Executive Plantings LLC INDEPENDENT EP AGREEMENT This Agreement is between _________________, with principal address at ______________ (Customer) and

Executive Plantings, a Tennessee limited liability company with principal address at 1505 W. Cumberland Ave. Knoxville, TN 37996-1810 (EP). The parties agree as follows, effective the ____ day of ______, 20____ (Effective Date): BACKGROUND AND PURPOSE. The Customer agrees to the terms set forth below concerning lease of interior plants and those terms relating to the hiring of EP as an independent contractor to perform the services set forth below (Services). This agreement also covers the lease of any plants or planters supplied as replacements for those originally supplied. DUTIES AND COMPENSATION. EPs services and duties hereunder (collectively Services), term of engagement, compensation and provisions for payment thereof will be as set forth herein and in Exhibit A attached, which may be amended in writing from time to time, or supplemented with subsequent arrangements for services to be rendered by EP as specifically agreed to by the Customer in writing and attached as an addendum to or amendment of Exhibit A, and which collectively are hereby incorporated by reference. RIGHTS AND REMEDIES. The various rights and remedies of the EP under this Agreement are cumulative, no one of them will be exclusive of any other or of any right or remedy allowed by law. CHOICE OF LAW. The laws of the State of Tennessee will govern this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto. WAIVER. Waiver by one party hereto or breach of any provision of this Agreement by the other will not operate or be construed as a continuing waiver. MODIFICATION OR AMENDMENT. No amendment, change or modification of this Agreement will be valid unless in writing signed by the parties. ENTIRE UNDERSTANDING. This document and any exhibit attached constitute the entire agreement of the parties, and any and all prior agreements, understandings, and representations are of no further force and effect. TERM AND TERMINATION. The term of this Agreement shall be as set forth on Exhibit A. In addition, if EP is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Customer, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Customer at any time may terminate the engagement of EP immediately and without prior written notice to EP.

UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement will nevertheless remain in full force and effect. ATTORNEYS FEES. If the services of an attorney are required by any party to secure the performance of this Agreement or otherwise upon the breach or default of another party to this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party will be entitled to attorneys fees, costs and other expenses, in addition to any other relief to which such party may be entitled. DISPUTE RESOLUTION. EP and the Customer agree to use their best efforts to settle any disputes regarding the rights or obligations of the parties under this Agreement through negotiation and agreement. Any disputes that cannot be settled in this manner shall be determined by binding arbitration. The arbitration shall be conducted as follows: Any dispute between the parties shall be submitted to arbitration in accordance with the provisions of the Uniform Arbitration Act. (Tenn. Code Ann. 29-5-301, et seq.). All arbitration hearings will be conducted in Knoxville, Tennessee. In the case of any dispute between the parties to this Agreement, either party may initiate the arbitration process by serving upon the other party a demand for arbitration. In order to be enforceable a demand for arbitration must be served within sixty (60) days of the date on which a party discovers, or reasonably should have discovered, facts giving rise to a dispute.

Agreed to this _____ day of ________________, 201_. CUSTOMER Signature Printed Name ________________________________ ________________________________

EP Signature Printed Name ________________________________ ________________________________

TERMS EP EP promises to provide Customer with plants and maintenance of such plants as needed to maintain health of the plants. If a plant becomes ill or dies through no fault of the Customer, EP shall replace plant with same plant species of similar size and age free of charge. If same species plant is unavailable, EP may replace with different species of plant, of comparable value and quality. For this purposes of interpreting this provision, a plant is ill if it has become thin, weak, overgrown or has an unattractive or poor appearance, e.g., limited foliage, long internode, weak structure, poor color, or other objectionable characteristic(s). If dying plant is dying because Customer did some stupid shit, then Customer must pay EP for the cost of the plant. EPs replacement is conditional upon Customer paying cost of dead plant. If customer does not pay EP for the cost of the dead-ass plant, EP may bill customer by invoice for the cost of such deader than shit plant. EP will provide the personnel, equipment, and supplies for performance of Care Service required to maintain all leased plants in a healthy and attractive manner. Services will be provided Monday - Friday during normal business hours unless approved in advance. Services include but are not limited to the following activities:
1. 2. 3. 4. 5. 6. 7. Watering plants to their specific watering requirements Removal of leaves and other debris from the display Cleaning of both plants and planters Feeding of plants during the growing season Pruning and trimming the plants where necessary Control of pests and diseases Plant replacements

Customer is liable for the cost of insuring and replacing plants in cases of fire, theft, vandalism, or accidental damage. The Customer is also liable for the cost of replacing plants that are lost due to maintenance staff being denied access to the plants during normal office hours, or due to the lack of an unrestricted water supply, adequate heating, or levels of light. Such costs will be based upon a typical retail value of plants/containers as charged by Executive Planters at the time such losses occurred, however, such costs will not exceed the total display value as shown in catalog. Executive Planters reserves the right to terminate this agreement and recover all plants and containers if the Customer fails to pay any sum falling due within the time specified by this agreement, or if the Customer is in any other way in breach of the terms of this agreement. All plants and containers supplied remain the property of Executive Planters. Customer agrees to treat plants and containers with care and will not sell or remove them from its principal address without first having obtained written permission from Executive Planters.

In the event of the agreement being terminated due to a breach by, or at the request of the Customer, the Customer shall be liable to pay the balance of all rental fees for the remainder of the original agreement. This payment must be made in full within 30 days of the termination of the agreement. Executive Planters reserves the right to terminate this agreement or to increase the monthly rental and maintenance fee at the end of the contract period as shown overleaf. This contract will continue on a month-to-month basis unless the Customer requests in writing that the plants be removed at the end of the contract period, thereafter the Customer agrees to give Office Planters 14 days written notice of cancellation. If customer desires to move to a new location, customer shall give EP advance notice at least 10 business. If Customer moves outside of Knoxville City limits, EP may terminate the remainder of the lease agreement and remove plants. If Customer desires to lease additional plants, Customer may lease them on a prorata basis. If at the conclusion of the term of the agreement, Customer desires to purchase plants from EP, Customer may do so at EPs cost, plus 10%. Customer has the option of renewing term at any time prior to last 30 days of agreement term, provided renewal is in writing and signed and dated by both parties. Customer agrees to pay EP by the first of every month. A 5% late fee will be assessed for all payments that are delinquent. The first month of service begins on the day EP delivers plants to Customer. The cost for such month will be prorated and invoiced to customer and will be due by the date the first full month of service bill is due to be paid. Got it?