This Vendor Agreement ("Agreement") is entered into between Hoods Unlimited LLC, a Georgia limited liability company with a principal address of 125 Smoke Hill Lane, Woodstock, GA 30188 ("Hoods Unlimited," "we," or "us"), and the vendor/contractor completing this registration form ("Vendor," "you," or "your"). By checking the acceptance box below and submitting this form, Vendor agrees to be bound by all terms of this Agreement.
1. Independent Contractor Relationship
Vendor is an independent contractor, not an employee, partner, joint venturer, or agent of Hoods Unlimited, except as expressly authorized under Section 2 for purposes of on-site representation. Vendor is solely responsible for its own employees, subcontractors, taxes, insurance, licensing, and business operations.
2. Scope of Work and On-Site Representation
When Vendor performs work referred, scheduled, or assigned by Hoods Unlimited, Vendor agrees to:
- Represent Hoods Unlimited on-site as the party performing the work, and not promote, brand, or represent Vendor's own company name, logo, uniforms, vehicles, business cards, invoices, or marketing materials to the customer in connection with that job;
- Direct all customer-facing communication regarding scope, scheduling, pricing, and billing through Hoods Unlimited unless Hoods Unlimited expressly authorizes Vendor to communicate directly with the customer on a specific matter;
- Refrain from providing the customer with Vendor's own contact information, quotes, or proposals for the work at hand or for any future or related work.
3. Non-Solicitation and Non-Circumvention of Customers
Vendor acknowledges that Hoods Unlimited's customer relationships, referrals, and the opportunity to quote or visit a customer's site are valuable business assets developed and owned by Hoods Unlimited. Accordingly, Vendor agrees that, during the term of this Agreement and for a period of twenty-four (24) months following the completion of any job or the termination of the relationship between Vendor and Hoods Unlimited, whichever is later, Vendor shall not, directly or indirectly:
- Contact, solicit, quote, bid, or accept work from any customer, property, or location that Hoods Unlimited introduced to Vendor, requested a quote from Vendor on behalf of, or sent Vendor to visit or perform work at, for any purpose;
- Circumvent Hoods Unlimited by entering into a direct business relationship, contract, or pricing arrangement with such a customer for the same or similar services offered by Hoods Unlimited;
- Induce or attempt to induce any such customer to reduce, cancel, or divert business away from Hoods Unlimited.
This restriction applies regardless of which party initiates contact and survives the completion of individual jobs and the termination of this Agreement. Any exception requires Hoods Unlimited's prior written consent.
4. Limited Non-Compete
In addition to Section 3, for the duration of this Agreement and for twelve (12) months thereafter, Vendor shall not directly solicit or perform hood cleaning, fire suppression, kitchen exhaust, pollution control unit (PCU), or related services for any customer to whom Vendor was introduced through Hoods Unlimited, within the geographic area(s) where Vendor performed work on Hoods Unlimited's behalf.
5. Insurance Requirements
Vendor shall maintain, at Vendor's own expense and for the full duration of any work performed for or on behalf of Hoods Unlimited, the insurance coverage submitted with this registration, including at minimum:
- Commercial General Liability insurance with limits of no less than $1,000,000 per occurrence / $2,000,000 aggregate, naming Hoods Unlimited LLC as an Additional Insured;
- Workers' Compensation insurance meeting all statutory requirements (or a valid exemption certificate, where legally permitted);
- Commercial Auto Liability insurance if Vendor operates vehicles in connection with the work.
Vendor shall provide Hoods Unlimited with updated Certificates of Insurance upon renewal and shall notify Hoods Unlimited in writing within five (5) business days of any lapse, cancellation, or material change in coverage. Hoods Unlimited may suspend or terminate work assignments immediately if coverage lapses.
6. Quality of Work and Remediation
Vendor is solely responsible for the quality, workmanship, and code compliance of all work performed. If Hoods Unlimited and/or the customer identifies any defect, malfunction, code violation, safety issue, or otherwise unsatisfactory work resulting from Vendor's performance, Vendor shall promptly correct and rectify the issue, in the manner and timeframe reasonably specified by Hoods Unlimited and/or the customer, at Vendor's sole cost and expense. If Vendor fails to remedy the issue within the timeframe specified, Hoods Unlimited may have the work corrected by another party and deduct the cost from any amounts owed to Vendor, or invoice Vendor directly for the cost, at Hoods Unlimited's discretion.
7. Indemnification
Vendor shall defend, indemnify, and hold harmless Hoods Unlimited, its owners, officers, employees, and customers from and against any and all claims, damages, losses, liabilities, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to Vendor's work, negligence, acts, omissions, or breach of this Agreement, including property damage, bodily injury, or code violations resulting from Vendor's work.
8. Compliance with Laws and Licensing
Vendor shall maintain all licenses, permits, and certifications required to lawfully perform the services provided, and shall comply with all applicable federal, state, and local laws, codes (including NFPA 96 and other applicable fire and health codes), and regulations at all times.
9. Confidentiality
Vendor shall keep confidential and shall not use or disclose to any third party any customer lists, pricing, business methods, or other proprietary information of Hoods Unlimited obtained in connection with this Agreement, both during and after the term of this Agreement.
10. Payment Terms
Unless otherwise agreed in writing for a specific job, payment terms are net 30 days from Hoods Unlimited's receipt of a complete and accurate invoice referencing the applicable job or purchase order.
11. Termination
Either party may terminate the working relationship at any time, with or without cause, upon written notice. Sections 3, 4, 6, 7, and 9 shall survive termination.
12. Limitation of Liability
Nothing in this Agreement limits Vendor's liability for its own negligence, willful misconduct, or the indemnification obligations set forth in Section 7.
13. Governing Law
This Agreement shall be governed by the laws of the State of Georgia, without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved in a court of competent jurisdiction located in Georgia.
14. Entire Agreement; Severability
This Agreement, together with the information submitted in this registration form, constitutes the entire agreement between the parties regarding vendor registration and supersedes any prior understandings. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
15. Acceptance
By checking the box below and submitting this form, Vendor acknowledges that it has read, understood, and agrees to be bound by this Agreement, and that this electronic acceptance constitutes a valid signature.
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