OnVie Vendor Contract Addendum
Condensed OnVie Vendor Contract Addendum
This summary highlights key terms. The full OnVie Vendor Contract Addendum controls if there is any conflict.
1. Termination
- OnVie may terminate the agreement or any services at any time, with or without cause, by written notice.
- Vendor is entitled to payment for approved services performed through the date of termination, consistent with the payment terms in the main agreement.
2. Limitation of Liability
- Neither OnVie nor Vendor is liable for indirect, incidental, special, or consequential damages related to the services.
- Except where prohibited by law, the total liability of either party is limited to the amounts due to Vendor under the main agreement.
3. Indemnification
- Vendor will defend, indemnify, and hold harmless OnVie, the community association or owner, and their officers, directors, employees, and agents from third-party claims, damages, losses, and expenses, including reasonable attorney’s fees, arising out of:
- Vendor’s work,
- Vendor’s or its employees’ or subcontractors’ negligence or willful misconduct, or
- Vendor’s breach of the agreement or this Addendum,
except to the extent caused by the negligence or willful misconduct of an indemnified party.
4. Insurance
- Vendor must maintain, at its own cost, appropriate insurance coverage, which generally includes:
- Commercial general liability,
- Automobile liability if vehicles are used for services,
- Workers’ compensation and employer’s liability as required by law, and
- Professional liability or errors and omissions insurance if applicable to the services.
- At OnVie’s request, Vendor will provide certificates of insurance and name the community association or owner and OnVie as additional insureds where required.
5. Dispute Resolution
- The parties will first try to resolve any dispute through good-faith discussions.
- If they cannot resolve the dispute, they will submit it to mediation in the Texas county where the services are performed, unless both parties agree otherwise.
- If still unresolved, either party may file a claim in the state or federal courts located in that county, within the time allowed by applicable law.
6. Waiver of Jury Trial
- To the fullest extent permitted by law, both parties waive the right to a jury trial in any legal action related to the agreement or this Addendum.
7. Legal Fees
- If a party brings a legal action to enforce the agreement or this Addendum, the prevailing party may recover its reasonable attorney’s fees and costs from the other party, where allowed by law.
8. Independent Contractor
- Vendor is an independent contractor and not an employee, partner, or joint venturer of OnVie or the community association.
- Vendor is solely responsible for its employees, subcontractors, taxes, benefits, and compliance with applicable laws.
9. Assignment and Delegation
- Vendor may not assign the agreement or delegate its duties without OnVie’s prior written consent.
- OnVie may assign the agreement to its affiliates, successors, or the applicable community association or owner.
10. Governing Law and Venue
- The agreement and this Addendum will be governed by and construed in accordance with the laws of the state in which the services are primarily performed, without regard to conflict of law principles.
- Venue for any legal action will lie in a court of competent jurisdiction located in that state and county, unless otherwise required by law.
11. Entire Agreement; Amendments; Order of Control
- The main agreement and this Addendum together form the full agreement between OnVie and Vendor regarding the services.
- Any change must be in a written document signed by both parties.
- If there is a conflict between the main agreement and this Addendum, this Addendum will control for the topics it addresses.
A full copy of the OnVie Vendor Contract Addendum is available from your OnVie or OnPlace contact.
By signing below, you acknowledge that you have read, understand, and agree to the terms outlined above.*