MASTER SERVICE AGREEMENT

ARTICLE 1: STRUCTURE OF AGREEMENT & WORK MECHANICS

1.1 Overarching Contract Framework

This Agreement serves as the universal legal framework governing all interactions, quotes, service provisions, physical worksites, and financial transactions between the Company and the Client. The Parties recognize that this document contains the core provisions, liability boundaries, site access controls, risk allocations, and dispute rules that apply across every project the Company undertakes. [1]

1.2 Execution of Individual Statements of Work (SOW)

The specific physical tasks, project locations, itemized material lists, equipment allocations, pricing, and schedules shall be detailed in individual, sequentially numbered documents. These may be formatted as a "Statement of Work," "SOW," "Work Order," "Project Proposal," "Estimate," or "Service Schedule." Each SOW must be signed or digitally confirmed by both Parties. Upon execution, the SOW automatically incorporates all terms, restrictions, warranties, and disclosures contained within this Master Service Agreement.

1.3 Order of Precedence

In the event of a direct conflict between the text of this Master Agreement and the specific line items typed into an executed SOW, the provisions of the specialized SOW shall control, but strictly and solely for that specific project, project site, and designated timeframe. All other terms not in direct contradiction shall remain fully enforceable and mutually active.

ARTICLE 2: SCOPE OF THE EIGHT CORPORATE DIVISIONS

The Company operates through eight separate business units. The Client understands that depending on the nature of the project detailed in the SOW, one or many of these separate divisions will deploy personnel and heavy equipment assets to the worksite: [1]

2.1 Infrastructure & Public Works

This division executes highly regulated, bonded, municipal, county, and state-level contracts, as well as complex public-private partnerships. The scope encompasses roadway construction, mass excavation, culvert installations, major storm drainage systems, and structural concrete frameworks. All operations performed by this unit are built, inspected, and verified against strict Department of Transportation (DOT) specifications and regional municipal engineering codes.

2.2 Emergency Response & Disaster Recovery

Operating as a 24/7/365 priority rapid-deployment branch, this unit specializes in immediate safety mitigation, debris clearance, structural stabilization, and environmental crisis control following severe weather events (such as hurricanes, tornadoes, floods, and ice storms), structural collapses, or large-scale utility breaks. Operations in this division prioritize life-safety and property preservation. Services are often rendered under emergency authorization, and mobilization occurs immediately upon verbal or digital confirmation.

2.3 Civil Contracting

This unit acts as the foundational earthmoving and subterranean structural branch of the Company. Its operational scope includes mass site clearing, grubbing, topsoil stripping, rough grading, finish grading, deep structural trenching, sub-grade stabilization, retention pond excavation, and the installation of primary underground utility mains (water, sewer, stormwater, electrical conduits). The Civil Contracting division establishes the physical structural baseline of a site before any vertical structures or surface cosmetic elements are applied.

2.4 Commercial Construction

This division leverages the heavy civil machinery and concrete assets of the Company to manage and execute light commercial, industrial, agricultural, and retail building developments. The operational scope moves from initial structural site clearing and compaction testing through pad preparation, commercial concrete footings, structural slab placement, and framing, up to final building envelope completion and site handover. [1]

2.5 Residential Construction

Operating as an integrated home building branch, this division handles residential additions, full structural renovations, and complete custom turnkey home builds. By utilizing the Company’s fleet of excavation equipment, this division directly manages the transition of properties from raw, uncleared land into fully developed residential homesteads. The scope covers initial driveway cutting, basement or crawlspace excavation, utility hookups, framing, roofing, and interior finishing.

2.6 Hardscaping

This unit blends structural engineering principles with permanent outdoor masonry and structural concrete design. The scope of work includes the construction of engineered interlocking retaining walls, reinforced concrete block walls, natural stone veneers, architectural brick masonry, commercial and residential paver patios, structural driveways, outdoor culinary centers, and heavy pool deck surrounds. This division prioritizes long-term soil stabilization, proper gravel sub-base compaction, and rigorous water drainage control.

2.7 Landscaping

Functioning as a full-service green-industry design and installation branch, this unit builds custom local property solutions rather than standard, generic packages. The operational scope includes finish topsoil blending, turfgrass establishment via bulk hydroseeding or premium soil fracture aeravation and sod installation, large-scale tree planting and windbreak creation, ornamental shrub beds, architectural landscape lighting networks, and automated subsurface commercial/residential irrigation systems.

2.8 Grounds Maintenance

This division serves as the operational backbone for long-term property upkeep, asset preservation, and cosmetic neatness for residential yards and commercial estates. The scope of work covers routine, scheduled turfgrass mowing and striping, mechanical edge refinement, integrated weed control, seasonal fertilization protocols, deep core aeration, overseeding, detailed shrub and ornamental tree pruning, bulk mulch blowing or pine straw application, and complete spring and fall leaf collection.

ARTICLE 3: SITE FIELD DIRECTORS & OPERATIONAL MANAGEMENT

3.1 Field Operations Leadership Hierarchy

The Client acknowledges that the execution of field operations, site safety protocols, and heavy iron deployment is directed by the Company’s Field Operations Leadership team, consisting of Chris Walker, Dillon Webber, Trey Webber, and Ethan Green, alongside the designated Regional Managers overseeing local county operations.

3.2 Field Authority Limits

• Field Directives: The Field Operations Leadership team and Regional Managers hold absolute structural authority over worksite safety, machine placement, operator scheduling, and day-to-day project execution. The Client shall coordinate all immediate on-site logistics directly through these designated field leaders or project supervisors.

• Contractual Modifications: While the Field Operations Leadership team handles physical execution and site safety, they do not possess the corporate authority to alter contract baseline values, waive late fees, or cancel master agreements. All administrative changes must go through the corporate office in writing.

ARTICLE 4: SITE ACCESS, DIGGING, AND EXCAVATION SPECIFICATIONS

4.1 Warranty of Ownership and Legal Right-of-Entry

The Client warrants and guarantees that they either hold clear legal title to the real property where work is to be performed, or that they possess valid, binding legal authority to commission construction and maintenance activities on the land. The Client hereby grants to the Company, its field operations leadership, operators, laborers, subcontractors, material suppliers, and heavy equipment transport haulers, a full, unrestricted, continuous, and safe legal right-of-entry and right-of-way over, across, and through the designated property for the entire duration of the project.

4.2 Heavy Equipment Footprint and Property Alteration Disclosure

The Client acknowledges that the Company must operate extremely heavy, tracked, and wheeled machinery to execute its duties. This machinery includes mass excavators, bulldozers, skid steers, track loaders, mini-excavators, heavy dump trucks, and material delivery flatbeds. The Client explicitly accepts that the weight and mechanical movements of these machines may cause varying degrees of turf damage, soil compaction, minor concrete cracking on driveways not rated for commercial axle loads, and displacement of surface soils or gravel path systems. The Company shall make reasonable operational efforts to minimize unnecessary disruption; however, the Company is not legally or financially responsible for repairing, restoring, or compensating the Client for standard cosmetic or structural site damage resulting from the normal, necessary movement of heavy equipment within the designated work zones.

4.3 Comprehensive Subsurface Utility Discovery and the 811 Framework

Before the Company begins any excavation or grading, public utility locating services must be executed. The Company shall contact regional 811 public utility locating networks to mark all public main infrastructure (such as public water mains, natural gas distribution lines, main telephone trunks, and primary electrical grids).

However, the Client acknowledges that public 811 locators do not and will not mark private utility lines, secondary extensions, or private property networks. It is the absolute responsibility of the Client to accurately identify, locate, map, and clearly physically mark all private underground utilities, lines, pipes, wires, conduits, structures, or obstructions within the project boundaries. These private elements include:

• Private irrigation lines, zone valves, and subsurface sprinkler heads;

• Invisible electronic pet fencing wires and control boxes;

• Secondary electrical lines running to outdoor kitchens, workshops, sheds, or detached garages;

• Private propane or natural gas lines running from storage tanks to fire pits or pools;

• Septic tanks, holding tanks, distribution boxes, leach fields, and drain fields;

• Subsurface footer drains, French drains, and downspout extension pipes.

The Company, its operators, and its subcontractors shall not be held liable or financially responsible for any direct, indirect, incidental, or consequential damage caused to private underground utilities that were not explicitly mapped, uncovered, or clearly physically marked with construction paint or flags by the Client prior to the start of excavation. The Client agrees to fully indemnify, defend, and hold the Company harmless from any financial claims, repair bills, utility loss fines, or environmental cleanup costs stemming from hitting unmarked private lines.

4.4 Concealed, Anomalous, and Sub-Surface Conditions (The "Dirt Clause")

All initial project estimates, labor hour forecasts, and material pricing models issued by the Company are based entirely upon visual inspection of surface conditions and the reasonable assumption that the sub-surface soil consists of standard, workable, compactable dirt and clay typical of the regional geography.

If, upon breaking ground or excavating deeper into the subsurface layers, the Company encounters concealed, anomalous, or unforeseen physical conditions that were not visible from the surface or disclosed by the Client in writing prior to contract signing, the Company reserves the absolute legal right to immediately halt all physical operations. Unforeseen sub-surface anomalies include:

• Subterranean solid rock shelves, massive granite boulders, or dense limestone deposits requiring specialized hydraulic hammers, blasting, or pneumatic rock-breaking machinery;

• Buried historical debris fields, old building foundations, buried logs, concrete chunks, or abandoned vehicles;

• High groundwater tables, active underground springs, or unstable peat and organic muck layers requiring extensive dewatering, mucking out, and the import of structural surge stone;

• Discovered hazardous materials, old fuel tanks, contaminated soils, or biohazards requiring certified environmental abatement or specialized landfill dumping;

• Archaeological artifacts, human remains, or protected ecological habitats that trigger immediate legal regulatory shutdowns.

Upon discovering any such subsurface anomaly, the field operations manager on duty shall notify the Client. The Company will calculate the additional labor hours, specialized attachment rentals, hauling fees, and structural material costs required to safely navigate or remove the obstruction. The Company will present a mandatory Change Order to the Client. The Company shall not be forced to resume work until both parties sign the Change Order and agree to the adjusted financial compensation. Any delays caused by halting work under this section shall extend the project completion timeline day-for-day.

ARTICLE 5: WEATHER CONSTRAINTS, ENVIRONMENTAL PARADIGMS, AND DISPATCH PRIORITY

5.1 Force Majeure and Weather-Induced Delays

The operations of the Company are intensely dependent upon environmental and atmospheric conditions. Heavy rain, tropical storms, prolonged freezing temperatures, extreme ice, snow accumulation, and oversaturated, muddy soil conditions create environments where it is physically impossible, structurally dangerous, or environmentally unlawful to pour concrete, execute mass grading, compact structural sub-bases, lay pavers, or plant delicate agricultural materials.

The Company shall not be held in breach of contract, liable for liquidated damages, or financially responsible for any project delays, extended timelines, or missed milestones caused directly or indirectly by bad weather or environmental factors. If the ground is too wet to support heavy iron without creating deep ruts, causing erosion runoff, or compromising structural soil compaction specs, the Company reserves the absolute right to pull its crews off the site. Work will resume only when, in the professional judgment of the Company’s field operations leadership, the site has dried and settled sufficiently to allow safe, lawful, and high-quality construction practices.

5.2 Emergency Unit Dispatch Priority and Resource Reallocation Protocol

The Client recognizes and understands that the Company runs a critical, 24/7/365 Emergency Response & Disaster Recovery division that interfaces with municipal emergency management, public safety officials, and utility providers. In the event of a catastrophic regional weather event (such as a hurricane, tornado, severe ice storm, major flash flood, or public infrastructure failure), the Company must prioritize life-safety, public clearing, and immediate structural hazard mitigation.

Accordingly, the Company reserves the absolute right, under emergency conditions, to temporarily reallocate its heavy machinery assets (such as large excavators, front-end loaders, and dump trucks) and field operators away from scheduled, non-emergency residential or commercial projects to support the Emergency Response division.

The Company shall provide notice to the Client of such an emergency recall as soon as operationally practical. The Client agrees that any delay to their project timeline caused by the emergency deployment of company resources shall be deemed an excused, non-compensable delay. The Company will return to the Client's site and resume standard operations immediately upon the release of its assets from the disaster recovery zone.

5.3 Erosion Control and Environmental Regulatory Compliance

The Civil Contracting, Infrastructure, and Construction divisions operate under strict state and federal environmental protection mandates regarding stormwater runoff and soil siltation. The Company will install and maintain standard erosion control measures (such as silt fences, straw waddles, check dams, and temporary seeding) as explicitly detailed in the engineering plans or individual SOW. However, if unexpected severe weather overruns standard, legally compliant erosion structures, or if the Client demands changes to the site topography that require additional environmental protection, the cost of all extra silt management systems, municipal fines incurred due to Client-directed site modifications, or emergency stabilization steps shall be billed directly to the Client’s account.

ARTICLE 6: CHANGES, AMENDMENTS, AND THE WRITTEN CHANGE ORDER STANDARD

6.1 Exclusion of Verbal Agreements and Scope Creep Mitigation

To prevent "scope creep" and eliminate misunderstandings regarding project costs and timelines, the Parties explicitly agree that this contract cannot be altered, expanded, shrunk, or modified by verbal conversations, text messages, field chats, or hand gestures. While our field leaders (Chris Walker, Dillon Webber, Trey Webber, and Ethan Green) have full control over physical job execution, they do not possess the corporate authority to modify contract baseline numbers or waive legal text verbally. If the Client requests a field change, such requests shall not be acted upon until a formal written Change Order is processed by the office.

6.2 The Written Change Order Process

If the Client desires to alter the scope of work, or if unexpected site conditions (such as the sub-surface anomalies defined in Section 4.4) require a structural change to the project design, the Company will generate a formal, written Change Order document. This document will explicitly detail:

• The specific nature of the extra work or structural alteration;

• The itemized cost of the additional materials, equipment rentals, and specialty tools required;

• The breakdown of extra labor hours or machine operating hours billed at the Company’s standard divisional rates;

• The exact number of calendar days to be permanently added to the project completion timeline.

No extra work shall be scheduled, executed, or billed until both the Company’s authorized management and the Client have signed and dated the Change Order. If the Client refuses to sign a mandatory Change Order required to fix an unforeseen safety hazard or structural subsurface issue, the Company reserves the right to terminate the contract immediately for cause, retain all deposits, and bill the Client for all work completed up to that point.

ARTICLE 7: FINANCIAL TERM, ESCALATION CLAUSES, AND MATERIAL OWNERSHIP

7.1 Quote Validity Window

All written quotes, project estimates, and financial proposals generated by the Company are legally valid for a maximum window of thirty (30) calendar days from the date of issuance stamped on the document. If a proposal is not formally executed via a signed SOW within thirty days, the quote automatically expires, and the Company reserves the right to recalculate all labor, equipment, and material costs to reflect current market conditions before signing.

7.2 Material Cost Escalation Protocols

The Client acknowledges that raw material markets for civil infrastructure and outdoor construction are subject to intense, unpredictable global and regional volatility. Materials such as structural steel, PVC utility pipe, bulk diesel fuel, liquid asphalt, concrete mix, imported gravel/stone aggregates, and bulk green-industry nursery stock can experience sudden price spikes.

If the market cost of materials required for an executed project increases by more than five percent (5%) between the date of SOW execution and the actual physical date of procurement, the Company reserves the right to pass the direct, raw cost differential onto the Client. The Company will provide the Client with documented proof of the price increase from its wholesale material suppliers, and the baseline contract value shall be adjusted upward accordingly via an automated material surcharge amendment.

7.3 Down Payments, Retainers, and Project Progress Invoicing

For all major civil works, turnkey residential or commercial builds, extensive hardscaping projects, and large-scale landscape installations, the Company requires a clear down payment or deposit to secure equipment allocation slots and order bulk raw materials. The exact deposit amount will be specified in the SOW, and no physical work will be scheduled or commenced until the deposit funds have cleared the Company’s banking institutions.

For projects spanning multiple weeks or months, the Company will issue progress invoices on a bi-weekly or monthly basis, or upon reaching specific physical milestones detailed in the contract. Progress invoices are due and payable immediately upon receipt or within the exact net-day window specified in the SOW.

7.4 Late Fees, Collection Costs, and Right to Halt Operations

Any invoice that remains unpaid past its designated due date shall instantly be deemed delinquent. Delinquent accounts shall automatically accrue interest and late penalties at a compound rate of one and one-half percent (1.5%) per month (equivalent to an Annual Percentage Rate of 18%), or the maximum legal rate allowed under North Carolina statutory frameworks, whichever is less.

If an invoice remains unpaid for more than seven (7) calendar days past its due date, the Company reserves the absolute right to instantly stop all physical operations at the project site. The Company will direct its field operations team to load all machinery, tools, and crews onto trailers and pull back from the site. The Company shall not be held liable for any site degradation, erosion runoff, open trenches, or weather damage that occurs while operations are suspended for non-payment. Work will only resume when all outstanding invoices, accrued interest penalties, and a mandatory machinery re-mobilization fee are paid in full via certified bank funds.

7.5 Legal Title and Ultimate Ownership of Jobsite Materials

The Client explicitly agrees that legal title, ownership, and structural rights to all physical materials delivered to, staged upon, or physically installed at the project site remain solely and exclusively with Webber’s Ground Solutions Group LLC until the final invoice for the project has been paid. These materials include premium topsoil, structural surge stone, gravel, drainage pipes, commercial pavers, retaining wall blocks, framing lumber, concrete structures, turf sod, specimen trees, and outdoor lighting fixtures.

If the Client defaults on payments or breaches the financial terms of this agreement, the Client hereby grants to the Company an absolute, irrevocable legal right and license to enter the property with its trucks and heavy machinery to physically dig up, dismantle, load, and repossess any and all uncompensated materials. The Company is not responsible for restoring the ground, fixing holes, or repairing turf grading after executing a legal material repossession due to Client non-payment.

ARTICLE 8: STATUTORY COMPLIANCE, WARRANTIES, AND COMPREHENSIVE LIABILITY BOUNDARIES

8.1 Workmanlike Performance and Structural Warranty Disclaimers

The Company guarantees that all tasks will be executed in a professional, workmanlike manner by trained crews, following standard operating guidelines and aligned with local municipal building and engineering codes. However, because the Company works with living, organic, and shifting natural elements, specific divisional warranty exclusions apply universally:

• Green Industry Materials (Landscaping & Grounds Maintenance): The Company installs premium, disease-free nursery stock, sod, and seed. However, because plant survival depends entirely on continuous post-installation care, watering, pest control, and weather, the Company offers zero warranty on grass seed germination, sod survival, trees, or shrubs after installation, unless a dedicated, ongoing, paid irrigation and maintenance contract is maintained continuously with the Company. The Company is not responsible for plant death caused by drought, overwatering by the Client, extreme freezes, or regional pest infestations.

• Concrete and Asphalt Surfaces (Commercial, Residential, Civil, Hardscaping): The Client acknowledges that all concrete and asphalt structures expand, contract, and shift due to sub-grade settling, heavy vehicle weight, and temperature fluctuations. The Company engineers proper gravel bases and reinforcement networks; however, the Company offers no warranty against minor cosmetic cracking, hairline fractures, or surface scaling in concrete or asphalt.

• Sub-Grade Settling: Any area that has been deeply escalated and backfilled—such as utility trenches, foundation walls, or major retention ponds—will naturally settle over time due to gravity and rain. The Company compacts backfill dirt according to standard contract specs; however, the Company is not responsible for minor settling, sinkage, or low spots that form in turf or asphalt months after construction is complete.

8.2 Strict Limitation of Financial Liability

To the absolute maximum extent permitted by applicable state law, the total, cumulative, combined financial liability of Webber’s Ground Solutions Group LLC, its owners, officers, directors, field operators, and agents, for any and all claims, losses, damages, structural failures, delays, or lawsuits arising out of or related to this Master Agreement or any individual Statement of Work, shall be strictly limited.

The Company’s maximum financial liability shall never exceed the total, exact dollar amount physically paid by the Client to the Company for the specific, single Statement of Work under which the dispute or damage is alleged to have occurred. Under no circumstances shall the Company be held liable for indirect, incidental, special, punitive, exemplary, or consequential damages. This exclusion includes claims for lost business profits, property devaluation, loss of use, rental replacement costs, or emotional distress.

8.3 Third-Party Property Damage Limitations

When operating massive excavators and multi-ton dump trucks within tight residential or commercial properties, significant vibration and ground pressure occur. The Company is not liable for structural damage caused by standard machinery vibrations to old, fragile, unreinforced brick structures, cracked foundations, existing dry-stacked stone walls, or brittle clay sewage lateral pipes that were already degraded.

ARTICLE 9: INDEMNIFICATION, INSURANCE, AND LEGAL WALLS

9.1 Client Indemnification Covenant

The Client agrees to fully indemnify, defend with qualified legal counsel, and hold completely harmless Webber’s Ground Solutions Group LLC, its parent entities, subsidiaries, officers, field operations leadership, and insurers from any and all third-party legal claims, lawsuits, bodily injury demands, property damage suits, fines, and expenses (including reasonable attorney fees) that arise directly or indirectly out of:

• The Client's failure to provide accurate property boundaries, survey markers, or easements;

• Hit private underground utilities that were not properly flagged by the Client as required in Section 4.3;

• Third-party injuries sustained by individuals entering the active construction zone without the explicit safety permission of the Company’s field supervisor;

• Environmental runoff or drainage issues caused by the Client ordering specific topographic or grading changes against the written advice of the Company’s engineers.

9.2 Maintenance of Commercial Insurance

The Company shall maintain at its own expense, throughout the active duration of this agreement, standard commercial general liability insurance, commercial auto insurance for its fleet, and statutory workers' compensation insurance covering its field personnel. Proof of insurance certificates will be provided to commercial or municipal clients upon formal written request.

ARTICLE 10: CONTRACT TERMINATION PROTOCOLS

10.1 Termination for Convenience

Either Party may terminate this Master Service Agreement or any open, non-emergency Statement of Work for convenience by providing a minimum of thirty (30) calendar days written notice delivered via certified mail or verified email to the other Party. Upon receiving a notice of termination for convenience, the Company shall wind down operations, secure the worksite against erosion and safety hazards, and stop ordering materials. The Client shall remain instantly liable to pay the Company for one hundred percent (100%) of all labor hours logged, machine operating hours used, and materials ordered or physically installed up to the exact midnight timestamp of the effective termination date.

10.2 Termination for Cause

Either Party may terminate this agreement immediately for cause if the other Party commits a material breach of its obligations and fails to completely cure such breach within ten (10) calendar days of receiving a detailed, written "Notice of Material Default."

Material defaults include:

• The Client failing to pay any progress invoice within seven days of its due date;

• The Client interfering with field operators or creating a hostile, unsafe working environment on the property;

• The Company completely abandoning the physical worksite for more than fourteen consecutive business days without a valid weather or emergency excuse;

• Either party filing for bankruptcy, entering liquidation, or assigning its assets to a receiver.

If the contract is terminated for cause due to a Client default, the Company shall retain all deposit funds, shall be completely released from all structural or project completion warranties, and the Client must immediately pay for all completed work and material costs.

ARTICLE 11: GOVERNING LAW, DISPUTE RESOLUTION, AND NORTH CAROLINA STATUTES

11.1 Governing Law and Jurisdictional Venue

This Master Service Agreement, along with all individual Statements of Work, field amendments, and Change Orders executed under its framework, shall be strictly construed, interpreted, and governed in accordance with the laws of the State of North Carolina, without giving effect to any conflict of law principles. The Parties agree that the exclusive physical venue for any legal actions, filings, or hearings arising from this contract shall be within the state courts located in the county where the Company’s primary corporate office is registered, or in the North Carolina county where the physical construction site is located, at the sole election of the Company.

11.2 Mandatory Arbitration Framework

In the event of any dispute, disagreement, claim, or billing controversy arising out of or related to this agreement, the Parties shall first attempt to resolve the issue through direct, good-faith executive management negotiations. If negotiations fail to yield a binding settlement within thirty (30) calendar days, the dispute shall be submitted to final and binding arbitration administered by a qualified independent arbitrator mutually agreed upon by both parties.

The arbitration shall be conducted in accordance with the commercial arbitration rules of the State of North Carolina. The arbitrator's final written decision shall be completely binding upon both parties, and judgment upon the award rendered by the arbitrator may be entered in any court having valid jurisdiction. The prevailing party in any such arbitration or subsequent legal action to enforce a billing collection shall be legally entitled to recover all of their actual court costs, arbitration fees, and reasonable attorney fees from the non-prevailing party.

11.3 Explicit Retention of Statutory Mechanics' Lien Rights

Nothing contained within this Master Service Agreement or any individual SOW shall ever be construed to waive, lessen, or destroy the statutory rights of the Company under Chapter 44A of the North Carolina General Statutes. The Company explicitly retains its absolute right to file, perfect, and foreclose upon a formal Claim of Lien on Real Property against the Client’s land and building structures if any invoiced amounts, progress payments, late fees, or Change Order bills remain unpaid according to the terms of this contract.

ARTICLE 12: MISCELLANEOUS PROVISIONS & SIGNATURE MATRIX

12.1 Severability Clause

If any single article, section, paragraph, sentence, clause, or provision of this Master Agreement is deemed illegal, invalid, or legally unenforceable by a court of competent jurisdiction or a certified arbitrator, such invalidity shall not affect or impair the enforceability of any other provision contained herein. The remaining portions of this contract shall stay in full force and effect, and the invalid term shall be replaced with a valid term that most closely mirrors the original business intent of the Parties.

12.2 Entire Agreement and Integration

This Master Service Agreement, combined with executed individual Statements of Work and signed written Change Orders, constitutes the entire, absolute, and integrated contract between the Company and the Client regarding outdoor civil infrastructure and grounds management services. This integrated document completely supersedes and replaces all prior oral discussions, marketing brochures, rough sketches, verbal promises, or unexecuted text messages.