Contractor Agreement

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1 HSUSA01012015 Contractor Agreement Contractor Name: Principal Name: Address:

City: ST: Zip Code: - Business Telephone: - -

License Number: Federal ID#:

This agreement (this “Agreement”), is effective as of the date (“Effective Date”) that it is executed by both HomeServe USA, 1232 Premier Drive, Chattanooga, TN 37421 (“HomeServe USA”) and the Service Provider referenced above (the

“Contractor”) (individually referred to as “Party” and collectively referred to as “Parties.”)

WHEREAS, HomeServe USA is a provider, marketer and administrator of emergency home repair service plans (“Service Contract”) under the HomeServe USA brand and through partnerships with utility companies, appliance manufacturers and other entities throughout U.S. and Canada;

WHEREAS, Contractor provides certain services and repairs to residential consumers;

WHEREAS, HomeServe USA desires to appoint Contractor as a non-exclusive, authorized service provider with respect to the Service Contracts and other programs which HomeServe USA provides, markets and administers; and

WHEREAS, Contractor desires to accept such appointment and repair services under such Service Contracts;

NOW THEREFORE, in consideration of promises and mutual covenants contained herein, the Parties agree as follows:

I. REPRESENTATION; NO AGENCY RELATIONSHIP

a. Contractor represents that;

(i)it is a sole proprietorship, corporation, limited liability company or partnership duly created and validly existing and in good standing under the laws of the state where it provides services;

(ii)it has authority to enter into and perform its obligations under this Agreement; and

(iii)its employees are fully experienced, properly qualified, certified, licensed, equipped, organized and financed to perform the Services.

b. Contractor, its employees, subcontractors or agents shall not be considered to be representatives, agents or employees of HomeServe USA for any purpose, none of them have any authority to bind, or create any obligation, express or implied, on behalf of HomeServe USA

II. DEFINITIONS

a. Authorization – Approved amount Contractor can charge HomeServe USA for Service(s).

b. Contractor Operations Manual – Policies, procedures, and resources for the HomeServe USA’s Contractor Network, and the HomeServe Code of Conduct, as may be amended by HomeServe USA from time to time in its sole discretion.

c. Contractor Profile General Contractor business information referenced in Schedule A. d. Customer - Owner of a HomeServe USA Service Contract.

e. Pre-Authorization - Pre-approved amount; the Contractor can proceed with certain Service(s) without obtaining additional authorization from HomeServe USA.

f. Reattend–Detailed in Work Order, a service call back with same problem and resolution within Contractor warranty period at no charge to HomeServe USA.

g. Service – The type of service to be performed by the Contractor, reflected in Schedule B.

h. Service Level Agreement (“SLA”) – Key customer service metrics that Contractor must adhere to for Service response time and quality, as further detailed in Contractor Operations Manual.

i. Service Territory – Contractor’s geographic area

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III. TERM

This Agreement shall become effective on the Effective Date and shall extend for five years from such date as an initial term. It shall automatically renew for additional one (1) year terms on the fifth anniversary of the Effective Date, unless either party notifies the other in writing at least thirty (30) calendar days prior to end of such renewal terms.

IV. HOMESERVE USA OBLIGATIONS

a. Contractor Assignment; No Guarantee of Volume. In its sole discretion, HomeServe USA shall select Contractor for Services to be rendered hereunder, based on but not limited to the following criteria: (i) Service Territory outlined in Schedule C; (ii) Service selected in Schedule B; (iii) Contractor’s availability to perform the Service; and (iv) Contractor’s prior performance. HomeServe USA does not guarantee any Service volume to Contractor.

b. Claims Processing. HomeServe USA shall have the right in its sole discretion to accept, reject or adjust claims made by Customer and repair Services made by Contractor in accordance with the terms and conditions of the Service Contract.

c. Payment of Claims. Within thirty (30) calendar days of receipt of all required documentation from

Contractor, HomeServe USA will pay the Contractor for valid claims, as outlined in the Contractor Operations Manual. HomeServe USA shall pay the Contractor in accordance with the rates set forth in Schedule D, which HomeServe USA may amend from time to time with notice to the Contractor. Payment may be made by electronic transfer of funds or check, or any other payment vehicle selected by HomeServe USA.

V. CONTRACTOR OBLIGATIONS

a. Performance.

Contractor shall meet the performance standards and requirements of each Work Order in a competent, timely and efficient manner. Performance standards shall include but not be limited to and in all cases in compliance with

(i) any manufacturers’ instructions and specifications;

(ii) all applicable federal, state and local laws, codes and regulations; (iii) the Contractor Operations Manual including SLA’s;

(iv) generally accepted industry safety guidelines such as OSHA; and (v) the terms and conditions of Service Contracts.

b. Inspection.

HomeServe USA may inspect Contractor’s work to verify that it meets all the requirements of the Work Order and the Performance Standards. If such work fails inspection, HomeServe USA may reject the claim, and the Contractor shall promptly correct the work at its expense or, at HomeServe USA’s option, HomeServe USA and the Contractor shall mutually agree upon the terms, including price, of such repair or replacement.

c. Compensation.

Compensation for Services shall be in accordance with Schedule D. Rate changes must be agreed upon by both Parties and made as an Amendment to this Agreement as a new Schedule D. If the cost is in excess of the Pre-Authorization amount, the Contractor shall provide to HomeServe USA an estimated cost of carrying out the Service in writing (including via email). Contractor’s compensation is Confidential Information under this Agreement, and Contractor shall not disclose such terms to any third party, including any Customer, except as required by law.

d. Payment.

Contractor shall complete and submit all claim invoices for valid Services within ninety (90) calendar days from the date the Service was performed along with the required supporting documentation defined in the Contractor Operations Manual. Claim invoices received after ninety (90) calendar days will be rejected and will be the sole responsibility of the Contractor, unless prior written approval is obtained from HomeServe USA.

e. Subcontractors

Contractor’s use of any subcontractors must first be authorized by HomeServe USA; such approved subcontractors are referred to as “Subcontractors.” All Subcontractors must also comply with all the provisions of this Agreement, including the insurance requirements, and the Contractor Operations Manual.

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Regardless of its use of Subcontractors, the Contractor remains responsible and primarily liable for performance under this Agreement, as well as for full compliance with the Contractor Operations Manual. f. Permits.

The Contractor shall secure and pay for all permits, fees, licenses, and inspections associated with a particular repair and that are necessary for proper completion of the Work Order. HomeServe USA will reimburse actual costs upon receipt of proper documentation.

VI. Representations and Warranties

The Contractor represents and warrants that it and its employees and personnel:

a. are properly experienced, qualified, certified, licensed, equipped, organized and financed to perform the work under Work Orders;

b. are in compliance with all applicable laws and regulations relating to this Agreement, Work Orders and the Performance Standards;

c. will comply with all applicable law and regulations in the course of performing Work Orders; and

d. all work and material is and will be warranted as in compliance with this Agreement and the Performance Standards and will be free from defects for a period of one (1) year after acceptance by HomeServe USA.

VII. Complaints.

The Contractor will not communicate with or make any visits to Customers who have complained about the Contractor or the quality of service provided by the Contractor. Unless directed otherwise by HomeServe USA, if contacted by Customer in connection with a complaint, the Contractor will immediately refer the Customer to HomeServe USA. If specifically requested by HomeServe USA, Contractor shall respond promptly and fully to all customer complaints, and maintain complete records of the resolution thereof.

VIII. Indemnification.

The Contractor shall indemnify, defend and hold harmless HomeServe USA, its parent and affiliates, and their respective officers, directors, employees and agents (collectively the “HSRM Indemnitees”) from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) incurred or suffered by the HSRM Indemnitees or any of them, as a result or arising from Contractor’s breach of this Agreement and/or from Contractor's, Subcontractor’s and its agents’ acts and omissions in connection with work and Work Orders. The Contractor shall indemnify HomeServe Indemnitees against any and all mechanics and/or material man’s liens arising in connection with any Work Order. The Contractor shall further indemnify HomeServe Indemnitees against any debt, liability, lien, or claim filed against the work for which HomeServe USA Indemnitees may become liable or which may become a lien on its or their property. The foregoing indemnification obligations shall survive termination of this Agreement.

IX. Insurance.

Contractor shall protect HomeServe USA from claims which may arise out of or result from the Contractor's performance under this Agreement, whether such performance is by Contractor or by any subcontractor or Subcontractor or by anyone directly or indirectly employed or engaged by any of such entities, or by any one for whose acts such entities may be liable. The coverage and limits specified below may not be adequate to protect the Contractor; such coverage and limits are not a limitation on the Contractor’s liability under this Agreement.

Contractor shall, at its own cost and expense, procure and maintain for itself and its employees all insurance coverages as required by Federal or State law, including workers' compensation insurance in the relevant state jurisdiction. Contractor also agrees to maintain limits of comprehensive general liability insurance (CGL) including contractual liability with a per occurrence limit of $1,000,000 for bodily injury or property damage; automobile liability coverage with a combined single limit of $1,000,000, and an Umbrella Excess Liability policy with a per occurrence limit of $2,000,000 over its primary insurance. Except for its workers’

compensation policy, Contractor’s policies shall provide for a waiver of subrogation, and Contractor will name HomeServe USA as additional insured on the comprehensive general liability and automobile liability policies. All policies are to be written by insurance companies with an AM Best rating of A- VII or better. With respect to any claims that may arise from the services contemplated under this Agreement, Contractor’s insurance policies shall be considered primary with regard to any policies maintained by HomeServe USA. Within fifteen (15) days of the Execution Date, and each year thereafter on the anniversary of the Execution Date of this Agreement, Contractor shall furnish a certificate of insurance evidencing such coverage to HomeServe USA’s third party administrator (“TPA”) (which at the time of this Agreement is PlusOne Solutions, but which may be changed from time to time by HomeServe USA). Failure to provide such evidence of coverage shall be cause

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for Contractor’s immediate termination; HomeServe USA may also withhold funds due Contractor until such certificates have been provided. Certificates will include a provision under which HSUSA receives (30) days’ notice prior to coverage cancellation by either Contractor or its insurer. Prior to any service being performed by a Subcontractor, Contractor shall furnish HSUSA with evidence of insurance which fully complies with this Agreement. Failure to provide Subcontractor’s insurance shall be cause for immediate termination of Contractor.

Contractor shall furnish HomeServe USA with prompt notice of all claims it receives under the required insurance that relate to HomeServe USA’s business and shall keep HomeServe informed as to the status of each such claim.

X. Confidentiality.

Contractor agrees that the terms of this Agreement, and all information relating to this Agreement, including but not limited to, the business of HomeServe USA, its Customers, and the customers of its Customers

constitute confidential and proprietary information (“Confidential Information”) and shall not be disclosed to any third party, with the sole exception of Subcontractors, without the prior written consent of HomeServe USA. Information need not be marked “Confidential” to be treated as such. Confidential Information may only be used by Contractor for the purposes of this Agreement and may not otherwise be used or disclosed and must be protected using the same degree of care the Contractor uses for its own similar information, but never less than a reasonable degree of care. Confidential Information remains the property of the disclosing party and, unless otherwise required by applicable law, will be returned or certified as destroyed upon the expiration or termination of this Agreement.

XI. Termination.

HomeServe USA may terminate this Agreement immediately if any one of the following events occurs: (i) Contractor breaches or threatens in writing to breach this Agreement, specifically including the requirement to obtain insurance and do drug and background-testing, (ii) Contractor has any business or similar license revoked or ceases to conduct business or commences or has commenced against it any bankruptcy or insolvency event, (iii) Contractor is convicted of or pleads guilty or no contest to any criminal offence, or (iv) there is a change in effective control of the operations of the Contractor’s business.

HomeServe USA may terminate this Agreement for any reason or for no reason upon thirty (30) days written notice to Contractor.

XII. Post Termination.

In the event of termination or expiration, the Contractor will: (i) be paid for work authorized, completed and accepted by HomeServe USA up to the effective termination date (however, all sums due to HomeServe USA will be deducted from final payment); (ii) immediately stop representing itself as an approved contractor of HomeServe USA, and (iii) immediately cease using any of HomeServe USA’s intellectual property, Confidential Information and name; and (iv) upon request, immediately return any of HomeServe USA’s Confidential Information or certify that it has been destroyed.

XIII. Notices.

Notices shall be effective if delivered in person or mailed by registered or certified mail, postage prepaid, to the addresses noted on the signature page.

XIV. Governing Law.

The laws of the State of New York shall govern the validity, performance and construction of this Agreement, without giving effect to any choice of law or conflicts of law provision. Any action brought under this Agreement shall be brought in the New York State or Federal Courts.

XV. Entire Agreement; Waivers.

This Agreement, the Work Orders, the Contractors Operations Manual, and the Schedules attached hereto constitute the entire Agreement between the parties as to matters described herein and supersede all previous communications, representations and agreements, whether written or oral, with respect to such subject matter. Except as otherwise provided herein, no addition to or modification of any provision of the Agreement shall be binding unless made in writing and signed by a duly authorized representative of the parties. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such party. No waiver shall be valid unless in writing signed by the waiving party.

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XVI. Severability.

If any part of this Agreement is held to be invalid, void or otherwise unenforceable, the other parts of this Agreement shall continue in full force and effect.

XVII. Assignment.

The Contractor shall not, without the prior written consent of HomeServe USA, sell, assign, transfer, or subcontract this Agreement or any portion of the work to any third party. If any portion of a Work Order cannot be performed by the Contractor, then the Contractor shall immediately notify HomeServe USA and HomeServe USA may assign the Work Order to another contractor selected by HomeServe USA.

XVIII. Code of Conduct.

Contractor shall exhibit appropriate dress and uniform, use due care, be courteous, friendly and professional when providing Services to Customers and abide by HomeServe USA’s Code of Conduct, a current copy of which is available from HomeServe USA. Contractor shall protect and maintain Customer’s property when providing Service and conduct business with the highest degree of professional behavior. Contractor shall maintain the work area in a clean and orderly condition.

XIX. Drug Testing and Background Checks.

Contractor shall complete background checks on all owners, officers, directors, management and employees

performing Services site at Customer’s premises. No individual employed by Contractor shall perform any such on-site Services and interact with Customer without first having completed an employee drug test at the expense of Contractor and to the satisfaction of HomeServe USA. Background checks must include both criminal and substance abuse history. As may be requested, Contractor shall provide the names and required information to HomeServe USA’s TPA (which as of the date of this Agreement is PlusOne Solutions but which may be changed from time to time by HomeServe USA). Additional testing may be required by HomeServe USA to meet specific Customer compliance standards. Contractor certifies that neither it nor anyone employed by it is on any restricted persons or entities list such as the Office of Foreign Assets Control’s list (“OFAC”).

XX. Use of Name, Likeness, and Publication of Reviews. Consent to Location Tracking.

From time to time, HomeServe USA obtains reviews and recommendations from Customers as to the performance and quality of work performed by Contractors. Contractor agrees that HomeServe may publish Customer reviews and recommendations about the Contractor, including any likeness such as a photograph. Contractor understands that it shall have no control over the form or content of any reviews and recommendations, and HomeServe USA shall have no liability of any kind to Contractor for any negative comments about Contractor from Customers that may be published by HomeServe USA. For itself and its employees, Contractor agrees that HomeServe USA may use location tracking applications which reveal to HomeServe USA and its customers the locations of Contractor’s employees. Contractor also consents to HomeServe USA’s use of the name, location and photograph of Contractor and/or its employees in connection with the application.

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CONTRACTOR AGREEMENT COUNTERPART SIGNATURE PAGE

In witness hereof and intending to be legally bound hereby, the Parties hereby execute this Contractor Agreement to be effective as of the date it is signed by HomeServe USA.

CONTRACTOR NAME:

Signature of authorized signatory: Print Name:

Title:

Address for Notices:

Date: HomeServe USA Signature: Name: Title:

Address for Notices:

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Schedule-A: Contractor Profile Company Profile

Date Federal/State Tax ID Company Name

Business License #

Physical Address Mail Address Check if same as Physical Address Street Street

City City

State Zip Code State Zip Code

Contact Information

Contact Method Number Description

Primary Office #

Primary Business Contact Name:

Fax #

After Hour Service Dispatch

Cell Phone #1

Cell Phone #2

Email Address #1

Email Address #2

Web Site

Are you a certified minority owned business? Yes No If yes, what is your classification?

Financial Information

Gross Revenue Last Year (click box for drop down menu) Please Select one Comprehensive General Liability (click box for drop down menu) Please Select One Commercial Auto Liability (Click box for drop down menu) Please Select One Worker’s Compensation Insurance(Click box for drop down menu) Please Select One

Licensing Information * List All Master Licenses

Type Number Holder

Association Affiliations * List All Business Membership Associations

Association Type Member Since:

OEM Brands Authorized

OEM OEM OEM

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General Information

Are company vehicles signed and in good condition? Yes No Are the service vehicles stocked, organized and prepared for emergency

services? Yes No

Do all technicians wear company uniforms? Yes No Do you have a sewer camera with video capture, if applicable? Yes No Do you have jetting equipment, if applicable? Yes No Do you have leak detection equipment, if applicable? Yes No Name other specialized equipment?

Do you perform your own excavation, if applicable? Yes No How many employees does the company have?

Field: Office:

How many service trucks are available

Are all technicians directly employed? Yes No Are all your employees drug tested with results on file? Yes No Do you currently perform criminal background checks and are the records

on file?

Are you willing to have all employees who may be deployed to a customer's worksite drug tested and background checked through our vendor?

Yes No Yes No Do you use an answering service for after normal business hour service

calls?

If not, how do you ensure jobs get deployed after hours?

Yes No

24 Hour Emergency Service? Standard Business hours: After Hours:

Weekend Hours: Company Holidays:

Christmas Thanksgiving July 4th Labor Day Memorial Day New Year’s

Day

Yes No to

Begin at End at

Begin (Day/Time) End (Day/Time)

Easter/Good Friday

Other- please indicate Do you have Satellite offices/Substations?

If So, please list the Zip code each is located within:

Yes No

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Schedule-B: Contractor Service Types Services Provided by Contractor *check all that apply

 “Water Service Lines” are defined as the water pipe owned by a customer of HomeServe USA that is connected to the service pipe (usually at the curb stop or meter pit), leading there from to a meter on the customers’ premises and any valves that are installed immediately before and after the meter. Water service lines do not include a water utility’s mains, the water meter, or any other property owned by the water utility or by the customer at whose premises the work is to be performed, except as otherwise set forth herein.

 “Internal Plumbing Lines” are defined as the water plumbing supply, distribution and drainage pipes and valves comprising the internal plumbing system of a residence, excluding Water service lines and sewer lines.

 “Sewer Lines” are defined as the waste water and soil discharge and drainage line or lines on the Customer’s property extending from the exterior wall of a residence of a customer to the property line at point of connection with local sewer service utility.

 “Interior Electric Lines” are defined as the electrical distribution center (commonly known as the breaker panel or fuse box) and all feeder circuits off of that electrical distribution center that are located within the interior of the customer’s home (which typically includes all wiring off the breaker panel to and including standard wall outlets (including GFCI, and wall switches).

 “Exterior Electric Line” is defined as the exterior main power cable from the weather head to the main distribution panel or from transformer to main distribution panel when underground. Includes meter box, service entrance cable, and any conduit.

Interior Gas Linesare defined as the natural gas plumbing supply line from the point of entrance into the home to the shut-off valve (or where code requires a shut-off valve) at each natural gas appliance located within the home.

Exterior Gas Linesare defined as the natural gas plumbing supply line on the Customer’s propertyfrom the curb box to the inlet valve of the meter for one single family residential home - it is the most direct line between the curb box and the inlet valve of the meter. It includes the gas supply line between the outlet of the meter and the exterior of the foundation.

 “Telephone/Low Voltage Lines” are defined as the interior telephone and low voltage wires and jacks which exist inside the customer’s home for telephone, thermostat, and door bell systems.

 “Heating Systems” are defined as most of the major parts of a central natural gas, propane or electric forced-air or circulating hot water heating system, including air scoops, aquastat, barometric damper, belts and pulleys, blower motors and blower wheels, circuit boards, circulator motor/coupler (not circulator), ECO safeties, fan and limit controls, fusible links, gas valves, ignition controls, induced draft motor, blower, low water cutoff, main and pilot burners, pilots and thermocouples, pressure switch, regulator valves, relays, spill switches, transformers.

 “Cooling Systems” are defined as most of the major parts of electric central air conditioning systems including: capacitor, circuit boards and Internal fuses, condensate pumps, condenser motor/fan, contactor switches, delay timer, fan controls and relays, filter drier, high and low pressure switches, limit controls, refrigerant (excluding maintenance recharges), relays, transformers and valves.

 “Heat Pumps” are defined as most of the major parts electric central Heat Pump systems

 “Water Heaters” are defined as most of the major parts of tank-based electric and natural gas water heaters, including: Gas Water Heater: Burner supply tube and assembly, drain valve, gas valve, pilot light, supply tube and assembly, temperature control, thermocouple, T/P relief valve, main burner Electric Water Heater: Drain valve, lower thermostat, lower element, T/P relief valve, upper thermostat, upper element

 “Appliances” are defined as most of the major functional parts of a natural gas or electric appliance.

 “Home Energy Services” are defined as weatherization services including but not limited to insulation, air sealing, duct sealing, safety checks covering complete insulation throughout the home utilizing cellulose, spray foam, attic insulation, crawlspace insulation and wall insulation.

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Contractor shall provide territory zip code listing in the following softcopy Microsoft Excel format and provide to HomeServe USA.

Zip Code City State Zip Code City State Zip Code City State

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Schedule-D: Contractor Service Rates

Plumbing and Drainage Labor Rate

Labor Hourly Rate

Rate Per Hour:

Call Out Charge:

Overtime Rate Per Hour:

Holiday Call Out Charge:

Holiday Overtime Rate Per Hour:

Labor Flat Rate

Flat Rate Per Job:

After Hours Flat Rate Per Job:

Holiday Flat Rate Per Job:

Electrical Labor Rate

Labor Hourly Rate

Rate Per Hour:

Call Out Charge:

Overtime Rate Per Hour:

Holiday Call Out Charge:

Holiday Overtime Rate Per Hour:

Labor Flat Rate

Flat Rate Per Job:

After Hours Flat Rate Per Job:

Holiday Flat Rate Per Job:

Heating Ventilation Air Conditioning, Water Heater Labor Rate

Labor Hourly Rate

Rate Per Hour:

Call Out Charge:

Overtime Rate Per Hour:

Holiday Call Out Charge:

Holiday Overtime Rate Per Hour:

Labor Flat Rate

Flat Rate Per Job:

After Hours Markup Per Job:

Holiday Markup Per Job:

IMPORTANT:

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