Sample for Illustrative Purposes Only

SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY

INDEPENDENT CONTRACTOR /

CONSULTING AGREEMENT

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SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY

THIS INDEPENDENT CONTRACTOR / CONSULTING AGREEMENT (this “Agreement”)is made and shall be effective as of the ______day of ______, 20__, by and between Axalta Coating Systems, LLC (“Axalta”), and ______(the “Contractor”).

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SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY

Axalta desires that Contractor furnish its professional experience and talents to Axalta as an independent contractor, and Contractor is willing to enter into this Agreement, on the terms and conditions set forth below. In consideration of the foregoing, and the mutual promises, covenants and agreements set forth herein, Axalta and Contractor, intending to be legally bound, hereby agree as follows:

1. Contractor. Axalta agrees to retain Contractor as an independent contractor in connection with the conduct of its business, and Contractor accepts such position, on the terms and conditions provided herein.

1. Term. The term of this Agreement begins on the date first set forth above and, unless earlier terminated, ends on [______] (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive [__] month terms (each, a “Renewal Term”) unless either party provides the other party with notice of non-renewal at least [__] days prior to the end of the Initial Term or any Renewal Term (the Initial Term, together with any Renewal Term, the “Term”).

1. Performance. Contractor covenants and agrees to provide [professional consulting] services to Axalta at such times and places as the parties, acting reasonably, mutually agree to, such services to include all of the services described on Exhibit A hereto (“Services”). All of such Services shall be performed in a good, workmanlike, and professional manner, consistent with the highest applicable industry standards. Contractor further agrees to use its best efforts to protect, promote and preserve the goodwill associated with the Axalta trade name and all Axalta customer relationships, which shall inure to the benefit of Axalta, in connection with its performance of Services hereunder. Contractor represents, warrants and covenants that has a skill level appropriate for the Services. To the fullest extent permitted by applicable law, Contractor shall carefully interview, screen and check its personnel and prospective personnel to confirm suitability for the performance of the Services. Axalta may require Contractor to remove any of Contractor’s personnel from the performance of the Services for any reason. Unless Axalta requests otherwise, Contractor shall promptly replace the removed personnel with an individual satisfactory to Axalta. Axalta will not be responsible for any fees, costs or other expenses incurred by Contractor in training replacement personnel.

1. Fees.

4.1In consideration of the Services to be provided by Contractor hereunder, and for assigning the rights described in Section 7 below to Axalta, Axalta shall pay Contractor the fees, or at the rates, set forth on Exhibit A, the payment of which (in addition to any Reimbursable Expenses, defined below) shall constitute the full and complete compensation for Contractor’s performance of the Services, including compensation for all services, fees, labor, fringe benefits, insurance, profit, overhead and taxes (except sales and use taxes, if any). If approved by Axalta in advance and provided that Contractor has complied with the more stringent of Contractor’s and Axalta’s expense reimbursement guidelines (as communicated by one party to the other party from time to time), Axalta will reimburse Contractor at cost for reasonable, competitively priced expenses, including travel expenses, Contractor incurs in connection with the Services that have been approved by Axalta. Axalta will not pay Contractor for any time associated with travel.

4.2Axalta shall pay all undisputed and correct invoices (in the form of invoice approved by Axalta) within [__] days of receipt of Contractor’s invoice or Contractor’s performance of the Services described on the invoice, whichever is later. If Axalta disputes any portion of an invoice, Axalta shall return the disputed invoice unpaid to Contractor, indicating the reason it is disputing any amount, and Contractor shall reissue the invoice to include only the undisputed portions. No payment of an invoice shall relieve Contractor of its obligation to perform the Services in strict compliance with the requirements herein or be deemed Axalta’s acceptance of the Services reflected thereon. Unless requested by Axalta, all payments will be made in U.S. Dollars.

1. Duties. Contractor hereby covenants and agrees that its duties and responsibilities will include (i) acknowledging that it has no authority to sign contracts or enter into any verbal contracts on behalf of Axalta without the specific written consent of Axalta, (ii) at all times representing Axalta in a professional manner and in accordance with the terms of this Agreement, and (iii) at all times complying with any and all applicable laws and regulations, as well as any local Axalta facility security, access and other policies and procedures.

1. Confidentiality. Each party shall maintain in confidence any confidential information disclosed by the other party, including any trade secrets, proprietary information, and the terms and conditions of this Agreement (collectively, “Confidential Information”), and each party shall treat the other’s Confidential Information as if it were its own confidential information. In addition, neither party shall provide the Confidential Information disclosed hereunder to any third party nor use such Confidential Information for any purpose other than to conduct business as contemplated hereunder. This Section shall survive any expiration or termination of this Agreement.

1. Proprietary Rights.

7.1Axalta may, from time to time, loan Contractor certain equipment, including the equipment set forth on Exhibit A (“Loaned Equipment”). The Loaned Equipment shall at all times remain the property of Axalta and shall be returned by Contractor immediately upon demand which may be made at any time in Axalta’s sole discretion. Contractor will execute any and all appropriate documents and forms required to protect Axalta’s interest with regard to the Loaned Equipment as requested by Axalta. Contractor shall bear all risk of loss for the Loaned Equipment and damage thereto, normal wear and tear excepted and Contractor will insure all Loaned Equipment from fire, theft or other damage to the full replacement value hereof.

7.2All work, work in progress, finished or unfinished work, data, property, inventions, improvements, designs, trade secrets or any other tangible or intangible results prepared, produced, arising from, relating to, or developed in connection with the Services rendered by Contractor to Axalta, or involving the use of Axalta’s time, materials or facilities (collectively, “Works”) shall be deemed to be “works made for hire” within the meaning of U.S. Copyright Act of 1976, as amended, and shall be the sole and exclusive property of Axalta and shall be Axalta’s Confidential Information. Contractor agrees to execute any documents as may be requested by Axalta, in a form satisfactory to Axalta, evidencing, vesting and protecting Axalta’s sole title and right of ownership in the Works. The covenants contained in this Section shall run in favor of Axalta, its successors, assigns, subsidiaries and affiliates, and shall survive the expiration or earlier termination of this Agreement.

1. Termination.

8.1Termination for Cause. This Agreement may be terminated by either party immediately for cause in the event of (i) any breach of this Agreement by the other party, which is not cured, if curable, by such breaching party within five (5) business days of written notice of such breach, or (ii) the negligence or willful misconduct by breaching party which causes injury, including, without limitation, loss of goodwill, to the other party. Axalta may terminate this Agreement immediately for cause in the event of the death or the disability, injury, illness or incapacity of Contractor which renders Contractor unable to perform the essential functions of its engagement pursuant to this Agreement, as determined by Axalta in exercise of its sole and reasonable discretion. In the event Axalta terminates this Agreement for cause, Contractor shall only be entitled to receive any undisputed fees payable hereunder as of the effective date of such termination.

8.2Termination for Convenience. Axalta may also terminate this Agreement at any time for its convenience upon thirty (30) days prior written notice to Contractor.

8.3Termination Assistance. To the extent requested by Axalta when this Agreement expires or terminates, Contractor shall provide as part of the Services termination assistance as necessary to transfer in an orderly manner the Services to Axalta or to another service provider. If termination assistance requires Contractor to incur additional expenses chargeable by Axalta (other than the expenses otherwise incurred under this Agreement), then Contractor shall notify Axalta of such expenses and obtain written approval for such expenses before providing the termination assistance. If Axalta terminates this Agreement for cause pursuant to this Section, Contractor shall provide the termination services at its own expense.

1. Indemnification.

9.1Contractor Indemnity. Contractor shall indemnify, defend and hold harmless Axalta and its affiliates, and its and their respective directors, managers, officers, employees, partners, contractors or agents (collectively, the “Axalta Indemnitees”), from and against all claims, demands, suits, actions or other proceedings brought by third parties (“Claims”), and from and against all damages, payments made in settlement, and other liability payable to such third parties, and all costs and expenses incurred (including reasonable attorneys’, accountants’ and experts’ fees and expenses), as a result of such Claims (collectively, “Losses”), to the extent such Claims arise out of or relate to: (a) property damage, personal injury or death arising out of Contractor’s performance of the Services; (b) the negligence, fraud or willful misconduct of Contractor and its subcontractors and agents (including the employees of any of the foregoing) in performing Services under this Agreement; (c) any assertions or claims, including tax liability or workers’ compensation claims, made by persons furnished by Contractor; or (d)Contractor’s failure to perform under, or its breach of, this Agreement, including Contractor’s breach of any representation, warranty or covenant set forth in this Agreement.

9.2Axalta Indemnity. Axalta shall indemnify, defend and hold harmless Contractor, from and against all Claims and Losses, to the extent such Claims arise out of or relate to property damage, personal injury or death arising out of Axalta’s negligence, fraud or willful misconduct in performing its obligations under this Agreement. Axalta’s obligations under this Section shall not apply to the extent such Loss is the direct or indirect result of (x) the gross negligence or willful misconduct of Contractor, (y) the failure of Contractor to perform under, or its breach of, this Agreement or other written instructions from Axalta, or (z) the failure of Contractor to comply with any applicable governmental requirement.

9.3Procedures. The Axalta Indemnitee or Contractor (as applicable, the “Indemnified Party”) will provide Contractor or Axalta (as applicable, the “Indemnifying Party”) with all reasonable information and assistance to settle or defend the Claim, and the Indemnifying Party shall not, without the approval of the Indemnified Party, consent to the entry of any judgment or effect any settlement of any pending or threatened proceeding without the consent of the Indemnified Party. This Section 9 shall survive any termination or expiration of this Agreement for any reason.

1. Insurance. At all times during the term of this Agreement, Contractor shall maintain the minimum insurance coverages and minimum limits set forth on Schedule A on the terms set forth on Schedule A. If there are no insurance provisions set forth on Schedule A, Contractor will maintain adequate insurance, in such amounts and with such insurance companies as is customary in accordance with sound business practices. On request, made not more than once per calendar year, Contractor will provide Axalta with certificates evidencing such insurance.

1. Limitation of Liability. EXCEPT FOR CLAIMS ARISING OUT OF (i) INDEMNIFICATION OBLIGATIONS HEREUNDER, (ii) VIOLATION OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR (iii) THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY, UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE TO THE OTHER PARTY (y) FOR ANY PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR (z) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, INCOME, PROFITS OR ANTICIPATED PROFITS, BUSINESS OR BUSINESS OPPORTUNITY, SAVINGS, DATA, OR BUSINESS REPUTATION) ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AXALTA’S AGGREGATE LIABILITY TO CONTRACTOR FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE BASIS OF SUCH CLAIMS, EXCEED THE FEES PAID TO CONTRACTOR BY AXALTA FOR THE SERVICES FOR WHICH THE DAMAGES ARE CLAIMED. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON.

1. Assignment. This Agreement shall not be assignable by Contractor without the prior written consent of Axalta. Subject to the preceding sentence, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns.

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to its conflicts of law principles). This Section shall survive any termination or expiration of this Agreement for any reason.

1. Other Provisions.

14.1Independent Contractor. Contractor is retained only for the purposes and to the extent set forth in this Agreement, and its relationship to Axalta shall be that of an independent contractor. As such, Contractor shall be solely responsible for all necessary withholding of appropriate federal income tax, state income tax, and social security taxes. Contractor will not be eligible for any employee benefits from Axalta and is not an agent or authorized representative of Axalta.

14.2Entire Agreement / Amendments. This Agreement contains all of the terms and conditions agreed upon by the parties hereto with reference to the subject matter hereof. This Agreement may not be modified or amended except by a written instrument executed by both parties.

14.3Notices. The parties agree that all notices under this Agreement will be in writing and will be either delivered personally to a party, transmitted by facsimile transmission or sent by registered mail or reputable courier to the address set forth on the signature lines below or such other addresses as may be furnished by such party to the other from time to time.

14.4Waiver / Severability. No waiver of any breach or default hereunder shall be deemed a waiver of subsequent breach or default of the same, similar or related nature. No waiver shall be binding unless in writing and signed by the person making the waiver. In the event any clause or portion of this Agreement shall be held invalid by any court, it is understood and agreed that such invalid clause or portion thereof shall have no effect upon the validity of other portions of this Agreement.

14.5Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

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SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY

IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of the day and year first above written.

[insert Contractor’s name]AXALTA COATING SYSTEMS, LLC

By:______By:______

Name:______Name:______

Title:______Title:______

Notice Address:Notice Address:

EXHIBIT A

TO CONSULTING AGREEMENT

DESCRIPTION OF SERVICES / FEES

Description of Services: [Insert description of Services]

Prices: [Insert fees]

Equipment: [Insert list of equipment, if any]

Additional Terms: [Insert applicable additional terms, if any]

Insurance Requirements: [Insert insurance requirements, if any]

Contractor shall purchase and maintain, at the Contractor's own expense, full and complete insurance on its performance of the Services as shown in section (A) below. Contractor also agrees to assume responsibility for any deductible or self-insured retention utilized in this insurance program.

Coverages, which shall be written on an occurrence basis, shall be maintained without interruption from date of of this Agreement until date of final payment and termination of any coverage required to be maintained after final payment. If any policies are written on a claims-made basis, Contractor will maintain such policies, including unimpaired aggregate limits at the below stated minimums, for at least two (2) years after the expiration of the Term. In addition, the retrospective date of these “claims-made” policies will be prior to the inception date of this Agreement.

(A) Contractor, at its own expense, shall maintain the following insurance policies during the Term:

[Insert applicable coverages]

(B) All such insurance described in clauses [_____] above shall include Axalta as an Additional Insured and Certificate Holder. Contractor will provide a Waiver of Subrogation in favor of Axalta for insurance described in [______]. Additionally the insurance described above shall be primary and non-contributory to any insurance carried or purchased by Axalta.

(C) Contractor shall provide certificates of insurance and any other documentation evidencing the foregoing insurance is in effect. All certificates must provide thirty (30) days written notice, prior to any cancellations or modifications of the above insurance.

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