HOLD HARMLESS-RESPONSIBILITY-INSURANCE

CONTRACT

YA

THIS CONTRACT is entered into as of .

by and between THE DOW CHEMICAL COMPANY, a Delaware corporation ("DOW"), and
("CONTRACTOR"). Dow Eligible Recipients (as defined in Section 1.1 below) are engaged in numerous
business activities, any one or more of which may employ CONTRACTOR from time to time to provide
services, goods, equipment, or other work Dow Eligible Recipients require at various locations in the United States of
America. CONTRACTOR, to induce Dow Eligible Recipients to engage CONTRACTOR, agrees that this
Contract shall apply to all of CONTRACTOR's work, activities and operations on Dow Premises (as
defined in Section 1.1) in connection with this Contract, and any contract(s) or purchase order(s), oral or
written, entered into by any one or more Dow Eligible Recipients and CONTRACTOR during the term of this Contract.
Certain terms, as used in this Contract, are defined as set forth in Section 1.1 (b) below).

ARTICLE I CONTRACTOR TO PROTECT, DEFEND, INDEMNIFY, AND HOLD

HARMLESS

1.1 (a) Obligation and Intent as Claims. To the extent permitted by applicable law,
CONTRACTOR assumes the entire responsibility and liability for, and SHALL
PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS the Dow
Eligible Recipients from and against, any and all Claims which are
made, asserted or alleged against Dow Eligible Recipients by Contractor
Group or which arise in favor of Contractor Group, originating from any
source in connection with Contractor Group's presence on Dow Premises
or in connection with Contractor Group Performing Under This Agreement. It is
DOW and CONTRACTOR's intent, regarding such Claims, which to the
extent permitted by applicable law CONTRACTOR SHALL PROTECT,
DEFEND, INDEMNIFY AND HOLD HARMLESS the Dow Eligible Recipients against
all of the consequences of
(1) (A) the NEGLIGENCE, FAULT, AND/OR STRICT LIABILITY of Dow
Eligible Recipients occurring jointly, concurrently, and/or comparatively with the
negligence, fault, and/or strict liability of Contractor Group and/or any other
Person that is not a Dow Eligible Recipient, other than the sole negligence,
imputed sole negligence, sole fault and/or sole strict liability of Dow
Eligible Recipients addressed in Subsection 1.1(a)(1)(B) below (this
Subsection 1.1(a)(1)(A) is subject to the severability and related
amendment provisions of this Contract); and (1) (B) the SOLE
NEGLIGENCE, IMPUTED SOLE NEGLIGENCE, SOLE FAULT,
AND/OR SOLE STRICT LIABILITY of Dow Eligible Recipients,
unmixed with negligence, fault, and/or strict liability of Contractor Group
and/or any other Person that is not a Dow Eligible Recipient (this Subsection
1.1(a)(1)(B) is subject to the severability and related amendment
provisions of this Contract); and (2) the NEGLIGENCE, FAULT,
AND/OR STRICT LIABILITY of Contractor Group and/or any other
Person that is not a Dow Eligible Recipient, including but not
limited to joint, comparative, and/or concurrent negligence, fault,
and/or strict liability of Contractor Group and/or any other Person that is not
a Dow Eligible Recipient (this Subsection 1.1(a)(2) is subject to the
severability and related amendment provisions of this Contract). (b)
Definitions - as used in this Contract:
(1) "Bodily Injury" means any bodily injury of any kind or character, including without
limitation, any one or more of the following, collectively and individually: physical pain
and suffering, illness, sickness, disease, impairment of physical condition of the body,
or death, as well as any personal injury including, but not limited to, any invasion of personal
rights such as libel or slander, civil rights violation, invasion of privacy, tortious interference
with a contract, or mental suffering of any type. (2) "Claims" means all claims of any kind
or character, including without limitation, any one or more of the following,
collectively and individually: losses, costs (including, but not limited to, attorneys' fees, court costs,
and other costs of suit), demands, damages, judgments, penalties, liabilities, debts, expenses, lawsuits
and causes of action of whatever nature and character, whether arising out of or related to
contract, tort, strict liability, breach of warranty, products liability, misrepresentation, violation
of applicable law, and/or any source or cause whatsoever, without limit and without regard to the cause or
causes thereof, including, without limitation, Claims arising out of or alleged to arise out of
Bodily Injury or loss of property.

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(3) “Contractor Group" means any one or more of the following,
collectively and individually:
(A) CONTRACTOR, and its contractors or subcontractors of any tier; (B)
all agents, officers, directors, employees, servants, shareholders,
representatives, invitees, insurers, contractors or subcontractors of
any tier, of any Person listed in (A); and
(C) the spouses or relatives of any natural person listed in (A) or (B). (4)
“Eligible Recipient” means:

An "Eligible Recipient" is an entity that (1) is specifically designated by [Buyer)

in writing to [Seller) to be able to purchase [product or Services) under
this Agreement or otherwise be permitted to receive any and all benefits
under this Agreement and (2) which meets the following definition: "Eligible
Recipient" means:
a. Dow; b. any entity that is, or becomes, an Affiliate of Dow;
any entity that purchases after the effective date of the Agreement from
Dow or any Dow Affiliate all or substantially all of the assets or properties
of Dow or any Dow Affiliate, or of any division, marketing unit or business
unit thereof, provided that such entity agrees in writing to be bound by
the terms and conditions of
any entity that after the Effective Date is created using assets
this Agreement; d.
or properties of Dow or any Dow Affiliate,
provided that such entity agrees in writing to be bound by the terms and
conditions of this Agreement; any entity into which Dow or any Dow Affiliate
merges or consolidates, provided that such entity has assumed Dow's obligations
under this Agreement, and provided further that such entity agrees in writing to be
bound
by the terms and conditions of this Agreement; f. any entity which merges
into or consolidates with Dow or any Dow Affiliate;
g. any Affiliates or successors-in-interest to any entity set forth in paragraphs (c)
through (f), above; any third party to which Dow is contractually obligated
to perform services; and any other entities to which the Parties agree. For
the avoidance of any doubt, the parties expressly agree that DOW is not
responsible or liable for the performance, acts or omissions of its non-Dow
Eligible Recipients.
(5) “Dow Premises" means premises in the United States of America owned,
operated, or leased by any one or more of Dow Eligible Recipients or under
control of any one or more of Dow Eligible Recipients or on premises owned by
another party to which Dow is contractually obligated to provide services. (6)
"Performing Under This Agreement" means the performance, or the
non-performance, of this Contract or any contract or purchase order
entered into by CONTRACTOR and any one or more of Dow Eligible
Recipients during the term of this Contract. (7) "Person" means any natural
person, or any company, corporation, general or limited partnership,
limited liability company, joint venture, organization, association, or other enterprise or
entity.

1.2 Indemnification as to Liens. CONTRACTOR further agrees to protect, defend,

indemnify, and hold harmless Dow Eligible Recipients and any property (including without
limitation real estate or any chattels) of Dow Eligible Recipients from and against any and all claims,
demands, losses, causes, and expenses (including, without limitation, attorneys' fees, court costs,
and other costs of suit), arising out of mechanics and materialmen's liens or claims by any one
or more members of the Contractor Group, resulting from or relating to the performance
or non-performance of any work or operations in connection with this Contract or pursuant
to any contract or purchase order to which this Contract is applicable.

1.3 Effect of Indemnification. The indemnification provided in Sections 1.1 and 1.2 shall be effective to the
maximum extent permitted by applicable law. The express indemnities contained in this Contract are not
to Dow
exclusive, and Dow Eligible Recipients may pursue any other remedy otherwise available
Eligible Recipients with respect to the subject matter of this Contract, or any contract or
purchase order to which this Contract applies.

ARTICLE II CONTRACTOR RESPONSIBILITIES

2.1 Independent Contractor. CONTRACTOR shall be an independent contractor in

connection with this Contract, and any contract or purchase order to which this Contract
applies, and shall assume all of the rights, obligations, and liabilities applicable to it as such
independent contractor. Any provisions in this Contract, or in any contract or purchase
order to which this Contract applies, which may appear to give a Dow Eligible Recipient
the right to direct CONTRACTOR as to the details of doing the work or operations
covered by any such contract or purchase order, or to exercise a measure of control
over the work or operations, shall be deemed to mean that CONTRACTOR shall follow the Dow Eligible
Recipient's desires in the results of the work or operations only. No member of the Contractor Group shall
be considered an employee or agent of the Dow Eligible Recipients, nor shall any partnership,
co-venture, or joint-employer relationship be created by virtue of this Contract, or any contract or
purchase order to which this Contract is applicable, or the performance of any of them. All
persons engaged by CONTRACTOR, as employees, subcontractors, agents, or otherwise, to
assist CONTRACTOR in the performance of any work, operations, contract or purchase order to which
this Contract applies shall be of CONTRACTOR's own selection, for its own account, at its own
expense, and under its supervision.
2.2 Confidentiality. CONTRACTOR shall maintain in confidence, not disclose to any third party,
and not use, except for the specific purpose of performing in connection with this Contract, or
under any contract or purchase order with a Dow Eligible Recipient to which this Contract
applies, all information furnished to CONTRACTOR by the Dow Eligible Recipient or derived
from the Dow Eligible Recipient in the course of such performance, and shall return to the Dow
Eligible Recipient, upon request, all copies then in CONTRACTOR's possession of documents and other
tangible media furnished by or derived from the Dow Eligible Recipient in connection with such
performance. CONTRACTOR shall inform its suppliers and the
members of the Contractor Group of these obligations and shall require them to assume
equivalent obligations. When requested by Dow Eligible Recipients, employees, agents,
representatives, and subcontractors of the Contractor Group shall sign a confidentiality
agreement with respect to the services, goods, equipment or other work
provided to Dow Eligible Recipients.

2.3 Safety. CONTRACTOR Performing Under This Agreement shall adhere to the more
stringent of: (i) CONTRACTOR's safety rules or (ii) the safety rules of the individual Dow or
Dow Eligible Recipient location(s) and department(s) where the work or operations are being
performed, as updated, revised, or replaced from time to time.

2.4 Compliance. CONTRACTOR shall comply with all applicable Federal, state,
and local laws, rules, regulations, statutes, ordinances, and orders governing or
affecting the work or operations in connection with this Contract or under any
contract or purchase order with a Dow Eligible Recipient, including, but not limited
to, those regarding age, citizenship, hours, wages and conditions of employment; the
environment; the Equal Opportunity Clause contained in $202 of Executive Order
11246, as amended; Section 402, as amended, of the Vietnam Era Veteran's
Readjustment Assistance Act of 1974; Section 503, as amended, of the Rehabilitation
Act of 1973 and the Americans With Disabilities Act of 1990, as amended; and the Immigration
Reform and Control Act of 1986, as amended.

2.5 English Comprehension. Any natural person who is a member of the

CONTRACTOR GROUP and who comes on property leased, owned, operated, or
otherwise under the control of Dow Eligible Recipient shall be able to comprehend
English; for purposes of this Section 2.5, "comprehend English” is defined as the
ability to read and understand English, hear and understand in English, speak
and be understood in English, and write their own name and their employer's name
in English.
2.6 Statutory Employees. While Performing Under This Agreement in Louisiana, DOW (as
principal employer) and CONTRACTOR (as the direct employer of CONTRACTOR'S
employees) mutually agree that, with respect to the work or operations provided to Dow
Eligible Recipients in Louisiana in connection with this Contract, or under any contract
or purchase order to which this Contract applies, it is their intention to recognize the
applicable Dow Eligible Recipient as the statutory employer of (A) CONTRACTOR'S
direct employees and (B) employees which would otherwise be recognized as
CONTRACTOR'S statutory employees.

While Performing Under This Agreement in Michigan, DOW (as principal

employer) and CONTRACTOR (as direct employer) mutually agree to recognize
Dow Eligible Recipients as the statutory employer of CONTRACTOR's employees who
are injured while executing work or operations undertaken by Dow Eligible Recipients,
only in the event that CONTRACTOR is not subject to the Michigan's Workers' Disability
Compensation Act. Dow Eligible Recipients and CONTRACTOR mutually agree that if
CONTRACTOR is subject to the Michigan's Workers' Disability Compensation Act, then
CONTRACTOR will comply with all provisions of the Michigan's Workers' Disability
Compensation Act. If Dow Eligible Recipients compensates a CONTRACTOR employee,
who is injured while executing work or operations undertaken by Dow Eligible
Recipients, then CONTRACTOR must fully indemnify Dow Eligible Recipients for the
cost of all Michigan's Workers' Disability Compensation Act coverage extended to
CONTRACTOR'S employee.

ARTICLE III INSURANCE

3.1 Minimum Insurance. During the term of this Contract and until final acceptance by
the applicable Dow Eligible Recipient of all work or operations to be performed in
connection with this Contract or under any contract or purchase order to which
this Contract applies, CONTRACTOR shall carry the minimum insurance described in
Subsections 3.1.1, 3.1.2, and 3.1.3 below with insurance carriers rated at least A- by A.M. Best.
Nothing contained in this Section may be construed as limiting the liability assumed by
CONTRACTOR under Article I above.
3.1.1 Workers' Compensation Insurance and Employer's Liability Insurance including
occupational disease in accordance with the laws of the state(s) where the work or
operations are to be performed. CONTRACTOR and all subcontractors of any tier must
be subscribers to statutory Workers' Compensation Insurance.
(A) Workers' Compensation Insurance shall have the minimum limits as required by statute for
the state(s) where the work or operations will
be performed. (B) Employer's Liability Insurance shall have the following minimum
limits:
(i) Bodily injury by accident - $1,000,000 each accident; (ii) Bodily injury by disease -
$1,000,000 each employee; and
(iii) Bodily injury by disease - $1,000,000 policy limit. If the performance of work or
operations in connection with this Contract, or the performance of any contract or
purchase order to which this Contract applies, requires the use of watercraft or is
performed over water, CONTRACTOR shall also provide coverage for liability under
U.S. Longshoremen's and Harbor Workers' Compensation Act and liability for admiralty
benefits and damages under the Jones Act and any other endorsements that may be
appropriate for work or operations in connection with watercraft or water.

3.1.2 Commercial General Liability Insurance, including contractual liability,

products, completed operations (completed operations coverage shall be
extended for a period of 2 years following final acceptance of the work or operations by
the applicable Dow Eligible Recipient), and personal injury liability coverage, with
limits of not less than $2,000,000 combined single limits each occurrence.

3.1.3 Automobile Liability Insurance, on each and every unit of automobile

equipment, whether owned, non-owned, hired, operated, or used by
CONTRACTOR and/or its subcontractors of any tier in the performance of this Contract,
or any contract or purchase order to which this Contract applies, covering injury,
including death, and property damage, in an amount not less than $1,000,000 per
accident.

3.2
Additional Insurance Requirements. CONTRACTOR shall abide by the following additional
insurance requirements:

3.2.1 Add to Policies as Additional Insured: All insurance policies purchased and
maintained in compliance with Subsections 3.1.2 and 3.1.3, as well as any excess
and/or umbrella insurance policies, shall name DOW and Dow Eligible Recipients
as additional insureds. Additional insured coverage must be evidenced by use of
ISO Endorsement Form No. CG2010 "Additional Insured - Owners, Leases or
Contractors - Form B" and must include all of the entities or persons listed above.
NOTE: THIS ENDORSEMENT SHALL NOT BE AMENDED IN ANY WAY.

3.2.2 Waiver of Subrogation: All insurance policies purchased and maintained in

compliance with Section 3.1, as well as any excess and/or umbrella insurance policies,
shall be endorsed to provide that underwriters and insurance companies of
CONTRACTOR may not have any right of subrogation against DOW or Dow Eligible
Recipients.

3.2.3 Primary Insurance: All insurance policies purchased and maintained in

compliance with Section 3.1, as well as any excess and/or umbrella insurance
policies, shall be endorsed to provide that the coverage provided by CONTRACTOR's
insurance shall always be primary coverage and non-contributing with respect to any
insurance carried by DOW and/or Dow Eligible Recipients.

3.2.4 Notice of Cancellation: All insurance policies purchased and maintained in

compliance with Section 3.1, as well as any excess and/or umbrella insurance policies,
shall be endorsed to provide that 30 days' prior written notice shall be given DOW in the
event of cancellation or material change in the policies.

3.2.5 Liability Endorsement: All insurance policies purchased and maintained in

compliance with Subsection 3.1.2, as well as any excess and/or umbrella
insurance policies, shall be endorsed to provide coverage for liability assumed by
CONTRACTOR under all written contracts between the applicable Dow Eligible
Recipient(s) and CONTRACTOR.
3.2.6 Waiver of Right of Recovery: CONTRACTOR and its subcontractors of any tier at
all times shall waive any right of recovery against DOW and Dow Eligible Recipients for
loss or damage covered by insurance of the types purchased and maintained in
compliance with Section 3.1, as well as any excess and/or umbrella insurance policies.

3.2.7 Certificates: CONTRACTOR shall furnish DOW, prior to the commencement of

any work or operations in connection with this Contract, or under any contract or
purchase order to which this Contract applies, with a certificate or certificates, properly
executed by the insurance carrier, showing all the insurance described in Section 3.1 to be in
force. These certificates shall include specific reference to compliance with Subsections 3.2.1,
3.2.2, 3.2.3, 3.2.4, and 3.2.5, and shall include the following statement, "The General
Liability and any excess and/or umbrella liability insurance certified hereunder includes
coverage for liability assumed by the Insured under all written contracts between The Dow
Chemical Company and the Insured".

ARTICLE IV MISCELLANEOUS

4.1 Amendments, Terms. Survival. This Contract represents the complete agreement
between DOW and CONTRACTOR regarding the subject matter contained in this
Contract, and any change, alteration, or modification to this Contract must be mutually agreed
upon in writing by the respective duly authorized representatives of both parties. This Contract
shall remain in force until canceled or terminated by either party by giving the other party fifteen
(15) days' prior written notice; provided, however, that the provisions of Article I and
Section 2.2 shall survive any such cancellation or termination and shall continue in full
force and effect as to any work or operations commenced in connection with this Contract, or as
to any contract or purchase order to which this Contract applies, prior to such cancellation
or termination.

4.2 Counterparts. DOW and CONTRACTOR, agreeing to all the terms and conditions in
this Contract, executed this Contract in duplicate, any signed copy of which shall be
deemed the original, effective the date first above written.

4.3 Governing Law. This Contract shall be governed by, and construed according to, the
laws of the state in which the related work, activities or operations occur, and no conflict
of laws rules of any state shall apply to cause the laws of another jurisdiction to apply.

4.4 Limitations, invalidity and severability. Should any indemnification provisions set
forth in this Contract be limited by any law then applicable to this Contract or to a
contract or purchase order to which this Contract applies, this Contract shall
automatically be deemed amended to provide indemnification under this Contract to the
maximum extent permitted by such applicable law. However, and in any event, if any
provision of this Contract is held invalid, the invalidity shall not affect other provisions or
application of the Contract which can be given effect without the invalid provision or
application, and to this end the provisions of this Contract are declared to be severable.

4.5 Assignment: This Agreement cannot be subcontracted, assigned or

transferred by Contractor without Dow's prior written approval. However, Dow may
assign this Agreement in whole or in part without Contractor's prior written consent.

AGREED TO AND ACCEPTED:

THE DOW CHEMICAL COMPANY

[FULL LEGAL NAME OF THE CONTRACTOR]

Signed:
Signed:

Name: _
Name: _

Title:
Title:

Date:
Date:
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