CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into this 28th day of February, 2024 by and between Willdan Group Inc., a Delaware corporation, (“Willdan”) and Tom Brisbin, an individual (hereinafter “Consultant”) whose address is 604 C. Hoare, San Juan, Puerto Rico 00907.
R E C I T A L S
Willdan desires to employ Consultant and Consultant desires to furnish professional services in connection with business development, technology development and various sales related activities to support Willdan’s growth strategy.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, the parties agree as follows:
1.Services of Consultant. Consultant shall provide for Willdan the services described hereto and made a part hereto: business development, technology development and other sales related activities.
2.Compensation of Consultant. Willdan shall compensate Consultant for these services rendered under “Schedule B”, in accordance with the terms and conditions indicated within “Schedule A”. Willdan shall compensate Consultant for such additional services, if necessary, in accordance with the terms of an executed written addendum to this Agreement. Payments to Consultant will be made 30 days of receipt of proper invoice. Consultant shall not file any lien, claim or security interest in monies payable under this Agreement, and that Consultant shall have no recourse or claim for payment against any clients, lenders, employees, parent company, affiliates of Willdan.
3.Indemnification. Consultant agrees to defend, indemnify and hold harmless Willdan and its respective parent, affiliates, subsidiaries, officers, directors, employees, agents (collectively “Indemnitees”) from any and all liabilities, claims and expenses, including attorney’s fees, arising out of Consultant’s acts, errors, or omissions or willful misconduct in the performance of this Agreement by Consultant or by the officers, agents, employees or independent contractors employed by Consultant. Consultant shall hold harmless, defend and indemnify Indemnitees from any liabilities, claims and expenses asserted by any employees or subconsultant of Consultant. The obligation to defend shall exist whether there is an ultimate determination that Consultant is liable for said alleged errors, omissions, negligent acts or wrongful conduct.
4.Insurance. Without in any way limiting Consultant’s liability pursuant to the indemnification described above, Consultant shall maintain, during the term of this standing Agreement insurance with companies, and on terms, satisfactory to Willdan:
A.Workers’ Compensation and Employers’ Liability Insurance -Not Applicable.
B.Commercial General Liability Insurance (bodily injury and property damage), the limits of which shall not be less than: (1) $1,000,000 combined single limit and which includes the following supplementary coverages:
1.Primary contractual liability to cover liability assumed under the Agreement and Section 3 hereinabove, and
2.Broad form property damage liability insurance
C.Automobile bodily injury and property damage liability insurance, the limits of which shall not be less than $1,000,000 combined single limit per occurrence. Such insurance shall extend to non-owned and hired automobiles used by Consultant’s employees, agents or assigns in the performance of this Agreement.
D.Professional Liability Insurance: Not applicable for this Agreement.
E.Endorsement. The insurance policies specified in Sections 4B through 4C