Parties & Recitals
This Vendor Master Service Agreement ("Agreement" or "VMSA") is entered into between WalkTogetherCare ("Organization"), a 501(c)(3) non-profit organization, and the registering Commercial Contractor ("Vendor").
1. Scope of Services
Vendor agrees to perform specified commercial services (e.g., lawn maintenance, property care, transportation, or specialized trade work) as dispatched or scheduled through the WalkTogetherCare platform. Vendor shall perform all services in a professional, workmanlike manner in accordance with industry standards.
2. Independent Contractor Status
Vendor is an independent contractor and not an employee, agent, or partner of WalkTogetherCare. Vendor retains full control over the manner, tools, and personnel used to perform the services. Vendor is solely responsible for paying its own taxes, payroll, workers' compensation, and operating expenses.
3. Insurance Requirements
Prior to commencing any work, Vendor agrees to maintain the following minimum insurance coverages at its own expense and provide WalkTogetherCare with a valid Certificate of Insurance (COI):
- Commercial General Liability: Minimum $1,000,000 per occurrence / $2,000,000 aggregate.
- Workers' Compensation: Statutory limits as required by state law.
- Commercial Auto Insurance: Minimum $1,000,000 combined single limit (if motor vehicles are used in performance of services).
Vendor agrees to name WalkTogetherCare as an Additional Insured on its Commercial General Liability policy and provide updated COIs upon policy renewal.
4. Indemnification & Hold Harmless
Vendor agrees to defend, indemnify, and hold harmless WalkTogetherCare, its officers, directors, employees, and affiliated community partners (including church and site partners) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or resulting from:
- Any bodily injury, death, or property damage caused by Vendor's performance of services or negligence;
- Any breach of this Agreement by Vendor or its subcontractors/employees;
- Any employment-related or worker's compensation claims brought by Vendor's personnel.
5. Safety & Property Compliance
Vendor assumes full responsibility for site safety while performing services. Vendor agrees to inspect work areas prior to commencing work and report any hazardous conditions to WalkTogetherCare immediately.
6. Term & Termination
This Agreement begins upon execution and remains in effect until terminated. Either party may terminate this Agreement at any time with or without cause upon seven (7) days' written notice, provided all active work orders are resolved.
7. Governing Law & Electronic Signature
This Agreement shall be governed by the laws of the state in which services are rendered. Digital execution, including typed signatures and checkbox acknowledgments recorded with IP and timestamp metadata, constitutes a legally binding agreement under the ESIGN Act.
Vendor Electronic Execution Confirmation
The following confirmation is collected during vendor onboarding through our secure digital signature portal:
- Legal Business Name: [ Captured via Vendor Form ]
- Authorized Signer Name: [ Captured via Signer ]
- Title: [ Captured: Owner / Officer ]
- Consent: "I am an authorized representative of the Vendor and agree to the terms of the WalkTogetherCare Vendor Master Service Agreement."