SUBCONTRACTOR AGREEMENT
THE PARTIES: This Subcontractor Agreement (“Agreement”) made on
______________________, 20____, is between ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________ (“Contractor”) and ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________ (“Subcontractor”) both of whom agree as follows:
BACKGROUND.
A. The company is of the opinion that the sub-contractor has the necessary qualifications,
experience and abilities to provide services to the company.
B. The sub-contractors, who are homeowners, are agreeable to providing such services to
the company on the terms and conditions set out in this agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, the company and the sub-contractor (individually the “Party” and
collectively “The Parties” to this agreement) agree as follow:
1. SERVICES PROVIDED -. Subcontractor agrees to complete the following:
(“Services”)
To renovate their houses to completion.
2. The services will include any other tasks which the parties may agree on. The sub-
contractor hereby agrees to provide such services to the company.
3. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties.
4. SUB CONTRACTOR RESPONSIBILITIES
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Subcontractor shall be responsible for providing the following when performing their
Services:
– Labor – Including, but not limited to, employees, subcontractors and any other
individuals or agents.
– Materials – Including, but not limited to, all supplies and products.
– Equipment – Including, but not limited to, machinery, accessories, or devices.
5. PERFORMANCE
The Parties agree to do everything necessary to ensure that the terms of this agreement
take effect.
6. CURRENCY Except as otherwise provided in this agreement, all monetary amounts
referred to in this agreement are in USD (US dollars)
7. COMMENCEMENT DATE. The Subcontractor shall be permitted to begin the
Services on ______________________, 20____ (“Commencement Date”).
8. COMPLETION. The Subcontractor will be required, unless otherwise stated under the
terms of this Agreement, to complete the Services within a six months period.
9. COMPENSATION: The company approves $ 5ok for the homeowners who agree to do
their own renovation. The company charges 20% minus bank fees minus broker fees if
they exist. Homeowners who are approved will receive $38,000 cheque to complete their
renovations. Before the funds are disbursed to clients as their own contractor. They must
complete survey and yelp/google review.
10. REIMBURSEMENTS: The sub-contractor will be reimbursed from time to time for
reasonable and necessary incurred in connection with providing the services.
11. The company will be invoiced when the services are complete.
12. Invoices submitted by the sub-contractor to the company are due within 30 days of
receipt.
13. The compensation as stated in this Agreement does not include sales tax, or other
applicable duties as may be required by law. Any sales tax and duties required by law
will be charged to the company in addition to the compensation.
14. . SUBCONTRACTOR. The Subcontractor shall have the right to sub-contract.
Subcontractors may subcontract, either part or in whole, the Services authorized under
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this Agreement. The Subcontractor shall be required to obtain a written agreement from
each subcontractor that is the same or comparable to the following Sections of this
Agreement and to be approved, in writing, by the company.
15. ASSIGNMENT: Subcontractors shall not have the right to assign any rights under this
Agreement or any part of the Services issued herein. Subject to the foregoing, this
Agreement shall be binding upon the parties’ heirs, executors, successors and assigns.
16. DISPUTE RESOLUTION
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be finally and exclusively resolved by binding arbitration. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA").The arbitration may be conducted in person, through
the submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. If for any reason, a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts located in
[name of county] County, [name of state], and the Parties hereby consent to, and waive
all defenses of lack of personal jurisdiction, and forum non convenient with respect to
venue and jurisdiction in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these Terms of Use.
17. TERMINATION
During the course of this agreement, the company may terminate this Agreements if the
sub-contractors fail to use the funds solely for the renovations on there property.
18. CLAIMS: If any claim is made by the Company or Subcontractor in connection with a
Change Order or regarding any related issue with this Agreement or the performance of
Services and/or Services to be provided, either party shall have the right to submit written
notice of such claim through certified mail with return receipt. After receipt of a written
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claim by either party of this Agreement, the parties shall have 5 business day(s) to correct
the claim prior to seeking a resolution under the instructions.
19. CHANGE ORDERS. Any alteration or deviation from the Services mentioned or any
other contractual specifications that result in a revision of this Agreement shall be
executed and attached to this Agreement as a change order (“Change Order”).
20. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the
Company and Subcontractor. This Agreement supersedes any prior written or oral
representations. Subcontractor and its subcontractors, suppliers and/or materialmen are
bound to the Company by the prime contract and any contract documents incorporated
therein to the same extent as Company is bound to the Client insofar as they related in
any way, directly or indirectly, to the Services provided and covered in this Agreement.
21. TIME: Time is of the essence of this Agreement. The subcontractors have 6 months to
fully complete their renovations. Subcontractor shall provide the Company with
scheduling information in a form acceptable to the Company and shall conform to the
Company`s progress schedules, including any changes made by the Company in the
scheduling of Services. Subcontractor shall coordinate its Services with that of all other
contractors, subcontractors, suppliers and/or materialmen so as not to delay or damage
their performance.
22. DELAYS Should the Subcontractor delay the Company, or any other contractors,
subcontractors, suppliers and/or materialmen on the entire project, Subcontractor will
indemnify the Contractor and hold Contractor harmless for any damages, claims,
demands, liens, stop notices, lawsuits, attorneys’ fees, and other costs or liabilities
imposed on the Contractor connected with said delay. Among other remedies for
Subcontractor’s delay, the Contractor may supplement the Subcontractor’s work and
deduct associated costs at Contractor’s election.
23. INSPECTION OF SERVICES. Subcontractor shall make the Services accessible at all
reasonable times for inspection by the Contractor. Subcontractor shall, at the first
opportunity, inspect all material and equipment delivered to the job site by others to be
used or incorporated in the Subcontractor’s Services and give prompt notice of any defect
therein. Subcontractor assumes full responsibility to protect the work done hereunder
until final acceptance by the Contractor or any authorized third (3 rd ) party.
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24. LABOR RELATIONS. Subcontractor shall maintain labor policies in conformity with
the directions of the Contractor and under State laws.
25. INDEMNIFICATION. To the fullest extent permitted by law, Subcontractor shall
defend, indemnify and hold harmless the Client and Contractor along with any of their
agents, employees, or individuals associated with their organization from claims,
demands, causes of actions and liabilities of any kind and nature whatsoever arising out
of or in connection with the Subcontractor’s Services or operations performed under this
Agreement and causes or alleged to be caused, in whole or in part, by any act or omission
of the Subcontractor or anyone employed directly or indirectly by Subcontractor or on
Subcontractor’s account related to Subcontractor’s Services hereunder. This
indemnification shall extend to claims occurring after this Agreement is terminated as
well as while it is in force. The indemnity shall apply regardless of any passively
negligent act or omission of the Client or Contractor, or their agents or employees, but
Subcontractor shall not be obligated to indemnify any party for claims arising from the
active negligence, sole negligence, or willful misconduct of Client or Contractor or their
agents or employees or arising solely by the designs provided by such parties. To the
extent that State law limits the defense or indemnity obligations of the Subcontractor
either to Contractor or Client, the intent hereunder is to provide the maximum defense
and indemnity obligations allowed by the Subcontractor under the law. The indemnity set
forth in this Section shall not be limited by any insurance requirement or any other
provision of this Agreement.
26. WARRANTY. Subcontractor warrants to Client and Contractor that any and all
materials and equipment furnished shall be new unless otherwise specified and that all
Services provided under this Agreement will be performed, at a minimum, in accordance
with industry standards. All work not conforming to these requirements, including
substitutions not properly approved and authorized, may be considered defective. The
warranty provided in this Section shall be in addition to and not in limitation of any other
warranty or remedy required by law or by the Prime Contract.
27. REQUIRED LICENSES. All parties of this Agreement, including but not limited to,
Contractor, Subcontractor, other sub-contractors, and all parties’ direct or indirect
employees and agents shall be licensed in accordance with respective State laws where
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the individual is performing their trade or service. All individuals under this agreement
shall be regulated by their respective licensing board which has jurisdiction to investigate
complaints made by any third (3 rd ) parties.
28. CONFIDENTIALITY. For the purposes of this Agreement, “Confidential Information”
shall mean any information or material that is proprietary to a party or designated as
confidential by such party (“Disclosing Party”) and received by another party
(“Receiving Party”) as a result of this Agreement. Confidential Information may be
considered any information that is conceived, originated, discovered or developed in
whole or in part by the Subcontractor in accordance with providing their Services.
Confidential Information does not include (1) information that is or becomes publicly
known without restriction and without breach of this Agreement or that is employed by
the trade at or after the time the Receiving Party first learns of such information; (2)
generic information or knowledge which the Receiving Party would have learned in the
course of similar employment or work elsewhere in the trade; (3) information the
Receiving Party lawfully receives from a third (3 rd ) party without restriction of disclosure
and without breach of a nondisclosure obligation; (4) information the Receiving Party
rightfully knew prior to receiving such information from the Disclosing Party to the
extent such knowledge was not subject to restrictions of further disclosure; or (5)
information the Receiving Party develops independent of any information originating
from the Disclosing Party. Non-Disclosure. The parties hereby agree that during the term
hereof, and at all times thereafter, and except as specifically permitted herein or in a
separate writing signed by the Disclosing Party, the Receiving Party shall not use,
commercialize or disclose Confidential Information to any person or entity. Upon
termination, or at any time upon the request of the Disclosing Party, the Receiving Party
shall return to the Disclosing Party all Confidential Information, including all notes, data,
reference materials, sketches, drawings, memorandums, documentation and records
which in any way incorporate Confidential Information. Right to Disclose. With respect
to any information, knowledge, or data disclosed to the Contractor by the Subcontractor,
the Subcontractor warrants that the Subcontractor has full and unrestricted right to
disclose the same without incurring legal liability to others, and that the Contractor shall
have the full and unrestricted rights to use and publish the same as it may see fit. Any
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restrictions on Contractor’s use of information, knowledge, or data disclosed by
Subcontractor must be made known to Contractor.
29. NOTICES. All notices under this Agreement shall be in writing and sent to the address
of the recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of
mailing.
30. INJUCTIVE RELIEF. Subcontractor acknowledges it would be difficult to fully
compensate the Client and/or Contractor for damages resulting from any breach of this
Agreement. Accordingly, in the event of any breach of this Agreement, the Client and/or
Contractor shall be entitled to temporary and/or permanent injunctive relief to enforce
such provisions.
31. SEVERABILITY. If any term, covenant, condition, or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.
32. INDEPENDENT CONTRACTOR. No term, covenant, condition, or provision of this
Agreement shall be considered to create an employer and employee relationship, a
master-servant relationship, or a principal and agent relationship between Subcontractor
and/or any of the Subcontractor’s employees and the Contractor or Client. All parties to
this Agreement attest that the relationship between the Contractor and Subcontractor shall
be recognized as the Subcontractor acting as an independent contractor.
33. FORCE MAJEURE. Neither party shall be liable for any failure to perform under this
Agreement when such failure is due to causes beyond that party’s reasonable control,
including, but not limited to, acts of State or governmental authorities, acts of terrorism,
natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of
energy. In the event of such delay, any date stated herein shall be extended by a period of
time necessary by both Contractor and Subcontractor. If the delay remains in effect for a
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period more than thirty (30) days, Contractor has the right to terminate this Agreement
upon written notice to the Subcontractor.
34. GOVERNING LAW. This Agreement shall be governed under the laws in the State of
Texas.
35. ATTACHMENTS. The Contractor may attach any plans, schematics, drawings, details,
or other information to assist the Subcontractor with the aforementioned Services. Any
attachment made shall be made part of this entire Agreement.
36. WAIVER. The waiver by either party of a breach, default, delay or omission of any
provisions of this agreement by the other party will be construed as a waiver of any
subsequent breach of the same or other provisions.
IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.
Contractor’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name REVITALIZING NEW ORLEANS LLC
Subcontractor’s Signature __________________________ Date ________________
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Print Name ____________________________
Company Name ____________________________
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