Contractor 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 Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

1. Services Provided
   • The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) including all construction related trades.
     • Specific work will be outlined in a section on the estimate document labeled “Construction Estimate”, hereafter known as the “document”.
     • All clients are provided access to this document during the estimate and bid process.
   • The Services will also include any other tasks which the parties may agree on. The Contractor hereby agrees to provide such services to the client.
   • Client is hereby encouraged to remove any and all items and or components from within 25 feet of the job site which could potentially be damaged as a result of providing the contracted services outlined in the document. In providing these services, the contractor will, to the best of their ability, take care in not damaging any areas of the project which are not specifically a part of the scope of work.  If damage does occur, the contractor will be notified prior to completion of services and will do what is reasonably possible to repair.
     • At no time will The Contractor be responsible for any damage to any property within 25 feet of the established work area.  This includes but is not limited to vehicles, furniture, toys, or anything which is not permanently affixed to the structure where the work is being performed.
     • Specific to the roofing trade, The Contractor will not be responsible for any damage occurring to guttering and or gutter guard/leaf filtration systems, shrubbery, trees, flowers, vegetation, potted plants, lawn furniture or any other item(s) within 25 feet of the roofline.
2. Term of Agreement
   • The term of this Agreement (the “Term”) will begin on the date of estimate acceptance (written or electronic) of the Estimate, which is an extension of this agreement and will remain in full force and effect until the completion of the services, subject to earlier termination as provided in this Agreement.
3. Performance
   • The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
4. Currency
   • Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
5. Compensation
   • The Contractor will charge the Client a flat fee specified in the document for the Services (the “Compensation”).
   • A retainer of 50% of the flat fee specified in the document (the “Retainer”) is due before project is scheduled, any material is purchased or any work begins and is payable by the Client to the Contractor upon execution of this Agreement.
   • For the remaining amount, the Client will be invoiced either at 75% completion and then again at 100% completion OR as outlined specifically in the document.
   • Invoices submitted by the Contractor to the Client are due upon receipt.
   • The Contractor will be reimbursed for job related expenses incurred in connection with providing the Services of this Agreement only if those expense are beyond the scope of the original document AND are agreed to by the client.
   • In the rare event the client refuses to pay the specified amount on an invoice, and elects to pay a reduced or zero amount, and that amount is agreed upon by the contractor, the contractors workmanship obligation and any warranty is immediately null and void.
6. Change Orders
   • Any change in the details of the scope of work or the assumptions upon which the scope is based after the formal online acceptance of this agreement, may require changes in the Project Budget, Payment Schedule or Project Schedule. Every such change shall require amendment to the Estimate/Scope of Work (a “Change Order”). Each Change Order shall detail the requested changes to the applicable task, responsibility, duty, budget, timeline or other matter. This should be a written communication. The Change Order will become effective upon the agreement of the Change Order by both Parties, and the Change Order will specify the period of time within which Contractor must implement the changes. Both Parties agree to act in good faith and promptly when considering a Change Order requested by the other party but neither party is obligated to execute a Change Order.
   • Minimum fee per Change Order is $500 plus the labor and materials needed to successfully execute said order.
   • Change Orders conveyed directly to anyone other than HJ Ownership or the General Contractor (direction from customers directly to workers, sub-contractors, etc.) will incur a $1000 Change Order Fee as well as 150% of labor and materials necessary to complete the order.
7. Penalties for Late Payment
   • Payments are considered late within 48 hours of digital or physical presentation of an invoice. Once the payment for the invoice becomes late, any discounts extended will be removed and the invoice will revert to the original subtotal price.
   • Invoice can be a physical or digital presentation of funds owed by the client for work performed by the contractor.
   • Any amount owed after fourteen (14) days of the invoice date will trigger a daily fee of 10.00% of the amount still owed by the Client.
8. Confidentiality
   • Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
   • The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
9. Ownership of Intellectual Property
   • All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
   • The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
   • Contractor does have implied permission to use digital and physical images of the before, during and after progression of the project, product or services the Client has contracted the Contractor to create or perform.  Said images can be used in the digital and physical marketing of the Contractors business.
10. Return of Property
    • Client is required to remove all personal tools, machinery or equipment from the job site prior to any work beginning.
    • Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
    • Property is described by only that in which was owned by the client prior to the beginning of the project or any tangible assets, tools or materials, purchased directly by the client for use by the contractor.
    • Any assets owned by the contractor prior to entering in this agreement will remain the property of the contractor.
11. Capacity/Independent Contractor
    • In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
12. Right of Substitution
    • Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
    • In the event that the Contractor hires a sub-contractor:
      • the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
      • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
13. Warranty
    • Contractor will warranty all workmanship for 1 year (12 months) after the work was performed.
    • If there is a situation requiring the contractor to uphold this warranty, the client agrees to provide any material used to remedy.
    • If client fails to pay any invoice in full within 48 hours, all warranties will become null and void.
14. Cancellation
    • Request for cancellation of services before the the project begins will be in writing and sent to legal@hjconcon.com.  Upon mutually agreed cancellation, the client will pay HJ Construction the following;
      • 20% Cancellation fee based on the original project estimate,
      • Cost of any materials already purchased plus 25% markup,
      • Costs of transportation and delivery,
      • $1000 Estimate Cost
      • $2500 for professional services
    • Request for cancellation of services after the the project begins must be in writing and sent to legal@hjconcon.com.  Upon mutually agreed cancellation, the client will pay HJ Construction the following;
      • 20% of the original approved project estimate, OR
      • Cost of any materials already purchased plus 25% markup, Cost of all labor plus 25% markup, Costs of transportation and delivery, WHICHEVER IS GREATER,
      • PLUS
      • $1000 Estimate Cost
      • $2500 for professional services
    • Contractor’s hourly rate is $200 for all time based billing.
15. Autonomy
    • Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
16. Equipment
    • Except as otherwise provided in this Agreement, on the document, or in other written correspondence, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
17. No Exclusivity
    • The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services provided by the General Contractor.
18. Digital Reviews
    • Client agrees to provide HJ Construction Contractors with an unbiased digital review outlining the client’s actual experience with HJ Construction Contractors.
      • Reviews will be provided for the Facebook page at https://www.facebook.com/hjconcon/
      • and for the Google My Business Page at https://g.page/hjconcon/review?rc
    • Client agrees if the review is of a negative nature, he/she will provide the contractor with advanced knowledge of the impending negative review, AND the opportunity to address the issue, within reason, for the potential negative review.
    • Client agrees to make every effort to base their review on actual interaction with the contractors, the products and services provided by the contractors, and not any substitute contractors, material delivery companies, lumber providers or other parties.
19. Notice
    • All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
      • From the document:
      • Client First & Last Name
        Client Address, City, State Zip
      • HJ Construction Contractors
        356 Co Rd 342, Sweetwater, TN 37874, USA

      or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally or digitally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

20. Indemnification
    • Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
21. Modification of Agreement
    • Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
22. Time of the Essence
    • Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
23. Assignment
    • The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
24. Entire Agreement
    • It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
25. Enurement
    • This Agreement will enure to the benefit of and be binding on the client and their respective heirs, executors, administrators and permitted successors and assigns.
26. Titles/Headings
    • Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
27. Gender
    • Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
28. Governing Law
    • This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee.
29. Severability
    • In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
30. Waiver
    • The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.