Contractor Membership & Commission Agreement

# CONTRACTOR MEMBERSHIP & COMMISSION AGREEMENT **Effective Date:** January 1, 2025 **Contract Duration:** 60 Days (Cancelable by written letter or email to contracts@americannationalconstruction.com) **Contractor Name:** _________________________________ **Contractor Initials:** _______ --- This Contractor Membership & Commission Agreement ("Agreement") is entered into between American National Construction ("ANC") and the contractor ("Contractor"). ## 1. MEMBERSHIP OVERVIEW This Agreement ("Agreement") is entered into by and between American National Construction ("ANC", "Company", "we", "us") and the undersigned Contractor ("Contractor", "you", "Builder") for participation in ANC's verified contractor network. ### Membership Tiers Contractor agrees to select one of the following membership tiers and pay the corresponding monthly recurring membership fee for continued access to ANC's lead generation network, contractor support, and referral opportunities: **STARTER TIER - $399/month** - 3-8 qualified project inquiries per month - Commission rate: 3-10% (negotiable on case-by-case basis) - Email support (24-48 hour response) - Basic platform features - Monthly performance reports **LAUNCH TIER - $599/month** - 5-10 qualified project inquiries per month - Commission rate: 3-10% (negotiable on case-by-case basis) - Priority email and phone support (12-24 hour response) - Enhanced profile visibility - Weekly performance reports - Marketing materials and templates **GROWTH TIER - $1,200/month** - 8-15 qualified project inquiries per month - Commission rate: 3-10% (negotiable on case-by-case basis) - Dedicated account manager - Featured contractor status - Real-time support - Advanced analytics and insights - Co-branded marketing materials **SCALE TIER - $1,500/month** - 15-20 qualified project inquiries per month - Commission rate: 3-10% (negotiable on case-by-case basis) - White-glove account management - Top placement in homeowner searches - 24/7 priority support - Custom marketing campaigns - Business development consulting **PREMIUM TIER - $2,000/month** - 20-30 qualified project inquiries per month - Commission rate: 3-10% (negotiable on case-by-case basis) - Premium white-glove service - Exclusive high-value project access - Dedicated success team - VIP support and priority routing - Advanced business intelligence - Strategic partnership opportunities **ELITE TIER - $3,000/month** - 30-50+ qualified project inquiries per month - Commission rate: 3-10% (negotiable on case-by-case basis) - Elite-level white-glove service - Premium exclusive project access - Full-service success team - 24/7 VIP concierge support - Custom business intelligence - Executive partnership opportunities ### What's Included - Access to verified construction leads - Project matching based on your specialties - Communication tools and platform access - Payment processing and escrow services - Ongoing support and dispute resolution - Marketing and reputation management - Business development resources --- ## 2. TERM AND CANCELLATION POLICY ### Contract Duration This Agreement is effective for **sixty (60) days** from the date of signing and **automatically renews** for successive 60-day terms. ### Cancellation Rights - Either party may cancel this agreement by providing written notice via letter or email - Written cancellation notice must be sent to: contracts@americannationalconstruction.com - Cancellation becomes effective at the end of the current 60-day term - Active projects must be completed before termination - Final payments and commissions processed after completion ### Automatic Renewal - Agreement automatically renews for successive 60-day terms unless cancelled - Same terms apply to renewal periods - No long-term commitment required ### Termination by ANC ANC reserves the right to terminate this Agreement immediately for: - Non-payment of membership fees or commissions - Fraudulent activity or misrepresentation - Material breach of agreement terms - Damage to ANC's reputation - Legal or regulatory violations --- ## 3. COMMISSION STRUCTURE Contractor agrees that ANC shall receive a commission on all referred jobs based on the selected membership tier and individual project negotiations. ### Commission Rates All membership tiers have commission rates ranging from **3-10%** on completed projects. The specific commission rate for each contractor is **negotiable on a case-by-case basis** and will be determined based on: - Project type and complexity - Project value and scope - Contractor experience and track record - Market conditions - Volume commitments - Strategic partnership considerations ### Commission Negotiation Process - Commission rates are discussed and agreed upon during onboarding - Rates may be adjusted based on performance and project volume - Special rates may be available for high-volume contractors - All commission agreements documented in writing - Rates reviewed periodically ### Commission Terms - All commissions are **due immediately** upon Contractor's receipt of payment from the client - Contractor shall provide **proof of payment to ANC within three (3) business days** - Contractor **authorizes ANC to charge or invoice commissions due** - Commission deducted automatically from payment processing ### Payment Dispute Waiver **IMPORTANT: By signing this agreement, Contractor expressly agrees and acknowledges that:** - Contractor **WAIVES ALL RIGHTS** to dispute, chargeback, or contest any commission payments to ANC - Contractor **CANNOT claim fraud, unauthorized charges, or any other dispute** regarding commission payments - All commission payments are **authorized, legitimate, and non-refundable** - Contractor **agrees not to file chargebacks** with credit card companies or banks for commission payments - Filing a chargeback or payment dispute will be considered a **material breach** of this Agreement - Contractor will be **immediately liable** for all disputed amounts plus penalties, legal fees, and collection costs - ANC may **immediately terminate** this Agreement and pursue legal action for any payment disputes - Contractor acknowledges that commission payments are **contractually agreed** and not subject to dispute ### What's Included in Commission - Lead generation and homeowner vetting - Platform access and communication tools - Payment processing and security - Escrow services (when applicable) - Customer support and dispute resolution - Marketing and reputation management --- ## 4. PROOF OF PAYMENT, AUDITS & LATE FEES ### Payment Documentation - Contractor **must submit proof of payment** for all ANC-referred projects - Documentation required within **three (3) business days** of receiving payment - Include invoice copies, payment receipts, and project completion confirmation ### Audit Rights - ANC **reserves the right to audit payment records** to ensure compliance - Contractor must provide access to relevant financial records upon request - Audits may be conducted as needed - All records must be maintained for **seven (7) years** ### Late Fees and Penalties - Failure to remit commissions on time will result in a **10% late fee per 30-day period** - Late fees compound monthly until paid in full - May result in **suspension or termination** of membership - ANC may pursue **legal recovery of unpaid commissions** - Contractor responsible for all collection costs and attorney fees --- ## 5. LEADS AND CLIENT RELATIONSHIPS ### Lead Provision - ANC provides **verified construction leads** to qualified contractors - Leads matched based on service area, specialties, and availability - Leads provided to help facilitate business opportunities ### Your Responsibilities - **Screen all leads** and assess project fit - Provide **accurate estimates** and timelines - **Manage client relationships** professionally - Respond to inquiries within **24 hours** - Maintain **professional communication** at all times ### Client Ownership - Contractor assumes **full responsibility** for client relationships - ANC is not a party to contracts between Contractor and homeowners - Contractor handles all project negotiations and agreements - Contractor responsible for project completion and satisfaction --- ## 6. ANC'S ROLE AND SERVICES ### Lead Provision Services ANC provides lead generation and initial homeowner contact to help contractors grow their business. ### ANC's Services **What ANC Provides:** - Lead generation and initial homeowner contact - Basic homeowner vetting and qualification - Initial appointment setting and scheduling - Platform access and communication tools - Basic project management support - Payment processing infrastructure ### Contractor's Responsibilities **Contractor is responsible for:** **Sales and Closing:** - Meeting with homeowners and presenting proposals - Providing detailed estimates and quotes - Negotiating contracts and terms - Closing deals and securing signed agreements - Following up with prospects - Converting leads into paying clients **Project Execution:** - All construction work and labor - Material procurement and management - Subcontractor coordination - Quality control and inspections - Timeline management - Budget management - Problem-solving and issue resolution **Client Management:** - Ongoing communication with homeowners - Managing expectations and concerns - Providing updates and progress reports - Handling change orders - Resolving disputes or complaints - Ensuring client satisfaction --- ## 7. TERMINATION ### Termination by Either Party - Either party may terminate with **written notice via letter or email** - Cancellation becomes effective at end of current 60-day term - Complete all active projects before termination - Final payments processed after completion ### Effect of Termination - Platform access removed at end of term - Outstanding commissions remain due - Confidentiality obligations continue - No refunds for unused membership time ### Termination for Cause ANC may immediately terminate for: - Non-payment of membership fees or commissions - Fraudulent activity or misrepresentation - Violation of agreement terms - Damage to ANC's reputation - Legal or regulatory violations --- ## 8. LIMITATION OF LIABILITY ### ANC's Limited Liability - ANC's total liability limited to membership fees paid in last 60 days - Not liable for lost profits, business, or opportunities - Not liable for indirect or consequential damages ### Warranty Disclaimer - Platform and leads provided "AS IS" - No warranties of any kind, express or implied - Use at your own risk --- ## 9. INDEMNIFICATION ### Contractor Indemnifies ANC Contractor agrees to indemnify, defend, and hold harmless ANC from: - Claims related to Contractor's work or services - Injuries or damages on project sites - Contract disputes with homeowners - Violations of laws or regulations - Intellectual property claims - Employment or labor claims --- ## 10. GOVERNING LAW AND DISPUTE RESOLUTION ### Governing Law - This Agreement governed by Texas law - Venue in Dallas County, Texas - Federal law applies where applicable ### Dispute Resolution Process 1. **Informal Resolution:** Contact ANC support first 2. **Mediation:** Good faith mediation attempt 3. **Binding Arbitration:** Per AAA Commercial Rules 4. **No Class Actions:** Individual basis only ### Arbitration Terms - Conducted in Dallas, Texas - Arbitrator's decision is final and binding - Each party pays own attorney fees unless arbitrator decides otherwise - Discovery limited to expedite process --- ## 11. GENERAL PROVISIONS ### Entire Agreement - This Agreement constitutes entire agreement - Supersedes all prior agreements and understandings - Modifications must be in writing and signed by both parties ### Severability - Invalid provisions severed from Agreement - Remainder remains in full force and effect ### No Waiver - Failure to enforce does not waive rights - Waiver must be in writing ### Assignment - Contractor may not assign without written consent - ANC may assign to affiliates or successors ### Force Majeure - Not liable for events beyond reasonable control - Includes natural disasters, war, pandemics, etc. - Obligations suspended during force majeure event ### Notices - All notices must be in writing - Sent to addresses on file - Email notices acceptable ### Independent Contractor - Contractor is independent contractor, not employee - Responsible for own taxes and insurance - No employment benefits provided ### Survival - Provisions survive termination as applicable - Including confidentiality, indemnification, and dispute resolution --- ## 12. ACKNOWLEDGMENTS By signing below, Contractor acknowledges and agrees: ✓ I have read and understand this entire Agreement ✓ I have had opportunity to consult with legal counsel ✓ **I understand this is a 60-day contract that can be cancelled by written letter or email** ✓ **I understand membership fees are due for the current 60-day term** ✓ **I understand commission rates are 3-10% and negotiable on a case-by-case basis** ✓ I understand ANC provides lead generation services ✓ I am responsible for sales, closing, and project execution ✓ I waive all rights to dispute commission payments ✓ I will not file chargebacks or payment disputes ✓ I agree to binding arbitration for disputes ✓ I understand this is a legally binding contract --- ## CONTACT INFORMATION **American National Construction** 2101 Commerce Street, Suite 420 Dallas, TX 75201 **Phone:** (214) 555-8472 **Email:** contracts@americannationalconstruction.com **Website:** www.AmericanNationalConstruction.com **Support Hours:** Monday-Friday, 8:00 AM - 6:00 PM CST **Emergency Support:** (214) 555-8473 (24/7) --- **This is a legally binding agreement. By signing below, you agree to all terms and conditions outlined in this document.** --- **EXECUTED BY:** **American National Construction** Signature: Adam Zeid Name: Adam Zeid Title: CEO, American National Construction Date: January 1, 2025 **Contractor:** _________________________________ Signature _________________________________ Printed Name _________________________________ Date