MCG Venture Management, LLC Independent Contractor Agreement
Please thoroughly read the entirety of this agreement and sign or initial all required pages before submitting.
INTRODUCTION TO PARTIES & INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor, tax code 1099, Agreement between MCG Venture Management, LLC, hereinafter “Company”, and it’s
represented companies Universal Mortgage Field Services, LLC and Omni Asset Management LLC (dba Omni Property Preservation)
located at 5151 Monroe St. Suite 101, Toledo, Ohio, 43623 and ________________________________________(Contractor Name) ,
located at ___________________________________________________________________________________ (Contractor’s
Address). This agreement between MCG Venture Management, LLC and Independent Contractor, hereinafter “Vendor”, shall begin
on the date of the signing of this Independent Contractor Agreement.
Company desires to have property inspection, preservation services, REO services, and/or construction services performed. Contractor
agrees to perform such services under the terms and conditions stated herein and, whereas Company is in the business of providing
these services for its clients. Vendor has represented that it has substantial experience in providing the services mentioned above and
desires to enter into a subcontract relationship with Company to provide such services. Now therefore, in consideration of the payment
of certain fees and the receipt of work the parties mutually agree to the following terms:
TERMS OF AGREEMENT







Vendor enters into this Independent Contractor Agreement as, and will remain throughout the term of the Agreement, an
independent contractor. Vendor agrees to conduct business under its own name as an independent contractor. Nothing in this
Agreement is intended, nor shall anything in this Agreement be construed, to create a joint venture, partnership, agency, or
employment relationship between Company and Vendor. Vendor agrees that it is not entitled to the rights or benefits afforded
to Company’s employees, including disability or unemployment insurance, workers’ compensation, medical insurance, sick
leave, or any other employment benefit. Vendor shall have no authority to obligate Company, clients, investors, or guarantors
in any manner whatsoever and shall not represent or hold itself out to have such authority.
This Agreement sets forth the entire understanding of the parties and supersedes all prior written and oral communications
relating thereto. This Agreement may be modified or amended only in writing, signed by a duly authorized representative of
each party. If any part of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such judgment shall
not affect or nullify the remainder of this Agreement, which shall remain in full force and effect.
Falsification of any Company form, W-9, work order, bid, or photos will result in termination of Vendor. Company is not to
be held responsible for false information provided by Vendor.
This Agreement is not exclusive. Company reserves the right to engage the services of other Vendors to perform similar
services in Vendor’s area and Vendor reserves the right to perform similar services for others clients.
Vendor agrees to take responsibility for any sub-contractors hired, and agrees to ensure any subcontractors are licensed in the
state in which they perform work. Company will not be responsible for any damages caused by subcontractors Vendor hires.
Vendor is to provide, at its own expense, training, permits and licenses for itself and for its employees and subcontractors.
Vendor shall comply with all Federal, state, and local laws, rules, and regulations in performing the services under this
Agreement and at all times to act in a legal, professional and ethical manner while rendering services under this Agreement or
any work order. If Vendor chooses to render services under this Agreement, Vendor agrees not to carry any firearms during
the rendering of such services.
Vendor agrees and warrants that itself and/or its agents and assignees including but not limited to its subcontractor or
respective employees shall not enter or provide unauthorized persons access to any property, perform any services, or take
any action of any kind for any reason under any circumstances in connection with properties except in connection with and
furtherance of services requested by Company in a service request/work order or as authorized elsewhere in the work order.
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________


Vendor will complete all work orders according to instructions provided by Company. If work orders are completed
improperly, causing damage to a property, Vendor will be responsible for any repairs after an investigation takes place.
Noncompliance to work order instructions, late orders, lack of communication, and overall poor performance may result in
termination as a Vendor for Company. Vendor agrees that each job contracted and assigned to Vendor shall be on a job-byjob basis and that Company reserves the right to reassign work at its sole discretion.
Contractor may not assign, transfer or otherwise delegate any of its rights or responsibilities under and pursuant to this
Agreement without the prior written consent of Company. Any attempted assignment shall be null and void.
Liens: Vendor agrees to, and hereby does waive any and all rights under any and all applicable state statutes to file liens of any kind
whatsoever against properties on which it, or its employees or subcontractors have performed work, for any reason including, but not
limited to, mechanic’s and material man’s liens for materials supplied or work performed, whether relating to services or not, and
whether Vendor and employees/sub-contractors have been paid for services or not. Vendor further agrees to take no action of any kind
which would affect in any way the chain of title to such properties including but not limited to the filing of any liens or civil actions,
which interferes or affects Company’s clients’ ability to transfer title to the subject property to third parties.
If a lien of any nature is filed by any person or entity who has supplied materials or work/and or services of any kind at the request of
Vendor, or its Subcontractors, against a property or properties upon which services were performed for Company pursuant to this
Agreement, Vendor shall promptly, at its expense, take any and all action necessary to cause any such lien to be released or
discharged, and shall indemnify Company against any and all losses, claims and damages, including reasonable attorney's fees and
costs resulting from Vendor’s failure to obtain a release or discharge of any such lien. This provision shall survive the termination of
this Agreement.
Safety: Vendor acknowledges that safety is paramount in performing the services under this Agreement and shall be responsible for
adhering to standard safety procedures, all OSHA and other applicable laws and regulations and for performing all work in a manner
consistent with the best business practice for such work in order to maintain the safety of its agents and employees and provide a high
quality service.
Environmental Compliance: Vendor is responsible for determining the manner and nature of the removal of all debris, trash,
hazardous materials, personal property and any and all other materials from properties pursuant to property preservation work orders
under this Agreement. Vendor shall abide by all applicable local, municipal, state, and federal rules and regulations regarding the
disposal of any and all materials of any kind whatsoever from any property which Vendor performs services. Vendor shall remove and
dispose of no items of hazardous waste unless said disposal is in compliance with all applicable local, state, and federal environmental
laws, rules and regulations.
Confidentiality: All company records and information relating to the company or its clients is confidential. Vendor must, therefore,
treat all matters confidential. No company related information, including without limitation, documents, notes, files, records, oral
information, computer files, price lists, or similar materials except in the ordinary course of performing duties on behalf of the
company may be removed from company’s premises without permission from the company. Additionally, the contacts of company’s
records or information otherwise obtained in regard to business may not be disclosed to anyone, except where required for a business
purpose. Vendors must not disclose any confidential information purposefully or inadvertently through casual conversation, to any
unauthorized person inside or outside the company. Vendors who are unsure about the confidential nature of specific information
must ask their supervisor for clarification. Vendors will be subject to appropriate disciplinary action, up to and including dismissal,
for knowingly or unknowingly revealing information of a confidential nature.
Vendor agrees that it shall not misuse, misappropriate, or disclose in writing, orally or by electronic means, any confidential
information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other
time thereafter. Vendor agrees to safeguard its own confidential information, to ensure the security and confidentiality of all such
confidential information, to protect against anticipated threats or hazards to the security or integrity of such confidential information
and to protect against unauthorized access to or use of such confidential information, including but not limited to the proper disposal
of such information. Vendor agrees that at all times it shall be in compliance with the Gramm-Leach-Bliley Act and related
regulations.
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________
Company has entered into signed confidentiality agreements with all of our clients. Vendor acknowledges that substantial harm would
result to the Company’s business if Vendor disclosed any Confidential Information.
The parties hereto agree that it is impossible to measure in monetary terms the damages that may accrue to the company by reason of
Vendor’s breach of the confidentiality requirement in violation of the Section. Therefore, in the event that the Company shall institute
an action or proceeding to enforce the provisions of this Section, each party or other person against whom such action or proceeding is
brought shall and hereby does, in advance, waive the claim or defense that there is adequate remedy at law.
Non-solicitation: Vendor covenants that during the term of this Agreement and for a period of one (1) year thereafter from the date of
termination of the Agreement, shall not solicit any of the company’s clients, directly or indirectly, call on, or take away any of
Company’s clients with whom Vendor has become acquainted during its performance of services under this Agreement. Vendor
acknowledges it has received sufficient consideration in exchange for this covenant not to solicit.
The parties hereto agree that it is impossible to measure in monetary terms the damages that may accrue to the Company by reason of
Vendor’s competing or soliciting in violation of this section. Therefore, in the event that the Company shall institute an action or
proceeding to enforce the provisions of the section, each party or other person against whom such action or proceeding is brought shall
and hereby does, in advance, waive the claim or defense that there is adequate remedy at law.
If a Company’s Client independently contacts or solicits a Company’s Vendor to provide services for them, it is allowable under this
non-solicitation clause.
If a Vendor already provides such services for the Company’s same client or clients, then Vendor must provide list of clients to
Company with dates of service upon hiring process. Such existing clients will not be included in this non-solicitation clause.
Termination of Agreement: This Agreement may be terminated by any party at any time, with or without cause, with 10 day written
notice provided by Vendor. Notice provided by Vendor may be written mail, email, or phone conversation with Company
representative. Termination of this Agreement by either party shall not release Vendor from any responsibility or liability on the part
of the Vendor that arises prior to termination. Vendor is responsible for completing all outstanding work within the required
timeframes. Vendor may still be assigned work orders within the 10 day written notice. Company reserves the right to pursue and
collect any chargeback’s after termination of contract.
Any notices to be given hereunder by either party to the other may be affected either by personal delivery or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in
the introductory paragraph of this Agreement, but each party may change that address by written notice in accordance with this
paragraph. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be
deemed communicated as of three (3) days after the date of mailing.
Dispute Resolution: Any dispute arising out of this Agreement which cannot be resolved to the mutual satisfaction of the parties shall
be litigated in the courts with jurisdiction over the matter located in Lucas County, Ohio. Vendor hereby assents to personal
jurisdiction in the courts of Lucas County, Ohio. The prevailing party in any dispute arising out of or related to this Agreement, shall
be entitled to recover the costs incurred, which costs shall include reasonable attorney's fees, in any legal proceedings including all
mediation, arbitration, administrative, appellate or Bankruptcy proceedings. Vendor hereby knowingly, voluntarily, and intentionally
waives any and all rights it may have to a trial by jury regarding any and all litigation arising out of this Agreement or any and all
transactions contemplated herein or any course of conduct or dealings, statements (either verbal or written) or actions of any party
related thereto. Vendor hereby waives any right it may have to seek to consolidate any such litigation with any other litigation in
which a jury trial cannot or has not been waived.
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________
Remedies. In the event of a breach or threatened breach of any duties and obligations under the terms and provisions of this
Agreement, the parties shall be entitled, in addition to any other legal or equitable remedies the Company may have in connection
therewith (including any right to damages that the Company may suffer), to a temporary, preliminary and/or permanent injunction
restraining such breach or threatened breach.
Term: Unless terminated by the mutual consent of the parties or as otherwise provided for herein, this Agreement shall be binding on
the parties from the effective date of this Agreement and shall thereafter be automatically renewed on a year to year basis unless
otherwise determined by the parties.
VENDOR REQUIREMENTS
Insurance: Vendor agrees to purchase and keep in full force and effect during the term of this Agreement Insurance which includes
general liability, errors and omissions, auto, and Workers’ Compensation. Vendor agrees to name MCG Venture Management, LLC as
additional insured and certificate holder on all such policies and to provide an original duly executed certificate evidencing such
insurance. Declarations, Applications, or Binders cannot be accepted as proof of insurance. Only Certificates that include the policy
number, beginning and expiration date, and company or individual name will be accepted. Should a lapse in payment or insurance
occur the Vendor will be notified that all work will be suspended and reassigned until the proper insurance has been submitted to
Company. Vendor shall give company a certificate of insurance at or prior to the commencement of the term hereof and thereafter new
certificates within ten (10) days prior to the expiration of each such existing policy. All such policies shall provide that they may not
be cancelled without at least ten (10) days prior written notice to the company.



General Liability: Vendor will be required to have $1,000,000 general aggregate limit and $1,000,000 per occurrence limit.
Errors & Omissions: Vendor will be required to have $1,000,000 general aggregate limit and $1,000,000 per occurrence
limit.
Workers Compensation: Policy shall include a waiver of subrogation against “MCG Venture Management, LLC and its
subsidiaries, directors, officers, employees, and agents.”
* If you do not have any employees, you must provide a waiver. This waiver can be found on your state’s government
website.
Background Check: Company may conduct a Background Check on the Vendor. Vendor agrees to a background check. Background
check shall consist of a review of criminal records and driving records for the past seven years in the cities and states of both residence
and employment. The results will be provided to Company per our request. Vendor agrees to notify Company immediately and cease
using an entity or person if their background check reveals any event or circumstance that may cause doubt upon or could have an
adverse impact on any entity’s or person’s ability to operate its business in a lawful, honest or prudent manner or perform services that
fully comply with all of the terms of this agreement.
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________
VENDOR DUTIES & RESPONSIBILITIES
Duties: Vendor shall perform preservation and/or inspection services, property repair services and/or other construction and property
rehabilitative services and/or other duties. Vendor agrees to own or have access to all computers, cell phones, scanners, digital
cameras, truck, equipment, tools, and supplies necessary and required to perform services under this Agreement.






Company shall provide Vendor with work orders and specific tasks that Vendor is to perform hereunder, and due dates by
which such tasks are to be completed.
All orders shall be completed and uploaded into a computer software program including all required photos and documents.
Vendor shall perform all services promptly and diligently in a workman like manner within the time requested.
All services will be performed in accordance with Company and Industry training, policies, guidelines, requirement, and
standards.
Vendor understands that time is of the essence in providing Company with the information, reports, services, invoices, and
photos regarding work orders.
Company makes no representations or guarantees to send any minimum number of work orders to Vendor.
Work Order Procedures: Vendor will be given a work order once company accepts the work order from the client. Work orders will
be sent out to Vendor through Property Preservation Wizard, (“PPW”) and will be the primary means of communication between
Company and Vendor. Vendors will be given a login and password and must check PPW daily. All work orders sent to Vendor are
considered accepted unless Vendor chooses to reject the order. Vendor must reject any work order in a timely manner (within 8 hours
of receiving new work order). Vendor has the right to reject work orders only if unable to complete by due date, approved bid work
was not the bid of the Vendor, or in case of emergency or vacation. Rejecting work orders must be done via an email or phone call to
Company Orders Department. Not performing a work order sent to Vendor does not constitute a rejected work order. Rejecting
multiple work orders may result in loss of future work given to Vendor. Accepted work must be completed per work order instructions
and due date. Overdue work orders may result in a limited continuation of work, or re-assignment of work and possible charge back.
Vendor must read work orders carefully and follow all procedures exactly as written, and according to Company and Industry training,
policies, guidelines, photo requirements, bid requirements, and all document and reporting requirements.. Vendor agrees that the
acceptance of a work order makes the Vendor fully responsible and liable for completing the work order according to instructions,
policies, procedures, guidelines, due dates, photo requirements, form documentation requirements, and bid requirements. Failure to do
so could result in charge back or non-payment. Any work performed outside of the work order must be approved by the Company. If
any work is performed outside of the work order and not approved, work will not be paid.
Performance Grade Card: Vendors will be scored for performance based on accuracy, on time, and communication. Unsatisfactory
performance may lead to probation or termination of employment. Probation may lead to a decrease of work orders. Company may
conduct mandatory training sessions and/or conference calls for Vendors on probation.
Photos: Vendor agrees to provide proper photos as described in Company’s training, guidelines, requirements, and policy manuals,
and according to specifications on work order. Failure to provide necessary photographs may result in delay, reduction, or nonpayment of work order. All Vendors will be required to upload photos, data, and documents to company.
Bids & Estimates: Vendors are required to provide bids according to Company, industry, and client criteria. This includes damage
reports, repair bids, and estimates for Company to report and submit to client. Vendor agrees to provide bids with specific
measurements, cause of damage, remedy of repair, debris removed, and list of materials, labor, and permits required. Vendor must
provide details of types of materials and ensure they are consistent with current materials and HOA/neighborhood requirements.
Failure to provide sufficient or thorough bids will make Vendor liable for any damages or future bids reported on such property.
Vendor can be held responsible to conduct such work at its own expense or receive chargebacks, or deduction of pay. Vendor states
that they are a professional in the industry and cannot reject providing bids required by the industry due to lack of expertise or capital.
Such refusal can make the Vendor liable for such unreported damages or repairs. Vendor agrees to provide bids in accordance to
Company, industry, and client standard pay rates. Excessively high bids are forbidden and can make the Vendor liable for termination.
Company does not hold the power to approve bids to Vendor. Only Company clients can approve bids to Company.
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________
SERVICE & PRICE AGREEMENT
Payment Standards: All services must be performed to HUD specifications, and the instructions on the work order must be followed
exactly as written. After satisfactory completion of the services requested, Company shall pay Vendor for the services rendered in
such amounts as the parties have agreed upon per payment standards and policies.






Work orders will have an allowable payout, standard payout, pre-determined payout, bid payout, or unknown approximate
payout known only after completion and submission to Client.
Contractor pay-out will be made after work order is completed, approved by company and client, and paid by client. Most
pay-outs are made in approximately 30-60 days depending on client.
Vendors will be required to pay $25 per month to pay for their monthly PPW user fee. This amount will be deducted from the
contractors pay at the first pay period of each month.
Unapproved work will not be paid
Contractors who are terminated from the Company or quit working for the Company will have 50% of their balance owed
held for 90 days for possible Client chargebacks, partial payments, or non-payments. Please refer to the Company
Chargeback Policy attached as “Addendum A”.
Payment disputes or appeals must be made within 90 days of completion of work order. All disputes must be made with
Company’s accounting department. Escalations will be made with a Company Operation’s Manager. Any undisputed or unappealed invoices over 90 days will not be liable for dispute or appeal and will be considered closed.
Charge Backs: Vendor will be made liable for any charge backs and/or non-payment, partial payment from Company clients due to
lateness, re-assignment of work order, incompletion of work order, negligence of work performed, missing bids or photos, etc. Please
refer to the Company Chargeback Policy attached as “Addendum A”. Vendor further understands and acknowledges that Company
may suffer significant damages in the event Vendor does not perform its duties hereunder in a timely manner as requested and ordered
by Company. In the event Vendor fails to complete any task assigned pursuant to this Agreement, Company may at its sole discretion
recover its damages from Vendor by offsetting such sums from future payments for work performed by Vendor prior to or subsequent
to Vendor’s breached work assignment. Company may also engage another qualified party to complete Vendor’s work order.
Damages or charge backs are such sums as may be withheld from Company by its clients or which the Company client requests and
receives reimbursement from Company, and/or any profit that Company was entitled to receive if the Vendor performed the work in
accordance with this Agreement. Damages may be offset by Company in the event that the Vendor breaches this Agreement, fails to
complete work within the required timeframes, fails to update work order notes, fails to submit complete documentation supporting
work completed in a timely manner, and/or fails to provide bids, photographs, dump fee receipts, and/or receipts evidencing work in a
timely manner. If Company engages a third party to complete Vendor’s uncompleted work, Company may withhold and offset from
Vendor’s future payments, the funds paid to said third party and any profit due to Company from client which is withheld by client
due to delay of completion of service.
Reimbursement: Except as otherwise agreed, Vendor shall not be entitled to any further reimbursement for any expenses incurred in
connection with performance of services by Vendor. Vendor shall pay any money owed to its employees, agents, servants,
subcontractors, representatives or material men or material suppliers with respect to work on any property assigned to Vendor
pursuant to this Agreement. Vendor shall be responsible for all costs incurred in connection with the performance of services
hereunder, and shall bear any loss of or damage to materials, vehicles, or other articles used or held for use in connection with said
services.
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________
SIGNING OF INDEPENDENT CONTRACTOR AGREEMENT
Indemnification Clause: Vendor agrees to save, defend and indemnify, and hold harmless Company, its principals, employees and
clients from any and all claims, damages, losses and actions resulting from or arising out of Vendor’s efforts to perform services for
Company, as may be caused by or which arises out of negligence on the part of Company, its principals, employees or clients. against
any and all claims of whatever nature arising from any act, omission or negligence by Vendor, or Vendor’s employees, agents
servants, representatives, or subcontractors, or arising from any accident, injury or damage whatsoever caused to any person or to the
property of any person, where such accident, damages, or injury results or is claimed to have resulted from an act, omission or
negligence on Vendor’s part or on the part of the Vendor’s employees, agents, servants, representatives, or subcontractors, or failure to
adhere to any applicable law, rule, or regulation of any governing body having jurisdiction over the work performed pursuant hereto,
or from any act, omission or default under any Vendor’s undertaking in this Agreement. This indemnity and hold harmless agreement
shall include indemnity against all costs, expenses, fines, liabilities and attorney’s fees in or in connection with any such claim or
proceedings brought thereon and the defense thereof.
Partial Invalidity: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
By signing this Agreement, Vendor agrees to all of the terms and conditions.
Contractor, by __________________________________Title______________________ Date _____________
Company, by ___________________________________Title______________________ Date _____________
Addendum “A”
CHARGE BACK POLICY
Charge backs will be applied to any invoice associated with a work order where there is a non-payment or chargeback from a
Company Client. A charge back may also apply to any work order which is late, requires additional processing due to inadequate
information provided from contractor, or re-assignment to another contractor. If a non-pay/charged back work order was already paid
to the Vendor, then the chargeback will be applied to next payment to the Vendor. Vendor will still be liable even if there is no money
still owed to the Vendor. All Vendors who are terminated or quit will have 50% of their balance held for 90 days for future
chargebacks from clients.
CHARGE BACK FEE SCHEDULE
Processing Fee: $15.00 Fee may apply when additional processing is required from Company Processors (missing work, documents,
reports, photos, bids, etc) or sent back into the field as a “follow up”. “Follow up” orders have 24 hours to be re-uploaded and
corrected.
Full Charge Back Fee: A Full Charge back fee will be the chargeback amount Company incurs from our client. This amount may
also include the loss incurred by Company and may be a larger amount than the amount on the contractors work order as the
contractors pay out.
Re-assignment Charge Back Fee: Company reserves the right to fully or partially charge back Vendor for work orders that must be
re-assigned to other contractors due to: lateness, incompleteness, incompetence, negligence or lack of communication.
Client Non-Payment: No payment will be made to Vendor when Company is not paid for a work order from client. This fee may also
include the Company Processing Fee or any additional loss Company has incurred.
Partial Charge Back Fee: A partial charge back fee will apply when the Company client discounts an invoiced work order due to
inadequate or non-standard photos, reports, documents, bids, lateness, etc. The Vendor will be charged for the non-payment amount
Company did not receive which is more than the amount on the Vendors work order. This fee may also include the Processing Fee or
any additional loss Company has incurred.
Late Order Penalty Fee: Company reserves the right to dock invoices for each day late up to 50% if there has not been acceptable
communication or reason why order is late. In the event a Vendor fails to return work timely, Vendor agrees to the following late
order penalty fee schedule:





If received back at after 1 day, there will be a 5% penalty
If received back at after 2 days, there will be a 10% penalty
If received back at after 3 days, there will be a 25% penalty
If received back at after 4 days, there will be a 40% penalty
If received back at after 5 days or more, there will be a 50% penalty
Contractor acknowledges and recognizes the terms of this agreement
Contractor Initial________