Contractor Agent Agreement

Contractor Agent Agreement

This Contractor Agent Agreement ("Agreement") is entered into as of Effective Date: by and between Contractor Name: ("Contractor"), and Agent Name: ("Agent").

Recitals

WHEREAS, Contractor is engaged in the business of providing construction, contracting, or related professional services and seeks to engage Agent to solicit, negotiate, and secure contracts or subcontracts on Contractor's behalf under the terms set forth herein;

WHEREAS, Agent represents that Agent has the necessary experience, personnel, and authorization to act as a non-exclusive agent on behalf of Contractor in the Territory described below and is willing to perform such services subject to the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to Agent's appointment and compensation.

Scope of Work

Agent shall act as an agent for Contractor to solicit and procure contracts, clients, or project opportunities within the Territory. Agent's duties shall include client outreach, proposal preparation assistance, negotiation support, and liaison services as explicitly set forth below. Agent shall not bind Contractor to any contract or obligate Contractor financially except where Contractor has provided prior written authorization.

Payment Terms

Contractor shall pay Agent compensation as set forth in this section. Compensation is payable only for contracts procured by Agent that result in a written agreement between Contractor and a third party and for which payment is actually received by Contractor.

Late payments by Contractor shall accrue interest at the rate of on outstanding balances, or the maximum permitted by applicable law, whichever is less. Agent shall invoice Contractor in writing for earned compensation and provide reasonable documentation supporting such invoices.

Agent shall be reimbursed for reasonable, pre-approved out-of-pocket expenses incurred in the performance of this Agreement. Pre-approval shall be obtained in writing and reimbursement will be made upon presentation of receipts and appropriate documentation. Maximum reimbursable per item:

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Termination for cause may be immediate upon written notice for material breach, insolvency, or willful misconduct; provided that, where the breach is curable, the breaching party shall have ten (10) days to cure following receipt of written notice of breach.

Confidentiality

During the term of this Agreement and for a period of years after termination, each party shall hold in strict confidence and not disclose to any third party Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement including, without limitation, pricing, client lists, business methods, trade secrets, technical data, and financial information, but excludes information that is publicly known through no fault of the receiving party or required to be disclosed by law.

Each party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall implement reasonable safeguards to protect such information from unauthorized use or disclosure.

Independent Contractor; Relationship of Parties

Agent is an independent contractor and shall retain control over the manner and means of performing services hereunder. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency for purposes beyond those limited rights granted to Agent pursuant to this Agreement. Agent shall be solely responsible for all employment taxes, withholdings, insurance, and other obligations with respect to Agent's personnel.

Agent acknowledges and agrees that Agent is an independent contractor and not an employee of Contractor.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law in connection with performance under this Agreement.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, to the address specified below or to such other address as a party may designate by notice to the other party.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that exclusive venue for any dispute arising out of this Agreement shall be the state and federal courts located within the county where Contractor's principal place of business is located, and each party hereby submits to such jurisdiction.

Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties. No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by both parties.

Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign this Agreement in connection with a merger, sale of substantially all of its assets or corporate reorganization upon written notice to Agent.

Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the intent of the parties.

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