Rhombus Services LLC DBA LEGACY Retail Services – SUB-CONTRACTOR AGREEMENT
THIS SUBCONTRACTING AGREEMENT is made effective ______, 20__, between
RHOMBUS SERVICES LLCDBA LEGACY RETAIL SERVICES (hereinafter referred to as "Rhombus"), located at 220 Lake Drive East, Suite 215, Cherry Hill, NJ 08002 and ______(hereinafter referred to as “Subcontractor”), located at ______.
1. Appointment
Rhombus hereby appoints Subcontractor and Subcontractor agrees to serve as Rhombus’ non-exclusive service subcontractor in support of one or more Rhombus customers (“Customer(s)”). This is a Master Agreement covering the overriding terms and conditions of the relationship between the parties. The individual Customers to be served by Subcontractor, the specifications and/or scope of services pertaining to each Customer shall be specified from time to time by Rhombus in a separate Job Dispatch Form, which will become effective as of the dates issued by Rhombus and will be deemed incorporated into and made part of this Agreement. Subcontractor shall act at all times as an independent contractor and not as the agent, partner, employee or joint venturer of Rhombus. Subcontractor shall have no authority to obligate Rhombus in any manner or to accept service on its behalf. All employees and agents of Subcontractor shall remain exclusively under Subcontractor’s control, and Rhombus shall have no obligation to such individuals to provide for their compensation, benefits, insurance, tax or other payroll withholding.
2. Warranty Service
When Requested, Subcontractor will perform warranty service at locations specified by Rhombus to restore the specific working site to good working order for all issues reported within a minimum 90 day period. The warranty period may exceed 90 days depending on customer and specific situations.
3. Invoicing and Payment of Service Fees
In consideration of Subcontractor performing its obligations hereunder, Rhombus shall pay Subcontractor the fees and expenses specified in the Job Dispatch Form. All payments required to be made by Rhombus hereunder shall be due and payable a.) Within ten (10) days after receipt of a written invoice in proper form and after all Rhombus owed deliverables are returned to Rhombus at a 5% discount to Rhombus (5% 10 days) or, 2) Within forty-five (45) days after receipt of a written invoice in proper form and after all Rhombus owed deliverables are returned to Rhombus (Net 45). In order to be in “proper form,” each invoice must contain the following information: (a) Customer or end-user name; (b) Equipment location; and (c) Description of service performed. A Rhombus Customer Acceptance Form with an original signature by Rhombus’ customer shall accompany each invoice. All services performed must be reported on the Customer Acceptance Form and/or any other supplemental forms or deliverables (photos, surveys, etc.) requested by Rhombus. Under no circumstances, either during or after the term of this Agreement, shall Subcontractor attempt to collect fees directly from or to invoice Rhombus’ customers or other end-users for work performed under this Agreement. Subcontractor’s invoices should be directed to Rhombus by the end of the month in which the services have been rendered. Rhombus shall not be obligated to pay any invoice that is not in “proper form” or that covers work performed more than ninety (90) days prior to Rhombus’ receipt of the invoice.
4. Covenant Not-to-Compete
Subcontractor agrees that, during the term of this Agreement and for one (1) year thereafter, Subcontractor shall not directly or indirectly service or offer to service any Rhombus customer with services for which it has been contracted by Rhombus to perform.
5. Non-Disclosure
Subcontractor agrees that it shall not disclose to any third party or use for any purpose other than in connection with this Agreement, any Rhombus or Customer confidential or proprietary information, including but not limited to the identity of Rhombus Customers and Rhombus cost or pricing information.
6. Insurance
Subcontractor and Sub-subcontractors will provide a certificate of insurance prior to inception of work naming The Rhombus Group, Inc. and Owner as Additional Insured on their general liability policies. Subcontractor and Sub-subcontractors shall carry general liability insurance coverage with limits of liability no less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate to include premises operations, products/completed operations, full contractual, personal injury & advertising liability. Subcontractor and Sub-subcontractors also shall carry workers compensation and employers liability insurance with limits of at least $500,000.
7. Indemnification
To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless The Rhombus Group, Inc. and Owner, agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorney’s fees arising out of or resulting from performance of the Subcontractor’s Work under this Subcontract, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work itself), but only to the extent caused by the negligent acts or omissions of the Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 7. In claims against any person or entity indemnified under this Section 7 by an employee of the Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 7 shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor under worker’s compensation acts, disability benefit acts or other employee benefit acts.
8. Limitation of Liability
Any assistance or service provided by Rhombus to Subcontractor is provided solely to assist Subcontractor in coordinating and arranging Subcontractor’s Services. Subcontractor acknowledges and agrees that the final responsibility for such Service shall be the exclusive responsibility of Subcontractor. In no event shall Rhombus be liable to Subcontractor or any employee or agent of Subcontractor for any direct, indirect, incidental or consequential damages, or for loss of profits, loss of cost savings, or other economic damages, or for any death, bodily injury or property damage or loss arising out of or in connection with this Agreement, any agreement with a Customer or end-user, or any services performed or assistance rendered by Rhombus, or any equipment, parts or materials supplied by Rhombus, or any breach of this Agreement by Rhombus, even if Rhombus has been advised of the possibility of such damages.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives effective as of the date first written above.
“Subcontractor” The Rhombus Group, Inc. DBA LEGACY Retail Services
Signature / SignaturePrint Name / Print Name
Date / Date
The Rhombus Group, Inc. - Subcontractor Profile
Company Name: Website Address:
Street Address: City, State, Zip:
Principal Sales Contact: Telephone #:
e-mail address:
Alternate Sales Contact: Telephone #:
e-mail address:
FAX #:
Business Hours:
Cell #:
Hourly Rate:
Service Call Rate:
Emergency / After Hour Charges: Union Affiliation:
DUNS Number: Taxpayer ID # (TIN):
Type of Service or Product Line: SIC Code**:
Does company meet EPA compliance? Number of Employees:
Facility (warehouse) size:
Type of Organization:Years Established: Name & Address of Parent Company:
Individual______
Partnership___
Corporation___State of Incorporation:
Non-Profit Org. ________________
Is the company:Corporate focus: If your company's name has changed in the last
a Division ___ Distributor ___ five years, please provide the former name:
an Affiliate ___Manufacturer ___
a Subsidiary ___Service Concern ___
Supplier Personnel Data
List the current Principals and Officers of your Company:
NamePositionYears Held
_______
_______
_______
______
Please list three (3) current customer references:
Company Contact Phone Number
____________
______
______
Insurance Type Coverage Amount Expiration Date
General Liability: ____________
Automobile:____________
Worker's Comp:____________
States and Regions covered (Please provide insurance coverage or service concerns in areas listed):
Service / Warranty Information:
Does your firm offer:Warranty coverage:
_____Data CablingRepaired products:______months
_____ElectricalPurchased products:______months
_____Satellite
_____Security Systems
_____Sound Systems
_____Fixture Installation
_____Telecommunications
_____Transportation
_____Warehousing
_____Computer Service/Repair
_____Union
_____Other (please list below):
______
______
Authorized Signature: ______Title: ______Date: ______
Printed Name: ______
Please return the completed document to:
Rhombus Services LLC. DBA LEGACY Retail Services
220 Lake Drive East, STE 215
Cherry Hill, NJ 08002
or Fax: 201-786-2820
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