Henry Homes, Inc.
Vendor Referral Agreement
Welcome to Henry!
This Vendor Referral Agreement (this “Agreement”) is entered into by and between Henry Homes, Inc., a Delaware Company, (“Henry”) and Vendor/Professional, (the “Vendor”) (collectively, the “Parties”). Whereas, Henry provides, among other services, concierge home maintenance services to residential home owners (“Client” or “Clients”) that assist such Clients with understanding and maintaining their homes (“Henry Services”), including through referral to and coordination of professional trade services to relevant service providers in Henry’s network of professional service providers (“Network”) if/as requested by Clients (“Henry Care Coordination Services”);
Whereas, Vendor holds applicable licenses and provides professional services to residential home owners in the Commonwealth of Virginia (“Professional Services”);
Whereas, Henry and Vendor desire to establish a mutually beneficial relationship whereby Henry may refer potential clients to Vendor for Vendor’s Professional Services to Henry Clients;
As such, and in recognition of the mutual benefits and commitments described in this Agreement, and acknowledging that these are sufficient and have been duly received, the Parties hereby agree as follows:
1. Referral Agreement.
A. Referrals. Henry may, from time to time, refer potential Clients to Vendor for Professional Services ("Referral Client” or “Referral Clients").
B. Referral Process.
1. Upon receipt of a Client request for Henry Care Coordination Services for which Vendor is the selected professional, Henry will notify Vendor of the referral and request for a quote.
2. Henry will provide Vendor, by email or through Henry’s proprietary account services system (“Henry’s System”), the Referral Client’s name, address, and other information relevant to the requested Professional Services and sufficient for Vendor to provide a quote for the requested Professional Services (“Request for Quote”).
3. Within two (2) business days of receipt of the Request for Quote, Vendor will deliver a quote, including an estimate of the cost associated with the requested Professional Services, any relevant Vendor service agreement, including terms of the Professional Services, that may require the signature of the Referral Client, any prepayment or deposits required before work can begin, the proposed date(s) and time(s) on which Vendor is available to perform the Professional Services (“Proposed Service Date”), and any date after which the quote will no longer be valid, (the “Quote”) to Henry or through Henry’s System, as available, for the requested Professional Services which Henry will promptly provide to the Referral Client.
4. Henry will coordinate the Referral Client’s review and explicit approval, via email or Henry’s Client account interface, as available, of the Quote and will coordinate with Vendor any adjustment to the Proposed Service Date.
5. Vendor will provide Henry with relevant materials and information about Vendor’s Professional Services, including relevant business license, bonding, and/or insurance information, necessary for Henry to effectively refer Clients to Vendor. Vendor also will reasonably cooperate with Henry to provide additional information about Vendor, Vendor Parties and/or its any of their respective qualification to provide Professional Services, proof of bond, or certificate of insurance that may be requested by the Referral Client or Henry.
6. Vendor will promptly (consistent with the agreed Proposed Service Date) and with a reasonable standard of professional care and quality perform the relevant Professional Services as agreed in the Quote for the Referral Client.
7. Henry and Vendor will track the number of and total billings for Professional Services associated with all Referral Clients which information will inform Henry’s compensation for its referrals to Vendor as set forth in the Compensation provision below.
8. Henry reserves the right, in its sole discretion, to withhold referrals of potential Clients if any amounts Vendor owes Henry are outstanding or overdue.
2. Compensation.
In exchange for Henry including Vendor in its Network and/or Henry’s provision of Referral Clients to Vendor, Vendor agrees to:
A. Discounted Professional Service Fees Vendor agrees to discount its fees for Professional Services to Referral Clients from Henry consistent with the attached Exhibit A “Discounted Professional Fees Schedule”, as applicable. Vendor agrees to provide to Henry or through Henry’s System, as available, any and all Quotes for the requested Professional Services as set forth in paragraph 1.B.2. Above.Vendor acknowledges and agrees Henry is providing referral clients and a billing interface as a service to Vendor and, in all cases, the Referral Client is responsible for payment of all Vendor Professional Service Fees.B. Compensation to HenryVendor agrees to pay Henry a fee and/or commission on the total Professional Service Fees billed to and paid by Referral Clients (a “Successful Referral”) consistent with terms in the attached Exhibit B “Compensation Schedule”, as applicable (“Compensation Payment”). C. Henry Care Coordination FeeVendor acknowledges and agrees that Henry may charge a Referral Client a Care Coordination Fee on top of any Professional Service Fees charged by Vendor. D. Payment MethodsVendor will accept the following payment types from Referral Clients:Credit cardDebit cardACH transferPayment processing:Vendor acknowledges and agrees that it will process payments for all Referral Clients through a Henry-approved third-party provider (currently Stripe)(“Payment Processor”)Vendor agrees to comply with applicable terms of any Payment ProcessorVendor acknowledges and agrees that Compensation Payments to Henry as set forth in Exhibit B will be made to Henry immediately upon receipt of any payment, partial or whole, in Henry’s System from a Referral Client for Vendor’s Professional Services. Vendor will receive the balance of the Referral Client payment for Vendor’s Professional Services (i.e. the Total Due from the Referral Client for the Professional Services minus the Compensation Payment(s)).
3. Term and Termination.
This Agreement will commence on the Effective Date listed above and will remain in effect for one (1) year starting on the Effective Date (the “Initial Term”), and will automatically renew for an additional year on the yearly anniversary of the Effective Date (the “Subsequent Term”) at the then current Discounted Professional Service Fees and Commission rate. The Initial Term and any and all Subsequent Term(s) collectively are the “Term”.
Notwithstanding the foregoing, Henry may terminate the Agreement (A) for Vendor’s breach of this Agreement, immediately upon written notice to Vendor; and (B) for convenience, on seven (7) days written notice to Vendor, in either case, the effective date of termination shall be the “Termination Date”. If Henry terminates this Agreement for any reason, Vendor will pay Henry all outstanding Compensation Payments, as applicable, for all Successful Referrals. If Henry terminates this Agreement due to Vendor’s breach, Vendor will not be entitled to the refund of any Fee or Compensation Payments paid.
Upon termination, all rights and obligations of the Parties under this Agreement will cease, except those obligations that are intended to survive termination (such as confidentiality and data rights) will remain in effect as outlined in this Agreement.
4. Confidentiality; Privacy; Intellectual Property.
A. Confidentiality and Non-Disclosure Obligations: During the term of this Agreement and thereafter, both Parties agree to protect and keep confidential and not disclose any Confidential Information exchanged during the course of this engagement. The Parties agree not to disclose this information to any third party without prior written consent from the other Party and to use this information solely for purposes directly related to this Agreement, except that a receiving Party may disclose Confidential Information of the other Party or portions thereof to its employees, officers, directors, legal counsel, accountants, attorneys-in-fact, and Vendor Personnel (collectively, “Representatives”) with a need to know such Confidential Information to perform Services or Vendor Professional Services, as applicable, and/or who are subject to this or another equally restrictive non-disclosure or confidentiality agreement. In addition, Vendor acknowledges and agrees that it will maintain the confidentiality of all Confidential Information received from the Company or the Referred Clients and will not disclose or use such information for any purpose other than as necessary to perform its obligations under this Agreement.
B. Confidential Information Definition: As used in this Agreement, “Confidential Information” means any proprietary or Confidential Information about a Client (Including PII as defined in the Henry Privacy Policy, which is incorporated herein by reference), a Client’s Home, this Agreement, and/or Henry’s business that is acquired as part of entering into this Agreement or the actual or potential provision of Professional Services to a Henry Client; provided, however, that Confidential Information shall not include any of the foregoing that is or becomes generally available to the public without breach of any obligation of confidentiality owed by the Parties.
C. Client Data: As between Henry and Vendor, Henry owns all right, title and interest in and to the Client Data; provided however, that the Henry hereby grants Vendor a limited, non-exclusive, royalty-free, worldwide license to use the Client Data and to perform relevant Professional Services to any Referral Client. “Client Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by a Client to or collected by Henry in connection with Henry Services.
D. Intellectual Property: All inventions, works of authorship and developments conceived, created, written, or generated in connection with the Henry’s Services hereunder (“Henry Developments”) and all intellectual property rights therein, shall be the sole and exclusive property of Henry. Vendor agrees not to claim ownership or other rights over such intellectual property. Vendor agrees to execute any documents or take any actions as may reasonably be necessary, or as Henry may reasonably request, to perfect Henry’s ownership of the Henry Developments. In addition, Vendor acknowledges and agrees that Henry is the owner of the all logo, trademark, tradename, or other identifying property or mark owned, used or associated with Henry (“Henry Marks”) and that any limited right conferred by Henry to Vendor to use the Henry Marks does not confer upon Vendor any Agreement or right of ownership of the Henry Marks, and all use of the Henry Marks by Vendor will inure to the benefit of Henry. Vendor acknowledges and agrees that, upon expiration or termination of this Agreement for any reason, Vendor will immediately cease any and all use of the Henry Marks or any variation of the Henry Marks on Vendor’s promotional and informational materials.
5. Vendor Representations and Warranty.
Vendor represents and warrants the following to the Henry: (A) Vendor is duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia (or the state of its formation if different) and has the full power and authority to enter into and perform its obligations under this Agreement; (B) Vendor will comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this Agreement, including without limitation, those relating to privacy, data security, and consumer protection; (C) Vendor, at its own expense, has obtained and will maintain all necessary Licenses and Permits, and approvals to conduct its business and perform its obligations under this Agreement in the Commonwealth of Virginia and any applicable localities; (D) Vendor will not, directly or indirectly, solicit or engage with any Referred Client for competitive purposes during the term of this Agreement and for a period of twelve (12) months after the Termination Date; (E) Vendor will maintain the confidentiality of all Confidential Information received from the Company or the Referred Clients and will not disclose or use such information for any purpose other than as necessary to perform its obligations under this Agreement; (F) Vendor will perform its obligations under this Agreement; and (G) Vendor’s entering into this Agreement and performing its obligations hereunder will not conflict with any other agreement or obligation to which it is a party. Vendor also represents and warrants that any of its employees, contractors, subcontractors, or agents engaged to perform Professional Services for a Referral Client (collectively, “
Vendor Personnel”) will be appropriately screened by Vendor and determined to be qualified and fit to perform the Professional Service they provide. At a minimum, Vendor agrees that Vendor Personnel performing Professional Services for any Referral Client will satisfy the following standards:Pass a lawful background check consistent with industry standards, including confirmation of no felony convictions for violent or sexual offenses;Maintain all licenses, bonding, insurance, certification, and training required for the Professional Services they are engaged to provide; andConduct themselves in a professional and respectful manner when working with a Referral Client or in a Referral Client home. Vendor acknowledges and agrees that it is solely responsible to hire, vet, direct the activity of, and supervise all Vendor Personnel and it will be solely responsible for any and all damages, losses, or other liabilities claimed or incurred resulting from or in any way related to Professional Services provided by Vendor personnel. Upon request, Vendor will provide Henry with certification that the above Vendor Personnel standards have been met as well as copies of related documentation supporting such certification. Notwithstanding the foregoing, Henry reserves the right, in its sole discretion, to prohibit certain Vendor Personnel from being assigned to Referral Clients (a “
Prohibited Vendor Personnel”) if Henry reasonably believes they pose a risk to the Referral Client, their property, or Henry’s reputation. Henry will provide Vendor written notice of such Prohibited Vendor Personnel, and Vendor will cooperate and use reasonable efforts to immediately remove such Prohibited Vendor Personnel from all engagements related to Henry Services and/or Referral Clients.
Vendor also acknowledges they have read the Henry
Terms of Use,
Privacy Policy and
Acceptable Use Policy, each of which is incorporated herein by reference, and agrees to follow and be bound by the terms of each of those documents.
6. Henry Warranty and Disclaimer.
Henry confirms that it has the right to enter into this Agreement and will perform its Services in a workmanlike manner. That said, in addition to the
Disclaimer of Warranties in the Henry Terms of Use incorporated herein, HENRY PROVIDES ITS SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HENRY PARTIES DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO OUR PERFORMANCE OR NONPERFORMANCE OF ANY SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HENRY PARTIES ALSO (i) MAKE NO WARRANTIES REGARDING ANY THIRD-PARTY PROVIDER; AND (ii) DISCLAIM LIABILITY FOR, ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES POSTED, OFFERED AND/OR PROVIDED BY ANY THIRD-PARTY PROVIDER. SUCH THIRD-PARTY PROVIDERS MAY HAVE PRIVACY POLICIES DIFFERENT FROM THAT OF HENRY AND THEIR WEBSITES AND SYSTEMS MAY PROVIDE LESS SECURITY THAN THE HENRY SITE.
The above limitations in this provision will apply to you only to the extent permitted by applicable law.
To the extent you obtain from the Site or any Henry Service output regarding complex home maintenance issues (such as, but not limited to, those related to electrical, plumbing, radon and/or gas concerns) that is generated by artificial intelligence, we recommend that you obtain advice from a skilled and licensed professional before you undertake maintenance or repair services yourself.
7. Permits and Licensing.
Vendor acknowledges and agrees to obtain and maintain in full force and effect throughout the term of this Agreement and at its own expense all licenses, permits, registrations, and certifications required by Virginia law and any applicable local ordinances for the provision of the Professional Services contemplated herein (“Licenses and Permits”). Vendor will promptly notify Henry of any changes to the status of its Licenses and/or Permits, including, but not limited to, any suspension, revocation, or non-renewal of any required Licenses and Permits. In addition, Vendor will, upon request, provide Henry with evidence of its current and valid Licenses and Permits for itself and any Vendor Personnel, including renewal dates and any applicable continuing education requirements relevant to the Professional Services offered and/or provided pursuant to this Agreement.
8. Insurance.
Vendor shall, at its sole cost and expense, procure and maintain in full force and effect during the Term of this Agreement, and for such longer periods as specified below, the insurance coverages set forth in this Section. Vendor also shall ensure that all Vendor Personnel also have and maintain in full force and effect during the Term of this Agreement, and for such longer periods as specified below, the insurance coverages set forth in this Section. Prior to the commencement of any Referrals by Henry under this Agreement, the Vendor shall provide Henry with certificates of insurance evidencing the required coverages and demonstrating that the Henry is an additional insured on each of the insurance types listed below. In addition, neither Vendor nor any Vendor Personnel shall cancel or materially change its insurance policy without providing at least thirty (30) days' prior written notice to Henry.Specific Insurance CoveragesCommercial General Liability (CGL) Insurance, including coverage for product and completed operations, bodily injury, property damage, personal injury, and contractual liability of not less than $1,000,000 Combined Single Limit per occurrence. Professional Liability (Errors & Omissions) Insurance with a limit of not less than $1,000,000 per claim and in the aggregate. This insurance shall cover liability for acts, errors, mistakes, and omissions arising out of the professional services provided under this Agreement. Workers' Compensation Insurance within the relevant Commonwealth of Virginia statutory limits including Employers Liability limits of $100,000 each accident, $100,000 each disease-each employee, and $500,000 policy limit. Commercial Auto Liability Insurance with $1,000,000 Combined Single Limit per occurrence. Coverage should include all owned, hired and non-owned automobiles.
9. Non-Solicitation.
During the Term of this Agreement and for a period of twelve (12) months after the termination date of this Agreement, Vendor covenants and agrees that Vendor and Vendor Personnel shall not, directly or indirectly, on behalf of Vendor or on behalf of any other person or entity:solicit or accept from any Restricted Client any business competitive with the business of Henry as it was conducted as of the Termination Date; encourage or induce any Restricted Client to terminate or reduce such Restricted Client’s business with Henry; or assist any other individual or entity in engaging in any of the conduct prohibited by this Non-solicitation clause.
“Restricted Client” means any actual or potential Client or Referral Client that has an active business relationship with Henry as of the Termination Date and with whom or which Vendor or Vendor Personnel had contact or about whom or which Vendor or Vendor Personnel gained Confidential Information, in either case in the course of Vendor’s business relationship with Henry.
10. Indemnification
Vendor will indemnify, defend, and hold harmless Henry, its affiliates and our and their directors, officers, employees, partners, contractors and agents (the “Henry Parties”), from any and all losses, liabilities, damages, claims, costs and expenses (including the costs of reasonable investigation, accountants’ and attorneys’ fees) arising from or related to (i) any breach of, or failure by the Vendor to uphold any representation or warranty of Vendor made in this Agreement, (ii) any breach of, or failure by the Vendor to fulfill its obligations specified in this Agreement, (iii) any negligence or willful misconduct by Vendor or Vendor Personnel related to Vendor’s representations, warranties, and/or any obligations or Professional Services provided under or related to this Agreement; and (iv) any failure of Vendor or Vendor Personnel to provide its Professional Services as represented and obligated in any Quote.
11. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HENRY PARTIES WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, EXEMPLARY, LIQUIDATED, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL, OR SPECIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS RAISED BY A CLIENT OR REFERRAL CLIENT AGAINST VENDOR OR ANY OF ITS EMPLOYEES, AGENTS, OWNERS, AFFILIATES, SUBCONTRACTORS, OR OTHER VENDOR PERSONNEL (“VENDOR PARTY” OR “VENDOR PARTIES”) OR FOR ANY LOSS OF PROFIT OR BUSINESS INTERRUPTION OF A VENDOR PARTY ARISING FROM OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING ELSE ARISING UNDER THIS AGREEMENT, THE MAXIMUM LIABILITY OF HENRY FOR ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE VENDOR TO HENRY IN CONNECTION WITH THIS AGREEMENT.
