Contractor Agreement

Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made as of Date of Platform Approval (the “Effective Date”), by and between Speccs, a California corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and the “Inspector”.

WHEREAS, the Company provides a marketplace to connect homeowners seeking home inspections to qualified home and construction inspectors.

WHEREAS, Inspector is a qualified home and/or construction inspector who wishes to provide home and/or construction inspection services to the Company’s homeowner clients under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for good and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1. Independent Contractor Relationship. During the term of this Agreement, Inspector will provide services as a home and/or construction inspector (the “Services”). Inspector represents that Inspector is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Inspector represents and warrants that Inspector will comply with all federal, state, and local laws required to carry out the Services to be performed under this Agreement. Inspector shall use Inspector’s best efforts to perform the Services such that the results are satisfactory to the Company and the Company’s homeowner clients (each, a “Client”).

2. Compensation. As consideration for the Services to be provided by Inspector and other obligations, the Company shall pay the Inspector per inspection (each, an “Inspection”) completed to the satisfaction of the Company and the Client. The Company shall remit payment to Inspector within 24 hours following any Inspections completed to the Company’s satisfaction. Inspector shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services unless otherwise agreed to by the Company, which consent shall be evidenced in writing for any expenses. As a condition to receipt of reimbursement, Inspector shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.

3. Term and Termination. Inspector shall serve as an Inspector to the Company for a period commencing on the Effective Date and terminating on the one-year anniversary of the Effective Date. Notwithstanding the above, during the term of the Agreement, either party may terminate this Agreement at any time upon ten (10) business days’ written notice. In the event of either of such terminations, Inspector shall be paid for any portion of the Services that have been performed prior to the termination.

Should Inspector default in the performance of this Agreement or materially breach any of its obligations under this Agreement, Company may immediately terminate this Agreement.

Should Inspector’s license and/or insurance lapse, this Agreement will automatically and immediately terminate.

4. Independent Contractor. Inspector’s relationship with the Company will be that of an independent contractor and not an employee, joint venturer or any other relationship. Inspector represents and warrants: (a) that it has obtained all the requisite business license and/or tax registrations, (b) that Inspector regularly provides services for other clients and is free to keep Inspector’s own clientele, (c) that Inspector maintains a business location separate from the Company, and (d) that Inspector is an independently functioning business and holds itself out as being engaged in the home inspection business.

5. Method of Provision of Services. Inspector shall be solely responsible for determining the method, details, and means of performing the Services, and for providing all infrastructure and tools necessary to provide the Services. Inspector understands that Inspector is free to accept or reject any Home Inspection offered to it by the Company. Inspector may not use sub-contractors to provide the Services. Inspector may not provide any services that it is not expressly authorized to provide; contravention of this constitutes breach and is grounds for immediate termination of this Agreement.

6. No Authority to Bind Company. Inspector acknowledges and agrees that Inspector has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

7. No Benefits. Inspector acknowledges and agrees that Inspector shall not be eligible for any Company employee benefits and, to the extent Inspector otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Inspector hereby expressly declines to participate in such Company employee benefits.

8. Withholding Taxes. Inspector shall have full responsibility for applicable withholding taxes for all compensation paid to Inspector under this Agreement, and for compliance with all applicable local, state, federal and/or foreign legal requirements with respect to Inspector’s form of business organization.

9. Confidentiality. Inspector agrees to keep confidential all non-publicly available information about the Company, and to maintain the confidentiality of all Client information.

10. Indemnification. To the maximum extent permitted by applicable law, Inspector agrees to hold harmless and indemnify Company, and its employees, officers, agents, or other partners from and against any third party claim arising from or in any way related to Inspector’s provision of Services (including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature including but not limited to any liability arising or resulting from the use or dissemination of any intellectual property (including but not limited to copyrights, trademarks or patents) created or employed by Inspector during the term of this Agreement. Company shall use good faith efforts to provide Inspector with written notice of such claim, suit or action. In addition, Inspector expressly waives and relinquishes any and all rights and benefits which Inspector may have under any other local, state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

11. Representations. Inspector represents and warrants to the following:

(a) Inspector holds all licenses, certifications, and insurance required by law or industry standards to perform the Inspections, and will maintain them in good standing for so long as Inspector holds an active Inspector account.

(b) Inspector is solely responsible for complying with all applicable laws, regulations, and standards of practice and for the quality, accuracy, and completeness of Inspection services and reports.

(c) Inspector understands that the Company does not verify Inspector’s licenses, certifications, or insurance and has no duty to do so.

12. Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company.

13. Sole Agreement. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

14. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.

15. Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without giving effect to the principles of conflict of laws.

16. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

17. Counterparts and Language. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

18. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.