ClaimSetter, a Delaware Corporation with its principal place of business in Keene, New Hampshire ("ClaimSetter" and collectively with Contractor, the "Parties"). 

In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Definitions: 

   1. Approved Work Order.  A Work Order approved by Contractor, ClaimSetter, and Insured pursuant to section 2(b).

   2. Covered Claim means a claim of damage to the Covered Property an Insurer agrees is covered by an Insurance Policy.

   3. Covered Property means an Insured's business property that is covered by an Insurance Policy. 

   4. Insured means the business or residential property that maintains the Insurance Policy, who has a Covered Claim, and who owns the Covered Property.

   5. Insurer means an insurance company that provides liability insurance to the Insured for the Covered Property.

   6. Insurance Policy means an insurance policy issued by Insurer to the Insured for the Covered Property and that that was effective when a Covered Claim occurred.

   7. Referral Fee means a fee paid by Contractor or retained by ClaimSetter from the insurance proceeds paid to Contractor, as consideration for ClaimSetter's facilitation of payment and referral of business to Contractor.

   8. Work Order means a written agreement regarding repair or construction work to be performed by Contractor on the Covered Property.  

2. Contractor's Obligations:

   1. If requested by ClaimSetter in writing, Contractor may market ClaimSetter's claims preparation and acquisition services to an Insured.  In marketing such services, Contractor agrees to strictly comply with all instructions provided by ClaimSetter regarding such marketing.

ClaimSetter will not ever instruct Contractor to make outbound e-mail or telephonic (voice, fax, or text message) marketing communications on its behalf and Contractors agrees that it will fully indemnify and hold ClaimSetter harmless for any violations or alleged violations of this section 2(a). 

1. Contractor agrees to provide the services contemplated by one or more Approved Work Order(s) at a Covered Property that is agreed to in writing by an Insured and ClaimSetter in advance of any work being performed by Contractor. 

   1. Each Approved Work Order shall set forth the costs of the work and a deadline for the completion of the Approved Work Order. 

   2. All changes to an Approved Work Order must be agreed to by Insured and ClaimSetter in writing in advance of any such changes being completed by Contractor. 

   3. Once approved in writing by Contractor, an Insured, and ClaimSetter, a Work Order shall become an Approved Work Order.

2. Contractor represents that it has the skill, experience, licenses and qualification to perform the services contemplated in any Approved Work Order and shall complete any Approved Word Order in a professional, timely, reliable, and workmanlike manner in accordance with generally recognized industry standards.

3. Contractor shall perform the work set forth in any Approved Word Order in compliance with all applicable federal, state, and local laws and regulations and in compliance with all applicable building codes and environmental and safety standards.

4. All repairs completed by the Contractor must be guaranteed for five years. This guarantee is for workmanship/labor only.

5. Contractor shall maintain all bonds required by law and maintain a commercially reasonable amount of liability insurance for the type of work set forth in any Approved Work Order.

6. If Contractor receives an assignment of benefits or similar agreement from the Insured (or other third party), Contractor shall (i) notify ClaimSetter that it has so received an assignment of benefits (ii) prepare and submit an assignment of benefits assigning its rights to ClaimSetter, and (iii) provide any other necessary assistance to ClaimSetter to confirm ClaimSetter has the necessary assignment to provide the services contemplated by this Agreement. 

1. Fees.

   1. All of Contractor's fees for work completed pursuant to this Agreement shall be paid only by ClaimSetter.  ClaimSetter will not pay any fees for any work not expressly set forth in an Approved Work Order unless otherwise agreed to in writing by the Parties. 

1. ClaimSetter will pay no fees to Contractor unless and until an Insurer approves an Insured's Claim that is covered by a Work Order and ClaimSetter has provided written confirmation to Contractor that it may commence work in accordance with the Word Order.  In addition, Contractor may be required to provide ClaimSetter with an assignment of benefits pursuant to Section 2(f) of this Agreement.  Any work Contractor completes prior to receipt of written confirmation from ClaimSetter that ClaimSetter will pay for the work outlined in an Approved Work Order is completed solely at Contractor's own risk of nonpayment.

2. For all work completed pursuant to an Approved Work Order, ClaimSetter will disburse insurance proceeds to the Contractor on a schedule mutually agreed upon by the Insured, the Contractor, and ClaimSetter at the time of the start of the construction project. 

   1. The schedule will include dates for the Contractor to submit a report (or reports) of the work completed, for the Insured to review and approve the Contractor's work, and for ClaimSetter to subsequently pay the Contractor.  Unless otherwise agreed to in writing, reports will be due weekly for the duration of Contractor's work on the Covered Property.  The Insured's failure to respond to the request to review the Contractor's work within two business days of Contractor’s submission of report will be deemed an approval such that ClaimSetter will pay the Contractor for the work covered by the report unless the Parties and Insured agreed in writing to a different schedule.

   2. Contractor shall pay a fee to ClaimSetter of 10%.  ClaimSetter will deduct this fee from all payments to Contractor unless another fee is agreed to in a writing signed by both Parties.  Such Referral Fees shall be set forth in the schedule.

3. If Insured raises a concern during the two-business day period in Section 3(c)(i), Contractor agrees ClaimSetter may withhold payment until the Insured confirms in writing to ClaimSetter that the work has been satisfactorily completed and Insured has no further objection or a new schedule is agreed to.  Contractor shall diligently continue work on all Approved Work Orders during any such dispute.

4. Contractor agrees not to seek payment of any fees or costs from Insured or Insurer for any Work Order or Approved Work Order unless permitted or instructed by ClaimSetter in writing.

5. Contractor agrees that under no circumstances shall it share, provide, or pay funds received from ClaimSetter to Insured, its agents, or assigns without written authorization from ClaimSetter.

1. No Agency or Affiliation.  The Parties agree that neither Party is an agent, affiliate, joint venturer, subcontractor, or partner of the other Party.

2. No Solicitation. During the term of this agreement and for two (2) years after it is terminated, The Contractor will not solicit a customer for a competing company and/or will not encourage a customer to discontinue business with the Company. Furthermore, The Contractor will not solicit Customers or interfere with the relationship between the Company and the Insurer or with any other entity the Company does business with, which may undermine or compete with Company business in any way. In the event of noncompliance by the Contractor with this section 5, such failure shall be considered as an Event of Default and shall entitle the Company to all remedies provided in Section 8 below and any remedy prescribed by law.

3. General Representations, Warranties, and Covenants.  Contractor represents, warrants, and covenants that at all relevant times:

   1. Contractor has a valid liability insurance policy with commercially reasonable policy limits and all payments on that policy are current at all relevant times.

1. That all aspects of the work or services provided under any Approved Work Order shall, at a minimum, conform to the standards in Contractor's industry and comply with all applicable laws, regulations, and building codes.

2. Contractor is, and will remain during the term of this Agreement, duly authorized to carry on its business and to execute, deliver, and perform its obligations under this Agreement.  Contractor's execution, delivery, and performance of this Agreement does not and will not breach any other agreement to which it is a party and does not require the consent of any third party.

3. Contractor maintains all licenses, registrations, and has paid all bonds required to perform its obligations under this Agreement.

4. Contractor is now solvent and will remain solvent at all times during the term of this Agreement.

1. Contractor's Required Notice to ClaimSetter.  Contractor will immediately notify ClaimSetter of:  (a) any dispute raised by Insured related to work perform under this Agreement, (b) the Contractor's loss or suspension of any licensed or registration required to complete any Approved Work Order, (c) Contractor's loss of insurance coverage required by this Agreement, or (d) Contractor's insolvency.

2. Events of Default and Remedies.

   1. The occurrence of any of the following events or conditions shall constitute an "Event of Default":

      1. Contractor fails to complete work set forth in any Approved Work Order pursuant to the schedule adopted pursuant to section 3(c) and such failure remains unremedied for 5 days;

      2. any representation or warranty made or deemed made by Contractor under this Agreement proves to have been false or misleading in any material respect on or as of the date made or deemed made;

      3. Contractor fails to perform or observe any covenant, term, condition, or agreement contained in this Agreement, and such failure continues unremedied for 5 days after written notice by ClaimSetter to Contractor;

   2. If an Event of Default occurs and is unremedied for 5 days after written notice by ClaimSetter to Contractor, then 

      1. (i ClaimSetter may, by notice to Contractor, declare this Agreement immediately terminated. 

      2. Contractor forfeits any fees owed to it under this Agreement as of the time of Contractor's default.

1. If requested by ClaimSetter, Contractor shall take reasonable steps to ensure the safety and security of the Covered Property. 

1. Term and Termination.

   1. This Agreement shall be effective as of the date first written above and shall continue in full force and effect until cancelled as set forth in Sections 8(b) and 9(b).

   2. Notwithstanding section 8, this Agreement may be terminated by either party giving written notice to the other, specifying a termination date not less than thirty (30) days from the date of such notice. 

   3. Termination of this Agreement shall not affect Contractor's obligation to complete any Approved Work Orders unless otherwise agreed to by the Parties in writing. 

2. Miscellaneous.

   1. Notices.  All notices and other communications under this Agreement shall be in writing and shall be deemed given upon the first to occur of (i) deposit with the United States Postal Service via certified or registered mail or overnight courier service, properly addressed, and postage prepaid; (ii) transmittal by electronic means, including email, properly addressed or other electronic system approved in writing by ClaimSetter; or (iii) actual receipt by the individuals designated below.  Notices hereunder shall be sent to ClaimSetter at the addresses set forth on below and for Contractor at the address set forth below or to such other address as such party shall specify in writing:

               if to ClaimSetter:  ClaimSetter,  923 Elm St. PMB 51, Manchester, NH 03101

               At: Head of Claims Operation , notices@claimsetter.com

1. Amendments and Waivers.  Neither this Agreement nor any provision hereof may be amended, modified, or waived except in writing signed by both Parties.  No failure to exercise and no delay in exercising, on the part of ClaimSetter, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

2. Successors and Assigns.  Contractor may not assign this Agreement or any rights under this Agreement with the advance written consent of ClaimSetter.  ClaimSetter shall not be restricted in its ability to assign this Agreement or its rights under this Agreement.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

1. Counterparts; Integration.  This Agreement and any amendments or attachments hereto may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect to the subject matter hereof.

2. Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction.

3. Governing Law.  (i) This Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New Hampshire.  (ii) Notwithstanding subsection (f)(1), the law of the state where the Covered Property is located applies if that state's law mandates its application to this Agreement or any dispute hereunder.

4. Mandatory Arbitration & Dispute Resolution.

   1. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  If an in-person hearing is held, the place of arbitration shall be in in the state of New Hampshire.

   2. The prevailing party shall be entitled to reasonable attorney's fees and reimbursement of costs. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

5. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CLAIMSETTER NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO CONTRACTOR OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM CLAIMSETTER'S PERFORMANCE OF THE OBLIGATIONS OF THIS AGREEMENT, WHICH IS LIMITED TO DISBURSEMENT OF INSURANCE PROCEEDS, EVEN IF CLAIMSETTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE

 

CONTRARY CONTAINED HEREIN, CLAIMSETTER'S TOTAL AGGREGATE LIABILITY TO CONTRACTOR FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE REFERRAL FEES RETAINED, IF ANY, BY CONTRACTOR DURING THE THREE (3) MONTH PERIOD PRIOR TO THE OCCURRENCE GIVING RISE TO ANY CLAIM.  CERTAIN STATE OR NATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. 

1. Indemnification

Contractor’s Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless ClaimSetter and each of its respective agents, officers, employees, successors, assigns, and indemnitees (the “CS Indemnified Parties”) from and against any and all losses, costs, damages, claims, liabilities, fines, penalties, and expenses (including, without limitation, attorneys’ and other professional fees and expenses, any mediation, arbitration, and court costs), arising out of or resulting from any work or services performed by Contractor under this Agreement or any Work Order or Approved Work Order, any breach of this Agreement or any Work Order or Approved Work Order, as well as any investigation, defense, assertion, enforcement, and/or settlement of any claim asserted against any CS Indemnified Party relating to this Agreement or any Work Order or Approved Work Order, including any one or more of the following: (i) actual or alleged bodily or mental injury to, or death of, any person; (ii) damage to or loss of use of property of the CS Indemnified Parties, Insured, Contractor, any Subcontractor, or any third party; (iii) any liability owed by the CS Indemnified Parties to the Insured or a third party as a result of an act or failure to act by Contractor; (iv) any breach of or inaccuracy in the covenants, representations, and warranties made by Contractor under the Agreement; (v) any violation by Contractor or any of its subcontractors or employees of any ordinance, regulation, rule, or law of the United States or any political subdivision or duly constituted public authority; (vi) any lien or encumbrance arising out of or in connection with performance of Contractor’s obligations under the Agreement; and (vi) any work Contractor performs before the claim is approved (collectively, “CS Losses”); provided, however, that Contractor’s indemnity obligations under this Section shall not apply to any CS Losses to the extent such CS Losses are found to have been caused by the negligence or willful misconduct of any of the CS Indemnified Parties.

1. Headings.  The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

2. Contractor shall at its sole cost, within five (5) days following the date of recording of any construction lien or the making of any claim of non-payment by any Subcontractor, supplier or other lower tier working for or through the Contractor, cause such liens or claims to be settled and satisfied or cause such lien to be transferred to bond in accordance with the requirements of applicable laws, and indemnify, defend and hold harmless CS Indemnified Parties for all costs, including, but not limited to, attorney's fees and expert fees, regarding such lien or claim of non-payment.  If the Contractor does not discharge or satisfy any claim of non-payment or lien asserted, recorded or filed as required herein, ClaimSetter shall have the right, but not the obligation, to pay all sums necessary to so discharge or satisfy such claim or lien and to require the Contractor to immediately reimburse such sums to ClaimSetter, or to off-set such sums from amounts otherwise due to the Contractor.