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In consideration of the mutual convenience of this Agreement, Contractor shall perform the services as outlined in work orders dispatched by 23rd Group.
Non-Assignments and Non-Subcontracting
Contractor may not subcontract, assign or otherwise delegate Contractor’s obligations under this Agreement without the prior written consent of Purchaser.
Independent Contractor Relationship
Contractor and its employees shall perform services for Purchaser as an independent contractor, not as an employee of Purchaser. Contractor’s relationship with Purchaser is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship.
Compliance with Laws
Contractor guarantees and warrants that all work performed will meet industry standards for workmanship and comply with all federal, state and local laws in performing its services on behalf of Purchaser. Contractor shall obtain any necessary permits and licenses for providing services to Purchaser. Upon completion of service, Contractor warrants all Contractor supplied materials and workmanship for a period of 12 months.
Contractor and its employees will not directly or indirectly solicit business directly from any of Purchaser’s clients.
To the fullest extent permitted by law, Contractor will indemnify, defend and hold harmless Purchaser, its clients, owners, and each of their respective officers, directors, partners, representatives, agents, affiliates, members and employees from and against any and all claims, suits, liens, judgments, damages, losses and expenses, including legal fees and all court costs and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of person or damage or loss of any property resulting from acts, omissions, breach or default of Contractor, its officers, directors, agents, related proceed order, except those claims, suits, liens, judgments, damages, losses and expenses caused by the negligence of Purchaser. Contractor will defend and bear all costs of defending any actions or proceedings brought against Purchaser, its clients, owners and each of their respective officers, directors, agents, affiliates, members and employees arising in whole or in part of any such acts, omission, breach or default. The foregoing indemnity shall include injury or death of any employee of Contractor and shall not be limited in any way by an amount or type of damage, compensation, or benefits payable under any applicable Workers’ Compensation, Disability benefits or other similar employees benefit act.
The Contractor hereby expressly permits Purchaser to pursue and assert claims against Contractor for indemnity, contribution and common law negligence arising out of claims for damage to personal property, death and/or personal injury, which have been caused by Contractor.
Prior to the commencement of any work under this Agreement, and until completion and final acceptance of the work, and for a period of not less than one (1) year after service completion, the Contractor shall at its sole expense, maintain the following insurance, naming Purchaser as additionally insured, on its own behalf and furnish to Purchaser, Certificates of Insurance evidencing same and reflecting the effective date of such coverage as follows:
- Workers Compensation insurance with statutory limits in the state(s) where work is to be performed or a valid Workers Compensation Exemption if permitted by state law and there are no employees other than the owner. A waiver of subrogation will be issued in favor of the Purchaser.
- If you are NOT required by law to carry WCI, we will ONLY accept a State Exemption Form if there are no employees other than the owner and the exemption must be issued by your state confirming your company's exemption status.
- Please Note: if you misrepresent that your company has WCI or cannot issue a State Exemption Form you will be subject to a Penalty up to 15% to add you onto our policy for the work which was completed.
- Commercial Auto liability of no less than 1,000,000 combined single limit. If there are no owned business autos, Hired/Non-Owned Auto liability is acceptable.
- General Liability Insurance with limits of no less than 1,000,000 per occurrence and 2,000,000 Aggregate including Products & Completed Operations. Purchaser will be named as an additional insured and a waiver of subrogation in favor of the Purchaser will apply (blanket endorsements are acceptable)
- Coverage must include the following perils:
- Broad Form Contractual Liability for liability assumed under this Agreement and all other Agreements relative to this Agreement.
- Contractor must not have an exclusion for Employee Bodily Injury (aka No “Third Party Over” or “Action Over” exclusions).
- Commercial Umbrella or Excess Liability with limits of at least One Million Dollars ($1,000,000) per occurrence, on no less than follows Form basis.
- Rented/Borrowed Equipment. Contractor will indemnify Purchaser and hold them harmless for any damage caused to or by property (including tools, machinery, and equipment) that is rented or borrowed from the Purchaser or from any other party on behalf of or at the direction of the Purchaser. Contractor agrees to provide a certificate of insurance evidencing such coverage and listing any party with an insurable interest in the property as an additional insured and loss payee with limits not less than the value of property in the contractor's care, custody, control or $25,000, whichever is greater.
A copy of policy and/or endorsements and any other documents required to verify such insurance are to be submitted with the appropriate certificates to Purchaser. Failure to provide these documents is not to be construed as a waiver of the requirements to provide such insurance.
Governing Law & Forum Selection
This Agreement shall be governed in all respects by the laws of the State of North Carolina. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in North Carolina, as applicable, for any manner arising out of this Agreement.
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, written or oral.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written.
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