NMFS Independent Contractor Agreement
This Agreement is between you, the Independent Contractor, and NATIONAL MORTGAGE FIELD SERVICES, LLC (“NMFS”) having its principal place of business at PO Box 244 Weston, TX 75097, including all subsidiaries, partnerships, and joint ventures (collectively, the “Parties”) in accordance with the terms, conditions, and provisions as set forth below.
NMFS desires to contract services that you are willing to provide. Payment for services rendered by you as an Independent Contractors is issued on a standard fee basis as well as a case-by-case basis. An Independent Contractor undertakes assignments as they may become available. The use of the term “contract” refers to the entire Contractor Agreement, as well as a term used for work orders. A “work order” or assignment is a contract. No Independent Contractor is guaranteed work or that assignment will be available at the time of signing this agreement.
Compensation for services is payable only after services are correct, timely (before the work order due date), and completely performed, an online report is submitted, and other required material(s) as stated within an assignment’s instructions are received by NMFS at a specified URL using a username and password to our data management system.
After contract requirements are submitted in an acceptable and completed status, as determined by NMFS, the amount due will be paid by Direct Deposit on a regularly established payment date each Friday of each month, after a holding period of up to 30 days, or upon notification of rescheduled payment dates in accordance with NMFS Pay Policy found in the Back Office of NMFS.com.
NMFS reserves the right to assess a chargeback for a work order(s) if any of the contract requirements, and/or instructions per work order are not fulfilled, as determined by NMFS or its clients.
NMFS reserves the right to assess a $2 per day chargeback for work orders that are past due, that you have not provided an ECD (Estimated Date of Completion). This includes work orders that become past due while in your assignment, or work orders that are assigned already past due. All past due inspections must have an ECD provided in the Comment section of the work order, located on InspectorADE.com.
NMFS reserves the right to assess a $2 per day chargeback for insurance loss work orders where no call attempts to the homeowner have been made.
Before completing any inspection for NMFS, Independent Contractor agrees to read and understand our Policies and Procedures found on the NMFS.com website in the “Back Office” that are herby part of this contract. That section on our website covers our Pay Policy and Charge Back Policies.
NMFS does not withhold payment for taxes or any other related reason and is required to file a 1099 Miscellaneous form with the Internal Revenue Service at the end of the tax year, given that an Independent Contractor earns any amount equal to or greater than $600.00.
You understand that you cannot file for unemployment or other benefits since you are not an employee of NMFS. You understand that you are not reimbursed for fuel, tools (keys), and damages to your vehicle or any other reimbursable item that would normally be associated with employment. You understand that you are an Independent Contractor responsible for your own resources, insurance, and liabilities.
As an Independent Contractor, you are subject to the following:
• You are not entitled to medical, dental, or other benefits from NMFS.
• You are of legal age to perform your services (at least 18 years old).
• You assume complete and absolute responsibility of the services or tasks you perform.
• You agree to be compensated for your services by the agreed-upon fee, not by wages.
• You choose whether to accept or deny an available work order outside your assigned or requested areas of consideration.
• You agree to provide transportation and all other tools(keys) and materials.
• You agree that you will not be compensated for transportation or mileage costs.
• You choose the time and manner in which to conduct your services, within the purview and confines of the FDCPA (Fair Debt Collection Practices Act) and the Consumer Finance Protection Bureau.
• You fully understand the requirements of the contract.
• You agree to submit and pay for a criminal background check through Aspen Grove Solutions to obtain an ABC# rating of IC01 and understand that any rating change will result in termination of this contract agreement. If you have not yet obtained an Aspen Grove ABC# you may pay for it through NMFS using PayPal.
• You understand that a work order may or may not result in profit.
• You understand that you are responsible for any bank fees related to accepting payment.
• You agree that you are not an employee of NMFS.
• You will not represent yourself as an employee of NMFS or its clients.
• You may provide your services to other companies as an Independent Contractor.
• You are not guaranteed future work orders by NMFS.
• You agree to conduct all types of inspections that NMFS may send you in your area of assignment, from all its clients, using all required forms of data processing programs instructed.
• You agree that your area of assignment is at least the county or parish in which you dwell as well as any other county or parish you agree to accept work orders in.
• You agree that if you hire sub-contractors to complete work orders assigned to you from NMFS, that your sub-contractors will have an Aspen Grove Solutions rating of no less than IC01.
• You agree that if you hire sub-contractors under you that you are responsible to carry Errors and Omissions insurance for no less than $1,000,000 and name NMFS as a certificate holder.
• You agree to maintain auto insurance. If your state requires it, you should also carry your own worker’s compensation insurance.
• You understand that you are responsible for all accidents involved with your vehicle or on the job, that there is no workers compensation for Independent Contractors provided.
• You agree to read and abide by all Policies, Procedures, and Guidelines set forth by NMFS.com in the “Back Office”, and all future updates and policy changes provided by NMFS.
• If you decide to end your contract, you must terminate properly by filling out the Termination of Contract form found on our company website.
• You agree to provide a 14-day notice for termination and are responsible for open work orders assigned to you prior to giving notice of termination.
• You agree and understand that any period less than a 14-day termination notice will result in a slower payment system that may take 6 to 12 months for payment.
• You agree, once you have sent a 14-day termination notice, to chargebacks if we have to reassign another rep to your area to complete your unfinished work if you choose not to do the inspections during the 14-day notice.
• You agree, once you have sent the 14-day termination letter, to forfeit any fees for a work order if we have to reassign another IC rep to your area to complete your unfinished Follow-Up reports that you choose to decline after the 14-day notice.
As an Independent Contractor, you are required to submit factual data regarding observations and interactions when you provide your services. You are also required to submit complete and concise reports on an assigned website by the date and time agreed upon. You must be available by telephone, email, cell phone text, or Instant Messaging, if applicable; to contact you for answers to any questions NMFS may have regarding inspection services you performed for NMFS. Failure to do so is a breach in contract and may result in no compensation for services performed.
As an Independent Contractor, prior to acceptance of a contract, you agree to the following:
• Acceptance of the contract and its requirements and specifications.
• Acceptance of the agreed-upon compensation for your performed services on a fees paid basis.
• Acceptance of the required completion date and time of the contract.
• Maintenance of professionalism at the site of performed services.
• Written information disclosed will not be retained after the contract is completed, unless authorized.
• Anonymity prior to, during, and after performing services.
• Late fee adjustments to compensation from previously completed work orders for other work orders performed after the due date. PDNP Policy (Past Due No Pay)
• Reassignment fee adjustments to compensation from previously completed work orders for work orders past due that require reassignment due to the inspection being past due or failure to cure the Follow-Up on the work order, and/or for non-communication of inspections not past due.
• Detailed, concise, accurate, factual, and timely documentation of observations and interactions.
• Permission to verify any and all information supplied by you in reports or during services. Failure to abide by each and all of the above is a breach of contract and may result, at the discretion of NMFS, in denial of compensation for services performed. All of the above apply during the contract and after the contract terminates. NMFS, its subsidiaries, affiliates, agents, and advertising or promotional agencies are not liable for any accidents, misfortunes, adversities, legal liabilities, physical actions, or results that occur to you, anyone or anything accompanying you, or by you before, during, or after the evaluation and services performed or while utilizing any client product, service, or advice. Furthermore, you agree to hold harmless and make no claim against NMFS regarding any claim against another party. NMFS is not responsible for technical, hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer or facsimile transmissions which may limit an Independent Contractor’s ability to accept or view a contract, fulfill a contract, or collect compensation for a contract. The Independent Contractor agrees to hold harmless NMFS, its subsidiaries, affiliates, agents, and advertising or promotional agencies from any and all liability, loss, harm, damage, cost or expense whatsoever, including all reasonable counsel fees and court costs incurred, and including without limitation, property damage, personal injury and or death which may occur from acceptance of a contract, or use or misuse of compensation for a contract.NMFS may terminate this Independent Contractor Agreement at any time without notice. Upon termination of this Agreement, it is agreed that all materials and written information be returned immediately to the appropriate owner, and any rightfully due amounts with respect to contracts with requirements that are all in acceptable and completed status, as previously decided by NMFS, will be paid at the regularly scheduled pay date unless a 14-day termination notice is not received. Any claims or controversy that arises out of, or relates to this agreement, or the breach of it or any contracts accepted, will be settled by arbitration in Collin County, Texas.NMFS may make available an updated version of this Independent Contractor agreement at any time, in which case the Independent Contractor will be provided updates view the InspectorADE system. Any contracts accepted are subject to the terms and conditions in this Independent Contractor Agreement, and it is understood that the terms and conditions of this Agreement are agreed upon and will be abided by hereafter. Termination. should you, Independent Contractor, choose to terminate this Agreement, you must provide NMFS with fourteen (14) days notice and must complete any and all assignments you have accepted. Any past due work orders that NMFS must reassign are liable for back-charges against final payment. Independent Contractor agrees to cure all outstanding Follow-Up inspections after termination has been submitted, and within two weeks after termination or payment for incomplete or unfinished work orders will not be paid.TERMS & CONDITIONSIn consideration of the mutual promises and covenants contained in this Agreement and the disclosure of the mutual promises and covenants contained in this Agreement and the disclosure of confidential information to each other, the Parties to this Agreement agree as follows:1. CONFIDENTIAL INFORMATION. The Independent Contractor acknowledges that during the engagement they will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by NMFS and/or used by NMFS in connection with the operation of its business including, without limitation, NMFS’s business and product processes, methods, customer lists, accounts and procedures. The Independent Contractor agrees that they will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with NMFS. All files records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of NMFS, whether prepared by NMFS or otherwise coming into their possession, shall remain the exclusive property of NMFS. The Independent Contractor shall not retain any copies of the foregoing without NMFS’s prior written permission. Upon the termination of this Agreement, or whenever requested by NMFS, the Independent Contractor shall immediately deliver to NMFS all such files, records, documents, specifications, information, and other items in their possession or under their control. The Independent Contractor further agrees that they will not disclose the terms of this Agreement to any person without the prior written consent of NMFS and shall at all times preserve the confidential nature of their relationship with NMFS and of the services hereunder.
2. EXCEPTIONS. The foregoing obligations regarding disclosure of Confidential Information shall not apply, however, to any part of the Confidential Information which: (a) was already in the public domain or which becomes so through no fault of the Receiving party; (b) was already known or lawfully disclosed to the Receiving Party prior to the Receiving Party prior to receipt hereof (c) is expressly approved for release by written authorization of the Disclosing Party, or (d) is disclosed pursuant to any judicial, regulatory, or governmental request, requirement or order provided, however, the Receiving Party takes all reasonable steps to provide prompt and sufficient notice to the Disclosing Party so that the Disclosing Party may contest such request, requirement or order.
3. TERM. Notwithstanding termination of this Agreement the provisions relating to Confidentiality of information shall survive termination of this Agreement for a period of one (1) year. If any Party shall be entitled to terminate this Agreement immediately, seek injunctive relief, and recover any reasonable costs incurred in enforcing or protecting its rights hereunder.
4. CONFLICTS OF INTEREST- NONSOLICITATION, NONCOMPETITION. The Independent Contractor represents that they are free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Independent Contractor and any third party that they may currently work with. Further, the Independent Contractor, in rendering their duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which they do not have a proprietary interest. The Independent Contractor is expressly free to perform services for other parties while performing services for NMFS.
5. RIGHT TO INJUNCTION. The parties hereto acknowledge that the services to be rendered by the Independent Contractor under this Agreement and the rights and privileges granted to NMFS under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Independent Contractor of any of the provisions of this Agreement will cause NMFS irreparable injury and damage. The Independent Contractor expressly agrees that NMFS shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Independent Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that NMFS may have for damages or otherwise. The various rights and remedies of NMFS under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
6. MERGER. This Agreement shall not be terminated by the merger or consolidation of NMFS into or with any other entity.
7. SUCCESSORS AND ASSIGNS. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
8. CHOICE OF LAW. The laws of the state of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
9. HEADINGS. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
10. WAIVER. A waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
11. ASSIGNMENT. The Independent Contractor shall not assign any of their rights under this Agreement, or delegate the performance of any of their duties hereunder, without the prior written consent of NMFS.
12. NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given to the address of record.
13. MODIFICATION OR AMENDMENT. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
14. ENTIRE UNDERSTANDING. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
15. UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
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