A. Ohio Statewide is a Company which
provides loan closing services for banks, title companies, mortgages
companies, and other similar institutions. B. The Independent Contractor
represents that he, she or it is skilled and experienced in such loan
closings. C. Ohio Statewide desires that the Independent Contractor
perform closing services for it in the territory and on the terms and
conditions set forth in this Agreement; and the Independent Contractor
desires to perform such closing services for Ohio Statewide in the
territory and on the terms and conditions set forth in this Agreement.
1.1 Appointment of
Independent Contractor. Ohio Statewide grants to the Independent
Contractor, on the terms and conditions set forth in this Agreement, the
right to perform closing services on the behalf of Ohio Statewide.
Services Provided. The Independent Contractor will reasonably perform the
closing services described in the attached Exhibit A ("Closing
1.3 Facilities. The Independent Contractor shall maintain
such facilities, supplies, vehicles, and other items that are necessary
and reasonable to adequately perform the Independent Contractor's
obligations under the terms of this Agreement. Ohio Statewide shall have
no obligation to reimburse the Independent Contractor for any expenses the
Independent Contractor incurs. 1.4 Reservations of Rights. Ohio Statewide
reserves the right to send other Independent Contractors or its personnel
to any place to assist in any closing, or to handle any other transaction
relating to its business.
2. Customer Relations.
2.1 Inquiries. The
Independent Contractor shall not make any representations or warranty with
respect to any of the closing documents. The Independent Contractor shall
properly transmit any inquiries relating to the closing documents to Ohio
Statewide in the manner prescribed by Ohio Statewide.
3.1 Amount. Ohio Statewide shall
pay to the Independent Contractor fees agreed upon prior to each
individual closing; however, Ohio Statewide's obligation to pay fees shall
be subject to all of the terms and conditions contained in the Agreement.
3.2 Payment. Fees earned and due and payable to the Independent Contractor
shall be paid by check by the last day of the following month from the
date of service.
4.1 Initial Term and Renewal.
Unless earlier terminated as provided in this Section 4, this Agreement
shall continue until (one year from this day), and shall continue automatically thereafter
for successive one year periods.
4.2 Notice of Termination. This Agreement
may be terminated by either party upon giving the other party not less
than thirty days prior written notice of termination.
4.3 Immediate Termination. This Agreement may be terminated by Ohio Statewide with
immediate effect and without prior notice or recourse to any judicial
authority if the Independent Contractor:
4.3.1 Breach. Breaches the terms
of this Agreement.
4.3.2 Insolvency. Becomes insolvent, subject to a
petition in bankruptcy filed by or against the Independent Contractor, or
is placed under control of a receiver, liquidator, or committee of
4.3.3 Assignment. Assigns or attempts to assign this Agreement
without Ohio Statewide's prior written consent.
4.3.4 Succession of Business. Ceases to function as an Independent Contractor.
4.4 Fees. If
this Agreement is terminated, Ohio Statewide will pay the Independent
Contractor in accordance with the provisions of Section 3 of this
Agreement for all amounts earned before the effective date of the
4.5 Other Payments. The parties to this Agreement expressly
agree, that with the exception of those payments provided for in Section
4.4, no indemnity or termination benefits will be due or payable to the
Independent Contractor on termination of this Agreement, and the
Independent Contractor expressly waives the application of any law,
statute, collective contracts, or custom to the contrary.
The Independent Contractor shall not sign up as a vendor/closer with any
of Ohio Statewide's clients unless Ohio Statewide has given prior approval
in writing to the Independent Contractor.
5. Use of Trade name. The Independent
Contractor shall not have the authority to use Ohio Statewide's name in
any manner whatsoever, except as expressly authorized in writing by Ohio
6. Confidential Information. The
Independent Contractor agrees to safeguard as confidential all information
that it obtains in any form, from Ohio Statewide and will not permit its
use in any way that would be detrimental to Ohio Statewide. The
Independent Contractor shall surrender all financial data and closing
documents supplied to the Independent Contractor, either on request or on
the cancellation or termination of this Agreement, and shall not retain
any copies or memoranda of that information in any form, and shall not
communicate the confidential information to others.
7. Relationship of Parties.
Contractor not an Agent, Employee or Servant. This Agreement does not
constitute the Independent Contractor as the agent or legal representative
of Ohio Statewide, and Ohio Statewide shall not be responsible in any way
for any obligation or liability incurred or assumed by the Independent
Contractor. The Independent Contractor is now, and will continue to be, an
independent merchant or enterprise within the meaning and requirement of
any laws or customs. The Independent Contractor shall not be deemed in any
event to be the employee or servant of Ohio Statewide. Nothing contained
in this Agreement shall be deemed to authorize the Independent Contractor
as a person on whom service or summons may be made on behalf of Ohio
7.2 Employment Taxes. The Independent Contractor shall not be
treated as an employee with respect to the services performed hereunder
for federal or state tax purposes. No federal, state, or local income tax
or payroll tax of any kind shall be withheld or paid by Ohio Statewide on
behalf of the Independent Contractor or any employee of the Independent
7.3 Income and Self Employment Tax. The Independent Contractor
understands that the Independent Contractor is responsible to pay,
according to law, the Independent Contractor's income taxes. If the
Independent Contractor is not a corporation, the Independent Contractor
further understands that the Independent Contractor may be liable for self
employment (Social Security) tax, to be paid by the Independent Contractor
according to law.
7.4 Fringe Benefits. Because the Independent Contractor
is engaged in the Independent Contractor's own independent business, the
Independent Contractor is not eligible for, and shall not participate in,
any pension, health, or other fringe benefit plan of Ohio Statewide.
Workers Compensation. No Workers Compensation insurance shall be obtained
by Ohio Statewide concerning the Independent Contractor or the employees
of the Independent Contractor. The Independent Contractor shall comply
with all applicable Workers Compensation laws concerning the Independent
Contractor and the employees of the Independent Contractor.
8. Miscellaneous Provisions.
8.1 Binding Affect. The provisions of this Agreement shall be binding upon and inure
to the benefit of the heirs, personal representatives, successors, and
assigns of the parties.
8.2 Notice. Any notice or other communication
required or permitted to be given under this Agreement shall be in writing
and shall be mailed by certified mail, return receipt requested, postage
prepaid, addressed to the parties at the following addresses:
126 North Court St Medina, Ohio 44256
All notices and other communications shall be deemed to be given at the
expiration of three (3) days after the date of mailing.
The address of a party to which notices and other communications
shall be mailed may be changed from time to time by giving written notice
to the other party.
8.3 Litigation Expense.
In the event
of a default under this Agreement, the defaulting party shall
reimburse the non-defaulting party for all costs and expenses reasonably
incurred by the non-defaulting party in connection with the default,
including without limitation attorney's fees.
Additionally, in the event of any suits or actions filed to enforce
this Agreement or with respect to this Agreement the prevailing party or
parties shall be reimbursed by the other party for all costs and expenses
incurred with the suit or action, including without limitation reasonable
attorney's fees at the trial level and on appeal.
No waiver of any provision of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver.
No waiver shall be binding unless executed in writing by the party
making the waiver.
This Agreement shall be governed by and shall be construed in
accordance with the laws of the state of Ohio.
8.6 Entire Agreement.
This Agreement constitutes the entire Agreement between the parties
pertaining to its subject matter, and it supersedes all prior
contemporaneous, representations, and understandings of the parties.
No supplement, modification, or amendment of this Agreement shall
be binding unless executed in writing by all of the parties.