Administration Agreement

ADMINISTRATION AGREEMENT

THIS AGREEMENT is entered into this_____________, by and between [INSPECTOR] with their address located at [ADDRESS] (“INSPECTOR”., and ELITE INSPECTION WARRANTY COMPANY, LLC a Pennsylvania Company, with its principal office located at 1016 W 8th Avenue, Suite A, King of Prussia, PA 19406 (“ADMINISTRATOR”).

WHEREAS, INSPECTOR desires to market and issue Limited Warranty program (attached hereto as Exhibit A) to eligible homeowners;

WHEREAS, ADMINISTRATOR is in the business of administering such limited warranties; and

WHEREAS, INSPECTOR desires to work with ADMINISTRATOR on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements of the parties set forth in this Agreement, the parties agree as follows:

DUTIES OF THE PARTIES
1. Duties of INSPECTOR:
  1. INSPECTOR shall issue Limited Warranty program to INSPECTOR’s eligible customers. The Limited Warranty will include such terms and conditions as the parties may agree upon from time to time and will cover the costs of repair and/or replacement of those components set forth in the terms and conditions of the Limited Warranty.
  2. INSPECTOR shall be responsible for payment of the Limited Warranty cost per Limited Warranty, as provided by ADMINISTRATOR and payable to ADMINISTRATOR (as per Exhibit B).
  3. INSPECTOR shall submit identification of and make payment for any warranties issued to its clients within seven (7) days of the issuance of the warranty by INSPECTOR.
  4. INSPECTOR shall be responsible for compliance with all local, state and federal statutes and regulations relating to maintaining a state charter or license to do business in a state that is necessary for the completion of the conditions of this Agreement and to provide professional home inspection services.
2. Duties of ADMINISTRATOR:
  1. ADMINISTRATOR will assume and fully perform administrative obligations for INSPECTOR relating to registration and processing of the Limited Warranties, which are issued and input, on ADMINISTRATOR’s system, and will adjust and process claims under all validly issued Limited Warranties pursuant to the applicable underwriting guidelines and the specific terms thereof. The foregoing shall require that ADMINISTRATOR will authorize and reimburse Warranty Holders (“Warranty Holders”) as per the terms and conditions of the Limited Warranty.
  2. Without limiting the generality of the foregoing ADMINISTRATOR shall:
    1. Review, adjust, approve in accordance with the Limited Warranty, and arrange payment with respect to, all valid covered claims submitted in accordance with the Limited Warranty policies and procedures;
    2. Comply with all federal, state, and local statutes, rules, regulations, ordinances and other provisions of law relating to its duties under this Agreement; and
    3. Maintain toll-free telephone lines, at its own expense, to receive calls from Warranty Holders relating to claims and questions regarding the Limited Warranty.
  3. ADMINISTRATOR shall use its own computer systems and online application software to administrate all claims made under the Limited Warranty.
OWNERSHIP OF NAME, TRADEMARKS
1. ADMINISTRATOR shall have proprietary right, title and interest in the names, logos, service marks or trademarks used to identify or describe the Limited Warranty. ADMINISTRATOR shall be responsible for ensuring that any name, logo, service mark or trademark developed and/or used to promote or identify Limited Warranty does not infringe on the rights of any other person.
2. INSPECTOR acknowledges that it shall have no proprietary right, title or interest in the names, logos, service marks or trademarks used by ADMINISTRATOR to identify or describe the Limited Warranty.
TERM/TERMINATION

This Agreement shall commence as of the date of this Agreement and will continue thereafter for a period of one (1) year (the “Initial Term”), unless terminated sooner pursuant to the terms of this Agreement.

If this Agreement is not terminated during the Initial Term, then it shall be automatically renewed for successive one (1) year periods thereafter, unless either party provides the other with written notice, at least ninety (90) days prior to the conclusion of the term then in effect, of its intention not to renew.
1. Termination of this Agreement shall not alter the responsibilities of the parties with respect to Limited Warranties issued and paid for prior to the effective date of such termination.
2. This Agreement may be terminated by either party without cause effective thirty (30) days after receipt of written notice of termination.
3. In the event this Agreement is terminated for any reason, ADMINISTRATOR shall promptly collect all documents and any other forms or materials previously provided to INSPECTOR by ADMINISTRATOR, that are in the possession or control of INSPECTOR, or its personnel, and immediately forward such materials to such person(s) as ADMINISTRATOR shall designate, or, upon written request of ADMINISTRATOR shall destroy all such copies of said materials in its possession. In the event that ADMINISTRATOR requests that its materials be returned, ADMINISTRATOR agrees to bear the cost of shipping the materials.
LIMIT OF AUTHORITY
1. INSPECTOR agrees that it does not have any express authority to act and that it will not do any of the following acts on behalf of ADMINISTRATOR without ADMINISTRATOR’s prior written consent:
  1. Make, alter, waive, or modify any of the terms, conditions or limitations of the Limited Warranty;
  2. Obligate ADMINISTRATOR in any way to any agreement of any kind except as allowed under the terms of this Agreement;
  3. Incur any indebtedness or liability on behalf of ADMINISTRATOR except as allowed under the terms of this Agreement; or
  4. Waive any rights possessed by ADMINISTRATOR.
2. ADMINISTRATOR agrees that it has no authority to act, and that it will not do any of the following acts, on behalf of INSPECTOR without INSPECTOR’S prior written consent:
COTINUANCE OR MODIFICATIONS
1. ADMINISTRATOR specifically reserves the right to discontinue, change or modify the Limited Warranties at any time in the event that ADMINISTRATOR is required to do so by the final decision or order of a court of competent jurisdiction or any state or federal agency, or if otherwise required by law, in which case ADMINISTRATOR shall afford INSPECTOR as much notice of such change as is possible under the circumstances.
INDEMNIFICATION
1. Each party agrees to indemnify and hold the other party (the “indemnified party”) harmless from and against any and all losses, liabilities, damages, judgments, awards, expenses and costs, including reasonable attorney’s fees, or other expenses arising out of or incurred in connection with any dispute, claim or cause of action brought in which the indemnified party becomes involved as a result of the wrongful acts, failure to act or negligence of the party from which indemnification is sought. An indemnified party includes such party’s affiliate corporations or entities, and authorized franchises, as well as the officers, directors, agents and employees of the party and its affiliates.
2. The foregoing indemnity specifically includes INSPECTOR obligation to indemnify and hold ADMINISTRATORharmless from and against any and all liability that may result from any misrepresentation regarding the Limited Warranties which were made by INSPECTOR, or any of its employees, agents or representatives, unless such misrepresentation was specifically authorized or originally communicated by ADMINISTRATOR without being corrected by ADMINISTRATOR prior to the statement being made by INSPECTOR.
ACCESS TO RECORDS
1. ADMINISTRATOR shall keep complete records of all transactions pertaining to Limited Warranties issued pursuant to this Agreement, which may be in electronic format. Such records shall be maintained for a period of time in accordance with regulatory record retention requirements.
2. The terms of this paragraph shall survive termination and continue for a period of five (5) years following the expiration of all issued Limited Warranties.
CLAIMS SETTLEMENTS
1. ADMINISTRATOR is solely responsible for investigating, adjusting and settling claims under Limited Warranties issued by INSPECTOR.
CONFIDENTIALITY
1. During the term of this Agreement and thereafter as may be required to fulfill the terms and conditions of this Agreement; each Party may receive Confidential Information of the other Party. The Parties agree they shall use all reasonable efforts to keep all Confidential Information of the other Party confidential. However, that Party may disclose Confidential Information of the other Party:
  1. To such of its directors, officers, employees, and other authorized personnel (hereinafter collectively referenced as "Representative") of the Party, in order for the Party to fulfill its obligations under this Agreement and related Limited Warranties. Such Representatives shall be advised by Party of the confidential nature of such information and shall agree to maintain the confidentiality of the information;
  2. To the extent that disclosing Party provides its prior written approval of such disclosure;
  3. To the extent that the receiving Party, or any Representative of that Party, is legally required to make such disclosure, provided that, the disclosing Party is notified by the receiving Party prior to making the disclosure. In such case or cases, the Party or any Representative of the Party, agrees to disclose only that Confidential Information which is required by law.
2. Upon termination or cancellation of this Agreement, each Party agrees not to disclose Confidential Information to any non-affiliated third party.
3. For twenty four (24) months after the termination date of this Agreement, the INSPECTOR, and its officers and directors, separately and individually, will not make any effort to circumvent the terms of this Agreement in an attempt to: a) gain the benefits or considerations granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential Information, including but not limited to contracting directly with specifically: (a) financial software package vendor; or (b) hiring or contracting with any present or future employee or independent contractor of ADMINISTRATOR.
NOTICES

All such notices and other communications required or permitted by the terms of this Agreement shall be in writing and shall be deemed to have been given as of the date of service if served personally on the party to whom notice is to be given, or on the date of receipt if sent via facsimile or e-mail transmission (with receipt confirmed), or on the date of receipt if mailed to the party to whom notice is to be given, by registered or certified mail, return receipt requested.

A party’s address may be changed by sending written notice to the other party.
GOVERNING LAW

This Agreement shall be construed under and according to the laws of the State of Pennsylvania, which would be applicable to an Agreement made and to be performed wholly within such jurisdiction. Any actions or proceedings relating to dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of, and shall have their venue in, the federal or state courts located in Montgomery County, Pennsylvania.
PARTIAL INVALIDITY

If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstances, shall to any extent be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties agree to replace any such offending term, covenant, condition, or provision with one which shall be legally sanctioned and shall reflect the intent of the parties as closely as practical and possible. The parties wish to afford this Agreement maximum applicability to their relationship and, therefore, agree to uphold its terms in any state where same may be legally enforced.
ENTIRE AGREEMENT

This Agreement, with all exhibits attached hereto, constitutes the entire Agreement between the parties and any prior Agreement, whether oral or written, shall be of no further force or effect. The terms of this Agreement may be changed, modified or amended only by written instrument executed by all parties.
PROHIBITION AGAINST ASSIGNMENT

Neither party may assign any rights or delegate any duties under this Agreement without the prior written consent of the other. A party may delegate all or part of its duties to a wholly-owned subsidiary or affiliated entity only with the consent of the other party, which consent shall not be unreasonably withheld.
DUPLICATE COUNTERPARTS

This Agreement may be executed in several counterparts and all such executed counterparts shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all of the parties hereto are not signatories to the original or to the same counterpart.
NON-WAIVER

No forbearance or failure on the part of either party to this Agreement to enforce or to insist upon compliance with any of the terms or provisions of this Agreement shall be construed as or constitute a waiver of said terms or provisions, nor shall it be construed as or constitute a waiver or any other terms or provision.
RELATIONSHIP

Nothing in this Agreement is intended to, nor does it, create a partnership, joint venture, principal/agent, or employee/employer relationship.

IN WITNESS THEREOF, the parties, through their duly authorized representatives, have executed this Agreement this day of _____________, 202_.

ADMINISTRATOR INSPECTOR NAME

By: _________________________

Printed Name: Elite Inspection Warranty Company, LLC

Title:

INSPECTOR NAME

By: _________________________

Printed Name:

Title:

EXHIBIT A

Limited Warranty form to be attached.

EXHIBIT B

Fees and Payment Terms

LIMITED WARRANTIES

INSPECTOR to pay $22.00 per Limited Warranty issued to INSPECTOR’s customers.

All fees shall not be cancellable.

ADMINISTRATOR shall retain any fees remaining after any claims payments have been made regarding the Limited Warranty.

I accept the terms and conditions.