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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into as of [Date], between Apex Maintenance Group, LLC, a Michigan Limited Liability Company, hereinafter referred to as the "Company" or “Apex,” and [Full Name of Independent Contractor], located at [Address], hereinafter referred to as the "Contractor" or “Independent Contractor.”

1. Engagement: The Company engages the Contractor to perform maintenance services, and the Contractor agrees to perform such services under the terms and conditions set forth herein.

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2. Notice before Beginning Work: Before beginning any job, the Contractor will notify the Company of any jobs or potential job or “estimate” – and the potential scope of work or other details of said job via software, website, or web application as directed or provided by the Company. If such a software, website, or web application is not available from the Company, the Company may alternatively notify the Contractor via telephone call, text-message, or email.

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The Company has the option to submit to Contractor a proposed price that Contractor will receive for a job. The Contractor then has the option to accept or reject the job or potential job. If the Contractor rejects a price sent by Company for the job, or is given the option to propose a price for a job to the Company, the Company must approve this charge in writing, electronically or otherwise, before the Contractor commences work. In the Company’s discretion, it may allow the Contractor to perform jobs with a total net cost to client of less than one-thousand ($1,000.00) dollars without having to acquire approval of said job by Company. This election may be made at the Company’s discretion and if authorized will be approved via writing or electronic communication transmitted to Contractor. Notwithstanding the prior provision, the Company reserves the right to deny payment for work completed without the Company's approval.

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The Contractor shall be responsible for its own costs, materials, sub-contractors, and other expenses caused by or made in relation to a job proposed or approved under this Agreement.

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The Company will bill the end client directly, which will include the approved rate charged by the Contractor, plus any additional sums added by the Company for administrative and operational costs.

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3. Payment: The Company shall pay the Contractor for completed jobs as agreed upon between the parties within fourteen (14) days of the Company having received payment from the end client. The Contractor shall only be paid for services rendered if the Company receives full payment from the end client.

The Contractor acknowledges and agrees that any “service fees” or other charges requested by the Contractor are subject to rejection at the Company’s sole discretion. This includes, but is not limited to; fees requested because the Contractor traveled to a job site but did not perform any services.

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4. Reporting and Inspection Provisions: Contractor shall furnish the Company with photographic evidence of completed jobs within four (4) days of completion. Remuneration is contingent upon the Company's satisfactory assessment of the rendered services. Any disputes regarding the quality or completeness of the services must be addressed by the Contractor within ten (10) days of receiving feedback from the Company. The Company shall also have the right to inspect and approve all work completed by the Contractor. Payment for services will be made upon satisfactory completion and approval by the Company, and shall be made every Friday following the next Friday that occurs following completion of a job.

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5. Records and Documentation: Contractor shall maintain thorough records and documentation related to the services provided, including work orders, invoices, receipts, and service reports, for at least one (1) year following the start of a job or estimate, or the completion of a job or estimate, if applicable. These records shall be made available to the Company upon request.

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6. Relationship of Parties: The Contractor is an independent contractor and is not an employee, agent, or representative of the Company. Contractor is responsible for their own taxes and benefits.

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7. Uniforms and Representations: To maintain uniform business presence, the Company may require Contractor to represent that they “work with” or are performing the job “on behalf of” Apex when visiting a customer or potential client, and may also be required to wear Apex branded badges or clothing. Failure to abide by this provision shall be considered breach of this Agreement.

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8. Safety and Compliance: Contractor must adhere to all relevant laws, regulations, and is responsible for the safety of its employees and subcontractors. Contractor must also maintain proper permits and licenses during the performance of services under this Agreement.

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9. Quality and Warranty: Contractor warrants that all services provided under this Agreement will be performed in a professional and workmanlike manner and will conform to industry standards, and will be of high quality with respect to those standards. Contractor agrees to promptly correct any work that does not meet the standards specified by the Company, at Contractors own expense.

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10. Insurance Requirements: The Contractor shall, at its own expense, maintain a General Liability Insurance policy with minimum coverage of $500,000 for combined bodily injury and property damage per occurrence arising from the services rendered under this Agreement. Additionally, the Contractor shall secure Workers’ Compensation Insurance as mandated by the state in which the work is performed, with a minimum coverage of $100,000 for each accident. Prior to commencing work, the Contractor must provide the Company with certificates of insurance verifying these coverages. Any subcontractors hired by the Contractor for the work must maintain similar insurance. The Company shall be named as an additional insured on all policies.

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11. Indemnification: In the event that a job completed by the Contractor results in any harm, injury, or damage, the Company shall not be held liable, and the Contractor shall indemnify and hold the Company harmless from any claims, liabilities, damages, or expenses arising out of or in connection therewith including reasonable attorney fees and costs.

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12. Termination: Either party may terminate this Agreement at any time upon written notice to the other party.

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13. Confidentiality: Contractor agrees to keep all confidential information received from the Company, including client information and trade secrets, secure and confidential and shall not disclose or use such information for any purpose other than performing the services outlined in this Agreement Contractor also shall not give their direct contact or company information to clients or potential clients.

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14. Non-Compete: For a period of twelve (12) months following the termination of this Agreement, the Contractor agrees not to service any clients serviced by or whom have had work or an estimate done through Apex. All such clients shall remain clients of Apex, and Contractor must only service said clients if assigned to do so through Apex. For said period, Contractor shall not directly or indirectly engage in, become employed by, advise, consult for, or have any interest in any entity or business that directly competes with the Company as a service connecting property owners and maintenance companies to independent contractors. The Contractor recognizes that the Company has a legitimate business interest in protecting its goodwill, client relationships, and proprietary information and acknowledges that this non-compete clause is reasonable and necessary to safeguard such interests. If any provision of this non-compete clause is deemed excessively broad or unenforceable, the parties agree that a court of competent jurisdiction may modify or sever such provision to render it enforceable, while preserving its intent.

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15. Non-Solicitation: Contractor agrees not to solicit, hire, make a job offer to, or interfere with any active relationships between Company and any other Contractor working with the Company, any property management companies or companies that make decisions regarding the repair and maintenance of multiple properties, or any employees or subcontractors of the Company during the term of this Agreement, and for a period of twelve (12) months following the termination of this Agreement.

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16. Non-Disparagement: Contractor agrees not to make any negative or disparaging statements about the Company, its agents, or employees, to any third parties, whether orally or in writing.

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17. Breach and Termination for Cause: The Company may terminate this Agreement for cause if Contractor breaches any material provision of this Agreement. In such cases, written or electronic notice, or notice via any software, website, or application by Apex used or previously used by Contractor of the breach shall be provided, and Contractor shall have 30 days to remedy the breach. If the breach is not remedied within the specified time, The Company may terminate the Agreement immediately. Contractor shall also be liable for any damages suffered by the Company as a result of the breach.

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18. Force Majeure: Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control.

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19. Notices: Any notices required under this Agreement shall be in writing – via certified mail, and delivered as follows – for notice to Contractor, notice shall be provided to the address provided at the beginning of this Agreement. For notice to the Company, notice shall be provided to: Metro-Detroit Legal Connection PLLC, 38410 Westchester Rd, Sterling Heights, MI 48310.

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20. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

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21. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the state of Michigan, regardless of its conflict of law provisions. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located within Wayne County, Michigan, and both parties consent to such jurisdiction and venue.

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22. Survival: The provisions of this Agreement that by their nature should survive termination (including, but not limited to, confidentiality, indemnification, and payment provisions) shall survive any termination or expiration of this Agreement.

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23. Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire understanding between the parties and supersedes all prior negotiations, agreements and understandings between the parties, whether oral or written.

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24. Amendments: Any changes or modifications to this Agreement must be in writing and signed by both parties.

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25. Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. All electronic signatures, to the extent permitted by law, will be treated as equivalent to signatures on a written agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the date first above written.

Apex Maintenance Group, LLC:

Signature: :

Signor's Name :

Title/Company: : Member, Apex Maintenance Group, LLC

Independent Contractor:

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