Craftsman Painter, Inc.

Independent Contractor Agreement

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This Independent Contractor Agreement ("Agreement") governs the business relationship between Craftsman Painter, Inc. ("Company," "we," "us," or "our") and you, the independent painting contractor ("Contractor" or "you").

By accepting a Work Order from us, you agree to be bound by all terms and conditions of this Agreement.

1. Independent Contractor Status

You are an independent contractor, not an employee, partner, or agent of the Company.

• 1.1. Control: You have sole control over the "means and methods" of your work. We are concerned only with the final result.
• 1.2. Taxes: You are solely responsible for paying all your own taxes (income, self-employment, etc.). We will not withhold any taxes and will report your payments on IRS Form 1099-NEC.
• 1.3. Tools, Equipment & Sundries: You must provide all your own labor, tools (e.g., brushes, rollers, sprayers, ladders), vehicles, and equipment necessary to perform the work. You are also responsible for procuring and paying for all sundry materials required for the project, including but not limited to, tape, plastic, masking paper, caulk, spackle, and sandpaper. The Company's provision of paint is addressed in Section 3.
• 1.4. No Benefits: You are not eligible for any Company employee benefits, including health insurance, retirement, or paid leave.

2. Work Orders and Scope of Work

This Agreement is a master agreement. The specific details of each project (e.g., location, scope, and compensation) will be defined in a separate "Work Order" issued by us and accepted by you. Each Work Order is governed by the terms of this Agreement.

3. Compensation and Payment

We will pay you the fee specified in each accepted Work Order based on the following structure.

• 3.1. Compensation Basis: Your compensation is calculated based on the total price of the project as sold to the customer ("Total Sale"), excluding sales tax.
• 3.2. The Split: Your share of the Total Sale is determined by the source of the lead:
  • Standard Split (Company-Generated Lead): For projects where the Company provides the lead, you will be credited with seventy percent (70%) of the Total Sale. The Company will retain thirty percent (30%).
  • Self-Generated Lead Split: If you refer a new potential customer ("Lead") to the Company and we successfully close the sale, you will be credited with eighty-five percent (85%) of the Total Sale. This effectively adds a 15% Lead Generation commission to your standard pay. The Company will retain fifteen percent (15%).
• 3.3. Material Deductions: You are solely responsible for the cost of all paint, coatings, and sundry materials (supplies) required to complete the project. The cost of these materials will be deducted from your calculated share (either 70% or 85%).
• 3.4. Payment Calculation: Upon satisfactory completion of the Work Order and receipt of full and final payment from the customer, your final net compensation will be calculated as follows:
  • (Total Sale × Applicable Split %) – (Cost of Paint & Supplies) = Net Payment to Contractor
  • The Company will provide a "Settlement Statement" detailing this calculation.
• 3.5. Payment Timing: We will pay valid, undisputed settlements within fifteen (15) business days of our receipt of the full and final payment from the customer.
• 3.6. Optional Progress Payments: The Company may, at its sole discretion, elect to make one or more progress payments (or "draws") to the Contractor for work completed. Any such progress payments are an advance on the total compensation and will be deducted from the final Net Payment.
• 3.7. Marketing Reinvestment: To support the continued growth of your business area, the Company commits to reallocating a minimum of five percent (5%) of the Total Sale into a dedicated marketing budget for your specific territory. This amount is funded entirely from the Company’s retained fee and is not deducted from your compensation.

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4. Work Standards and Quality

You agree to perform all work in a professional, workmanlike manner, free of defects, and in accordance with the highest industry standards.

• 4.1. Quality Standard: The result of your work must comply with the Painting Contractors Association (PCA) standards and the Craftsman Painter Standard & Oath (CPSO), which will be provided to you.
• 4.2. Right to Inspect: We have the right to inspect the completed work to ensure it meets the Quality Standard. If work is non-conforming, you must promptly correct the deficiency at your own expense.

5. Insurance (Critical Requirement)

You agree to procure and maintain the following insurance at your own expense:

• 5.1. Commercial General Liability (CGL): With limits not less than $1,000,000 per occurrence.
• 5.2. Workers' Compensation: As required by Indiana state law. If you are legally exempt, you must provide a valid exemption certificate.
• 5.3. Commercial Auto Liability: With a limit not less than $500,000, covering all vehicles you use for work.

Your CGL and Auto policies must name Craftsman Painter, Inc. as an Additional Insured. Your Workers' Compensation policy must include a Waiver of Subrogation in our favor. You must provide a Certificate of Insurance (COI) proving this coverage before starting any work.

6. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Craftsman Painter, Inc., its owners, and agents from any and all claims, losses, damages, liabilities, and expenses (including attorneys' fees) arising from your work, your negligence, your breach of this Agreement, or any injury or property damage caused by you or your operations.

7. Limited Brand License

We grant you a non-exclusive, non-transferable, royalty-free license to use the "Craftsman Painter" name and logos ("Brand Assets") solely for the purpose of performing work under an active Work Order (e.g., on uniforms or a vehicle magnet while on our job site).

• 7.1. Use Restriction: You may not use the Brand Assets to market or solicit your own separate business.
• 7.2. Entity Name Restriction: You may not register or operate a legal business name that includes "Craftsman Painter" or any confusingly similar name.
• 7.3. Termination: This license terminates immediately when this Agreement is terminated.

8. Optional Tools and Accounts

• 8.1. Google Workspace: We may offer you access to a Company Google Workspace account (e.g., Gmail, Google Chat) as an optional convenience for communication. You are not required to use it.8.2. Company Store Accounts: To facilitate the project and allow you to leverage the Company's volume pricing, you are authorized to use the Company’s trade accounts (e.g., Sherwin Williams) to purchase materials.
  
  • Authorized Purchases: You may charge necessary paint, coatings, and sundry supplies (e.g., tape, plastic, caulk) directly related to the Work Order to these accounts.
  • Deduction: All costs charged to Company accounts will be recorded and deducted from your compensation as outlined in Section 3.3.
  • Prohibitions: You are strictly prohibited from charging permanent tools (e.g., sprayers, ladders, brushes) or personal items to the Company's account.
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9. Confidentiality and Non-Solicitation

• 9.1. Confidentiality: You agree to keep our customer lists, pricing, and business methods confidential.
• 9.2. Non-Solicitation: For one (1) year after this Agreement ends, you agree not to solicit or perform painting services for any customer you were assigned to work for under a Work Order.

10. Term and Termination

This Agreement is "at-will." Either party may terminate this Agreement at any time, for any reason, with ten (10) days' written notice. We may terminate this Agreement immediately for a material breach, such as a failure to maintain insurance.

11. General Provisions

• 11.1. Governing Law: This Agreement is governed by the laws of the State of Indiana.
• 11.2. Dispute Resolution: Any dispute will first be submitted to good-faith mediation. If mediation fails, the dispute will be settled by binding arbitration in Indiana.
• 11.3. Severability: If any part of this Agreement is found to be invalid, the rest of the Agreement remains in effect.
• 11.4. Entire Agreement: This Agreement, along with its Work Orders, is the entire agreement between us and supersedes all prior communications.