LICENSING MEMBERSHIP AGREEMENT
This Agreement is made on the _________ day of 2022 by
and between Q CONSTRUCTION GROUP, LLC (hereinafter referred to as the
“Licensing Company”) and __________________ (hereinafter referred to as the
“Company”). (Together referred to as “Parties”)
In consideration of the mutual covenants and agreements herein contained, the
Parties hereby agree as follows:
1. Purpose.
It is hereby agreed that the Licensing Company allows and gives permission to the
company to use its Virginia General Contractor license at a monthly membership fee
agreed below.
2. Payment.
The Company shall pay _______ as the initial sign-up fee.
There shall be a monthly membership fee of _______ payable to the Licensing
Company.
Parties herein agree to a late fee of _____ when the monthly membership fee is 30
days late.
3. Requirement.
The Company herein has to be in good standing and comply with all of the
Department of Professional and Occupational Regulations for it to be a member.
4. Termination.
The Parties agree that either Party may terminate this Agreement at any time with a
prior 30 days’ written notice to the other Party.
Termination shall be for the following reasons but not limited to; –
i. Lack of payment after 30 days.
ii. Breach of the terms of this agreement.
iii. Carrying out illegal activities.
5. Confidentiality
Parties agree that all terms and conditions of this Agreement and any confidential
information provided by the Licensing Company to the Company during the Term of
this Agreement must be kept confidential unless disclosure is required according to
the process of law.
Disclosing or using this information for any purpose beyond the scope of this
Agreement (or beyond the exceptions set forth above) is expressly forbidden without
the Parties’ prior consent.
The Parties’ obligation to maintain confidentiality will survive the termination of this
Agreement and remain in effect indefinitely.
6. Indemnity
The Company agrees to indemnify and keep indemnified the Licensing Company
from and against any loss, damage, or liability, whether criminal or civil suffered, and
legal fees and costs incurred by the Licensing Company in the course of the
execution of the obligations under this Agreement and resulting from any act, neglect
or default of the Company.
7. Limitation of Liability
Under no circumstances will either Party be liable for any indirect, consequential, or
punitive damages, including lost profits arising out of or relating to this Agreement or
the transactions it contemplates (including breach of Agreement, tort, negligence, or
another form of action) if said damage is the direct result of one of the Party’s
negligence or breach.
8. Relationship
The Parties herein agree that the Licensing Company and the Company in this
Agreement are entirely separate entities operationally, financially, legally,
commercially, or otherwise.
There will be no other business interests shared between the parties except the use
of their license for a fee.
9. Amendments
This Agreement may not be enlarged, modified, altered, or otherwise amended
except in writing, signed by the Parties hereto, and endorsed.
10. Warranties
The Company hereby warrants to the Licensing Company that it and each of its
employees, consultants, and subcontractors, if any, that it uses to provide and
perform Services under the Licensing Company’s license has the necessary
knowledge, skills, experience, qualifications, and resources to provide and perform
the services in accordance with this Agreement and the contract with the Company.
11. Dispute Resolution
Each Party hereto agrees to use its best efforts to settle amicably by mediation all
disputes arising out of or in connection with this Agreement or its interpretation.
Any dispute arising out of or in connection with this Agreement incapable of being
resolved by mediation, by the Parties shall be referred to arbitration under the
applicable arbitral laws of the State of Virginia.
12. Waiver
A waiver of any right or remedy under this Agreement or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default.
Failure or delay by either Party to exercise any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict any further exercise of that or any other right
or remedy.
13. Severability
The invalidity or unenforceability of any particular provision of this Agreement or
portion thereof shall not affect the other provisions or parts thereof that shall be
severed from this Agreement. The remaining provisions shall remain in full force and
effect.
14. Governing Law.
This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the Laws of the State of Virginia.
15. Entire Agreement
This Agreement constitutes the entire Agreement between the parties. It supersedes
all prior agreements; no statements, promises, or inducements made by either Party
or Agent that are not contained in this Agreement shall be valid or binding.
IN WITNESS WHEREOF, each Party has executed this Agreement, by its duly
authorized representative, as of the day and year set forth below.
Signed by the duly authorized Signatory of
the LICENSING COMPANY; –
Signature:
_____________________________
Name:
________________________________
Designation:
___________________________
Date:
_________________________________
Signed by the duly authorized Signatory of
the COMPANY; –
Signature:
_____________________________
Name:
________________________________
Designation:
___________________________
Date:
_________________________________
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