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Master Services Agreement

MASTER CONTRACT FOR SERVICES

This agreement is entered into as of date of signature in the attached Organization Project Summary by and between the identified client within the attached Organization Project Summary herein referred to as (“Client”/”You”) with its principal place of business located at address and email in attached Organization Project Summary

and

Room Redefined, LLC, a Colorado limited liability company (“Company”/”We”/”Us”), with its principal place of business located at 3600 S. Narcissus, Denver, CO 80237 (email: erin@roomredefined.com). Each is referred to herein, individually, as a “Party” and, collectively, as “the Parties”.

Client and Company agree to the following:

1. Services

Once signed, this contract takes effect immediately. It will end on that date which is three (3) years after the date on which the last Party signs this Agreement and may be extended or modified from time to time upon the agreement of the parties.

You are hiring Us to provide on premises organizing, downsizing, relocation, and estate liquidation services including, but not limited to: inventory, organization, sale, and disposal of personal property (“Property”), and such other services all as more specifically set forth and governed by any and all Scope of Work Agreements/Proposals/Estimates entered into between the Parties from time to time, as amended (the “Services”).

All Scope of Work Agreements, if any, are incorporated herein by reference. In the event of a conflict between the terms of the Scope of Work and this Agreement, the terms of this Agreement shall govern.

Quick Look: Services

This is an umbrella contract that applies to all the services in any estimate we provide you.

You have up to three years to continue using our services under these terms.

This covers services spelled out in any proposal we write for you, at specific addresses.

Time of Performance. We shall provide the Services to You. You will provide Us with a reasonable amount of time in which You wish Us to complete the work defined in each Scope of Work (the “Project”) and We shall immediately notify You if We are unable to complete the Project within the requested time frame. Upon request, Company shall provide the Client with an estimate of time necessary to complete the requested Project. Company reserves the right to revise its original estimate(s), without notice and by up to 10%, in the event that significant changes or additions are made to the requirements, work scope, condition of Premises, or other key elements of the Project. If significant changes or additions are made by client that exceed 10% changes to the estimated fee/cost, including decreased costs, Company may require that You sign a new estimate/proposal with new fees or may terminate this Agreement, at its own discretion. It shall not be a material breach of this Agreement for Company to pause or abandon duties under this Agreement in the case of a change exceeding 10% of fees/costs.

Termination. We are committed to conducting business with integrity and we choose to partner with organizations and individuals who operate under principles in line with those of Company. Either party may choose to terminate this contract at any time and for any reason. Notice of termination must be provided in writing, sent first class mail, postage prepaid, to the addresses first indicated above. In the event of termination, We will be entitled to be compensated by You for any services performed or expenses incurred through the date of termination, whether provided for a Project that is complete or partially complete. Client will also pay Company for any work reasonably necessary to wind up Projects in development at the time of termination. Current rates are subject to change, with notice, and are reflected in Exhibit A, incorporated herein by reference.

Valuation. Company acknowledges that the acceptable sales price for any Property will be set at the sole discretion of Company and that Company attempts to obtain market value for all Property. Client may, at its own expense, obtain independent valuation of items from an experienced appraiser familiar with items fitting the same description.

Quick Look: Values

We do our best to appropriately value property you want us to sell.

Your requests may impact overall charges.

Changes to Services. Client acknowledges and agrees that unreasonable demands and expectations can have serious impacts to Company’s ability to provide Services, and the overall budget agreed upon between the parties in a Scope of Work. Unreasonable changes include, by way of example only, and are not limited to: last minute changes to inventory and pricing, changes to the scheduled times for Services, failure to complete homework, and failure to identify all areas in a home to be downsized. Company agrees to immediately notify Client if it receives unreasonable changes to the Scope of Work from Client, along with a revised estimate of costs and fees necessary to incorporate the proposed changes into the Scope of Work. Client agrees to either abandon the request for unreasonable changes or agree to the revised estimate of costs within 48 hours of receiving said notice.

2. Independent Contractor Relationship

Company, its agents, employees, and representatives, shall remain independent contractors and nothing in this Agreement is intended to, or shall be construed to create a partnership, agency, joint venture, or employment relationship between the Parties. Notwithstanding the foregoing, Client agrees that Company may act as and hold itself out as Client’s agent for the purposes of negotiating and accepting payment for or disposing of the Property. Further, in connection with this independent contractor relationship, the Parties agree that Client will not require Company to work exclusively for Client; pay a salary—rather, Company will furnish invoices to Client; provide tools or benefits to Company; dictate the time of performance (aside from deliverables schedules); or require that Company perform services at the business location of Client.

Quick Look: Worker Status and Oversight

We are independent contractors, not an employee.

You agree to be a participant in the process.

You are responsible for pointing out and protecting heirlooms, collectibles, valuable documents, and confidential information.

3. Assistance from Client

Client understands and agrees that home organization, downsizing and relocation is a collaborative process. Client will make best efforts to be available for consultation at all times that We are on Premises working. This is particularly important for any work on heirlooms, collectibles, or written records. You specifically agree that Company will not be held liable for any decisions or actions to discard goods or materials subject to a general instruction from You. For example, You will not hold us responsible if You instruct us to “get rid of everything in here” and it is later determined that important or valuable items were discarded.

If You are providing organizing, storage, or moving products, all products must be available for use at the Premises prior to the first date of work.

If Your belongings contain confidential or privileged information or medical data, it is your responsibility to identify such items to Us. You specifically waive any damages and agree to hold us harmless for any losses, claims, or damages related to the loss or disclosure of confidential or sensitive information, or valuable or sentimental items, as long as those losses, claims or damages are not as a result of Our intentional or with grossly negligent actions or omissions.

4. Representations and Warranties

Company represents and warrants that:

(i) It will perform the Services in a competent and professional manner in accordance with the highest applicable professional standards;

(ii) It has and will maintain any licensures or permits necessary to provide the Services anticipated under this Agreement;

(iii) Company makes no representation or warranty regarding its expertise regarding the provenance, marketability, authenticity, value, or other details related to the Property that is the subject of this Agreement; or the accuracy, legality, or sufficiency of the compensation, if any, to be received for the sale of Property under this Agreement;

(iv) Company shall maintain reasonable records of all sales, to be provided to the client upon reasonable notice;

(v) Company shall timely pay any and all state and local taxes incurred as a result of sales of the Property; and

(vi) The undersigned is duly authorized to execute this Agreement on behalf of Company.

Client represents and warrants that:

(i) All Property provided to Company under this Agreement and subject to the Company’s Services, whether specifically enumerated herein or not, shall be the sole property of the Client and that no third party shall have a lien, security interest, competing interest, future interest, inchoate interest, license to use, or other interest that would prevent transfer of all right, title and interest to the Property under this Agreement;

(ii) Client is not aware of any actual, threatened, or potential claims, choses in action, foreclosure rights, quiet title, or other legal or equitable claims by which third parties intend to or may assert rights to Property to be sold or discarded of under this Agreement. Any known or reasonably suspected claims against the title of any of the Property has been disclosed to the Company in writing;

(iii) The undersigned is duly authorized to execute this Agreement on behalf of the Client;

(iv) Client shall provide Company with accurate and true information regarding the known provenance and authenticity of all Property;

(v) At all times for which Company is providing Services under this Agreement, Company, and its employees, representatives, agents, independent contractors, and other service providers shall be considered invitees to premises on which the Property is physically located, as contemplated by Colorado law;

(vi) Client represents and warrants that it shall have authority to invite Company onto Premises without breaching the possessory rights of third parties; and

(vii) Client shall have and maintain homeowners’ insurance in an amount sufficient to cover any risk of loss that may arise with Company’s performance of the Services during the term of any Project arising under this Agreement.

Quick Look: Important Promises

We promise to be professional and licensed.

We are not experts in valuation, but we will keep records of sales we make for you.

We’ll pay our taxes.

We are able to enter this contract with you.

You promise us:

Any property that you want us to sell, donate, dispose of or organize shall be entirely yours. It is not collateral and no one is suing you for possession.

You will be truthful about the origin and value of property.

You are inviting us onto real property you are entitled to bring us to.

You are covered by insurance in case we’re injured.

You can enter this contract with us.

5. Indemnification

Client and Company each agree to indemnify, hold harmless, and defend the other, its agents, representatives and employees from and against any and all claims, actions, proceedings, damages, liability, judgments, costs or losses of any kind, arising out of the performance of this agreement or out of breach of representations and warranties set forth in this Agreement, including but not limited to those related to personal injury, delivery of counterfeit products, theft, or conversion; including costs, interest, and reasonable attorneys’ fees. Notwithstanding the above, the Indemnifying Party will not be liable for indirect, special or consequential damages of any Indemnified Party or their indemnitee or customer including, but not limited to, lost profits and damage to goodwill or brand; Indemnifying Party will not indemnify for damages and expenses caused in material part by the negligent or willful act or omission of an Indemnified Party; and upon its undertaking of the defense and indemnity of an Indemnified Party, Indemnifying Party will have the right to control such defense in all material respects. This clause shall apply only in the case of claims, actions, or proceedings brought by third parties.

6. Safety of Premises and Personnel

You agree to provide Us with a safe work environment and will use best efforts to clear the area of any environmental or other hazards. You agree that You will include all information regarding hazards to Us prior to our first arrival at the property, including mold, waste materials, vermin, insects, or excessive cleaning needs. We have worked in all environments and our intention is not to shame You, but to get you the best estimate possible and protect Our workers.

We respect the safety and health of our clients and staff. All of Our organizers are required to be fully vaccinated and to abide by local orders and laws regarding face masks when working with clients. Should one of Our employees or contractors show COVID symptoms, they will pause working until they have a negative test, and symptoms have resolved. We ask that clients also notify us immediately if they develop COVID related symptoms until testing can take place. We will then resume work as soon as it is determined safe to do so. We reserve the right to stop working in any environment that we feel is unsafe for health reasons. If you would prefer that all workers use face masks, please advise us and we will do our best to cooperate with your request.

Quick Look: Injuries To Third Parties & Safety

If a 3rd party sues us because of a promise you broke or your actions, you will take full responsibility.

We promise the same to you.

You will provide us a safe work environment and let us know if there is anything unsafe to know about before we arrive.

Our workers follow COVID safety protocols.

7. Fees

Client agrees to pay Company according to the details of each Scope of Work.

Billable hours relating to a project include, but are not limited on-site Services, research regarding valuation, time posting and delivering sales items, meetings with additional service providers, delivering items to dumps, recycling or sales destinations, and phone and email correspondence.

Client shall pay an hourly fee, billed in increments of .25 hours, to the Company at the rate set forth in the menu of fees attached hereto and incorporated by reference (Exhibit A). Such fees are subject to change, with notice, upon the discretion of Company.

An $85 fee will be applied to all missed appointments or cancellations not received 24 hours in advance. Sessions scheduled for times in which your local school board has issued school closings will be rescheduled at no charge.

8. Expenses

Project-related expenses will be billed to Client as an additional expense to fees set forth in the Project’s Scope of Work/Proposal/Estimate. Expenses may include, but are not limited to, stock photos, equipment and prop rental, labor from third parties, repair and cleaning services, removal services, travel exceeding 20 miles, disposal bin rental, recycling and disposal fees, postage, and printing. Company acknowledges that Client will be consulted in advance prior to Company incurring expenses.

Quick Look: Billing

You will pay your bills on time.

We bill an hourly rate for all our time.

If you cancel without 24 hour notice or miss an appointment there is an $85 fee.

You’ll reimburse our expenses on your behalf.

Any unpaid invoices will accrue interest at 1.5% per month.

We will only be responsible to you for repayment of fees you’ve paid us under this agreement. And you’ll only be responsible for unpaid fees.

We will try to mediate any disputes, first.

If we go to court, the losing party will pay the winning party’s attorneys fees.

9. Payment

Within ten (10) days of the completion of any Project hereunder, Company will provide Client with an itemized invoice indicating the fees and expenses incurred and the income received from all sales of the Property.

All remaining balances and invoices shall be due immediately. All outstanding balances will incur interest at 1.5% per month, compounded monthly.

10. Limitation on Damages

THE PARTIES AGREE THAT NEITHER PARTY’S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL EXCEED (I) AS TO US, THE FEES PAID OR TO BE PAID BY YOU PURSUANT TO AN APPLICABLE PROPOSAL UNDER THIS AGREEMENT, AND (II) AS TO YOU, THE TOTAL FEES DUE AND PAYABLE UNDER THE APPLICABLE PROPOSAL BUT REMAINING UNPAID. EXCEPT FOR THOSE LIABILITIES ARISING AS A RESULT OF A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY.

11. Mediation and Attorneys’ Fees

If a dispute arises under this Agreement or related to Services, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. In the event that a mediator is not agreed upon within written 10 days’ notice, the complaining party may provide the other party with a list of three acceptable mediators. The other party shall select one mediator from the list within three (3) days, or the complaining party may select the mediator to be used in its own discretion. The parties will share the costs of the mediator equally. Each party shall be responsible for its own attorney’s fees and additional costs in mediation. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it may be referred to determination by a court of competent jurisdiction.

In the event that either Party institutes any action or proceeding to enforce this agreement, after all mediation requirements have been fulfilled, for damages arising from any alleged breach of this Agreement, for a declaration of rights hereunder, or for collection of fees due, the substantially winning Party shall be entitled to receive from the substantially losing Party all its reasonable costs, fees, and expenses, including reasonable attorneys’ fees and expert witness fees.

12. General Provisions.

Quick Look: General Terms

Colorado law will apply. Any court case will be heard in Denver.

This is the entire agreement, including proposals. We can agree to change terms in writing only.

You have a chance to have your lawyer review this contract.

We’ll both sign any further documents that are needed to give meaning to our agreements.

Additional general terms apply that are not spelled out in this summary.

Successors. This Agreement shall be binding upon the Parties, and their respective heirs, representatives, executors, administrators, successors, insurers, directors, parents, subsidiaries, and assigns, and shall inure to the benefit of each and all of the Parties, and to their heirs, representatives, executors, administrators, successors, and assignees. No person or entity other than the Parties hereto and those parties claiming interest pursuant to this Section (Successors), shall have the right to rely on the representations and warranties contained herein. Waiver; Amendment; Modification. No term or provision hereof will be considered waived by the Company, and no breach excused by Company, unless such waiver or consent is in writing signed by Company. The waiver by Company of, or consent by Company to, a breach of any provision of this Agreement by Contractor, shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by Company. This Agreement may only be modified by the written agreement of the parties. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Review by Counsel. The Parties acknowledge that each has had an opportunity to have this Agreement reviewed by counsel of its own choosing and that the terms hereunder have been negotiated. No term of this agreement shall be interpreted more strictly against one party than the other. Further Assurances. The Parties agree to do all things and sign such additional documents as may be reasonably necessary to give effect to the agreements found herein. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. Survival. The definitions contained in this Agreement and the rights and obligations contained in Sections 4, 5, 10, 11, and 12 will survive any termination or expiration of this Agreement.

12. General Provisions.

Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Colorado, without regard to conflict of laws principals. The parties agree that all disputes between them relating directly or indirectly to this Agreement and/or the Services shall be brought in the courts of the State of Colorado, City and County of Denver, or, if it has or can acquire jurisdiction, the United States District Court for the District of Colorado. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive any objection thereto based on inconvenience of forum. Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. Successors. This Agreement shall be binding upon the Parties, and their respective heirs, representatives, executors, administrators, successors, insurers, directors, parents, subsidiaries, and assigns, and shall inure to the benefit of each and all of the Parties, and to their heirs, representatives, executors, administrators, successors, and assignees. No person or entity other than the Parties hereto and those parties claiming interest pursuant to this Section (Successors), shall have the right to rely on the representations and warranties contained herein. Waiver; Amendment; Modification. No term or provision hereof will be considered waived by the Company, and no breach excused by Company, unless such waiver or consent is in writing signed by Company. The waiver by Company of, or consent by Company to, a breach of any provision of this Agreement by Contractor, shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by Company. This Agreement may only be modified by the written agreement of the parties. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Review by Counsel. The Parties acknowledge that each has had an opportunity to have this Agreement reviewed by counsel of its own choosing and that the terms hereunder have been negotiated. No term of this agreement shall be interpreted more strictly against one party than the other. Further Assurances. The Parties agree to do all things and sign such additional documents as may be reasonably necessary to give effect to the agreements found herein. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. Survival. The definitions contained in this Agreement and the rights and obligations contained in Sections 4, 5, 10, 11, and 12 will survive any termination or expiration of this Agreement.

Quick Look: General Terms

Colorado law will apply. Any court case will be heard in Denver.

This is the entire agreement, including proposals. We can agree to change terms in writing only.

You have a chance to have your lawyer review this contract.

We’ll both sign any further documents that are needed to give meaning to our agreements.

Additional general terms apply that are not spelled out in this summary.