Provider Agreement

This Contract for Services (the “Contract”) is made effective as of the signing date, by and between Dorvie, Inc. of 2519 Connecticut Avenue N.W., Washington, D.C. 20008 (the "Recipient"), and your company (the "Provider"), collectively “the Parties.”

1. DESCRIPTION OF SERVICES. Beginning the effective date, the Provider will offer to Dorvie’s clients services, which include one or more of the following (“Services”):
   

• Lawn care services
• Snow removal services
• Residential cleaning services
• Laundry services
• Prepared meal delivery services
• Preventative home maintenance services
• Grocery delivery services
• Other tasks as requested by Dorvie

2. MOST FAVORED CUSTOMER.If the Provider provides similar Services under reasonably similar circumstances to another customer with more favorable terms including but not limited to more favorable pricing than the prices and other terms mutually agreed to by the parties in this Contract, such more favorable prices and other terms shall be extended to the Recipient and will be automatically substituted for the pricing set forth. Upon the Recipient’s request, the Provider will provide written certification of the Provider’s compliance with this Section to the Recipient no more than on a bi-annual basis.

3. PAYMENT. The Recipient agrees to pay the Provider as follows:

• For each new client signed onto the Dorvie service platform, the Recipient shall pay the Provider the equivalent amount to cover the desired service. The Provider agrees to send an itemized invoice to the Recipient. Payments are preferred to be made via ACH to the maximum extent practicable, with the Provider acknowledging that 3-5 business days is standard processing time for payments made via ACH. In the event that ACH is not an option, the Recipient shall pay invoices via credit card.

• In addition to any other right or remedy provided by law, if the Recipient fails to pay for the Services when due, the Provider has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.

• Pricing is agreed upon prior to the start of the term and will require 60 days’ notice from the Provider prior to changes in order to allow the Recipient time to inform their clients.

4. TERM. This Contract may be terminated by either party upon 30 days' prior written notice to the other party. An email notice by one party will suffice.

5. CONFIDENTIALITY. The Provider and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Recipient, to include prices quoted for services. The Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the Recipient of these confidentiality obligations which allows the Provider to disclose the Recipient's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Contract, the Provider will return to the Recipient all records, notes, documentation, and other items that were used, created, or controlled by the Provider during the term of this Contract.

6. INDEMNIFICATION. Each Party agrees to protect, indemnify, defend, and hold harmless the other and the other’s directors, officers, employees and agents from and against all claims, demands, actions, judgments, fines, penalties, liabilities, losses, settlements, taxes, damages, injuries, costs and expenses (including, without limitation, attorneys’ fees and all other fees and costs incurred in investigating or defending any claim or action) which may be asserted against any of the foregoing persons by any third party that may in any manner be related to arise out of, or be alleged to result from:

1. Misrepresentations made to persons referred to the other about the other’s pricing or services;
2. Failure to perform its obligations under this Contract;
3. Any act beyond the scope of authority granted under this Contract; and
4. Negligence, willful misconduct or other wrongful acts or omission, and the negligence, willful misconduct of its employees, agents, or subcontractors.

7. INSURANCE. Each Party will carry, in an amount suitable to meet industry standards, all necessary and appropriate liability insurance against the risk of acts, occurrences, negligence, or omissions relating to our Agreement or applicable statements of work with them. A Party’s failure to provide evidence of insurance as required is be deemed a default under the terms of our agreements with them. Each Party shall forward a certificate of insurance verifying such insurance upon the other’s written request.  Such certificate will indicate that such insurance policies may not be canceled before the expiration of a 30-calendar day notification period.  Each Party shall notify the other immediately in writing of its receipt of any notice of termination.

8. BACKGROUND CHECKS. The Provider agrees to conduct thorough background checks on all its employees who may be engaged in the provision of services under this agreement. The background checks shall include, but are not limited to, criminal history, employment verification, qualifications, and any other relevant checks deemed necessary by the Provider.

In the event that the Provider fails to conduct background checks on its employees as stipulated above, the Provider shall promptly provide the Recipient with the contact information of the relevant employees. Upon receipt of such information, the Recipient reserves the right to conduct background checks on the specified employees at its discretion.

The results of any background check conducted by the Recipient shall be treated as confidential information. The Recipient agrees not to disclose the results, in whole or in part, to any third party without the express written consent of the Provider, except as required by law. The Recipient further agrees to take all necessary measures to maintain the confidentiality and security of the background check results.

If the results of the background check reveal information that the Recipient, in its sole discretion, deems unacceptable or poses a risk to the interests of the Recipient, the Recipient reserves the right to deny the engagement or terminate the existing engagement with the Provider. The Provider acknowledges and agrees that such denial or termination by the Recipient based on the background check results shall not constitute a breach of this agreement.

9. WARRANTY. The Provider shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in the Provider's community and region, and will provide a standard of care equal to, or superior to care used by companies similar to the Provider on similar projects.

10. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:

1. The failure to make a required payment when due.
2. The insolvency or bankruptcy of either party.
3. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
4. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

11. ATTORNEYS' FEES AND COLLECTION COSTIf there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.

12. REMEDIES. In addition to any and all other rights a Party may have available according to law, if a Party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other Party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The Party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived in writing by a Party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

13. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages or other labor disputes, or provider failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.

14. DISPUTE RESOLUTION. The Parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the Parties. If the matter is not resolved by negotiation within 30 days, the Parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

15. ENTIRE AGREEMENT. This Contract contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the Parties.

16. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

17. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the Parties, if the writing is signed by the Party obligated under the amendment.

18. GOVERNING LAW. The laws of the jurisdiction in which the Services are provided to the persons enrolled shall govern the interpretation of this Agreement and all matters arising out of or relating to this Agreement. If a dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement arises between the Parties, the Parties shall first attempt to resolve such dispute or controversy through good faith negotiation for a period of no less than thirty (30) days. Failing resolution during this period, the Parties may mutually elect to mediate or arbitrate the dispute. If the Parties agree to mediation or arbitration, each Party shall bear its own costs and expenses attendant to the option selected. Each Party reserves the right to litigate unresolved disputes in courts of appropriate jurisdiction.

19. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

20. WAIVER OF CONTRACTUAL RIGHT. The failure of either Party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

21. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

22. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both Party in a mutual effort.

23. ASSIGNMENT. Neither Party may assign or transfer this Contract without the prior written consent of the non-assigning Party, which approval shall not be unreasonably withheld.

The Parties hereto have caused this Agreement to be executed by their duly authorized representatives.