Statement Insurance Agency – Vendor Terms of Service

Effective Date: December 1st 2020

These Vendor Terms of Service (“Agreement”) govern the relationship between Statement Insurance Agency, LLC (“Statement Insurance,” “we,” “us,” or “our”) and any third-party vendor, contractor, consultant, or service provider (“Vendor”) that provides goods or services to Statement Insurance.

By providing services or goods to Statement Insurance, Vendor agrees to comply with these terms.

1. Scope of Services

Vendor agrees to provide the services and/or deliverables (“Services”) described in any applicable purchase order, work order, or written agreement between the parties. All Services shall be performed in a professional and timely manner consistent with industry standards and the specifications agreed upon by both parties.

2. Term and Termination

• Term. This Agreement shall remain in effect for the duration specified in any applicable engagement or purchase order.
• Immediate Termination for Cause. Statement Insurance reserves the right to immediately terminate this Agreement without notice if Vendor:
• Fails to perform or neglects to render services as requested;
• Breaches any material obligation under this Agreement; or
• Becomes unable to perform services as a result of Statement Insurance’s operational changes, expansion, restructuring, or other growth that alters the scope or nature of the required services.
  In all such cases, termination shall take effect immediately, without penalty, and without any early termination fees.
• Termination for Convenience. Statement Insurance may terminate this Agreement for any reason upon written notice to Vendor.
• No Early Termination Fees. Vendor acknowledges and agrees that no early termination fees, penalties, or liquidated damages of any kind shall apply under any circumstances.
• Effect of Termination. Upon termination, Vendor shall cease all work, deliver any materials completed to date, and return any Statement Insurance property, confidential information, or data.

3. Compensation and Invoicing

Vendor shall be compensated as agreed in writing prior to commencement of services. Invoices must include detailed descriptions of services performed, dates, and agreed-upon rates. Payment shall be made within [30] days of receipt of an undisputed invoice. Statement Insurance may withhold payment for incomplete, defective, or nonconforming work.

4. Independent Contractor Status

Vendor acts solely as an independent contractor and not as an employee, partner, or agent of Statement Insurance. Vendor is solely responsible for all taxes, benefits, insurance, and compliance with applicable employment laws.

5. Confidentiality

Vendor agrees to maintain the confidentiality of all nonpublic, proprietary, or confidential information disclosed by Statement Insurance, whether oral, written, or electronic (“Confidential Information”). Vendor shall not disclose or use such information for any purpose other than performing under this Agreement. This obligation survives termination.

6. Data Security and Privacy

If Vendor handles or has access to any personal or confidential client data, Vendor shall maintain appropriate administrative, technical, and physical safeguards to protect such data from unauthorized access, use, or disclosure. Vendor must notify Statement Insurance immediately upon discovery of any data breach or security incident.

7. Compliance with Laws

Vendor agrees to comply with all applicable federal, state, and local laws, regulations, and industry standards, including those governing labor, safety, privacy, and data protection.

8. Insurance Requirements

Vendor shall maintain at its own expense all necessary and customary insurance coverage, including but not limited to:

• Commercial General Liability
• Workers’ Compensation (if applicable)
• Professional Liability (for professional services)
• Cyber Liability (if handling data or digital systems)

Proof of insurance must be provided to Statement Insurance upon request.

9. Indemnification

Vendor agrees to indemnify, defend, and hold harmless Statement Insurance, its officers, employees, and affiliates from and against any and all losses, claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Vendor’s negligence or willful misconduct,
• Breach of this Agreement, or
• Violation of applicable laws.

10. Intellectual Property

All deliverables, materials, and work product created by Vendor for Statement Insurance under this Agreement shall be deemed “work made for hire” and shall become the exclusive property of Statement Insurance. Vendor waives all rights of ownership and agrees to assign all intellectual property rights to Statement Insurance.

11. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Vendor shall not directly or indirectly solicit or hire any employee or client of Statement Insurance without prior written consent.

12. Limitation of Liability

In no event shall Statement Insurance be liable to Vendor for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement. Statement Insurance’s aggregate liability for direct damages shall not exceed the total fees paid to Vendor for the services giving rise to the claim.

13. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Washoe County, Nevada.

14. Entire Agreement

This Agreement, together with any applicable purchase orders or written agreements, constitutes the entire understanding between the parties and supersedes all prior discussions or agreements. Any modifications must be in writing and signed by both parties.

15. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.