3. New OP Form / Expectations Agreement / Setup Fee

Referral?*

Name of who referred you

Company's Legal Name*

XYZ Construction LLC

EIN number*

Portfolio / Website link / Referrals / Reviews*

Years in Business*

Years in Construction*

Business Owner 1 Name*

First NameLast Name

Business Owner 1 Phone Number*

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Business Owner 1 Email*

example@example.com

Business Owner 2 Name

First NameLast Name

Business Owner 2 Phone Number

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Business Owner 2 Email

example@example.com

Dispatch Phone (who Clients call when sending projects)*

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Is this a phone number everyone on your team has access to?*

YesNo

Dispatch Email (who Clients email when sending projects) *

example@example.com

Is this an email number everyone on your team has access to?*

YesNo

Person of Contact 1 First Last (Persons of Contact are other team members. Please list in order of operational importance) *

First NameLast Name

Person of Contact 1 Position*

Person of Contact 1 Phone*

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Person of Contact 1 Email*

example@example.com

Person of Contact 2 First Last

First NameLast Name

Person of Contact 2 Position

Person of Contact 2 Phone

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Person of Contact 2 Email

example@example.com

Person of Contact 3 First Last

First NameLast Name

Person of Contact 3 Position

Person of Contact 3 Phone

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Person of Contact 3 Email

example@example.com

Person of Contact 4 First Last

First NameLast Name

Person of Contact 4 Position

Person of Contact 4 Phone

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Person of Contact 4 Email

example@example.com

Person of Contact 5 First Last

First NameLast Name

Person of Contact 5 Position

Person of Contact 5 Phone

Please enter a valid phone number. By submitting a phone number you are agreeing to opt-in for SMS messaging.

Person of Contact 5 Email

example@example.com

Any Other Employee Names, Positions, Emails, and Phone Numbers we should know

John Doe. Admin. 1@1.com. (111)111-1111... Repeat

Company Address*

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code

Mailing Address (if different than Company Address)

Street Address

Street Address Line 2

CityState / Province

Postal / Zip Code

State 1 Licensed as a General Contractor*

State

State 1 License Number*

Do you have your State 1 Commercial License?*

YesNo

State 2 Licensed as a General Contractor

State

State 2 License Number

Do you have your State 2 Commercial License?

YesNo

State 3 Licensed as a General Contractor

State

State 3 License Number

Do you have your State 3 Commercial License?

YesNo

State 4 Licensed as a General Contractor

State

State 4 License Number

Do you have your State 4 Commercial License?

YesNo

State 5 Licensed as a General Contractor

State

State 5 License Number

Do you have your State 5 Commercial License?

YesNo

If you are licensed in more than 5 States, Please List the additional States in which you are licensed, bonded, and insured to legal requirements in the following format: State, License Number, Y or N (for Commercial License in that State)

OR. 123456. Y... Repeat

Do you have your Federal GC License?*

YesNo

If yes to Federal License, what is your CAGE Code?

Are you Licensed, Bonded, and Insured to all State Legal requirements for all licenses listed?*

YesNo

Any other Licenses or Certifications? (ie: IICRC Certified in WTR, Lead, Abatement)

RADIUS YOU COVER

This aspect is very important. Please abide by the requested format, which helps our systems operate smoothly.

1. If you cover entire States, just list the States.

Format: State1, State2, State3
(Example: Oregon, Washington, California, New York, Florida, Texas)

2. If you cover only certain Counties within States, list the States and their Counties.

Format: State1, State1County1, State1County2, State2, State2County1 (Example: Ie: Oregon, Jackson, Josephine, California, Ventura, Orange...)

3. If you cover only certain Zips within Counties, list the zip

Format: 11111 11112 11113 11114 (zip space zip space zip)

Sorry we don't have a cool map you can select from yet.

Radiuses you cover*

CLICK ME FOR COUNTIES MAP
CLICK ME FOR ZIP CODE MAP

Please describe your radius in plain english (ie: Oregon from Eugene to Portland about 50 miles off of I-5. Also do large projects in Bend. Washington we go into Vancouver metro.)*

List of Trades you perform*

Do you perform any Specialty Trades? If yes, what?

Do you undertake and complete projects from start to finish?*

YesNo

Willing to create Estimates for free? (It is required, but we have a 92% closing rate bc we only send a single Vendor once Clients are in contract)*

YesNo

How many projects can your team handle at once?*

#

Typical length out for Scheduling*

Crew Size*

Are you willing to mobilize to other States in the case of catastrophic events like hurricanes, tsunamis, massive fires, earthquakes, etc? (not a requirement)*

YesNo

Any additional information we should know?

IMPORTANT*** Must Upload ALL Certificates of Insurance(s) listing Obsidian Solutions Holdings, W-9, Bond(s), Contractors License(s), an example Estimate, plus any other Licenses, Certifications, and/or relevant documentation. *

IMPORTANT*** Must Upload at least 12 of your most recent Bank Statements*

Are you applying to our Equity Discount Program (receive discounts to HQ Services in exchange for 25% equity in your company)*

YesNo

Business Bank (Bank info required to add you as a vendor for direct payments into your account and for payment withdrawals)*

ie: US Bank

Business Bank Account #*

8 to 12 digits

Business Bank Routing #*

9 digits

Rout & Account

Add-On Options (select all that apply):

OPERATING PARTNER MASTER SERVICES AGREEMENT

Obsidian Solutions HQ Program

This Operating Partner Master Services Agreement (this “Agreement”) is entered into as of the date the Operating Partner electronically accepts these terms and submits the enrollment form (the “Effective Date”) by and between:

Obsidian Solutions Holdings LLC (“Company,” “Obsidian,” “OS”), and
The enrolling business/entity identified in the enrollment form (“Operating Partner,” “OP,” “Client”).

Company and OP may be referred to individually as a “Party” and collectively as the “Parties.”

1.1 Independent Businesses
Company and OP operate as independent businesses. This Agreement establishes a services relationship only and is not intended to create, and shall not be deemed to create, an employment relationship, partnership, joint venture, franchise, agency, or fiduciary relationship unless expressly agreed in writing in a separate charter.

1.2 Roles and Responsibilities
OP retains full responsibility for its licensing, permitting, field operations, supervision, safety, workmanship, and compliance with applicable laws and regulations in OP’s jurisdictions. Company provides centralized operational, administrative, and systems support and does not direct or control OP’s day-to-day jobsite decisions or means and methods of construction.

1.3 Scope of Support; No Outcome Promises
Company will provide the Services using commercially reasonable efforts and Company’s established systems and processes. While the Services are designed to support OP’s operational efficiency and scalability, business results depend on multiple factors outside Company’s control. Accordingly, Company does not guarantee revenue, closing rates, insurance approvals, project awards, third-party timelines, or profitability.

2. Definitions

2.1 “Annual Gross Revenue” (“AGR”). OP’s annual gross receipts (before expenses) for the applicable period, as reported by OP and verifiable via statements, bookkeeping, and/or processor reports.

2.2 “Gross Revenue” (“GR”). OP’s gross receipts actually received during a month (before expenses), excluding separately-stated sales tax actually remitted to a taxing authority.

2.3 “Gross Revenue Share” (“GRS”). The percentage of OP’s monthly GR owed to Company under Section 6 and Exhibit E.

2.4 “Base Services.” The included HQ services listed in Section 5 and Exhibit A.

2.5 “Add-Ons.” Optional services listed in Section 7 and Exhibit C.

2.6 “Setup Period.” Typically 2–7 weeks after OP submits the new client form, pays the required setup fee, and provides required access and onboarding inputs.

2.7 “Order Form.” OP’s enrollment submission (tier selection, Add-On selections, billing authorizations, and any written quotes).

2.8 “Confidential Information.” All non-public information of either Party, including Company’s SOPs, automations, templates, scripts, pricing logic, internal tooling, vendor recruiting methods, workflows, and system architecture.

2.9 “Company Systems.” Any Company-provided or Company-configured structures, automations, SOPs, and operational assets referenced in the services list.

3. Term; Renewal; Commitment

3.1 Initial Term. Twelve (12) months from Effective Date unless the Order Form specifies otherwise.

3.2 Renewal. After the Initial Term, this Agreement renews another twelve (12) months unless either Party provides written notice at least thirty (30) days prior to renewal.

3.3 Front-loaded nature acknowledged. OP acknowledges the Setup Period and initial systems build are front-loaded and that early termination materially harms Company; early termination fees apply (Section 12).

4. Enrollment; Setup; Kickoff

4.1 How it works. OP completes the new client form, Company performs setup (2–7 weeks typical), OP is onboarded/trained, and kickoff occurs.

4.2 Dependencies / “Input Gate.” Company’s deadlines and performance depend on OP providing the required inputs listed in Exhibit B. If OP fails to provide required inputs, all timelines pause and Company is not responsible for delay.

4.3 Access authorization. OP authorizes Company to access OP’s tools, inboxes, calendars, and systems as necessary to deliver the Services, subject to Exhibit D.

4.4 Acceptance standard. Deliverables are deemed accepted if OP does not provide written, specific objections within five (5) business days of delivery; Company will address reasonable corrections within scope.

5. Base Services Included (HQ Program)

Company will provide the following Base Services, subject to Exhibit A (Scope & SLA Matrix).

5.1 Sales

Client follow-up until dead lead or closed lead.

5.2 Estimating

Full estimate creation.

Change order support.

Operating rule (mandatory): Because Base Services include full estimate creation, OP will not typically generate estimates. OP’s role is to supply field inputs (photos/video, measurements, scope clarifications, selections, access scheduling, and change-condition alerts) per Exhibit B. If OP insists on self-generating estimates, Company may require written disclaimers and may reduce responsibility for estimate-related outcomes.

5.3 Project Management

Document management.

Data entry and management.

Workflow optimization.

On-site scheduling for initial visit, closing, and start date.

5.4 IT

Entire system/structures/automations/SOPs.

Proactive monitoring, upgrades, maintenance.

Cybersecurity.

Data backups and recovery.

Troubleshooting and repairs support.

5.5 Accounting

Invoicing and billing clients.

Job costing (tracking throughout projects).

5.6 Call Center

Inbound 9-5/5.

Appointment setting.

Multi-channel support via email, call, and text.

5.7 HR

Team onboarding, training, ongoing training.

5.8 Legal and Compliance (Operational Support)

Contract creation, review, and updates.

Privacy policy and multi-channel communication compliance.

Lien releases.

Safety briefs to OSHA and State standards.

5.9 Lead Generation

Obsidian Solutions program.

6. Fees; Pricing; Billing (Exact HQ Parameters)

6.1 Pricing components. OP will pay:

One-time Setup Fee: $7,500

Monthly Base Fee: per AGR tier

GRS: 7% of OP’s monthly GR (base)

Add-On pricing: based on selections / written quotes

6.2 Monthly Base Fee tiers (AGR).

< $1M AGR: $4,000/month

$1–3M AGR: $8,000/month

$3–6M AGR: $12,000/month

> $6M AGR: Custom / Enterprise

6.3 Tier true-up / adjustment. Company may adjust OP’s tier quarterly based on verified actuals. Underpayment is due immediately (not for previous months, but for current and continuing months); overpayment becomes a credit at Company’s discretion.

6.4 Setup Fee policy. Setup Fee is earned upon commencement of setup work and is nonrefundable once Company begins onboarding/buildout.

6.5 Billing cadence.

Monthly Base Fee: billed monthly in advance.
GRS: billed monthly in arrears based on Exhibit E.
Add-Ons: billed per Exhibit C (monthly, hourly, minimums, or pass-through).
6.6 Autopay authorization. OP authorizes Company to charge OP’s payment method on file for all amounts due (Base Fee, GRS, Add-Ons, pass-through costs, true-ups, penalties, and enforcement costs as applicable).

Consumer Authorization for Direct Payment via ACH (ACH Debits)

This Authorization Agreement for Direct Payment via ACH (“Agreement”) authorizes the electronic transfer of funds between the consumer and the company named below, in accordance with the NACHA Operating Rules and applicable U.S. law.

Authorization

By signing this Agreement, the undersigned (“Account Holder”) authorizes [Company Name] (“Company”) to electronically debit the deposit account identified by the Account Holder at the financial institution named below (“Depository”) for payment of any amounts due and owing to Company. The Account Holder further authorizes Company to electronically credit the same account to correct any erroneous debit transactions.

Account Information

The debit will be made from the Account Holder’s designated checking or savings account at the Depository financial institution provided by the Account Holder through this authorization process. By submitting this form, the Account Holder confirms the accuracy of all banking information provided and certifies ownership and authority over the account.

Debit Amount and Frequency

The Account Holder authorizes Company to initiate ACH debit entries for the amount(s) owed as invoiced, billed, or otherwise agreed upon between the Company and the Account Holder. Such debit(s) may occur as one-time or recurring payments, consistent with the terms of the Account Holder’s agreement or service arrangement with the Company.

Effective Period and Revocation

This authorization will remain in full force and effect until the Account Holder provides written notice of revocation to Company. The Account Holder may revoke this authorization by notifying Company in writing at the mailing or email address provided by Company for billing correspondence. Written notice must be received no fewer than three (3) business days prior to the next scheduled debit to be effective for that payment. Failure to provide such notice will result in the debit being processed as authorized.

Error Correction

In the event of an erroneous debit or credit, Company may initiate corrective entries to the same account to adjust the error in accordance with NACHA rules. The Account Holder acknowledges that these corrective actions may occur without requiring separate written authorization.

Governing Rules

All ACH transactions under this Agreement will be processed pursuant to the NACHA Operating Rules, the Uniform Commercial Code (UCC) Article 4A, and all other applicable federal and state banking regulations.

Acknowledgment and Agreement

By providing authorization electronically or in writing, the Account Holder acknowledges that:

They have read and understood the terms of this ACH authorization.

They are an authorized signer on the account used for ACH transactions.

They agree that electronic submission or digital signature of this authorization constitutes their valid and binding signature.

This authorization will remain valid until revoked in accordance with the procedures described above.

6.7 Late fees; collections. Past-due amounts accrue interest at 1.5% per month (or maximum legal rate), plus all collection costs, including attorney fees and enforcement costs (and Company staff time reserves the right to bill up to $250/hr for enforcement-related work).

6.8 No setoff. OP may not withhold, offset, or net any amounts due for any reason.

6.9 Suspension for nonpayment. Company may suspend services immediately for nonpayment, refusal to provide verification, or breach. Fees continue to accrue during suspension.

7. Add-Ons; Separate Pricing; Change Control (Hard-Fenced)

7. ADD-ONS; AUTO-ACCEPTANCE VIA ORDER FORM; MINIMUM PRICING; CHANGE CONTROL

7.1 Add-Ons Not Included Unless Selected; Auto-Acceptance

Add-Ons are not included unless selected by OP in the enrollment/selection form (the “Order Form”) or later requested in writing. By selecting any Add-On(s) in the Order Form and submitting the Order Form, OP automatically (i) accepts and agrees to pay the applicable Add-On pricing and terms in this Agreement and Exhibit C, and (ii) authorizes Company to bill for the selected Add-On(s) without any further signature or written approval. OP acknowledges that the Add-On selections in the Order Form are intended to function as OP’s binding authorization for scope and billing.

7.2 Minimum Pricing; Informational Menus; Quote Supremacy for Custom / Higher-Cost Work

Any webpage, PDF, pricing menu, or verbal discussion is informational only and reflects minimum pricing and/or typical scenarios. Actual pricing may be higher if (a) OP’s request is custom, high-volume, complex, urgent/rush, jurisdiction-specific, requires third-party tools/vendors, or otherwise exceeds typical scope; (b) ad spend, software licensing, telecom usage, filing fees, staffing costs, or pass-through costs are required; or (c) OP’s business volume materially exceeds assumed baselines.

Where Company provides a written quote, statement of work, or cap/range for a custom Add-On (including “TBD”), that written quote governs. If no separate written quote is issued, OP agrees that Company may bill the applicable Add-On at the published minimum plus reasonable additional amounts necessary to perform the requested work, including pass-through costs, provided Company gives OP notice when practicable.

7.3 Binding Pricing Rule (How Prices Become Enforceable)

(a) Add-Ons selected in the Order Form. For any Add-On(s) selected in the Order Form, the pricing and terms shown in Company’s pricing materials (including the HQ Pricing and Services) are deemed incorporated by reference as minimums, and OP’s selection constitutes binding acceptance and billing authorization.

(b) Add-Ons requested after enrollment. For any Add-On(s) requested after initial enrollment, OP may authorize the Add-On by (i) selecting it in a subsequent add-on selection form, (ii) email/text written approval, or (iii) executing an Exhibit C Add-On Order Form. Any such authorization constitutes binding acceptance and billing authorization.

(c) “TBD” / Custom items. For Add-Ons listed as “TBD,” “custom pricing,” or ranges (including outbound campaigns, custom biz dev, temp staffing, and other custom items), OP agrees the final price is determined by Company’s written quote or, if OP demands immediate commencement, Company’s time-and-materials billing at the highest applicable rate in Exhibit C plus pass-through costs.

7.4 Specific Add-On Example: Full Project Scheduling Uplift (Auto-Accepted)

If OP selects Full Project Scheduling & Coordination for laborers/subcontractors in the Order Form (or later authorizes it in writing), OP acknowledges and agrees that the selection automatically increases Company’s Gross Revenue Share by +8% such that total GRS becomes 15% (base 7% + 8% uplift), effective as of the start date stated by Company (or immediately if none is stated).

7.5 No “Free Work” Rule; Change Control Still Applies

OP acknowledges that Company does not perform unpaid work outside Base Services. If OP requests work outside Base Services or outside the selected Add-Ons, OP agrees Company may: (i) decline, or (ii) proceed and bill under Exhibit C at Company’s then-current rates and minimums, plus any required pass-through costs, and OP’s request (including via text/email) constitutes authorization.

7.6 Change order discipline (no freebies). Any request outside Base Services requires a signed Exhibit C order form. If OP requests urgent work without signing, Company may (at Company’s option) either refuse or proceed and bill at the highest applicable rate in Exhibit C plus a rush fee.

7.7 Pass-through costs pre-authorization. OP pre-authorizes pass-through charges necessary to perform Add-Ons (ad spend, software licenses, SMS/telephony usage, background checks, vendor fees, filing fees). Company may require deposits or prepaid balances for pass-through items.

7.8 Key Add-Ons and pricing (as listed).

Full project scheduling & coordination for laborers/subcontractors increases GRS by +8% (base 7% → 15% total). HQ Pricing and Services

Data migration: $95/hr. HQ Pricing and Services

A/P & A/R: tethered to full scheduling. HQ Pricing and Services

Inbound 24/7 AI: $2,000 setup + $350/month. HQ Pricing and Services

Inbound 24/7 human: $600 setup + $1,500/month minimum (USA/UK/Hispanic accents only). HQ Pricing and Services

Subcontractor recruiting/vetting/onboarding/training: $50 each requested/required. HQ Pricing and Services

Upkeep of LLC/SOS filings/licenses/CE/insurances/bonds: $750/year/state. HQ Pricing and Services

GPS clock in/out: $50/month + $20/user. HQ Pricing and Services

Permanent in-house staffing + onboarding/training: 10% of annual pay. HQ Pricing and Services

BBB & licensing complaint management: $150/hr. HQ Pricing and Services

Google full service: $1,500/month + $1,500/month minimum ad spend. HQ Pricing and Services

Payroll: $50/month + $20/user. HQ Pricing and Services

Outbound campaigns: TBD based on volume. HQ Pricing and Services

Temp staffing: custom, typically 50% of wage. HQ Pricing and Services

Arbitration/Mediation/Court support: $275/hr. HQ Pricing and Services

Meta social/ads management: $2,500/month + $1,500/month minimum ad spend. HQ Pricing and Services

Financial reporting/budgeting/forecasting: $1,850/month. HQ Pricing and Services

Sale of business / M&A: minimum 2% of sale. HQ Pricing and Services

Lead gen email campaigns: $3,000/month. HQ Pricing and Services

Loan assistance: 0.25% of loan amount. HQ Pricing and Services

Custom biz dev: $4K–$10K+ (custom). HQ Pricing and Services

Tax management: ≥ $350/year. HQ Pricing and Services

Exec growth consultation analysis: $1,500. HQ Pricing and Services

8. SLA / Performance Standards (So OP can’t weaponize ambiguity)

8.1 SLA Matrix controls. Exhibit A defines deliverables, response times, turnaround estimates, and exclusions. If Exhibit A conflicts with a general description, Exhibit A governs.

8.2 Commercially reasonable efforts. Company will provide services using commercially reasonable efforts during standard operating hours unless an Add-On or written quote provides otherwise.

8.3 Exclusions / third-party dependency shield. Company is not responsible for delays or failures caused by: OP’s missing inputs, customer unresponsiveness, carrier/third-party decisions, software outages, telecom failures, or OP’s subcontractors/vendors.

9. OP Responsibilities; Input Gate; “Clock Stops”

9.1 Mandatory cooperation. OP must comply with Exhibit B and provide timely, accurate information and access.

9.2 Clock stops automatically. If OP fails to provide required inputs, approvals, access, or decisions, Company timelines pause and are extended by the delay period plus reasonable ramp-up time.

9.3 Accuracy. OP warrants information provided to Company is true and complete. OP is solely responsible for consequences of inaccurate job data, scope details, financial data, or licensing claims.

9.4 Limited Administrative Role; No Fiduciary Relationship
Company may, at OP’s request or as part of the Services, provide administrative support related to revenue reporting, reconciliation, invoicing, payment processing coordination, or engagement of third-party accounting, bookkeeping, or payment service providers. Company’s role in any such activity is strictly administrative and non-fiduciary.

Nothing in this Agreement creates, and the parties expressly disclaim, any fiduciary, trustee, escrow, agency, partnership, joint venture, or similar relationship. Company does not hold OP funds in trust, does not act as OP’s accountant, bookkeeper, financial advisor, public adjuster, or agent, and does not assume responsibility for OP’s financial controls, tax compliance, insurance compliance, or regulatory obligations.

OP remains solely responsible for the accuracy and completeness of all financial data, revenue reporting, accounting records, tax filings, and compliance. Any third-party accounting or financial service providers engaged by Company are engaged as independent contractors for administrative convenience only, and Company makes no representations or warranties regarding their performance. OP authorizes Company to share necessary data with such providers solely to perform the Services.

To the maximum extent permitted by law, Company shall not be deemed to owe fiduciary duties to OP, and OP waives any claim based on alleged fiduciary or trust obligations.

10. Revenue Reporting; Verification; Audit; Anti-Gaming

10.1 Monthly reporting deadline. OP must report monthly GR by the 5th business day following month end, in the format required by Exhibit E.

10.2 Verification access. Upon request, OP must provide read-only access and/or statements sufficient to verify GR and AGR (bank statements, merchant processor reports, accounting exports, CRM sales summaries).

10.3 Audit rights. Company may audit OP’s GR/AGR up to twice per year (or more if fraud suspected) using OP’s records. OP must provide requested records within ten (10) business days.

10.4 Underreporting penalties. If an audit finds underreporting:

OP must pay the shortfall immediately, plus interest, and
OP pays all audit costs if discrepancy exceeds 3% for the audited period, and
if discrepancy exceeds 10% or involves intentional concealment, Company may impose a fraud/admin fee equal to 2x the shortfall and may terminate for cause.
10.5 Refusal = breach + acceleration. Refusal to provide verification within the required timeframe constitutes a material breach; Company may suspend services immediately and accelerate all amounts due through the remainder of the Initial Term.

11. Communications Compliance (TCPA/Text/Call Recording/Privacy)

11.1 Consent warranty. OP warrants OP has obtained and will maintain all required consents for Company (and Company’s call center) to contact OP’s leads/customers via call, text, and email, including any required disclosures for automated dialing, prerecorded messages, and SMS campaigns.

11.2 Recording compliance allocation. OP is responsible for ensuring compliance with state call-recording laws applicable to OP’s customers and OP’s jurisdictions. Company will follow Company-standard scripts and tooling, but OP bears legal risk based on where OP operates.

11.3 Indemnity expansion. OP will defend and indemnify Company for any claim arising from alleged TCPA violations, DNC violations, call-recording consent violations, marketing consent failures, or privacy disclosure failures attributable to OP’s customer base, OP’s lists, OP’s instructions, or OP’s jurisdictional footprint.

12. Termination; Early Termination; Acceleration; Offboarding

12.1 Termination for Cause (Company). Company may terminate immediately upon written notice for: nonpayment; fraud/misrepresentation; refusal to verify revenue; confidentiality breach; IP theft; non-circumvention breach; unlawful requests; harassment; reputational harm; or repeated failure to cooperate.

12.2 Termination for Cause (OP). OP may terminate for Company’s material breach not cured within thirty (30) days after written notice detailing the breach.

12.3 Termination without Cause. After the Initial Term, either Party may terminate with thirty (30) days written notice.

12.4 Early termination fee (OP). If OP terminates without Cause during the Initial Term, OP owes immediately:

all unpaid fees, GRS, Add-Ons, and pass-throughs; plus
the greater of (i) all remaining Monthly Base Fees through the end of the Initial Term or (ii) three (3) months of Monthly Base Fees; plus
any committed third-party costs and staffing commitments.
12.5 Acceleration. If Company terminates for cause, all amounts owed through the remainder of the Initial Term become immediately due, including estimated GRS based on trailing 90-day average GR (true-up permitted later).

12.6 Offboarding/export. Upon termination, OP may request data exports under Exhibit D. Offboarding work is billable at Company’s then-current rates (or a stated offboarding fee in Exhibit D). Company may withhold exports until OP is fully paid.

13. Confidentiality; IP; Non-Circumvention; Non-Hire; Injunction

13.1 Confidentiality. Each Party will protect the other’s Confidential Information. Company’s Confidential Information includes Company Systems, SOPs, scripts, automations, templates, and methods.

13.2 Company IP ownership. Company retains all right, title, and interest in Company IP and Company Systems. OP receives a limited, revocable, non-transferable license to use Company deliverables solely during the Term.

13.3 No copying / reverse engineering / AI training. OP will not copy, recreate, reverse engineer, scrape, or train any AI model on Company materials, workflows, scripts, or systems.

13.4 Non-circumvention (60 months). During the Term and for sixty (60) months after termination, OP will not bypass Company to replicate the HQ Program using Company-introduced personnel, vendors, systems, workflows, or confidential methods.

13.5 Non-solicit / non-hire (60 months). During the Term and for sixty (60) months after termination, OP will not solicit for hire or hire Company employees, contractors, recruiters, or key vendors introduced by Company without Company’s written consent. If OP breaches, OP agrees to pay liquidated damages equal to the greater of (i) $50,000 per person/vendor hired/poached or (ii) 30% of that person’s expected first-year compensation / vendor annualized value (not a penalty; a reasonable estimate of harm).

13.6 Injunctive relief. OP agrees Company may seek immediate injunctive relief for any breach of Sections 13.1–13.5 without bond, in addition to damages and fees.

14. Publicity; Non-Disparagement; Brand Control

14.1 No public claims. OP will not publicly state or imply Company is OP’s employer, partner, or guarantor.

14.2 No use of logos without approval. OP may not use Company’s name, branding, or case studies publicly without Company’s written consent.

14.3 Non-disparagement. OP will not publish or encourage disparaging statements about Company, including threats of negative reviews to coerce concessions. Breach triggers injunctive relief and damages.

15. Data; Security; Access Controls

15.1 Credential control. OP must safeguard credentials; any compromise caused by OP’s negligence is OP’s responsibility.

15.2 Access revocation. Company may disable access to Company Systems immediately for nonpayment or breach.

15.3 Data policy controls. Exhibit D governs data ownership, retention, export options, and deletion.

16. Indemnification

16.1 OP indemnity (broad). OP will defend, indemnify, and hold harmless Company from all claims arising from: OP’s field work; jobsite incidents; licensing/permitting; subcontractors/vendors; customer disputes; workmanship; marketing consents; and OP’s instructions.

16.2 Company indemnity (narrow). Company indemnifies OP only for third-party claims that Company’s deliverables infringe intellectual property rights, provided OP promptly notifies Company and allows Company to control defense.

17. Limitation of Liability (Tight)

17.1 Liability cap. Company’s total liability is capped at the lesser of (i) the last three (3) months of Monthly Base Fees actually paid or (ii) $25,000.

17.2 No consequential damages. No Party is liable for indirect, special, punitive, or consequential damages (lost profits, lost revenue, reputational harm, insurer decisions, project award failures).

17.3 Third-party shield. Company is not liable for third-party tool outages, telecom failures, ad platform decisions, carrier decisions, OP vendor failures, or OP’s field actions.

18. Disputes; Class Action Waiver; Arbitration; Venue

18.1 Good-faith resolution. Parties must attempt good-faith resolution for thirty (30) days after written notice of dispute.

18.2 Mediation → arbitration. Disputes proceed to mediation, then binding arbitration in Jackson County, Oregon. Company may seek injunctive relief for Sections 13 and 14 in court.

18.3 Class action waiver. OP waives the right to bring or participate in any class, collective, or representative action against Company.

18.4 Fees. If Company prevails, OP pays Company’s attorney fees and enforcement costs.

18.5 Limitations period. Any claim must be brought within one (1) year after the event giving rise to the claim.

19. Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control (natural disasters, outages, strikes, governmental actions, supply chain disruptions, or platform failures). Fees remain due for services standing by or already performed.

20. Miscellaneous

20.1 Entire agreement. This Agreement + Order Form + Exhibits + written Add-On orders are the entire agreement.

20.2 Priority. Exhibits govern over conflicting general language: Exhibit A (scope/SLA), Exhibit B (OP inputs), Exhibit C (Add-On orders), Exhibit D (data/offboarding), Exhibit E (billing/revenue worksheet).

20.3 Assignment. Company may assign freely; OP may not assign without Company’s written consent.

20.4 Electronic signature. Electronic acceptance is binding and treated as an original signature.

20.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter herein. The Signature below and checking of "YES" means you agree with this Entire Agreement and is enacted on the date signed and executed electronically

EXHIBIT A — SCOPE & SLA MATRIX (Base Services)

A1. Scope rule. Company performs Base Services listed below; anything not listed is excluded unless added via Exhibit C.

A2. Response & turnaround (conditions apply). Timeframes assume OP has provided Exhibit B inputs. If inputs are missing, the clock stops.

A3. Base Services + SLA

Sales follow-up: daily cadence as determined by Company; status notes logged.

Estimating: estimate draft turnaround target: 3–7 business days after receiving full field packet; revisions within 2–5 business days depending on complexity.

Change order support: respond within 2 business days after OP submits change evidence.

Project management/document management/data entry/workflow optimization: ongoing during business days; weekly internal review cadence.

On-site scheduling for initial visit/closing/start date: scheduled upon OP availability windows and customer responsiveness.

IT systems/automations/SOPs monitoring/backups/cybersecurity/troubleshooting: continuous improvement; critical outages responded to same or next business day.

Accounting (invoicing/billing/job costing): invoices issued within 2 business days after OP confirms billable milestone/scope.

Call center inbound 9-5/5; appointment setting; multi-channel support: during stated hours; missed calls routed via standard handling.

HR onboarding/training: per onboarding calendar and staffing needs.

Legal/compliance operational support: contract drafting/review/update requests queued and prioritized; safety briefs and lien releases handled as needed.

Lead generation program: as defined by Company program rules.

A4. Explicit exclusions (unless Add-On):

Full labor/subcontractor scheduling & coordination (Add-On).

A/P and A/R (tethered to full scheduling Add-On).

24/7 coverage (AI or Human) unless purchased.

Permit pulling / utility detection / project compliance unless Add-On.

EXHIBIT B — OP RESPONSIBILITIES & REQUIRED INPUT CHECKLIST

B1. Required “field packet” for estimates (minimum):

Date-stamped walkthrough video(s)
Photos of all affected areas (wide + close)
Measurements or scan outputs (if applicable)
Customer availability windows + access method
Material selections and finish levels (when needed)
Known pre-existing damage disclosures
Change-condition alerts within 24 hours of discovery
B2. Required operational access:

At minimum read-only accounting access or monthly statements
CRM access/export as requested
Dedicated dispatch inbox access routing
Phone/SMS number routing permissions
B3. Clock stops. If any B1/B2 item is missing, Company has no obligation to meet SLA targets and may re-queue work without penalty.

EXHIBIT C — ADD-ON ORDER FORM (Template)

Add-On Requested: __________________________
Scope: _____________________________________
Pricing Type (check one):
☐ Monthly: $/mo (minimum term: ___ months)
☐ Hourly: $____/hr (minimum: ___ hrs/month; billed in ___ minute increments)
☐ % / Success Fee: ____% of __________________
☐ Pass-through: ad spend / software / filing fees (prepaid deposit: $)
☐ TBD: estimated range $_–$___; requires written approval before exceeding cap

Dependencies: OP inputs required: _______________________
Start Date: __________ End/Review Date: __________
Authorized by OP: ___________________ Date: ________

(Reference pricing and tethering rules from the HQ sheet where applicable.)

EXHIBIT D — DATA, ACCESS, RETENTION, OFFBOARDING

D1. Ownership. OP owns OP’s raw business data. Company owns Company IP, systems, templates, and workflows.

D2. Access control. Company may revoke access immediately for nonpayment/breach.

D3. Retention. Company may retain OP data for 90 days post-termination unless longer retention is required for legal defense.

D4. Export options. Exports are provided only after OP is paid in full, and are billed at $275/hr with a 5-hour minimum (or as otherwise quoted).

EXHIBIT E — BILLING WORKSHEET (GRS + TRUE-UP)

E1. Monthly Base Fee: As applicable to OP’s selected service tier.
E2. Base Gross Revenue Share (GRS): 7% of Gross Revenue, unless adjusted by an authorized Add-On.
E3. GRS Uplifts: Selection of Full Project Scheduling & Coordination increases total GRS to 15%.
E4. Reporting & Invoicing: OP reports Gross Revenue by the 5th business day of each month; Company invoices GRS monthly in arrears.
E5. Verification & True-Up: Subject to audit and verification rights under Section 10 of the Agreement.

Obsidian Solutions

By its President/Authorized Representative

SUPER SUB EXPECTATIONS AGREEMENT:

This aspect of the agreement is a part of Obsidian Solutions Base Services Lead Gen Program:

We are looking for Super Subs across America, so tell your buddies who qualify to apply today!

We want YOU to make money, WE want to make money, and we want to get our CLIENTS' HOMES BACK!

Our Standards are high but fair, and we know our high standards will do nothing but elevate your business because iron sharpens iron! We are thrilled at the prospect of working together.

Our aim is to execute the administrative property claims project management, and for you to be our partnered superintendent boots-on-the-ground project manager, taking as much of that aspect off our plate as possible, including as much communication w the Client and subs as possible, and abiding by the timelines and parameters in the Expectations Agreement below so we are not chasing you.

All of your team members who are at worksites or using our Admin systems must read, study, and fully understand this Expectations Agreement, which outlines how we operate together.

CLICK ME to have it read to you if you are that lazy…

Legacy RED’s Super Sub Onboarding Steps:

Complete “New SS Info Form / Expectations Agreement” (10 min)
Watch Training Video upon submission (5 min)
Create Free Box Account (one-time) when we send your first Project (1 min)
Make Money! We add you as a Vendor and pay right into your Bank account.

When working with us, your job is to perform construction repairs work to industry standards and abide by the scope of work based on the Insurance Carrier’s allowed coverage and any agreed-upon upgrades, while abiding by our Expectations Agreement and Contracts. Ours is to support that process and provide you with work.

Legacy RED’s Imperative Unwavering Sequence of Processes Per Project Once Super Sub Approved:

We may have you create a Free Plnar Account (one-time per field tech/estimator you have)(3 min ea).
All staff on worksites must have access to your dispatch email, so they can all receive and upload as needed.
All administrative work is done in Box.
Once Legacy RED has a client in Contract, we will contact you to confirm you as the Project's SS and send you an invitation to the Project in Box, which arrives via email.
Once you sign up and accept the first Project in Box, all following Projects are automatically accepted.
Project Folders in Box will be titled: “2. SS. PM First Last. Client 1 First and Last.”
You will receive 3 different deal structure types of Projects:
1. Undetermined.
2. Predetermined.
3. Out-of-Pocket.
In Undetermined, Predetermined, and Out-of-Pocket, the Projects Box Folder will always have 2 documents and 2 folders.
- Documents:
  - “Initial Info” pdf
    - Has the Client’s Initial Info like Name(s), Number(s), Email(s), Worksite Address, Brief, Project Description.
  - “TASK LIST & Master Project Schedule Template for $85K Projects, Team Directory” spreadsheet.
    - TASK LIST sheet is your project management software. You will be given a different List for “Undetermined” and “Predetermined”.
    - Master Project Schedule Template sheet is required to be completed for projects over $85K.
    - Team Directory sheet has our Teams contact information inside. The name of the Project Manager is in the Box Project Folder Title.
- Folders:
  - “Inspection-Progress-Final Pics, Vids, and Docs”
    - Where you upload all information gathered from your first visit, all project progress pertaining to pre-construction (drawings, designers, permits, material selections, scheduling, etc) and physical construction from start to finish
  - “Estimate-Bill Upload location”
    - Where all financial uploads will occur, such as estimates, invoices, and change orders. It is imperative that Financial Uploads are kept classified between Legacy RED and Super Sub via this upload point.

If the Project is Predetermined:

The Estimate we create for what it will take to complete the job for you to approve will already be uploaded to “Estimate-Bill Upload location” and will have enough information for you to accept or not. Estimate includes a link to view pictures and 2D and 3D renderings, measurements, and enough info for you to make a decision digitally if you can do the job for the amount we set.
Predetermined Price Projects are sent out to all Super Subs in the radius of the project.
You win the Predetermined Price Project by being the first to accept the project. To Accept a PreD Project: in folder click 3 dots (…) in the top right next to the star and link button > More Actions > Mail All > Type in “FIRST” > Send and the project manager will assign you to the project.
You will be alerted of winning the job via email. You may also receive a call &/or text.
You will be added to Project via Box. Use the PreDetermined Tasks Section.
Backing out after acceptance of a Predetermined Price Project will lead to a skip penalty where you will be skipped for the next Predetermined and Undetermined opportunity/turn.
If upgrades are requested after our initial Estimate then we may request you create an estimate for those items.

If the Project is Undetermined:

We will alert you of this via call first. If the call is missed, you can miss the project by minutes as we call SSs in the project radius in cascading fashion. Can also be alerted via text, &/or email in extenuating circumstances.
You will be added to Project via Box. Use the Undetermined Tasks Section.
You must go to the work-site within 2 business days of receiving the Project where you will:
- If the Client was unable to fill out our “New Project Form / Work Authorization” please help them fill it out (usually bc they’re elderly). PM would alert you of this requirement. This is the link they would need to fill out: LINK
- Complete a PLNAR Scan.
- We will generate an estimate for you to accept based on the PLNAR Scan.
- If requested, gather info to create an Estimate.
- Estimate Requirements:
  - Must be submitted within 2 business days from worksite visit.
    Do a detailed walkthrough video of the entire worksite and submit that, plus any photos or other correlating documentation to the Projects “Inspection-Progress-Final Pics, Vids, and Docs” Folder in Box.
  - Gather necessary info to create an Estimate to complete the Project from complete start to finish (which will be uploaded to the Projects “Inspection-Progress-Final Pics, Vids, and Docs” Box Folder). The Estimate is confidential and only to be shared between Super Sub and Legacy RED via that upload point.
  - There must always be an Estimate for what it takes to replace what was damaged to get the property back to pre-loss condition, but if homeowner wants to do any upgrades, you must make it very clear where the upgrades are in the estimate, or you can just submit a second estimate of only upgrades.
    - Example 1: There is 1,000 sq ft of LVP flooring @ $4 per sq ft that has been demoed and Insurance wants to replace, but the Client wants to upgrade to replacing that 1,000 sq ft with tile @ $15 per sq ft. Give an estimate for what it would take to do the LVP flooring throughout as well as what it would take to do the tile.
    - Example 2: There is 1,000 sq ft of LVP flooring, but 300 of it has been demoed, and there is no way to match the flooring so must replace all (Pro note: only can cover what is continuous and ends at transitions).
  - We strongly prefer estimates to be done in cost of lineal or sq ft. Labor and Materials do not need to be separated but it helps. Estimate must be heavily itemized and as detailed as possible. The more details and evidence we have, the more we can get approved by insurance.
  - Labor and Material Estimates only. Overhead and Profit cannot be line items.
  - Your Estimate must be Fixed Project Price (No Cost-Plus Contracts). We send you to worksites where demo has already been entirely/mostly demoed.
  - For your knowledge:
    We have an 90-95% project execution rate once in Contract with Clients so there will be very minimal sunk costs creating estimates.
    - We only send one Super Sub per Undetermined Project, unless we cannot come to an agreement on price, in which case we will try for the next one (very rare occurrence).
    - Legacy RED will use the Estimate submitted by the Super Sub to create something insurance will approve.
      This bureaucratic process can take 2 weeks - 2 months +. We will keep you updated with its progress to ensure you have time to prepare for project launch. We will alert you when money is approved so we can begin scheduling. It will be sent to us, deposit, and sent to you.

If the Project is Out-of-Pocket (OOP):

We will alert you of this via call first. If the call is missed, you can miss the project by minutes as we call SSs in the project radius in cascading fashion. Can also be alerted via text, &/or email in extenuating circumstances.
You will be added to Project via Box. Use the Undetermined Tasks Section.
You must go to the work-site within 2 business days of receiving the Project where you will:
- Gather info to create an Estimate.
- Estimate Requirements:
  - Must be submitted within 2 business days from worksite visit.
  - Do a detailed walkthrough video of the entire worksite and submit that, plus any photos or other correlating documentation to the Projects “Inspection-Progress-Final Pics, Vids, and Docs” Folder in Box.
  - Gather necessary info to create an Estimate to complete the Project from complete start to finish (which will be uploaded to the Projects “Inspection-Progress-Final Pics, Vids, and Docs” Box Folder). The Estimate is confidential and only to be shared between Super Sub and Legacy RED via that upload point.
  - We strongly prefer estimates to be done in cost of lineal or sq ft. Labor and Materials do not need to be separated but it helps.
  - Estimate must be heavily itemized and as detailed as possible. The more details and evidence we have, the higher the closing rate.
  - Labor and Material Estimates only. Overhead and Profit cannot be line items.
  - Your Estimate must be Fixed Project Price (No Cost-Plus Contracts). We send you to worksites where demo has already been entirely/mostly demoed.
  - For your knowledge:
    - This scenario is less common than Predetermined and Undetermined, but we typically do not have the client in contract for these out-of-pocket projects
    - We only send one Super Sub per Undetermined Project, unless we cannot come to an agreement on price, in which case we will try for the next one (very rare occurrence).
      We will keep you updated with its progress to ensure you have time to prepare for project launch. We will alert you when money is approved so we can begin scheduling. It will be sent to us, deposit, and sent to you.

For Predetermined, Undetermined, and Out-of-Pocket Price Projects:
- Pay:
  - Legacy RED pays Super Sub under all circumstances. Client does not pay Super Sub. Redirect Clients to Obsidian Solutions for any additional requested work or inquiries outside of the scope of the current project. Undercuts will not be tolerated and lead to immediate termination via Breach of Contract. You may annotate the additional work requested to later create an Estimate for what would be required to execute, but must be approved via Legacy RED and not shared with the Client.
  - Legacy RED pays Super Sub, and Super Sub pays any subcontractors they hire.
    Your first 5 Projects Payment Structure is 25% Deposit, 25% Progress Payment, 50% upon project completion.
    Payment Structure for Projects less than $50,000: 50% Deposit + 50% Final Payment Upon Project Completion = 100%.
    Payment Structure for Projects greater than $50,000: 30% Deposit + 30% upon 50% of project completion + 30% upon 75% project completion + 10% Final Payment Upon Project Completion = 100%.
    Payments are made to you via ePayment via our Billing software.
- Invoices:
  - Super Sub must submit Invoices and any correlating documentation to Projects “Estimate-Bill Upload location” Box Folder
    Invoices are confidential and only to be shared between Super Sub and Legacy RED.
- Financial Updates:
  - Super Sub submits Financial Updates to “Estimate-Bill Upload location” located above and in the Project's Folder as soon as foresight arises that Estimate will deviate >15% from true Project Costs based on unforeseen circumstances that must become Change Orders / Supplements to Insurance.
    Financial Updates are confidential and only to be shared between Super Sub and Legacy RED.
- Material Expediting:
  - Once Legacy RED deems the Project Active, before any physical work is to commence, Super Sub must create Master Project Schedule via “4. Master Project Schedule Excel Template” provided in the Project’s Folder, and it must be updated and maintained throughout the life of the project. All subs information must be filled out in the Master Project Schedule, no matter how small the project.
  - For Projects greater than $125,000, Legacy RED may be able to argue for a designer for the SS to aid in all install material purchases with Client selections.

Expectations During Work:

Super Sub and Super Sub’s subcontractors MUST adhere to our “Expectations During Work” Standards (below).
Super Sub MUST submit a minimum of one detailed walkthrough/inspection video with a voice-over any day where work is performed. Please upload any other photos and videos taken throughout the day, especially if any problems arise. Be advised, Clients may have access to their Project Box Folder.
Super Sub is responsible for submitting subcontractors daily photo and video walkthrough/inspections to Project’s Folder in Box.
Attach Legacy RED to ALL correspondence (texts and emails) with client or pertaining to project. Add us via group text with 541-944-1479 or attached to emails via LegacyRED.Management@gmail.com
Super Sub must update Client and Legacy RED daily of estimated arrival time of workers for the following day. Keep them updated like you would your own clients, because they are (as simple as a text saying “This whole week will be there at 8:00 AM”).
Super Sub and Super Sub’s subcontractor are responsible for materials pertaining to their trades.
Super Sub’s subcontractors must be plugged into “4. Master Project Schedule Excel Template”.
No Marketing other than Legacy RED at or around work sites (we do not expect you to change your trucks, clothes, or cards, just no extra banners in the yards of fences etc.
Leave the worksites neat. Trash in trash out! Leave it better than you found it. Even if someone else left it, still throw it out (except anything that is not 100% trash, in that case make it neat).
Protection (for example: Ram Board through out walkways, trucks not in driveways or if must be have catching tray underneath, covering furniture, plastic barriers, temp framing, foam insulation around tubs, or a high traffic area with a nice transition, etc.). Be thoughtful! Foresee and account for items like this in your estimates.
Remember, how you perform and how the people you hire perform is a direct reflection on not only your own reputation, but Legacy RED’s reputation and we request you take that as seriously as we do.
Do it right like it was your own grandma’s home and like you are on camera, because in todays day and age, you probably are.

Other Key Info:

All of your team members who are at worksites or using our Admin systems must read, study, and fully understand this Expectations Agreement.
Super Sub cannot Deny Undetermined Projects in their radius or can lose out on future projects. If needed, we can put accounts on Pause if you become too busy. We are easy to work with and want you, our Partners, to be happy.
Projects Range from $2,000 to $300,000+.
Relative to locations and seasons, amounts of projects weekly/monthly can vary and can increase or decrease.
If any Obsidian Solutions / Legacy RED Client asks why the Super Sub is not labeled as Obsidian Solutions / Legacy RED (truck, business card, etc), it is because Super Sub Partners with Obsidian Solutions / Legacy RED as a Partnered SuperIntendent Project Manager.

Day-to-Day Advice to Succeed with Legacy RED:

Every day runs a little differently depending on what is to be done but there are some daily responsibilities.
First thing in the morning, and at the end of the work day, + throughout as necessary: Review every active project, communicate with all necessary parties, submit documentation to appropriate Project Box Folders, create and prioritize to-dos for the following day/few days, and archiving completed todos.
Follow the 1 minute rule, if it takes less than a minute do it then and there before it is forgotten, for example; as soon as you get a critical receipt document it to the appropriate Project Box Folder, or if a client has concerns that need to be checked into then plug it into todos, or if an architect says to check in with them next Thursday to put it in your calendar!
Account for daily Legacy RED time in the morning, end of workday, and sometimes through the day. Our systems are designed to be thorough, but easy. You will soon become proficient after a few reps.
Never forget that we are problem solvers and de-escalators making money by efficiently providing our quality services and products.
Scheduling Days for Office Days, Travel Days, and for Days on Sites.
Travel Days can be for inspections, setting up lockboxes, site visits for estimates, leading labor teams, meetings, etc.
Office Days are for office project management: estimates, scheduling, communications, paperwork. Attempt as much digitally as possible while retaining quality standards.
Days on sites are for Labor Leading.

SUPER SUB LIFETIME MASTER SERVICE AGREEMENT (CONTRACT PER PROJECT):

This Agreement governs all projects assigned by Contractor to Subcontractor after the Effective Date. Each project shall be evidenced by a Work Order issued by Contractor, which shall incorporate the terms of this Agreement by reference.

New Subcontractor Form / Expectations Agreement.

This Agreement is entered into in Jackson County, in the State of Oregon, by and between “Legacy Real Estate Development”, an Oregon LLC, hereafter referred to as “Legacy RED” or “Contractor”, and in the chartered Form tethered to this contract, hereafter referred to as “Subcontractor”, “”, or “Vendor” and, if applicable.

Contractor Name: Legacy Real Estate Development, LLC.

Address: PO Box 204 Medford, Oregon 97501

Phone: +1-541-944-1479

Email: LegacyRED.Management@gmail.com

Main Rules:

1. Do it right like it was your grandma’s house. How you perform is a reflection on Legacy RED’s reputation and we request you take that as seriously as we do.
2. Photos and Video walkthroughs at the end of each day work is done, in addition to whenever any issues arise.
3. Trash in trash out.
4. Direct Clients to Legacy RED for any inquiries. No undercuts.
5. Track time in and time out.
6. Account for protection (ram board, trucks not in driveways, furniture coverings, plastic barriers, temp framing, etc.
7. Subs responsible for materials.
8. This Contract pertains to all projects Contractor has with Legacy RED.

Boiler Plate Contract:

1. Insurance, Bond, License Proof. Subcontractor MUST submit proof of Insurance, Bond, and Contractor’s License in the State where work is to be performed via the tethered New Subcontractor Form / Expectations Agreement.
2. Subcontract Sum. Contractor agrees to pay Subcontractor for the full, timely, and satisfactory performance and completion of the work authorized by Contractor’s Representative.
3. Performance. Subcontractor agrees to furnish all supervision, management, services, labor, tools, equipment, materials, supplies, engineering, testing, invoices, receipts, and/or any other act or thing required to perform the Work. All Work is to be the highest quality and acceptable to Contractor, Owner and the government authorities. Work shall be installed in accordance with the Subcontract Documents.
4. Enumeration of Subcontract Documents. All written documents and messages affiliated with the project this document pertains to are fully a part of this Agreement. This Agreement represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements. Contingent on the location of the project and SubContractor Licensing, the State where work and subs licensing is held, the law of that State will apply to the interpretation of all Subcontract Documents.
5. Changes in the Work. All extra or changed work must be authorized by prior written or email correspondence from Contractor’s Representative to be considered part of this Subcontract. Mark up on Change costs (invoiced material costs.plus labor to perform the scope change) may not exceed 15%. Third party work may be marked up no more than 10%. Any such additional work preauthorized in writing by Contractor’s representative shall be verified daily in writing by Subcontractor and note completed quantities, man-hours and equipment hours. Signing of the written verification by Contractor’s Representative will constitute verification of quantities and hours worked only and will in no way alter this Agreement or be construed as acceptance of any additional terms.
6. Payment. Legacy RED has the option to pay the subcontractor as requested, but retains the right for Final Application for Payment billing date to be the last day of the month. Final payment shall be made to Subcontractor by the 25th day of the following month after completion and acceptance of the Work and satisfaction of all conditions for final payment as provided in the Prime Contract, including written acknowledgement that all indebtedness connected with Subcontractor’s Work has been paid or satisfied, issuance of releases and waivers of liens for Subcontractor and lower-tier subcontractors and suppliers and issuance of final waiver and release of claims on the Project. Final payments shall constitute a waiver of all claims by Subcontractor relating to Subcontractor's Work, but shall in no way relieve Subcontractor of liability for faulty or defective work. Legacy RED only accepts Fixed Price Contracts, or Labor and Material Contracts.
7. Lower Tier Payment Provisions. Subcontractor shall include in all its subcontracts and purchase orders related to Subcontractor’s Work a payment clause that obligates Subcontractor to pay its subcontractors, of any tier, or material suppliers within 10 days of payment from Contractor for such work. Contractor reserves the right, but is in no way obligated, to make direct payment due to Subcontractor's lower-tier subcontractors, material suppliers, equipment lessors or any surety. Contractor reserves the right to determine the manner of payment, including the use of joint checks.
8. Sales Tax. If Subcontractor’s invoices are subject to any sales tax, Subcontractor’s invoices to Contractor must state the sales tax as a separate line item. Subcontractor is responsible to collect and remit said sales tax to the proper taxing authority.
9. Scope of Work applicable to all Projects and Subcontracts:
A. Existing conditions. Subcontractor shall be knowledgeable of other contractors in place work. If damage occurs to other such property caused by Subcontractor, its subcontractors, of any tier, material suppliers, or anyone for whom Subcontractor is legally responsible, Subcontractor will replace at its expense.
B. Surveying. Subcontractor shall provide all layout for its Work. Contractor will provide primary benchmarks, building corners. Subcontractor is responsible for replacing (at its cost) all staking, flagging, and/or benchmarks damaged by its personnel in performing this scope of Work.
C. Clean up. Subcontractor shall be responsible for the cleanup of self-generated debris daily. All debris shall be removed from the Work area. No stockpiling of debris anywhere on the site or in the building will be tolerated. Should the Subcontractor violate the daily clean up policy, Contractor will exercise its right (24 hours after written notice to the Subcontractor) to hire an independent party to clean up all debris, at Subcontractor’s cost. Subcontractor must meet all government requirements applying to haul off debris, dust control, street cleaning, traffic control, and haul hours.
D. Schedule. Schedule is critical. All Work shall be completed in accordance with the Contractor’s direction. It is the Subcontractor’s responsibility to furnish adequate manpower and equipment to complete all Work within the time frame allotted to this scope of Work in the Construction Schedule. Should the Subcontractor fail to allocate adequate manpower and equipment to stay on schedule, Contractor shall have the right (48 hours after written notice to the Subcontractor) to call in a separate contractor to get the Work back on schedule and/or complete, at the sole cost of Subcontractor.
E. Re-mob. No re-mobilization charges will be accepted if any portion of this scope of Work is incomplete.
F. Supervision. Contractor reserves the right to approve Subcontractor’s on-site supervision. If Contractor determines that the Subcontractor’s on-site supervision is performing unsatisfactorily, Subcontractor shall immediately remove that person.
G. Hazardous Materials. Prior to any equipment or fuel or hazardous materials being brought onto the site, Subcontractor shall provide a written plan for contamination prevention, containment and cleanup of materials and spills arising out of Subcontractor’s Work. The written plans shall include: handling of the fuels to prevent contamination; storage of the fuels (how, where, etc.); maintenance of the equipment to prevent leaks; how a spill will be contained and cleaned up; and how any contaminated materials will be disposed. All plans and actions will be in accordance with the governing authorities. Subcontractor shall be responsible for all costs associated with any contamination caused in performing the obligations in this Paragraph.
H. Hoisting. Subcontractor is responsible for supplying, unloading, and staging its materials in the location of their eventual use.
10. Recoupment, Setoff and Back Charges. Contractor may deduct or withhold payment: (1) of any sums owed by Subcontractor to Contractor; (2) until Subcontractor submits evidence satisfactory to Contractor that lower tier subcontractors and suppliers have been paid; (3) when Subcontractor breaches any material provision of the Subcontract and/or (4) if any claim occurs or a lien is asserted against Contractor or the Project arising out of Subcontractor's performance of the Work. Contractor may retain an amount sufficient to protect Contractor from loss, damage or expense.
11. Rights and Obligations. The Contractor shall assume toward the Subcontractor all obligations and responsibilities that the Owner, under the Prime Contract assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all obligations and responsibilities which the Contractor, under the Subcontract Documents, assumes toward the Owner. The Contractor shall have the benefit of all rights, remedies and redress against the Subcontractor that the Owner, under the Subcontract Documents, has against the Contractor, and the Subcontractor shall have the benefit of all rights, remedies and redress against the Contractor that the Contractor, under the Subcontract Documents, has against the Owner, where applicable to this Subcontract. Where a provision of the Prime Contract contradicts a provision of this Agreement, this Agreement shall govern. Notwithstanding any contrary provision in the Subcontract Documents, Contractor will not assume or pursue any claims or relief from Owner or Architect on behalf of or for the benefit of Subcontractor. Subcontractor must pursue any such claims or relief directly. Subcontractor must resolve any disputes with Owner or Architect arising from Subcontractor Work or the Subcontract Documents at its own cost.
Insurance. Subcontractor agrees to obtain and maintain, at its own expense, insurance coverage with limits set out below. Insurers must have a rating of A, VII or better in the most recent Best’s Key Rating Guide. Subcontractor’s agreements with lower tier subcontractors shall require general liability coverage for ongoing operations and completed operations consistent with subparagraph 12.a and additional insured coverage consistent with subparagraph 12.b. Copies of lower tier subcontractors’ Certificates of Insurance confirming the insurance requirements in this Article 12 shall be provided to Contractor prior to Subcontractor entering the job site. Approval, disapproval or failure to act by Contractor regarding any insurance supplied by the Subcontractor shall not relieve the Subcontractor of full responsibility or liability for damages and accidents. Neither shall the bankruptcy, insolvency or denial of coverage by any insurance company exonerate the Subcontractor from liability.
A. General Liability.
Subcontractor shall maintain General Liability Insurance with these minimum limits of liability:

$1,000,000 Each Occurrence.
$1,000,000 Personal Injury and Advertising Injury.
$2,000,000 Per Project Aggregate.
$2,000,000 Products and Completed Operations Aggregate.
The General Liability Insurance shall include:

Contractual Liability.
The subcontractor exception to the “your work” exclusion.
Residential Operations (meaning no exclusions for residential work).
Occurrence coverage (NOT Claims Made).
Subsidence (meaning no exclusion for subsidence or earth movement).
Underground Work (meaning no exclusion for underground work).
Waiver of Subrogation.
B. Additional Insured Coverage.
Contractor shall be added as additional insureds under the coverages described above, and such additional insured coverage shall be obtained on the following terms:

Additional insured coverage for Contractor for Products-Completed Operations shall continue in full force and effect for ten (10) years after the date of substantial completion of the Work.
The limits available to the additional insured will be no less than those available to the Subcontractor under primary and umbrella policies in excess of the minimums required.
The additional insured coverage must be primary, not contributory and not excess of any other insurance carried by or for the benefit of the additional insured.
C. Workers’ Compensation Insurance and Employee’s Liability. Subcontractor shall provide Workers’ Compensation Coverage under the State where the work is performed and their license is held will meet that State’s legal requirements.
D. Automobile Liability. Subcontractor shall provide automobile liability coverage with limits not less than a combined single limit of $1,000,000. This insurance shall provide primary coverage for any auto, including all owned, non-owned and hired vehicles and waive any rights of subrogation against the Additional Insureds identified above. Auto pollution liability coverage is required if any vehicles are hauling hazardous materials.
E. Professional Liability. If Subcontractor has design or engineering responsibility, Subcontractor shall provide professional liability coverage with minimum limits of $1,000,000 per claim and a deductible or self-insured retention no greater than $25,000 per claim. This insurance shall be maintained for ten (10) years following substantial completion of the Project. The retroactive date of such policy must be the date work commences under the Subcontract.
F. Pollution Liability. If Subcontractor’s work involves earthmoving or asbestos, lead, mold or pollutant abatement, Subcontractor shall purchase limits of $1,000,000 each occurrence (if written on an occurrence basis) or $2,000,000 each claim (if written on a claims-made basis, with a minimum extended reporting period of six years after the date of Substantial Completion of the Project). The policy must name as Additional Insureds identified above and be primary and not in excess of, any other insurance carried by or for the benefit of the Additional Insureds.
G. Cancellation of Insurance Policies. Subcontractor shall have the affirmative obligation to notify Contractor of any cancellation or non-renewal.
H. Certificate of Insurance Requirements. Subcontractor shall provide Contractor with a copy of an original Certificate of Insurance confirming the insurance required by this Subcontract Agreement was purchased and in effect prior to commencing work. The Certificate should identify Contractor as an additional insured. The Certificate shall include as attachments a copy of the endorsements or such other policy language demonstrating that the insurance policies comply with this Subcontract Agreement. Upon request, Subcontractor shall produce a complete copy of the insurance policies discussed in this Article 12 within 10 business days.
I. Breach of Agreement. Subcontractor’s failure to obtain or maintain the insurance required by the Subcontract shall be deemed to be a material breach.
J. Withholding Payments. Contractor may withhold payments to Subcontractor until a properly executed Certificate of Insurance is received by Contractor.
K. Waiver of Subrogation. Contractor and Subcontractor waive all rights against each other for damages caused by fire or other perils to the extent covered by insurance. Subcontractor shall require of its lower tier subcontractors to execute waivers of subrogation in favor of Subcontractor and Contractor. A waiver of subrogation shall be effective as to a person or entity despite whether: (i) the latter has a duty to indemnify, (ii) did not pay the insurance premium, or (iii) had an insurable interest in the property damaged.
L. Payment of Deductibles. Subcontractor shall be responsible for any deductibles or SIRs for the insurance coverages it is contractually obligated to provide under this Subcontract.
13. Indemnification. Subcontractor shall defend, indemnify and hold Contractor harmless against all claims, liabilities and damages alleged to arise out of Subcontractor’s Work. If any claims made against Contractor are alleged to be caused in whole or in part by Subcontractor or its subcontractors, of any tier, or material suppliers, Subcontractor shall, defend, indemnify and hold harmless Contractor to the extent such claims arise out of or result from the acts or omissions of Subcontractor, its subcontractors of any tier, or material suppliers or anyone whose acts are the legal responsibility of Subcontractor. Subcontractor shall not be obligated to defend, indemnify or hold Contractor harmless for claims which result from the sole fault of Contractor.
14. Subcontract Bond. A performance bond and labor and material payment bond in a form and written by a surety satisfactory to Contractor shall be furnished if requested by Contractor in the full Subcontract Sum. The undersigned agrees, if awarded contract, to execute and deliver to Legacy RED within five (5) days after receiving contract forms confirming award of project to purchase performance bond and labor and material payment bond in an amount equal to one hundred (100) percent of the contract sum if over minimum required twenty thousand ($20,000). The undersigned hereby authorizes said Surety Company to disclose any information to the Owner concerning the undersigned’s ability to supply a performance bond and labor and material payment bond in an amount equal to one hundred (100) percent of the contract sum.
15. Correction of Work and Warranty. Subcontractor shall replace, at its sole expense and to the satisfaction of Contractor, any work or materials adjudged defective or improperly installed during a period of one (1) year from completion and acceptance of the entire Project. Subcontractor warrants its Work against all deficiencies and defects in materials and/or workmanship. Subcontractor further warrants its Work will comply with all applicable building codes and standards including but not limited to Uniform Building Codes, state and local building codes and established journeyman quality standards. Subcontractor further warrants its Work to the same extent as warranted by Contractor to Owner in the Prime Contract. All work not conforming to these requirements, including substitutions not properly approved and authorized shall be considered defective. Subcontractor agrees to promptly make good without cost to Owner or Contractor any deficiencies and defects due to faulty material and/or workmanship.
16. Arbitration. All claims and disputes arising out of or relating to this Subcontract shall be determined by arbitration in the State where work is performed and the SubContractors Licensing is held under the Construction Industry American Rules of the American Arbitration Association then in force. The arbitration shall be administered by an arbitrator rather than the American Arbitration Association. The arbitrator shall be an attorney with at least 12 years’ experience in construction disputes. The parties will decide on an arbitrator within seven days of delivery of demand for arbitration. If no agreement is reached, the parties will apply to the Circuit Court for the county in which the Project is located to appoint the arbitrator. The arbitrator may authorize limited discovery as necessary to ensure a fair hearing. The arbitrator shall hold a hearing within 120 days of the initial demand for arbitration unless otherwise mutually agreed in writing by Contractor and Subcontractor. The arbitrator’s fees shall be paid equally by the parties.
17. Attorney’s Fees. If any dispute occurs arising from Subcontractor’s Work or this Agreement, each party shall pay their own attorney fees and costs. There is no right for any prevailing party attorney fees or costs.
18. Vendor. This contract renders the signee as an official Vendor of the Contractor. This Contract or the most recently signed version of this contract applies to any and all projects underway in pre, during, or post-construction phases between subcontractor and Contractor. Any project that Contractor joins via Owner signing our Contract, even after work commencement by subcontractor now falls under this contract and any previously signed contracts between Subcontractor and Owner are rendered null and void if all work to that point falls under the scope of the Claim and Subcontractor will be paid under the same parameters as outlined in this contract. If work commenced and completed does not fall under the Claim’s purview, then Subcontractor’s Contract with Owner remains enacted prior to the date of Owner signing with Legacy RED. Any work from that point forward falls under Legacy RED. As a Vendor, Obsidian Solutions is entitled to 11% of the Mitigation Subcontractor’s Gross Revenue per Project as our Contractor fee and is to be withheld at final payment. Repair Vendor is 6%. As a Vendor you must operate within the structure of this Contract and any other Charters to this document such as Legacy REDs’ Expectations Agreements. The Subcontractor will not get the Client into Contract when Legacy RED sends them a project because the Subcontractor is in Contract with Legacy RED via this document and other coordinating Charters, and Legacy RED will get the Client in Contract for Work Authorization for the Vendor. Be advised that if you do not perform coverage confirmation before executing work, you release your right to any payment for services rendered. Legacy RED must have homeowner approval after submitted estimate if Contractor is performing work outside of the scope of coverage. Discounts at Legacy REDs’ discretion.
19. NDA. The purpose of this Agreement Clause is to ensure the confidentiality of proprietary information shared between Legacy RED and the Subcontractor during their business relationship. The Subcontractor acknowledges that during the course of its engagement with Legacy RED, it will have access to confidential and proprietary information belonging to Legacy RED. This information includes, but is not limited to, business strategies, financial data, customer lists, and technical know-how ("Confidential Information"). The Vendor agrees to maintain the confidentiality of all such information and not to disclose it to any third party without the prior written consent of Legacy RED. The Vendor further agrees not to use any Confidential Information for any purpose other than as necessary to fulfill its obligations under its agreement with Legacy RED. This includes not using the Confidential Information for its own benefit or the benefit of any third party. Upon termination of the business relationship, the Subcontractor agrees to return all materials containing Confidential Information to the Company and to not retain any copies thereof. The obligations of confidentiality shall survive the termination of this Agreement for a period of 100 years. This Agreement constitutes the entire understanding between the parties regarding the confidentiality of the information and supersedes all prior discussions and agreements. Any amendments to this Agreement must be in writing and signed by both parties. This pertain to all charters and documents signed between Legacy RED and Subcontractor.
20. Where applicable law requires a state contractor’s or builder’s license for the performance of work, and Legacy RED does not yet hold the necessary license in that jurisdiction, Subcontractor/Vendor agrees to act as the duly licensed contractor of record for such projects. Subcontractor/Vendor hereby authorizes Legacy RED to market, negotiate, and administer projects in that jurisdiction under Subcontractor/Vendor’s active license, provided that:
Subcontractor/Vendor remains the contractor of record and shall maintain all required supervision, control, and compliance with applicable licensing statutes;
Legacy RED shall operate as Subcontractor/Vendor’s authorized representative for purposes of project management, client communications, billing, and coordination;
Nothing herein shall relieve Subcontractor/Vendor of its obligations to maintain its license in good standing and in full compliance with applicable law; and
Both parties agree to indemnify and hold harmless the other for any claims or penalties arising from misrepresentation or non-compliance with licensing requirements, except to the extent caused by that party’s own acts or omissions.
21. Tethered. This Contract is expressly incorporated into, and made part of the New Project Form / Work Authorization executed by the Subcontractor all information, representations, and acknowledgments provided therein constitute a single, binding agreement between the Client and Legacy RED. In the event of any inconsistency, the terms of this Contract shall govern. The signing of the New Project Form / Work Authorization and checking of “YES” confirms you understand that by checking "YES” below and signing the New Subcontractor Form / Expectation Agreement, Subcontractor acknowledges and agrees that: 1. Subcontractor has been provided access to, and have had the opportunity to review, the Expectations Agreement and this Contract. 2. Subcontractor expressly confirms that Subcontractor has read, understood, and accepts the terms of the Expectations Agreement and Contract. 3. By Subcontractors signature on the New Subcontractor Form / Expectations Agreement, Subcontractor agrees that the New Subcontractor Form / Expectations Agreement and Contract together constitute a single, binding contract between Subcontractor and Legacy RED, 4. Subcontractor further acknowledges that all information provided by Subcontractor in this New Subcontractor Form / Expectations Agreement is true, complete and executes the Agreement on the date electronically submitted and onwards until mutual termination.

By checking "YES” below and signing this Form, I acknowledge and agree that: 1. I have been provided access to, and have had the opportunity to review, the Expectations Agreement and Master Service Agreement above. 2. I expressly confirm that I have read, understood, and accept the terms of the Expectations Agreement, which is incorporated herein by reference. 3. By my signature below, I agree that this Form and the applicable Expectations Agreement together constitute a single, binding contract between myself (the Subcontractor) and Legacy Real Estate Development and Obsidian Solutions. 4. I understand that my signature below applies specifically and exclusively to the Form and Expectations Agreement herein. 5. I further acknowledge that all information provided by me in this Form is true, complete, and forms part of the contract.*

YES

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