I accept to Master Service Agreement
By your acceptance of the terms of this SERVICE PROVIDER INDEPENDENT CONTRACTOR MASTER AGREEMENT (the “Master Agreement”) and your continued use of the Claim Assist application, you hereby agree to provide Claim Assist, LLC (“Claim Assist”) certain services to assist in the mitigation, inspection and/or administration of an insurance claim (the "Services") pursuant to individual assignments that you elect to accept (each, an “Assignment”).
The term and effectiveness of this Master Agreement shall commence upon your acceptance of the terms hereof by selecting the [Ben can we put a picture of the accept button here?] below and shall continue for so long as you provide Services and shall renew each and every time you accept an Assignment. Your Master Agreements and obligations hereunder including, but not limited to your performance of the Services, are not assignable in any case. All of your representations, warranties and agreement shall survive the termination of this Master Agreement.
You agree to provide all of your own equipment, lodging, transportation and meals. In addition, you shall be responsible for all expenses associated with and/or arising out of your provision of the Services. You understand and agree that Claim Assist may require that you utilize certain computer hardware, software, equipment or forms in connection with the Services and that you will be responsible to obtain such items at your own expense.
It is understood and agreed that all Services performed by you pursuant to this Master Agreement shall be subject to the review, inspection and approval of Claim Assist; however the detailed manner and method of performing such Services shall be under your control and you shall remain an independent contractor as to all Services performed hereunder. Nothing stated or implied in this Master Agreement shall be construed to make you, and you shall in no way, represent yourself to be an employee of Claim Assist. In addition, you shall not utilize (i) the name "Claim Assist.", any derivation thereof or any trademark utilized by Claim Assist, or (ii) the name or trademark of any insurance company client for whom Claim Assists’ clients provides other services, in any manner whatsoever without the express written consent of Claim Assist and/or such insurance company.
AS AN INDEPENDENT CONTRACTOR, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT CLAIM ASSIST IS NOT REQUIRED, NOR DOES CLAIM ASSIST PROVIDE OR OFFER ANY ACCIDENT, WORKER'S COMPENSATION, LIABILITY, AUTOMOTIVE, HEALTH OR ANY OTHER INSURANCE COVERAGE TO YOU, OR FOR YOUR BENEFIT.
Claim Assist requires that you obtain and maintain your own insurance coverage, as you determine appropriate and in commercially reasonably amounts, during the term of this Master Agreement. Claim Assist recommends that such coverage include, at a minimum, general liability insurance, automotive liability insurance, health and accident insurance and, if applicable, statutory workmen's compensation insurance. By your execution hereof, you represent and warrant to Claim Assist that you will maintain the appropriate insurance coverage in commercially reasonable amounts.
By your acceptance of this Master Agreement, you:
(i) acknowledge that the completion of the Services may require a high degree of specialized skill and training;
(ii) agree to perform the Services as quickly and expeditiously as possible;
(iii) agree to provide the Services pursuant to the fee schedule and guidelines applicable to such Assignment and subject to the penalties therein provided, if any;
(iv) represent and warrant to Claim Assist that you possess the licenses, certifications, skills, experience and equipment necessary to perform the Services; and
(v) agree to perform the Services with reasonable care and diligence and in strict compliance with applicable local, state and federal laws, rules and regulations and in strict compliance with all rules and procedures promulgated from time to time by Claim Assist.
In consideration for your provision of the Services, Claim Assist agrees to pay you pursuant to the Fee Schedule associated with each Assignment
As an independent contractor, no taxes will be withheld from your compensation by Claim Assist. You will be solely responsible for any and all state, local and/or federal tax obligations and you agree to comply with the laws and regulations of the state where your services are to be performed insofar as the procurement of workmen's compensation and public liability insurance.
You understand and agree that your liability to Claim Assist is not limited to the amount of the compensation payable hereunder and that, if an amount of liability to Claim Assist is established (in Claim Assist's reasonable discretion), or, if Claim Assist has reason to believe an expense will be incurred, Claim Assist shall be entitled to withhold your compensation until such amount is fully recovered and/or such claim is resolved.
IN CONSIDERATION OF CLAIM ASSIT OFFERING ASSIGNMENTS TO YOU, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING RESTRICTIONS AND UNDERSTAND THAT ANY AND ALL OFFERS OF ASSIGNMENT ARE SPECIFICALLY CONTINGENT UPON YOUR AGREEMENT WITH THE FOLLOWING:
(i) ALL INFORMATION THAT YOU HAVE RECEIVED OR MAY HEREAFTER RECEIVE FROM CLAIM ASSIST, ANY CLAIMS ADJUSTER, ANY CONTRACTOR OR AN INSURER, IN CONNECTION WITH PERFORMING THE SERVICES SHALL BE KEPT STRICTLY CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO ANY OTHER WITHOUT THE EXPRESS WRITTEN CONSENT OF CLAIM ASSIST OR SUCH INSURER AND THAT SUCH INFORMATION SHALL SPECIFICALLY INCLUDE ALL INFORMATION REGARDING CLAIM ASSIST, CLAIM ASSIST’S CLIENTS, THE APPLICABLE INSURANCE COMPANY (INCLUDING, BUT NOT LIMITED TO SUCH INSURANCE COMPANY’S WRITTEN OR UNWRITTEN POLICIES OR PROCEDURES), THE INSURANCE COMPANY’S INSURED AND SUCH INSURED'S' INSURANCE CLAIMS;
(ii) IN CONNECTION WITH ANY ASSIGNMENT ACCEPTED BY YOU (WITHOUT REGARD TO WHETHER OR NOT SUCH ASSIGNMENT IS THEREAFTER REASSIGNED), YOU SHALL NOT REFER, RECOMMEND, SOLICIT BUSINESS FOR, OR DIVULGE ANY INFORMATION TO, ANY CONTRACTOR, BUILDER OR OTHER SUPPLIER OF CONSTRUCTION, CLEAN UP OR REMEDIATION SERVICES OR SUPPLIES, UNLESS SPECIFICALLY AUTHORIZED IN WRITING BY CLAIM ASSIST; AND
(iii) YOU SHALL NOT AT ANY TIME IN THE FUTURE REPRESENT NOR ASSIST AN INSURED IN AN INSURANCE CLAIM PURSUANT TO WHICH YOU PROVIDED SERVICES ON BEHALF OF CLAIM ASSIST (EITHER HEREUNDER OR PRIOR TO THE DATE OF THIS MASTER AGREEMENT), INCLUDING, BUT NOT BE LIMITED TO, ACTING AS A CONTRACTOR, CONSULTANT, PUBLIC ADJUSTER OR ANY OTHER CAPACITY RELATED TO THE INSURED'S CLAIM AGAINST THE INSURER.
YOU UNDERSTAND THAT YOUR BREACH OF ANY OF THE ABOVE ENUMERATED ITEMS COULD CAUSE CLAIM ASSIST IRREPARABLE HARM AND THAT, IF YOU BREACH ANY OF SUCH AGREEMENTS, CLAIM ASSIST MAY, IN ADDITION TO IMMEDIATELY TERMINATING THIS MASTER AGREEMENT, (I) SEEK INJUNCTIVE RELIEF, AND/OR (II) RECOVER OR WITHHOLD FROM YOU THE SUM OF TWENTY FIVE THOUSAND DOLLARS ($25,000.00) AS LIQUIDATED DAMAGES FOR SUCH BREACH.
By your acceptance hereof, you hereby grant permission to Claim Assist and its agent or agents to perform and/or update a comprehensive background investigation on you and you agree to submit to a drug test. You hereby authorize all corporations, former employers, credit agencies, educational institutions, law enforcement agencies, city, state, county and federal courts and agencies, military services and persons to release all information they may have about you. This authorization shall be valid in original or copy form. In addition, you agree to provide Claim Assist with any and all additional authorizations and provide such samples as are necessary or appropriate for Claim Assist to perform such investigations.
This Master Agreement shall be construed under and governed by the laws of the State of Texas. Both parties agree that the sole venue for litigation of any dispute arising under this Master Agreement will be in Kendall County, Texas, in accordance with Texas Rules of Civil Procedure.
If any provision of this Master Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.