Independent Contract for Residential Remodeling Services & Initial Work Order
Schedule of Incorporated Terms
The below Schedule of Incorporated Terms are included in this Agreement.
Contract Date
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Month
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Day
Year
Date
Legal Name of Person Completing This Form ("Independent Contractor")
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First Name
Last Name
Independent Contractor Company Name (if applicable) ("Independent Contractor")
Title of Person at Company Completing This Form (if applicable)
Cell Number of Person Completing This Form
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Area Code
Phone Number
Email Address of Person Completing This Form
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example@example.com
Individual or Company Address
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Street Address
Street Address Line 2
City
State / Province
Postal / Zip Code
Initial Work Order
Property Address Where Work To Take Place (the "Property")
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Total Contract Price Paid Upon Completion
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Including Materials Provided By Independent Contractor (DO NO include Materials Provided by Property Owner)
All Work to Be Completed By Independent Contractor
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(please be very specific if possible)
Materials Provided by Independent Contractor
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(please be very specific if possible)
Materials Provided by Property Owner
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(please be very specific if possible)
Start Date of Work
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Finish Date of All Work
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DO NOT START WORK UNTIL AGREEMENT IS SIGNED BY PROPERTY OWNER AND RETURNED TO YOU THE CONTRACTOR.
By entering my name in the box to the right and clicking the "SUBMIT" button below, I agree to the Schedule of Incorporated Terms, the Initial Work Order, and the Additional Conditions of Independent Contractor Agreement. Furthermore, the duly authorized representative of the Independent Contractor, or the Independent Contractor himself or herself, intending to be legally bound, has executed this Agreement as of the Contract Date. I AGREE TO NOT START WORK UNTIL THIS AGREEMENT IS ACCEPTED BY PROPERTY OWNER AND RETURNED TO ME THE INDPENDENT CONTRACTOR
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Type Your Full Name in the Above Box.
Submit
Additional Conditions of Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into on the Contract Date by and between the independent contractor noted above ("Independent Contractor") and A&H Properties Inc., a Maryland Corporation ("Property Owner") with offices at 6314 Windsor Mill Road STE 201 Baltimore MD 21207 (“Property Owner Address”). WITNESSETH: WHEREAS, the Property Owner is engaged in the ownership of investment property in the United States; WHEREAS, Independent Contractor is a skilled service technician and/or employs or sub-contracts skilled service technicians capable of providing renovation, repair and maintenance services to the Property Owner as an independent contractor, consistent with the Property Owner’s standards of quality and workmanship; WHEREAS, the Property Owner desires to obtain renovation, repair and maintenance services (“Services”) as requested by Property Owner from the Independent Contractor for Property Owner’s projects in the state of Maryland; NOW THEREFORE in consideration of the mutual covenants herein contained, and other good and valuable consideration, the Parties hereto mutually agree as follows: 1. Work Orders. a. Property Owner shall request Services from Independent Contractor in the form of a Work Order. Once a Work Order is issued, the Independent Contractor shall begin work immediately or notify the Property Owner in writing of non-acceptance of the Work Order within four (4) hours of Property Owner ’s transmission of the Work Order. Failure to notify the Property Owner within four (4) hours in writing of the non-acceptance of the Work Order constitutes Independent Contractor’s acceptance of the Work Order and the Independent Contractor assumes the responsibility of completing the Work Order and the Services set forth therein in accordance with this Agreement. b. Property Owner may terminate a Work Order at any time by giving notice to Independent Contractor. Where the cancellation is due to changes made by Property Owner ’s client, Property Owner will compensate the Independent Contractor for Independent Contractor's work performed prior to cancellation of Work Order. The Property Owner may cancel a work order if, in the Property Owner ’s sole discretion, the Independent Contractor is not performing adequately or has not commenced work in a timely manner, in which case the compensation paid to Independent Contractor shall be determined at the sole discretion of Property Owner. c. Upon any termination of a Work Order, Independent Contractor will provide any transition assistance that may be reasonably requested by the Property Owner. The obligations of each party incurred prior to the effective date of termination of a Work Order shall continue in full force and effect notwithstanding the expiration or termination of the Work Order. Termination of a Work Order shall not affect this Agreement. 2. Independent Contractor Services and Personnel Credentials. Independent Contractor warrants and agrees that it will not accept assignment Work Order from the Property Owner unless the Independent Contractor and all employees, agents, representatives and/or sub-contractors of Independent Contractor (collectively, “Independent Contractor’s Workers”) that will render Services: (i) possess the capability, knowledge and experience to perform the Services and will provide such Services in a professional and workmanlike manner and in accordance with industry standards; (ii) have, and will have at all times while rendering Services, the legal right to work in the United States and have complied with all applicable immigration laws and regulations; and (iii) are not, and will not be at any time while rendering Services, restricted by contract or otherwise in any way from performing the Services. 3. Entire Agreement. This Agreement, as well as each Manager’s Field Report, Job Confirmation Report and Work Order prepared by the Property Owner and/or Independent Contractor and accepted by the other party, and any exhibits to this Agreement, constitute the entire agreement of the parties concerning the subject matter hereof and supersedes all prior discussions, negotiations and agreements. 4. Compliance with All Applicable Laws. Independent Contractor warrants that it fully understands and is in compliance with all laws, regulations and ordinances regulating its work. 5. Required Insurance Coverage. a. Health and Medical Insurance: Independent Contractor acknowledges that it is in compliance with all applicable laws, regulations and ordinances regarding the maintenance and/or provision of health and medical insurance, including but not limited to the Affordable Care Act and possesses or provides all such required health and medical insurance. b. General Liability Insurance: Independent Contractor warrants that it will, at its own cost and expense, maintain in full force and effect General Liability Insurance Policies on an incurrence form in the aggregate minimum amount of One Million Dollars ($1,000,000) valid in all places in which Independent Contractor’s Workers render Services. c. Independent Contractor warrants that Independent Contractor will obtain general liability and worker’s compensation insurance policy certificates from any of its subcontractors or independent contractors that render Services. Such subcontractors or independent contractors of Independent Contractor shall hold the Property Owner harmless and shall name the Property Owner as an additional insured and certificate holder in their general liability insurance policies valid in all places in which Independent Contractor’s Workers render Services. d. Workers’ Compensation Coverage: Independent Contractor warrants that it maintains workers’ compensation insurance in compliance with all applicable laws, regulations and ordinances in all jurisdictions where Services are rendered. e. Independent Contractor further warrants that in no event will the Property Owner be liable to Independent Contractor or Independent Contractor’s Workers for their injury claims and/or worker’s compensation claims or other damages or losses. If such claims are made against the Property Owner, Independent Contractor agrees to reimburse, indemnify and hold harmless the Property Owner for any expenses, costs, losses or damages (including judgments or awards) paid by the Property Owner in connection with such claims. f. Independent Contractor shall submit to Property Owner a copy of its current insurance policies, certificates of coverage and other related documents for all insurance policies referenced in this Agreement (i) within seven (7) days after the execution of this Agreement; (ii) within seven (7) days after any changes are made to the material terms, coverages, covered parties or coverage amounts of any insurance policy; and (iii) within three (3) days of request by Property Owner for such documents. Independent Contractor shall notify Property Owner within three (3) days of the termination, suspension, expiration, non-renewal, revocation or lapse of any insurance policy referenced in this Agreement. 6. Maintenance of Current Business Licenses. Independent Contractor warrants that it will, at its own cost and expense, maintain in full force and effect all business licenses, registrations and approvals as may be required by applicable law, regulation or ordinance in each jurisdiction where it renders Services hereunder. Independent Contractor shall submit to Property Owner a copy of its current licenses, registrations and approvals and other related documents (i) within seven (7) days after the execution of this Agreement; (ii) within seven (7) days after any changes are made to such licenses, registrations or approvals; and (iii) within three (3) days of request by Property Owner for such documents. Independent Contractor shall, within three (3) days, notify Property Owner of any expiration, suspension, termination or revocation of any such license, registration or renewal or any administrative, regulatory or government action seeking the suspension, termination or revocation of such licenses, registrations or approvals. 7. Background Check Requirements. Independent Contractor shall, immediately upon the request of Property Owner and pursuant to the reasonable directions and instructions of Property Owner, obtain a background check for itself, Independent Contractor’s Workers and its employees, agents and representatives. Independent Contractor shall promptly submit to Property Owner any background checks requested by Property Owner. Property Owner may share any such background checks with Property Owner ’s clients. 8. Relationship of Parties. Property Owner and Independent Contractor are independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, agency, joint venture or employer/employee relationship between the parties. Neither party has the authority to assume or create any obligation or responsibility on behalf of or in the name of the other party. 9. Conflict of Interest. Independent Contractor is prohibited from accepting a Work Order from Property Owner and bidding to perform for any person or entity the same or similar services as set forth in that Work Order. 10. Independent Contractor’s Duties. Independent Contractor, and not Property Owner, is responsible for the manner and method in which Independent Contractor and Independent Contractor’s Workers perform Services. Independent Contractor is responsible for properly supervising and controlling its employees, agents and representatives, including subcontractors, and the services they provide to Property Owner hereunder. The Services and labor performed by Independent Contractor and Independent Contractor’s Workers are for the benefit of Independent Contractor alone, and not for the benefit of the Property Owner or the Property Owner ’s clients. Independent Contractor is solely responsible for the quality, adequacy and safety of all Services performed by Independent Contractor and Independent Contractor’s Workers and for the consequences, including personal injuries and property damages, resulting from such performance and/or from any conduct, errors or omissions by Independent Contractor or Independent Contractor’s Workers. Independent Contractor must provide the necessary tools, transportation and equipment to perform Services. Independent Contractor is free to work for other principals except as expressly prohibited by this Agreement. Independent Contractor, not Property Owner, is responsible for hiring, managing, supervising and compensating Independent Contractor’s Workers. Independent Contractor is required to inspect each location where Services are to be rendered for hazardous conditions and, if hazardous conditions are discovered, to immediately notify Property Owner about such hazardous condition and provide a full description of such hazardous condition and provide photographs of such hazardous condition. 11. Indemnification and Liability. Independent Contractor shall indemnify, hold harmless and reimburse Property Owner and Property Owner ’s clients, and each of their employees, shareholders, members, officers, directors, agents, successors, assigns, contractors, subcontractors, residents, visitors, licensees, invitees, permitees and representatives, against and from any and all allegations, demands, claims, liabilities, damages, suits, judgments, expenses, fines, penalties or costs of whatever nature (including reasonable attorneys’ fees and court costs), and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise from any party (including Independent Contractor, any of Independent Contractor’s employees, contractors or subcontractors or any third party), whether or not occurring during the term hereof and arising out of or in any way connected with (i) any actual or alleged violation or breach by Independent Contractor (or any of its employees, contractors or subcontractors) of any of the terms and conditions of this Agreement; (ii) any conduct, error or omission of Independent Contractor or Independent Contractor’s Workers, agents or representatives or (iii) the Services provided by Independent Contractor (or any of its employees, contractors or subcontractors) hereunder or any related act or failure to act by Independent Contractor (or any of its employees, contractors or subcontractors). No conduct, act or omission by Property Owner or Property Owner ’s clients, employees, shareholders, officers, directors, agents or representatives shall limit the foregoing indemnification. 12. Independent Contractor Compensation. Independent Contractor is paid by Work Order and not by the hour or other time-measured basis. Independent Contractor is required to submit all invoices to the Property Owner for all Services performed related to a Work Order within thirty (30) days of completing the services set forth in a Work Order. Independent Contractor forfeits any payment or claims for compensation related to any Work Order if invoices related to such Work Order is received by Property Owner more than thirty (30) days after completion of the Services set forth in such Work Order. 13. Payment Disputes. In the event of a payment dispute between Independent Contractor and Independent Contractor’s Workers related to Services performed hereunder, Property Owner may, at its election and sole discretion, (i) withhold paying Independent Contractor’s invoices up to the disputed amount until such dispute is resolved and then immediately pay the party entitled to such funds; and/or (ii) exercise any and all legal remedies, including any procedure available for seeking court intervention or resolution of such payment dispute and withhold payment of the disputed amount until a court orders otherwise. A payment dispute exists if Independent Contractor’s Workers demand payment from Property Owner related to a Work Order or Services, file suit related to a Work Order or Services and/or file a lien or threaten to file a lien related to a Work Order or Services. Independent Contractor shall be liable to Property Owner for all reasonable attorneys’ fees and court costs incurred by Property Owner in connection with any payment dispute and the resolution thereof, and may deduct, withhold or setoff such fees and costs from the Independent Contractor’s invoices or other amounts paid hereunder. 14. Remedies. If Independent Contractor (i) fails to timely or adequately perform Services contained in a Work Order; (ii) a Property Owner client alleges that it is entitled to a refund or setoff for Services not performed by Independent Contractor in a timely or adequate manner; or (iii) Property Owner , at its election and sole discretion, contracts with another independent contractor to satisfactorily complete Services in a Work Order accepted by Independent Contractor, then Property Owner may seek reimbursement or indemnification from Independent Contractor for any costs, expenses or other damages or losses arising therefrom. In addition to the foregoing, Property Owner may exercise any and all legal or equitable remedies available to it by law or pursuant to this Agreement. The parties waive any rights that they may have to a trial by jury of any action, controversy or other matter arising out of or in any way related to this Agreement. Damages recoverable under this Agreement shall be limited to actual damages and shall not include consequential, general, incidental or punitive damages unless (i) such damages relate to or arise from the indemnification of a party hereunder or are available for or in connection with a claim against which a party is indemnified hereunder; or (ii) the breaching party committed fraud or intentional misconduct. 15. Liens. If a lien is filed or asserted by any person or entity against any the Property Owner or against the property of Property Owner ’s client as the result of Services performed by Independent Contractor or Independent Contractor’s Workers, agents, representatives, suppliers or materialmen or as the result of any act, error or omission by any of the foregoing persons or entities, then Independent Contractor shall promptly and at its own expense, take any and all action necessary to cause the full and final release of any such lie. Independent Contractor shall not be entitled to reimbursement by the Property Owner for any expenses incurred, including but not limited to, reasonable attorneys’ fees and costs, in connection with performing its obligations pursuant to this paragraph. 16. Termination of Agreement. Property Owner may terminate this Agreement at any time and with immediate effect by providing notice to Independent Contractor via e-mail, mail or telephone. Independent Contractor may terminate this Agreement by providing thirty (30) days written notice to Property Owner. 17. Non-Disparagement. The parties agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that can reasonably be considered derogatory in any way about the other to the media, investors, potential investors, industry analysts, competitors, strategic partners, employees, suppliers, vendors, independent contractors and/or clients. The parties acknowledge and agree that this prohibition extends to any postings on the internet by, on behalf of or at the direction of a party. 18. Confidentiality. As used herein, “Confidential Information” includes, but is not limited to, proprietary or personal information relating to Property Owner, Property Owner ’s clients, Property Owner ’s employees, employees of Property Owner ’s clients, customers of Property Owner ’s clients, the terms of this Agreement, terms of all Work Orders, information relating to the location or sites where Independent Contractor renders Services, compensation and pricing. Independent Contractor agrees to use Confidential Information solely for the purposes of the applicable Work Order and for the benefit of Property Owner and/or Property Owner ’s client. Independent Contractor shall not disclose Confidential Information to any third party unless such disclosure is required by an order of a court or by any law, rule or regulation, or if it receives written consent from Property Owner. Independent Contractor shall take reasonable precautions to prevent the accidental or unauthorized disclosure of Confidential Information and shall be liable for the disclosure of Confidential Information by Independent Contractor’s Workers and its employees, agents, representatives. Independent Contractor will immediately notify Property Owner of any security breach or incident affecting Confidential Information, and such notification will include a summary of the security breach or incident and a summary of the remediation or action plans that will address the identified security breach or incident. 19. Maintenance of Business Records. Independent Contractor will maintain (i) a complete audit trail of all transactions and activities, financial and nonfinancial, that relate to the Services; and (ii) such other records and information as requested by Property Owner in form and substance reasonably acceptable to Property Owner. During the term of this Agreement and for a period of seven (7) years after the termination hereof (or for so long as Independent Contractor is required by any applicable law, regulation or ordinance to maintain the foregoing records, if longer than otherwise required hereunder), Property Owner may itself, or through its designated agent, review and/or audit all such records during normal business hours upon no less than five (5) business days prior written notice. Independent Contractor shall provide to Property Owner, its clients, agent or auditors, full and unrestricted access to Independent Contractor personnel and/or any or all of records, data and information related in any way to the Services performed hereunder or to any other matters related to or arising from this Agreement. 20. Non-Exclusivity. This Agreement is a non-exclusive arrangement between the parties. 21. Interpretation. Each party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor or against any party by reason of the extent to which any party participated in the preparation of this Agreement. The recitals set forth on the first page of this Agreement are a substantive and integral part hereof and are incorporated herein. 22. Execution and Enforcement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution may be affected by delivery of facsimiles or electronic copies of signature pages and the parties waive any objection to the use of facsimile or electronic copies of signatures in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction and agree that the foregoing shall be admissible and enforceable to the same extent as an original. 23. Severability. If any provision of this Agreement conflicts with the applicable law or if any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, that provision will be interpreted to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remaining provisions of this Agreement shall nonetheless remain in full force and effect to the maximum extent permitted by law. 24. Survival. Paragraphs 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23 and 26, of this Agreement shall survive the termination of this Agreement. 25. Notices. Where this agreement requires or permits a notice, request, demand or other communication, each party shall send all such communications via e-mail to or via United States mail, overnight courier or messenger, in each case properly addressed as follows: To Property Owner: A&H Properties Inc, 1783 Forest Drive STE 342 Annapolis MD 21401 To Independent Contractor Address Noted Above Any such notice shall be deemed to be properly made only when received by the receiving party. A party may change its addresses as set forth above by providing notice to the other pursuant to this Paragraph. 26. Assignment. This Agreement is not assignable or transferable by Independent Contractor. Independent Contractor shall immediately notify Property Owner of any change in the control of Independent Contractor or any transfer or sale of a majority of the equity interests of Independent Contractor. 27. Applicable Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the state of Maryland, without regard to any conflict of law provisions. Any action concerning, related to or arising in any way from this Agreement shall be filed in the state or federal courts in and for Baltimore County, Maryland. The parties agree to submit to the jurisdiction of such courts and waive any objection to the jurisdiction of or venue in such courts.
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