Vendor Agreement

Housing & Urban Management dba HUM (“the Company”) hereby engages the Vendor as Independent Contractor (“the Vendor”) to perform the services set forth in this Agreement and Vendor hereby accepts such engagement. This Agreement shall not render Vendor an employee, partner, agent of, or joint venturer with the Company for any purpose. Vendor is and will remain a Vendor in [his or her] relationship to the Company. The Company shall not be responsible for withholding taxes with respect to Vendor’s compensation hereunder. Vendor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.Independent Contractor’s engagement is subject to the terms and conditions of this Agreement and the provisions of all applicable law.

Vendor’s duties, length of engagement, compensation and provisions for payments for Vendor’s services shall be as set forth in the “Explanation of Duties Terms and Compensation” as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent duties and services that are requested by the Company to be rendered by Vendor.

Vendor acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. Vendor agrees that [he or she] 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 the Company. All files, records, documents, customer information, client information, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by Vendor or otherwise coming into [his or her] possession, shall remain the exclusive property of the Company. Vendor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the termination of this Agreement, or whenever requested by the Company, Vendor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in [his or her] possession or under [his or her] control. Vendor further agrees that [he or she] will not disclose [his or her] retention as an Vendor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of [his or her] relationship to the Company and of the services hereunder.

The Company may terminate this Agreement at any time by (2) two working days’ written notice to Vendor. In addition, if Vendor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of Vendor immediately and without prior written notice to Vendor.

The Vendor covenants and agrees that, during the term of employment with the Company and for twelve (12) months after the termination thereof, regardless of the reason for the employment termination, you will not, directly or indirectly, solicit or attempt to solicit any business from any of the Company’s Customers, Customer Prospects, or Vendors with whom you had Material Contact during the last two (2) years of your employment with the Company.

Response times are dependent upon priority. It is the responsibility of the Vendor to respond according to the level of priority with the corresponding response times being listed below:

1. Danger: within minutes if possible, but not to exceed (2) two hours
2. High: 0 to 1 day response time
3. Medium: 2 to 3 day response time
4. Low: 4 to 7 day response time

The Vendor shall warrant all materials and workmanship delivered under any resulting contract to be free from defects, damage or failure for any reason whatsoever which the Company may reasonably determine is the responsibility of the Vendor, for a minimum of ninety (90) days after the date of final acceptance and without cost to the Company for labor, materials, parts, installation or any other costs except where longer periods of warranty guarantees are specified.

The Company may cancel an order without penalty or charge, providing that the Vendor has not incurred any special production costs such as custom fabrication in fulfilling the order. If the Company cancels the order after production has begun for a non-standard or custom order, then the Vendor may charge the customer reasonable expenses incurred up until the date of the cancellation.

The Company will not make partial payments to the Vendor for incomplete jobs unless otherwise agreed upon in writing.

The Company does not guarantee utilization of this contract. The solicitation may provide estimates of utilization; such information is for the convenience of the Vendor and does not serve as a guarantee of usage. The Company reserves the right to multiple or partial awards, to terminate contracts, and/or to order varying quantities based on needs. The Company may use these contracts, may perform this work in-house, or may instead select other Vendors through other mechanisms as suited to the Company’s department need. The Company may also periodically re-solicit for new additions to the Vendor pool, to invite additional Vendors to submit bids or proposals for award. Vendors are not guaranteed any work within this Contract.

Vendor has responsibility to limit sales to those products or services authorized within the contract, as authorized by changes and amendments or stated within the original contract scope. The Vendor is responsible for refusing orders that are not properly authorized by the contract or through other proper Purchase Orders issued by authorized persons from the Company. If the Vendor has consistent sales of unauthorized products or services, the Company reserves the right to use any of the following:

1. terminate the contract in accordance with termination provisions
2. place the Vendor payments on “hold” for all incoming invoices while the Company determines which are authorized items eligible for payment
3. refuse certain invoices that contain non-authorized items

Vendor shall provide a telephone service or “order desk” to receive calls from the Company for advice or assistance, recommendations on products, parts, and repairs, and for receiving and processing of phone orders. The Order Desk shall be available from 8:00AM to 5:00PM all business days.

Vendor represents and warrants that (a) Vendor has all requisite power and authority to enter into this Agreement and to sell the goods or provide the services; (b) Vendor is legally and properly licensed to and possesses all requisite licenses and permits to provide the services in the geographic areas; (c) the rate is the lowest discounted price or rate for such services or goods being offered by the Vendor.

Vendor rates may be modified at the sole discretion of the Project Manager or Managing Partner upon careful review of the findings from quality control inspections upon the completion of each job. Quality control includes but is not limited to the following categories:

• Professionalism
• Communication
• Timeliness
• Craftsmanship
• Cleanliness

Vendor may not assign or otherwise transfer this Agreement or any of its rights and/or obligations relating to this Agreement without the prior written consent of the Company.

IN NO EVENT SHALL THE COMPANY BE LIABLE TO VENDOR FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR SPECIAL LOSSES, WHETHER BASED UPON A CLAIM FOR BREACH OF WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE CLAIM RELATING TO THIS AGREEMENT, THE RELEVANT GOODS OR SERVICES OR PERFORMANCE HEREUNDER.

You agree to indemnify, defend and hold harmless the Company, its officers, managers, owners, employees, agents, designees, users, successors, vendors, assigns and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) the inaccurate or untruthful Content or other information provided by You to the Company or that You submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm You may have caused to another. The Company will have sole control of the defense of any such damage or claim.

You agree that the Company may communicate any notices to you under this Agreement, through electronic mail or posting the notices on the Website. All notices to the Company will be provided by via email at support@goHUM.com or certified mail, to P.O. Box 31236, Washington, DC 20030, Attn: Administrator. Such notices will be deemed delivered upon the earlier of the verification of delivery or five (5) business days after being sent.

This Agreement shall be governed and construed in all respects in accordance with the laws of the District of Columbia.

This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of the Company’s rights if the Company fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, you and the Company agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and the Company as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

This Agreement and any Ancillary Agreements may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement or document. A signed copy of this Agreement or any Ancillary Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such Ancillary Agreement for all purposes.