcohol-free workplace policy and shall submit such policy to Buyer for approval prior to the commencement of any Services. All Contractor personnel performing Services may be subject to a random drug and/or alcohol test, to the extent permitted by Applicable Law. Buyer reserves the right to review Contractor’s drug and alcohol policy and request copies of any test results at any time.

l. Contractor must maintain a policy enforcing a workplace free from unlawful discrimination or harassment. This policy shall apply to projects and/or workplaces where Contractor is performing Services for Buyer. Buyer reserves the right to review Contractor’s policy at any time.

m. Contractor agrees to notify Buyer immediately, both verbally and in writing, of any claims (including but not limited to any allegations of discrimination or harassment) that arise during the performance of or related to the Services.

n. Export control. The Parties shall comply with all U.S. and international export laws and regulations. Contractor shall not export, resell, divert, re-export or dispose of any goods, technology or technical data in violation of Applicable Law or without the prior approval of the United States Department of State or Department of Commerce or other agency of the United States government.

11. SUBCONTRACTORS.

a. Contractor shall not subcontract or delegate any material portion of its obligations without Buyer’s prior written consent. Buyer may withhold consent in its sole discretion.

b. Contractor shall ensure that each approved subcontractor is properly qualified, licensed, and insured and is bound in writing by obligations applicable to its work that are at least as protective of Buyer as these Terms and Conditions, including requirements concerning insurance, safety, compliance, confidentiality, cybersecurity, intellectual property, records, and audit rights.

c. Contractor shall remain fully responsible for all acts and omissions of its subcontractors, suppliers, employees, and other personnel.

d. Buyer may require Contractor to remove any subcontractor whose performance or conduct reasonably presents a safety, security, compliance, quality, or operational concern.

e. No subcontract shall create any contractual relationship between Buyer and any subcontractor.

12. INSURANCE.

a. Contractor shall maintain insurance of the types and limits set forth in Exhibit A attached hereto and incorporated herein by reference.

b. Before commencing performance, and at any time upon request, Contractor shall provide Buyer certificates of insurance.

c. Contractor’s insurance obligations shall not limit Contractor’s liabilities or obligations under an Order.

13. INDEMNIFICATION.

a. Contractor shall indemnify, defend and hold harmless Buyer and its parents, subsidiaries, affiliates, and their respective owners, directors, officers, employees, representatives, agents, and customers (collectively, the “Buyer Indemnitees”) from and against any and all third party claims, demands, actions, suits, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and expenses (collectively, “Claims”), arising out of or relating to: (i) Contractor’s breach of an Order or these Terms and Conditions; (ii) the negligence or willful misconduct of Contractor or its personnel, subcontractors, or suppliers; (iii) Contractor’s violation of Applicable Law; (iv) bodily injury, death, or damage to real or personal property arising out of or relating to Contractor’s performance; (v) any lien, claim, or encumbrance asserted by Contractor or any of its subcontractors, suppliers, or personnel; (vi) any actual or alleged infringement or misappropriation of any third-party intellectual property right by the Goods, Services, or Deliverables provided, however, that Contractor shall have no liability to the extent a Claim results solely from designs, specifications, processes, equipment, materials or other items furnished by Buyer or expressly required by Buyer for use by Contractor; or (vii) any release, discharge, spill, or contamination caused by Contractor or its personnel, subcontractors, or suppliers.

b. Contractor shall notify Buyer within twenty-four (24) hours after receiving notice of any Claim or becoming aware of facts that could reasonably give rise to a Claim.

c. Contractor shall control the defense of any Claim with counsel reasonably acceptable to Buyer. Buyer may participate in the defense with counsel of its choosing. Contractor shall not settle any Claim in a manner that imposes liability, an admission of fault, injunctive relief, or any obligation on a Buyer Indemnitee without Buyer’s prior written consent.

d. If any Goods, Services, or Deliverables are subject to an intellectual property infringement Claim, Contractor shall, at Buyer’s option and Contractor’s sole cost and expense, either procure the right for Buyer to continue using the affected item, modify or replace the affected item so that it is non-infringing without materially reducing functionality, or refund amounts paid for the affected item.

14. CONFIDENTIALITY.

a. “Confidential Information” means all nonpublic information disclosed or made available by or on behalf of Buyer or its affiliates to Contractor, whether oral, written, electronic, visual, or otherwise, including business, financial, technical, operational, security, customer, employee, pricing, facility, infrastructure, pipeline, and other proprietary information.

b. Confidential Information does not include information that Contractor demonstrates through contemporaneous written records: (i) is or becomes publicly available through no breach of an Order or these Terms and Conditions; (ii) is lawfully received from a third party without a duty of confidentiality; (iii) was lawfully in Contractor’s possession without restriction before disclosure by Buyer; or (iv) is independently developed without use of or reference to Confidential Information

c. Contractor shall protect Confidential Information using at least the manner in which it protects its own confidential information, but in no event providing less than commercially reasonable administrative, technical, and physical safeguards and shall use Confidential Information solely as necessary to perform the applicable Order.

d. Contractor shall limit access to Confidential Information to personnel and approved subcontractors who have a legitimate need to know and who are subject to confidentiality obligations at least as protective as those contained herein.

e. If Contractor is legally required to disclose Confidential Information, Contractor shall, to the extent permitted by Applicable Law, provide Buyer prompt written notice before disclosure, reasonably cooperate with Buyer’s efforts to obtain confidential treatment or other protective relief, and, to the extent still required to disclose Confidential Information, disclose only the portion legally required.

f. Contractor shall not use Buyer data, systems, Confidential Information, or Deliverables to train, fine-tune, or develop any artificial intelligence or machine-learning model, or for any purpose unrelated to performance of the Order, without Buyer’s prior written consent.

g. If Contractor accesses Buyer systems, networks, applications, or data, Contractor shall comply with Buyer’s applicable cybersecurity and information-security requirements.

h. Contractor shall notify Buyer within twenty-four (24) hours after discovery of any actual or suspected unauthorized access to, disclosure of, loss of, or compromise of Buyer systems, data, or Confidential Information and shall fully cooperate with Buyer in investigating, containing, and remediating the incident.

i. Upon completion or termination of an Order, or earlier upon Buyer’s request, Contractor shall promptly return or securely destroy all Confidential Information and certify such destruction in writing, except to the extent retention is required by Applicable Law or occurs in routine backups that are not readily accessible, in which case the retained information remains subject to the requirements of these Terms & Conditions and any other requirements contained in an Order until destroyed in the ordinary course.

j. Contractor shall not issue any press release or public announcement concerning Buyer or an Order, or use Buyer’s name, trademarks, or logos in any manner, without Buyer’s prior written consent.

k. Contractor acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Contractor agrees that Buyer may seek injunctive or other equitable relief, in addition to all other available remedies, without being required to post bond to the fullest extent permitted by Applicable Law.

l. These obligations shall survive for five (5) years following completion or termination of the applicable Order, except that trade secret obligations shall continue for so long as the information remains protected as a trade secret under Applicable Law.

15. TERMINATION.

a. Buyer may terminate an Order, in whole or in part, for convenience at any time upon written notice to Contractor. Upon such termination, Buyer shall pay Contractor only for conforming Goods delivered and accepted and Services properly performed and accepted through the date of the termination notice, together with reasonable, documented, noncancelable costs directly incurred before receipt of the termination notice that Contractor could not reasonably avoid.

b. Buyer may suspend an Order, in whole or in part, at any time upon written notice. Contractor shall promptly cease the suspended work, protect work in progress, mitigate costs, and continue unaffected work. If the suspension is not caused by Contractor’s breach, act, or omission, Contractor’s sole remedy shall be an equitable adjustment for reasonable, documented, unavoidable direct costs expressly approved through an Authorized Change Order.

c. Contractor shall not be entitled to anticipated profits, lost profits, unearned fees, or compensation for unperformed Goods or Services as a result of a termination for convenience.

d. Buyer may terminate an Order, in whole or in part, for Contractor’s default if Contractor: (i) materially breaches the Order or these Terms and Conditions and fails to cure such breach within fifteen (15) days after written notice, or in the case where such breach cannot be cured within 15 days, then fails to promptly begin and diligently pursue cure, except where a shorter cure period is reasonably necessary due to safety, environmental, security, regulatory, or operational concerns, in which case Contractor shall commence and diligently pursue cure as quickly as possible; (ii) repeatedly fails to meet applicable quality, delivery, performance, or schedule requirements; (iii) violates Applicable Law; (iv) becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy, receivership, or similar proceeding that is not timely dismissed; or (v) engages in conduct that, in Buyer’s reasonable determination, creates a material risk to persons, property, the environment, Buyer’s operations, or Buyer’s reputation.

e. Upon a termination for default, Buyer may complete the applicable Goods or Services by any reasonable means and/or procure substitute goods or services. Contractor shall be responsible for Buyer’s reasonable incremental costs resulting therefrom, including by deduction or setoff against amounts otherwise payable to Contractor.

f. Upon termination, Contractor shall immediately cease the terminated work as directed by Buyer and shall deliver to Buyer all completed and work-in-progress Deliverables, Goods, materials, and other items for which Buyer has paid or is obligated to pay. Contractor shall reasonably cooperate with Buyer in transitioning the affected work to Buyer or another service provider and, where requested, assign applicable subcontracts and purchase orders to Buyer to the extent permitted.

g. Termination shall not limit any rights or remedies accrued before termination.

16. FORCE MAJEURE.

a. A “Force Majeure Event” is an event beyond the reasonable control of the Party claiming force majeure that was not caused by such Party’s fault or negligence and that could not reasonably have been prevented or overcome through the exercise of reasonable diligence at reasonable cost including but not limited to acts of civil or military authority, acts of God, war, riot, insurrection, terrorism, embargoes, sabotage, pandemics (other than COVID-19), epidemics, fire, lightning, flood, tornado, hurricane, and qualifying labor disputes.

b. A Force Majeure Event shall not include lack of funds or financial capability, changes in market conditions, ordinary fluctuations in demand, inability to obtain labor, equipment, materials, or supplies, subcontractor or supplier failure, equipment failure, transportation delays, or weather conditions that could reasonably have been anticipated or avoided.

c. The affected Party shall promptly notify the other Party of the Force Majeure Event, its expected duration, the obligations affected, and the measures being taken to mitigate its effects.

d. The affected Party shall use all reasonable efforts to overcome the Force Majeure Event and mitigate resulting delays and damages with all reasonable dispatch.

e. No additional compensation shall be payable as a result of a Force Majeure Event. Any extension of time shall be limited to the period reasonably necessary to overcome the effects of the Force Majeure Event.

f. If a Force Majeure Event substantially prevents Contractor from performing an Order for more than forty-five (45) days and continues to do so, Buyer may terminate the affected Order upon five (5) business days’ written notice without liability other than amounts properly due for conforming Goods and Services provided before termination.

17. RECORDS; AUDIT; REGULATORY COOPERATION.

a. Contractor shall maintain complete and accurate records relating to its performance under each Order, including records supporting amounts invoiced, for at least five (5) years after final payment or such longer period as required by Applicable Law. Upon reasonable notice, Buyer may audit such records to verify amounts invoiced, compliance with the Order, and compliance with Applicable Law.

b. Contractor shall maintain such records in accordance with generally accepted accounting principles to the extent applicable to such records.

c. Contractor shall reasonably cooperate with Buyer in connection with governmental, regulatory, or other authorized audits, investigations, inspections, or inquiries relating to the Goods or Services.

18. INDEPENDENT CONTRACTOR.

a. Contractor is an independent contractor and not an employee, agent, partner, joint venturer, or representative of Buyer.

b. Contractor shall have exclusive responsibility for its personnel, including their wages, compensation, benefits, taxes, insurance, supervision, and employment practices.

c. Contractor shall have exclusive direction and control of its personnel and shall control the manner and method of carrying its obligations under this Agreement.

19. NO LIENS.

a. To the extent Contractor’s performance gives rise to lien rights, Contractor shall keep Buyer’s real and personal property free from all liens and claims of lien arising out of or relating to the Goods or Services.

b. Contractor shall provide lien waivers and releases from Contractor and its applicable subcontractors and suppliers in such form and at such times as reasonably requested by Buyer.

c. Contractor shall promptly discharge any lien or claim of lien at its sole cost and expense. If Contractor fails to do so, Buyer may discharge the lien or claim and recover its reasonable costs from Contractor or deduct or set off such amounts against amounts otherwise payable to Contractor.

20. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER SHALL NOT BE LIABLE TO CONTRACTOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO AN ORDER OR THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.

21. DISPUTE RESOLUTION. All disputes arising in connection with this Agreement, including any question regarding the existence or validity hereof, shall be resolved in accordance with this Section. If a dispute is not resolved by negotiations, either Party may, by giving written notice, refer the dispute to a meeting of appropriate higher management, with the initial meeting to be held within fifteen (15) business days after the giving of notice. If the dispute is not resolved within sixty (60) days after the giving of such notice, or such later date as may be mutually agreed, either Party may commence court proceedings in accordance with Section 22(j). No Party shall commence litigation concerning the dispute until the foregoing processes have concluded; provided that either Party may commence litigation on any date, if necessary, to preserve its legal rights and remedies if the commencement of litigation after that date would otherwise be prevented by any applicable limitation period or if the commencement of litigation is otherwise necessary to prevent irreparable harm to that Party. The non-prevailing Party agrees to pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing any of the provisions of this Agreement should a dispute and/or claim proceed to litigation or arbitration.

22. MISCELLANEOUS.

a. Notices. Any notice required under an Order shall be in writing and delivered to the address or email address identified in the applicable Order for notices, or to such other address as a Party may designate in writing.

b. Waiver. No failure or delay by Buyer in exercising any right or remedy shall constitute a waiver. Any waiver must be in writing and shall apply only to the specific instance for which it is given.

c. Severability. If any provision of an Order is determined to be invalid or unenforceable, the provision shall be enforced to the maximum extent permitted by Applicable Law, and the remaining provisions shall remain in full force and effect.

d. No Third-Party Beneficiaries. Except for the Buyer Indemnitees with respect to the indemnification obligations expressly provided herein, an Order is intended solely for the benefit of Buyer and Contractor and does not create any rights in any third party.

e. Anti-Corruption. Contractor shall not, directly or indirectly, offer, promise, authorize, or provide any payment or thing of value to any government official or other person in violation of Applicable Law in connection with an Order. A violation of this provision shall constitute a material breach of the Order and these Terms and Conditions.

f. Remedies. All rights and remedies are cumulative and not exclusive of any rights or remedies available under an Order, these Terms and Conditions, Applicable Law, or equity.

g. Authority. Contractor represents that each person accepting an Order or directing commencement of performance has authority to bind Contractor.

h. Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References to days mean calendar days unless expressly stated otherwise. Both Parties had an opportunity to modify these Terms & Conditions, and no provision shall be construed against a Party solely based on an inference that that Party drafted it.

i. Assignment. Contractor shall not assign, delegate, or transfer an Order or any material right or obligation thereunder, whether voluntarily, by operation of law, or through a change of control, without Buyer’s prior written consent. Any attempted assignment or transfer in violation of this Section is void. Subcontracting is governed by the Subcontractors Section hereof. Buyer may assign or transfer an Order, in whole or in part, without Contractor’s consent, including to any Chesapeake Utilities Corporation subsidiary or affiliate, any purchaser of the applicable business or assets of Chesapeake Utilities Corporation or any of its subsidiaries or affiliates, or any successor in interest of Chesapeake Utilities Corporation or any of its subsidiaries or affiliates in connection with a merger, reorganization, financing, sale of assets, or other corporate transaction.

j. Governing Law; Venue; Waiver of Jury Trial. Each Order shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles or those of any other jurisdiction. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Kent County, Delaware, for any action arising out of or relating to an Order or these Terms and Conditions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO AN ORDER OR THESE TERMS AND CONDITIONS.

k. Survival. Any provision hereof or of an Order that by its nature is intended to survive completion, expiration, or termination of an Order shall survive, including provisions concerning payment, warranties, intellectual property, confidentiality, data security, indemnification, records, audit rights, liens, limitations of liability, governing law, and dispute resolution.

l. Order of Precedence. In the event of any conflict or inconsistency among the documents comprising an Order, the documents shall be interpreted, to the greatest extent reasonably possible, so that all provisions are given effect. In the event of an irreconcilable conflict, the following order of precedence shall apply: (i) Applicable Law, but only to the extent mandatory; (ii) any Authorized Change Order, but only with respect to the specific subject matter expressly modified by such Authorized Change Order; (iii) the applicable Order, including any statement of work, specifications, drawings, special conditions, or other attachment expressly incorporated into the Order, but only to the extent the Order expressly states that it modifies or supersedes a specific provision of these Terms and Conditions; (iv) these Terms and Conditions; and (v) any other document incorporated by reference into the Order. No quotation, proposal, acknowledgment, invoice, confirmation, packing slip, portal, website, work ticket, price list, rate schedule, or other document prepared or submitted by Contractor shall modify, supplement, or supersede an Order or these Terms and Conditions unless expressly accepted in a writing signed by an authorized representative of Buyer.

m. Entire Agreement; Amendments. The applicable Order, these Terms and Conditions, and the documents expressly incorporated into the Order or these Terms and Conditions constitute the entire agreement between the Parties concerning the subject matter hereof or thereof and supersede all prior or contemporaneous proposals, negotiations, representations, and understandings concerning such subject matter. No amendment, modification, or waiver of an Order or these Terms and Conditions shall be binding upon Buyer unless made in writing and signed by authorized representatives of both Parties; provided that an Authorized Change Order may modify only the specific Order and subject matter expressly identified therein.

EXHIBIT A
INSURANCE REQUIREMENTS

Contractor shall, at its own expense and throughout the term of this Agreement, maintain insurance with insurers rated A- VII or better by A.M. Best and authorized to do business in the state(s) where the Services are performed, including:

1. Workers’ Compensation (statutory limits) and Employer’s Liability of not less than $1,000,000 per accident, employee and policy limit.

2. Commercial General Liability with limits of not less than $2,000,000 per occurrence and $4,000,000 aggregate.

3. Automobile Liability covering owned, hired and non-owned vehicles with limits of not less than $1,000,000 combined single limit.

4. Umbrella/Excess Liability in limits specified in the applicable Purchase Order, Work Order or SOW, if required.

5. Professional Liability (where professional services are provided) with limits of not less than $1,000,000 per claim and aggregate.

6. Cyber Liability (where Contractor accesses, stores, processes or transmits Buyer data or systems) with limits specified in the applicable Purchase Order or Work Order, if required.

7. Commercial General Liability (inclusive of products completed operations), Automobile Liability and Umbrella/Excess Liability policies shall name Chesapeake Utilities Corporation and its affiliates as additional insureds on a primary and non-contributory basis. All policies shall include a waiver of subrogation in favor of Buyer to the extent permitted by law.

Contractor shall provide certificates of insurance upon request and prior to commencement of Services. Contractor shall require its subcontractors to maintain insurance meeting or exceeding the requirements of this Exhibit. The insurance requirements herein do not limit Contractor’s liability or obligations under this Agreement.

Failure to maintain the required insurance constitutes a material breach of this Agreement and Buyer may suspend Services, terminate the Agreement, or procure such insurance at Contractor’s expense.