SOVEREIGN COMMERCIAL SERVICES, INC.

VENDOR REQUIREMENTS

Version 1.0  |  Effective September 1, 2026  |  Posted at https://www.sovereigncs.com/vendor-requirements

1. Purpose and Incorporation

These Vendor Requirements set the operational and compliance requirements for subcontractors (“you”) engaged by Sovereign Commercial Services, Inc. (“Sovereign”). They are incorporated by reference into the Master Subcontractor Services Agreement (the “MSA”). They cover operational and compliance matters only and do not change the core terms of the MSA. These Requirements are subject to both the MSA and the applicable State-Specific Terms in Appendix 1 to the MSA. In any conflict, the MSA controls, except that where these Requirements state a higher insurance limit, the higher limit applies, subject to Appendix 1. Capitalized terms have the meanings given in the MSA.

2. Updates, Notice, and Records

Sovereign may update these Requirements from time to time. A material change, such as an increase in required insurance limits, applies only to Work Orders accepted on or after its stated effective date. A non-material operational, safety, security, or site-procedure change may apply to Services already in progress after reasonable notice, provided it does not materially increase your cost, insurance obligation, financial exposure, or substantive liability. Sovereign gives notice of changes by email to the address you have on file and/or through the vendor portal, stating the effective date. If you object to a material change, your remedy is to decline new Work Orders and/or terminate the MSA. Sovereign keeps dated, archived versions of these Requirements and a per-vendor record of the versions you accepted, when and how, and the change notices sent to you. The version applicable to a Work Order is the version accepted and in effect when that Work Order was accepted, subject to any non-material change validly made applicable to Services already in progress under this Section. These Requirements cannot amend Appendix 1.

3. Insurance

You must carry and maintain, at your own expense, at least the following coverage and limits, and provide certificates and the required endorsements before performing any Services.

Additional insured, endorsements, and certificates:

●        On your Commercial General Liability policy, name Sovereign and the applicable Client (including Bright Horizons Family Solutions LLC where applicable) as additional insureds, on a primary and non-contributory basis, with a waiver of subrogation. Additional-insured status is required only on the policies specified here; it is not required on workers’ compensation or professional liability.

●        Auto coverage: where you own no vehicles, a Work Order or your vendor classification may waive owned-auto coverage, but hired and non-owned coverage is still required where the exposure exists.

●        Insurers must be rated A.M. Best “A” or better and financial size “IX” or better.

●        Provide certificates and the additional-insured and waiver-of-subrogation endorsements before you first perform Services, and renewed certificates before any policy expires.

●        Do not rely on the certificate alone for cancellation notice. Provide the appropriate cancellation-notice endorsements where commercially available, and in all cases notify Sovereign promptly after you learn of any cancellation, non-renewal, or material reduction in required coverage.

4. Workers’ Compensation

If you have one or more employees, you must carry Workers’ Compensation at statutory limits and Employer’s Liability at the limits above, whatever work you do for us. A vendor claiming an exemption from Workers’ Compensation shall provide documentation reasonably satisfactory to Sovereign establishing that the exemption is valid under the law applicable to the Services. Sovereign may nevertheless require coverage as a condition to particular Services or Locations. The portal does not automatically approve an exemption based solely on entity type. You must disclose your employee status accurately, and if you later hire anyone you must obtain coverage and provide a certificate before that person performs Services. An Owner-Employee Vendor must carry Workers’ Compensation and Employer’s Liability for its working owner and other personnel whenever applicable law treats those individuals as employees or otherwise requires coverage.

5. Background Screening and Clearances

Everyone you assign to a Client location must complete and clear required background screening before their first visit and keep all required clearances current, following the law of the state where the work is performed and the Client’s rules. Requirements typically include a state child-abuse or central-registry clearance, a state criminal history record check, a fingerprint-based FBI check, and screening against the National Sex Offender Public Website and the applicable state sex-offender registry before assignment. No one on a sex-offender registry may be assigned. For Pennsylvania work, these are the Pennsylvania Child Abuse History Certification, the Pennsylvania State Police Criminal History Record Check, and the DHS fingerprint-based FBI check.

You must also: not allow anyone whose clearance has expired or become invalid to work; screen any substitute or replacement worker before access; immediately report any known disqualifying event; obtain any legally required consent from your personnel to screen them; provide the current clearances or compliance evidence Sovereign requires before first site access and on renewal; transmit screening information securely; limit access to personnel with a legitimate business need; and retain or destroy sensitive screening information in accordance with applicable law and Client Requirements.

6. Site Conduct and Safety

You are responsible for safe performance and for complying with all applicable safety laws and Client site rules. This includes, without limitation:

●        OSHA compliance, appropriate personal protective equipment, and safe use of ladders and lifts.

●        Lockout/tagout, electrical safety, and safe handling of chemicals with required Safety Data Sheets.

●        Stopping work and notifying Sovereign immediately on discovering suspected asbestos, lead, mold, or other hazardous materials, or any unsafe or undisclosed condition.

●        Reporting injuries, property damage, and any child-safety concern immediately.

●        No weapons, drugs, or alcohol on Client premises; proper control of keys and access credentials; and respect for secure areas and Client property.

●        Cleaning up the work area and leaving it safe and free of debris.

Services at a Client childcare center are performed before or after the center’s operating hours unless Sovereign approves otherwise in writing, and anyone permitted to work during operating hours must first pass all screening the Client requires. Follow all Client check-in procedures. No unsupervised contact with children. Photographing children is prohibited absolutely.

7. Invoicing

Submit all invoices to Sovereign only, at [email protected] or through the vendor portal. Never invoice the Client. On-site personnel may communicate with the center only for routine access, safety, and immediate coordination, and never about pricing, scope, invoices, or future work; refer any Client request for extra work to Sovereign. Submit each invoice as soon as possible after completion, ideally within 24 to 48 hours, and within an administrative deadline of 30 days. A late invoice does not automatically forfeit payment, but you are responsible for any charge Sovereign actually loses with its Client because your invoice was late. Each invoice must include:

●        The Work Order or purchase number, and the Client and center name, address, and number.

●        Itemized labor and materials as separate line items, with overtime, emergency, and travel charges shown separately.

●        A backup receipt for any individual material charge over $200.

●        Any required tax documentation and your remittance details.

Project Work is paid within 14 days of confirmed job completion; Recurring Services are paid within 30 days of invoice. If an invoice is disputed or rejected, Sovereign will identify the issue and you may correct and resubmit.

8. Work Order Management and Close-Out

Use the systems Sovereign designates, including any Client CMMS, to schedule, update, and document Work Orders, and record required status updates, notes, and completion photos. Do not close, complete, or finalize a Work Order yourself. When your work is done, set it to the review status Sovereign designates (for example, “paused” or “pending review”). The CMMS or portal status is administrative only; Sovereign’s review determines contractual completion, subject to the deemed-confirmation timing in Section 4 of the MSA.

9. Supplier Code and Client-Specific Requirements

9.1 General Supplier Conduct.

You and your personnel must conduct business honestly and in compliance with law; comply with the FCPA and applicable anti-corruption and anti-money-laundering laws and give no kickbacks, gifts, or inducements to Client employees; disclose any conflict of interest; provide a workplace free of discrimination, harassment, and abuse, and follow wage-and-hour and safety laws; use no child labor, forced labor, or trafficking; safeguard Client confidential information and never trade on it; and report any suspected code violation or any data breach promptly, and within 24 hours where the Client’s code requires.

9.2 Client-Specific Requirements.

The following Client-Specific Requirements apply when you perform Services for the identified Client. Client-Specific Requirements may supplement operational and compliance obligations but may not amend a core MSA term except as the MSA expressly permits and you affirmatively accept. Bright Horizons Family Solutions LLC: you must comply with the Bright Horizons Supplier Code of Conduct, effective March 31, 2026, an archived copy of which is maintained with this version of the Vendor Requirements. Sovereign identifies each incorporated Client code by title and effective date and retains an archived copy rather than relying only on a link whose contents can change. The current Bright Horizons code is available at https://www.brighthorizons.com/about/supplier-center/supplier-code-of-conduct. Any mandatory federal subcontractor clause that the Bright Horizons Prime Contract requires to be incorporated verbatim or by prescribed language will be included here or in an accompanying Client-specific notice made available before the applicable Work Order is accepted.

10. Onboarding

Compliance status is verified before Work Orders are issued, personnel are dispatched, or site access is authorized. Failure to maintain required compliance may result in suspension of new assignments or site access, and may affect payment only to the extent permitted by the MSA and applicable law. An Owner-Operator must complete the Independent Business Status Review before approval and must update it when any material fact changes. An Owner-Employee Vendor must provide evidence reasonably sufficient to show that every person performing Services, including a working owner where applicable, is a bona fide employee of that vendor and is treated as such in fact. Onboarding collects at least:

●        Legal entity name, EIN, state of organization, and business address; owners where needed.

●        Licenses; insurance certificates and endorsements; Workers’ Compensation status and employee count or status.

●        Independent-business information for an Owner-Operator, including business formation and history; business name and separate records; business location; other customers or active marketing; licenses and registrations; tax filing status; tools, equipment, vehicles, and capital investment; pricing and profit-or-loss exposure; insurance; and the right to hire and fire its own employees without Sovereign approval. State-specific certifications in Appendix 1 are collected where applicable.

●        For an Owner-Employee Vendor: entity and tax classification showing the entity is legally capable of employing the working owner; payroll and Form W-2 treatment where required; Workers’ Compensation coverage; unemployment and employer registrations where required; and confirmation that the entity is independently established and was not created at Sovereign’s direction as a device to avoid worker-classification law.

●        ACH or payment information; a contractual notice email; an operational contact; and an emergency contact.

●        Electronic acceptance of the MSA, Appendix 1, and the current Vendor Requirements, which is recorded with the versions accepted.

11. Incident Reporting

Report the following to Sovereign immediately after discovery, and in no event later than twenty-four (24) hours after discovery unless a shorter period is required by Client Requirements: any injury; property damage; child-safety concern; criminal allegation; material Client complaint; cybersecurity or data-security incident; environmental release; regulatory citation; or threatened claim. Emergencies and matters presenting an immediate safety, child-protection, security, or operational risk must be reported at once by the fastest practical method.

12. Cybersecurity and Systems Access

Any vendor with CMMS or portal credentials must: protect credentials and use individual rather than shared accounts; report any known or suspected compromise immediately after discovery and in no event later than twenty-four (24) hours after discovery, or sooner if Client Requirements require; access data only as needed for the Services; not download unnecessary Client information; comply with Sovereign’s and the Client’s designated security requirements; and return or destroy data when it is no longer required.

13. Contact

Sovereign is your single contractual and commercial point of contact, at [email protected]. On-site interaction with a center is limited to routine access, safety, and coordination. Do not contact the Client about pricing, scope, invoices, or future work.