This Insurance Claim Supplementation Master Services Agreement (the “Agreement”) is entered into as of this day of (the “Effective Date”) between                               (“Contractor named on form”) and LMJ Supplements, LLC dba Claim Connection (“Agent”) under the following circumstances:

Background

  1. Contractor is an exterior home and property improvement company that specializes in the repair and replacement of roofing, windows, siding, gutters and masonry.
  2. Agent is an insurance claim supplementation service provider that reviews and analyzes property damage information and performs project estimates to restore damaged property to its original condition.

Agreement

1. Term

  1.  This Agreement is effective for one year from the Effective Date.
  2. This Agreement applies to all Assigned Claims agreed to within the term of this Agreement until completion of each Assigned Claim.
  3. This Agreement will renew on an annual basis unless either party provides notice of its intent not to renew this Agreement. Notice must be provided at least 60 days before the renewal date. If either party elects not to renew this Agreement, the terms of this Agreement remain applicable until all Assigned Claims executed under this Agreement are completed or terminated.

2. Assigned Claims

  1. During the term of this Agreement, Contractor may assign to Agent certain claims. For each Assigned Claim, Agent will perform the services described in Section 4 (the “Services”).

3. Payments

  1. For each Assigned Claim, Contractor will pay Agent a Written Estimate Fee and, if applicable, a Settled Supplement Fee.
  2. The Written Estimate Fee is $100 to $200 for single residential or $500 to $1,000 per building for commercial roofing type/layout and will be paid within 14 days after Contractor receipt of Agent’s Written Estimate on an Assigned Claim.
  3. The Settled Supplement Fee is 15 to 20 percent of the difference between the original authorized insurance amount (as stated on each Assigned Claim) and the settled amount agreed to by the insurer on account of the Services. Contractor will pay Agent the Settled Supplement Fee within 30 days after Contractor receives authorization from the insurer for the settled amount.
  4. In the event that a claim is approved for a replacement and the Agent is able to prove that a full replacement is warranted a flat fee of 5 percent of the total / final settled amount will be billed to Contractor. Contractor will pay Agent the Settled Supplement Fee within 30 days after Contractor receives authorization from the insurer for the settled amount.

4. Duties and Services of Agent:

  1.  Review of Claim File. Upon receipt of an Assigned Claim, Agent will thoroughly review and analyze all documents submitted with the Assigned Claim and any documents provided thereafter by Contractor or the site owner.
  2. Report; Estimate. Agent also will provide to Contractor a comprehensive and accurate estimate for that supplemental work (“Written Estimate”). Agent’s recommendations and Written Estimate will comply in all respects with all applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. Agent’s Written Estimates are for review and summary purposes only and are not considered insurance adjustments or as interpretations of insurance policies. Agent and its employees and contractors are not to act as public adjusters in their performance of the Services. Agent will complete all Services for each Assigned Claim within the time period required by the Assigned Claim or, if no such time period is stated, within a reasonable time.
  3. Coordination with Insurer. If requested by Contractor, Agent will work with the insurer associated with the Assigned Claim and endeavor to expeditiously obtain the insurer’s approval of the recommended additional work. Agent will respond to any request from the insurer for more documentation or information within a reasonable amount of time, but in no event more than two business days later.
  4. Use of “                                  ” Brand. In any interaction between Agent and any other party (including, without limitation, the insurer, the site owner, or a government official) regarding an Assigned Claim, whether in writing, by telephone, or in person, the Agent will do so in the name of Contractor only and only to the extent authorized by Contractor and necessary to perform its Services. If requested by Contractor, Agent and its employees and contractors will use only                                -branded vehicles, apparel, and work-related items such as writing instruments and notepads in the performance of its services.
  5. Indemnification. To the fullest extent permitted by law, Agent will indemnify, defend, and hold harmless LMJ Supplements, LLC from and against any and all liability, losses, suits, claims, damages, and expenses, including reasonable attorneys’ fees, to the extent caused by or allegedly caused by the negligence of Agent or its employees, contractors, or others for which Agent is responsible.

5. Duties of Customer

  1. Contractor will consult with Agent as appropriate regarding requirements for each Assigned Claim, including Contractor objectives, schedule, constraints, and other criteria.

6. Termination

  1. Contractor may terminate this Agreement or any Assigned Claim at any time for any reason upon three-days’ advance written notice to Agent.
  2. Contractor may terminate this Agreement and any Assigned Claim immediately, with or without notice, if Agent defaults on any of its duties or obligations. Upon such termination, Agent will immediately stop all work and will be entitled to recover from Agent all damages, including without limitation reasonable attorneys’ fees.
  3. Agent may terminate this Agreement upon 30-days’ advance written notice to Contractor if Contractor defaults on any of its duties or obligations.

7. Confidentiality

Agent will keep the specific terms and conditions of this Agreement confidential. Agent may, during the course of Agent’s performance of the Services, have access to, and acquire knowledge of or from, materials, data, strategies, systems, or other information relating to the Services or Contractor or its parent, related, affiliated, or subsidiary companies, which may not be accessible or known to the general public (“Confidential Information”). Agent will keep any such knowledge acquired by it confidential and will not use, publish, or divulge it to any other person or entity without prior written consent, which permission Contractor may withhold in its sole discretion. Upon Customer request, Agent will immediately return to Customer or destroy all documents (including copies) or other physical evidence of all Confidential Information in Agent’s possession or in the possession of any of Agent’s employees, agents, or representatives (including, without limitation, all copies, transcriptions, notes, extracts, analyses, compilations, or other documents, records, or data prepared by or for Agent) which contain or otherwise reflect or are generated from the Confidential Information.

8. Personnel and Background Checks

  1. Agent represents that all personnel performing any Services have received appropriate training for, and are qualified with respect to, the Services, and have all licenses and certifications required by applicable laws.

9. Miscellaneous

  1. Taxes. Agent will withhold and timely pay all applicable local, state, and federal income tax and all fringe benefits (vacation, sick leave, retirement plans, etc.) accruing on payroll distributions resulting from the performance of the Services.
  2. Time of Essence. The time periods set forth in or established through this Agreement or any Assigned Claim are of the essence of this Agreement.
  3. Subcontracting of Duties. Agent will not transfer, convey, subcontract, relinquish, or otherwise dispose of the whole or any part of its duties or rights under this Agreement without Contractor prior written consent.
  4. Extent of Agreement. Nothing contained in this Agreement creates a contractual relationship with or a cause of action in favor of a third party against either Contractor or Agent.
  5. Modification. This Agreement may not be modified in any respect except by further agreement in writing between the parties.
  6. Severability. The invalidity of any provision of this Agreement will not affect the other provisions and this Agreement will be construed in all respects as if any invalid provisions were omitted.
  7. Choice of Law and Venue. This Agreement is governed by Ohio law. All disputes between the parties will be brought in a court of competent jurisdiction seated in Franklin County, Ohio. The parties consent to the exclusive jurisdiction of those courts and to Ohio as the exclusive venue for all litigation and arbitration between them.