Independent Subcontractor Agreement

Version: v7 (2026-11-05). The version shown here is the version you accept when you sign online below.

This Independent Subcontractor Agreement (the “Agreement”) is between Hail & Gale LLC, a Pennsylvania limited liability company (“Contractor”), and the business entity or sole proprietor identified in the signature section (“Subcontractor”). It becomes effective when signed by both parties (the “Effective Date”). No work may begin under any Work Order until both parties have signed and Contractor has approved the required onboarding documents and insurance.

Recitals

A. Contractor markets, sells, coordinates, and manages residential roofing and exterior improvement projects in Pennsylvania.

B. Subcontractor operates an independently established business in the roofing or exterior construction trade and wishes to perform specifically assigned work for Contractor as an independent business.

C. The parties intend this Agreement to be the written contract required by the Pennsylvania Construction Workplace Misclassification Act, 43 P.S. § 933.1 et seq. (“Act 72”), and intend that Subcontractor be free from Contractor’s control or direction over the performance of its services, both under this Agreement and in fact. The parties acknowledge that classification depends on their actual conduct and not solely on the labels or statements in this Agreement, and they will conduct themselves consistently with the independent relationship described here.

1. Independent Business; Status; Representations

1.1 Independent contractor relationship. Subcontractor is an independent contractor and not an employee, partner, joint venturer, fiduciary, or agent of Contractor. Subcontractor operates its own business, controls the manner and means of performing the Work, and is responsible for its business expenses, taxes, personnel, and operations. Nothing in this Agreement creates an employment relationship. Subcontractor has no authority to bind Contractor.

1.2 Control of results; independence of methods. Contractor may specify the required results, scope, materials or product requirements, plans, specifications, applicable codes, customer commitments communicated in the Work Order, schedule windows, site-protection requirements, cleanup standards, and objective acceptance criteria. Subject to those requirements and applicable law, Subcontractor alone controls and is responsible for the means, methods, techniques, sequence, crew size, crew selection and assignments, supervision, and daily hours used to perform the Work. Contractor will not routinely supervise Workers’ methods, set individual Workers’ hours, require uniforms or branded clothing, or direct the day-to-day activities of Subcontractor’s crew. Contractor’s inspections assess results, compliance, progress, observed safety conditions, and completion, and are not an assumption of control over Subcontractor’s means and methods.

Nothing in this Section prevents Contractor from communicating project requirements, coordinating access, inspecting completed or in-progress results, identifying deficiencies, protecting the homeowner or property, requiring compliance with law, or stopping work in response to an observed unsafe condition.

1.3 Subcontractor representations. Subcontractor represents, warrants, and agrees throughout the term that it:

• (a) maintains a business location separate from Contractor’s, identified in the signature section, and the business records appropriate to its trade;
• (b) has its own federal employer identification number (EIN) or, as a sole proprietor, reports business income on Schedule C, and will provide a signed IRS Form W-9;
• (c) advertises, holds itself out to the public, or otherwise makes its services available as an independently established roofing or exterior construction business;
• (d) is free to perform similar services for other contractors and customers, is not required to work exclusively for Contractor, and may accept or decline any Work Order, subject to the limited customer protections in Section 10;
• (e) provides and maintains its own tools, equipment, vehicles, supervision, and business resources, except materials or equipment identified in a Work Order as supplied by Contractor;
• (f) bears its own ordinary business expenses and has a genuine opportunity to realize a profit or suffer a loss based on its pricing, efficiency, costs, and performance;
• (g) maintains the insurance required by Section 5, including liability coverage of not less than the limits stated there;
• (h) is responsible for its own taxes, payroll, withholding, unemployment compensation, workers’ compensation obligations, benefits, and other obligations relating to itself and its personnel;
• (i) uses only its own employees and approved lower-tier subcontractors to perform the Work, and will not use day laborers, labor brokers, or unapproved 1099 helpers; and
• (j) holds a current Pennsylvania Home Improvement Contractor registration issued by the Office of Attorney General, will keep it current, and does not rely on any other person’s registration.

1.4 Onboarding and continuing verification. Before the first Work Order, and thereafter at each renewal and on reasonable request, Subcontractor will provide: (a) a signed W-9; (b) entity formation and good-standing information, if an entity; (c) its Pennsylvania Home Improvement Contractor (HIC) registration number; (d) certificates of insurance and copies of the required endorsements; (e) the broker certification described in Section 5.2(c); (f) workers’ compensation certificates and endorsements showing coverage of all Workers, including owners and members, as required by Section 5.1(b); and (g) other reasonably necessary documentation to verify compliance. Before issuing the first Work Order, and at each renewal, Contractor will verify the HIC registration with the Office of Attorney General and the insurance with the issuing broker or carrier, and may withhold Work Orders until verification is complete.

1.5 Workers. “Workers” means every individual performing any portion of the Work for Subcontractor, including Subcontractor’s employees, owners or members who personally perform work, and personnel of an approved lower-tier subcontractor. Subcontractor is solely responsible for hiring, directing, paying, disciplining, and, where applicable, terminating its Workers.

1.6 No guarantee of work. Contractor is not required to offer any minimum number or value of Work Orders, and Subcontractor is not required to accept any Work Order. Each Work Order is a separate assignment governed by this Agreement.

2. Labor, Tools, Materials, and Equipment

Except as expressly stated in a Work Order, Subcontractor will supply, at its own expense, all labor, supervision, tools, ladders, vehicles, fall-protection systems, personal protective equipment, safety equipment, and other equipment necessary to perform the Work. Contractor may supply roofing or exterior materials, a dumpster, or other items only as identified in the applicable Work Order. Subcontractor will inspect materials supplied to it and promptly report shortages, damage, or apparent defects before installation, and remains responsible for proper handling, storage, protection, and installation of materials in its custody.

3. Work Orders; Change Orders; Flow-Down

3.1 Work Orders. Each project must be described in a written Work Order, which may be sent by paper, email, or text, and must identify at least: (a) the property address and customer or project identifier; (b) scope and material responsibilities; (c) price and included or excluded items; (d) schedule window or completion deadline; (e) applicable specifications and customer-facing warranty requirements, including the workmanship warranty period required under Section 8.2; (f) any project-specific requirements; and (g) the furnishing checklist below. A Work Order is binding only if issued or approved by an authorized Contractor representative listed below or later designated in writing. Subcontractor may accept or decline any Work Order. An accepted Work Order becomes part of this Agreement. If a Work Order conflicts with this Agreement, this Agreement controls unless the Work Order expressly identifies the provision being modified and is approved by an authorized Contractor representative.

• (g) a furnishing checklist indicating which party furnishes each of the following: Labor — ☐ Subcontractor ☐ Contractor; Materials — ☐ Subcontractor ☐ Contractor; Equipment — ☐ Subcontractor ☐ Contractor; Dumpster/disposal — ☐ Subcontractor ☐ Contractor; Transportation — ☐ Subcontractor ☐ Contractor.

If the checklist is not completed for an item, labor, equipment, and transportation are furnished by Subcontractor, and responsibility for materials and dumpster/disposal is as stated elsewhere in the Work Order or, if not stated, as provided in Sections 2 and 13.

Authorized Contractor representatives: Sergey Voytsekhov, Owner/Member.

3.2 Scope, site conditions, and notice. Subcontractor will review the Work Order and reasonably inspect accessible site conditions before beginning, and will promptly notify Contractor in writing of concealed or unforeseen conditions, including deteriorated decking, structural concerns, unexpected layers, unsafe conditions, suspected hazardous materials, material shortages, or conditions requiring a scope, price, or schedule adjustment. Subcontractor will not proceed with extra or changed work until approved under Section 3.3, except for reasonable emergency measures necessary to prevent imminent injury or additional property damage, of which it must notify Contractor immediately.

3.3 Change orders. No change to scope, price, materials, or schedule (including additional layers, decking, flashing, supplements, or other additional work) is compensable unless approved in writing by an authorized Contractor representative before the changed work is performed. Text or email approval is sufficient if it clearly identifies the changed work and the agreed price or pricing method. A homeowner’s request or approval alone does not authorize Subcontractor to change the Work Order or charge Contractor.

3.4 Flow-down of project requirements. For its assigned portion of a project, Subcontractor will comply with the specifications, product requirements, installation instructions, schedule commitments, site-protection obligations, and workmanship warranty obligations included in or provided with the Work Order. Contractor will provide or summarize the customer-facing requirements that materially apply to Subcontractor’s scope. Subcontractor is not responsible for an undisclosed customer-contract obligation that was not provided or reasonably summarized, except for obligations imposed independently by law. Subcontractor will comply with the provisions of the Pennsylvania Home Improvement Consumer Protection Act (“HICPA”) that apply to its work.

3.5 Schedule; supplementation for delay. If Subcontractor fails to maintain the schedule window or completion deadline in a Work Order, other than delay excused under Section 16.3 (weather or other conditions beyond Subcontractor’s reasonable control), Contractor may give Subcontractor written notice, which may be by text or email. If Subcontractor does not resume and maintain adequate progress within twenty-four (24) hours after that notice, Contractor may supplement Subcontractor’s work with, or replace it by, others for the affected portion of the Work and set off the reasonable, documented costs under Section 4.5. Subcontractor will indemnify Contractor under Section 7 for damages, customer credits, and costs caused by its unexcused delay. This Section concerns results and completion only and does not give Contractor control over Subcontractor’s means, methods, crew, or hours.

4. Price, Invoices, Payment, and Set-Off

4.1 Contract price. The price for each Work Order is the amount stated in that Work Order. Unless stated otherwise, the price includes all labor, supervision, equipment, ordinary incidental materials, transportation, overhead, and expenses necessary to complete the stated scope.

4.2 Invoice, completion package, review, and payment timing. After completing the Work, Subcontractor will submit a complete invoice identifying the Work Order, property, scope completed, agreed price, approved change orders, and amount requested, together with: (a) completion photographs reasonably documenting the Work; (b) the conditional lien waiver and release required by Section 4A; (c) required closeout and warranty information; and (d) reasonable evidence that Workers, approved lower-tier subcontractors, and suppliers have been or will be paid from the invoice proceeds. Contractor will review the Work within five (5) business days after receiving written notice of completion and the completion package. The Work is deemed accepted for ordinary completion review five (5) business days after that notice unless Contractor gives a written punch list identifying specific, reasonable deficiencies. Deemed acceptance does not waive latent defects, warranty obligations, concealed damage, fraud, or conditions not reasonably discoverable during the review period.

Subject to Section 4.3, Contractor will pay an undisputed, properly invoiced amount within [ten (10)] business days after the latest of: (i) receipt of a complete invoice; (ii) receipt of the conditional lien waiver; (iii) receipt of completion photographs and closeout documents; and (iv) acceptance or deemed acceptance of the Work. Contractor may withhold a reasonably disputed portion while paying the undisputed portion.

4.3 Express condition precedent; customer funds. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Contractor’s receipt of payment from the homeowner, property owner, or applicable insurer for the particular Work Order is an express condition precedent to Contractor’s obligation to pay Subcontractor for that Work Order. The parties intend this provision to allocate to Subcontractor the risk that the customer or insurer does not pay amounts attributable to Subcontractor’s Work, and not merely to establish a payment date. Contractor is not required to advance its own funds before receiving the corresponding customer funds.

If customer funds arrive in installments (for example, an initial insurance payment followed by recoverable depreciation), Contractor will pay Subcontractor the portion of each installment reasonably attributable to Subcontractor’s Work, less approved credits, set-offs, back-charges, and amounts reasonably disputed because of Subcontractor’s Work, within [ten (10)] business days after the funds are received and cleared. Unless the Work Order states a different method, the share is calculated by multiplying the net customer funds actually received and attributable to the Work Order scope by a fraction: (a) Subcontractor’s agreed Work Order price divided by (b) the total price charged to the customer for the corresponding scope. Contractor need not allocate funds attributable to unrelated work or costs.

Contractor will use commercially reasonable efforts to collect amounts due for the applicable project, but is not required to commence litigation, incur disproportionate collection or legal expense, accept a commercially unreasonable settlement, or pursue an insurance dispute at its own expense solely for Subcontractor’s benefit. Upon request, Contractor will report material collection developments affecting payment for Subcontractor’s Work. If funds for a Work Order have not been received within [120] days after acceptance, Contractor will, on request, report status and confer in good faith about collection options. That discussion does not convert the condition into an unconditional payment obligation.

This Section does not apply to a Work Order to the extent a statute prohibits contingent payment or requires payment notwithstanding nonreceipt of customer funds. No provision of this Agreement is intended to waive a right that cannot lawfully be waived.

4.4 Tax reporting. Subcontractor is responsible for all taxes arising from payments under this Agreement. Contractor will issue an IRS Form 1099 when and as required by law and will make no tax withholding except as legally required.

4.5 Set-off and back-charges. After giving Subcontractor notice and a reasonable opportunity to cure where practicable, Contractor may deduct from amounts otherwise payable under this or any other Work Order the reasonable, documented costs arising from: (a) correcting defective, incomplete, or nonconforming Work; (b) repairing property damage caused by Subcontractor or its Workers; (c) cleanup, debris removal, or nail sweeping Subcontractor failed to complete; (d) emergency tarping, temporary protection, or mitigation required because of Subcontractor’s act or omission; (e) liens, supplier claims, or unpaid labor attributable to Subcontractor; (f) fines, penalties, or costs caused by Subcontractor’s violation of law; (g) customer credits, refunds, or reasonable completion costs attributable to Subcontractor’s breach; (h) supplementation or replacement costs under Section 3.5; and (i) amounts Subcontractor owes under Sections 3.5, 5, 7, 8, 9, or 12. Contractor will provide a written itemization with reasonable supporting documentation. No advance opportunity to cure is required where immediate action is reasonably necessary to protect persons or property, prevent additional damage, preserve evidence, or meet a legal deadline.

4.6 Nonresidential and covered multifamily projects. Before accepting a Work Order for nonresidential work, or residential work on more than six residential units under construction simultaneously, the parties will determine the applicable payment law and sign a project-specific payment addendum reviewed by counsel. The addendum controls over this Section 4 to the extent of any conflict.

4A. Payment of Workers and Suppliers; Lien Protection

Subcontractor will promptly pay all Workers, approved lower-tier subcontractors, and suppliers for labor, services, equipment, and materials furnished for each Work Order, and will keep the project and property free of mechanics’ liens and payment claims arising through Subcontractor, except for a claim timely disclosed to Contractor in writing and contested in good faith with appropriate protection of the property.

With each invoice, Subcontractor will deliver a signed conditional waiver and release in the form of Exhibit A (or another form approved by Contractor and Pennsylvania counsel), limited to the amount and period covered by the payment requested and effective on actual receipt of that payment. On final payment, Subcontractor will deliver the unconditional final waiver in Exhibit A to the extent payment has actually been received. No waiver releases approved extras or other amounts not actually paid unless a separately signed instrument says so.

With each final invoice, and at other reasonable times on request, Subcontractor will deliver a signed payment affidavit in the form of Exhibit B identifying all Workers, lower-tier subcontractors, and suppliers used on the project and confirming that each has been paid in full, or listing each unpaid party and the amount claimed. Subcontractor will defend, indemnify, and hold harmless Contractor and the property owner from any lien or payment claim by a person claiming through Subcontractor. If a lien or claim is filed or asserted, Subcontractor will cause it to be discharged, bonded off, or otherwise resolved within ten (10) calendar days after notice. If it does not, Contractor may take reasonable action to protect the property and set off the documented cost.

5. Insurance

5.1 Required coverage. Before performing any Work and throughout the period required by this Agreement, Subcontractor will maintain, at its own expense, with insurers authorized to do business in Pennsylvania and reasonably acceptable to Contractor:

• (a) Commercial general liability (“CGL”) on an occurrence basis, with limits of at least $1,000,000 each occurrence and $2,000,000 general aggregate, including products-completed operations, premises/operations, and contractual liability coverage applicable to the obligations assumed in this Agreement. The policy must not exclude or materially restrict residential roofing or the actual operations to be performed.
• (b) Workers’ compensation at Pennsylvania statutory limits covering ALL Workers, including owners, officers, members, sole proprietors, and family members who perform work, plus employer’s liability of at least $500,000 each accident, $500,000 disease-policy limit, and $500,000 disease-each employee. A current workers’ compensation certificate must be delivered before any work begins. Exemptions, exclusions, waivers, or elections not to cover any owner, officer, or member are not accepted, and no Worker may perform any portion of the Work unless covered by Subcontractor’s workers’ compensation policy.
• (c) Commercial automobile liability covering owned, hired, and non-owned vehicles used for the Work, with a combined single limit of at least $1,000,000 per accident, or a higher limit Contractor reasonably requires for a particular project.
• (d) Umbrella or excess liability of at least $[2,000,000] per occurrence and aggregate, following form over the CGL, employer’s liability, and automobile policies, with no material gap in coverage for the Work.

A different limit for a particular subcontractor or Work Order must be stated in a writing signed by an authorized Contractor representative. No exception reduces Subcontractor’s contractual liability.

5.2 Policy forms, exclusions, and disclosure.

• (a) Prohibited exclusions. Unless Contractor approves in writing before the first Work Order, the CGL and umbrella policies must not contain any exclusion that defeats the indemnity in Section 7, including exclusions for injury to employees of the insured or of any contractor or subcontractor (“action-over”), exclusions for work performed by independent contractors or subcontractors, and exclusions for contractual liability assumed in this Agreement. Approval of one exclusion is not approval of any other.
• (b) Disclosed limitations. Subcontractor must disclose in writing, before the first Work Order and at each renewal, all other exclusions, limitations, classifications, height restrictions, residential-construction restrictions, roofing limitations, and relevant sublimits that could affect the Work or the indemnity. Contractor may reject any policy or limitation that, in its reasonable judgment, materially undermines the protection required by this Agreement.
• (c) Broker certification. Subcontractor will deliver a written certification from its broker or agent that the coverage complies with this Section 5, with copies of relevant policy forms, exclusions, and endorsements on request. A certificate of insurance or broker letter alone does not amend or replace the policy and is not proof that a particular claim will be covered.

5.3 Additional insured; primary and noncontributory. Subcontractor will name Hail & Gale LLC, its members, managers, and employees, and any other party Contractor reasonably designates, as additional insureds on the CGL for both ongoing and completed operations, using ISO CG 20 10 and CG 20 37 or equivalent endorsements acceptable to Contractor. Additional insured coverage must be primary and noncontributory to insurance maintained by the additional insureds, by endorsement, and no narrower than the coverage under the required endorsements and applicable law.

5.4 Completed operations. Subcontractor will maintain products-completed operations coverage, including the additional insured endorsement, for at least three (3) years after completion of each Work Order, or for the longer period of any workmanship warranty stated in the Work Order. If a carrier will not provide this coverage on reasonable terms, Subcontractor must say so in writing before the first Work Order, and Contractor may approve an alternative in writing.

5.5 Waiver of subrogation endorsements. The CGL, automobile, umbrella or excess, and workers’ compensation policies must include waiver-of-subrogation endorsements in favor of Contractor and its members, managers, and employees, for losses arising out of the Work. If a carrier will not issue an endorsement, Subcontractor must say so in writing before the first Work Order, and Contractor may approve an alternative in writing.

5.6 Evidence and verification. Before any Work begins, Subcontractor will deliver certificates of insurance and copies of the required additional insured, primary and noncontributory, and waiver-of-subrogation endorsements, and will provide updated certificates and endorsements on each renewal and on request. Contractor may verify policy periods, limits, classifications, and endorsements with the broker or carrier. Subcontractor will notify Contractor promptly, and in no event later than two (2) business days after learning, of any cancellation, nonrenewal, material reduction, reservation of rights, or other change that may affect required coverage.

5.7 Lapse or noncompliance. Subcontractor may not begin or continue Work while required insurance is not in force or required evidence is not current and approved. During any lapse or noncompliance Contractor may suspend Work, withhold new Work Orders, remove Subcontractor from a project, and withhold payment until compliance is restored. Work performed while required insurance is not in force is at Subcontractor’s sole risk, and Subcontractor is liable for all resulting losses and costs. No such allocation limits any liability imposed on Contractor by law.

5.8 Lower-tier subcontractors. Subcontractor may not subcontract, assign, broker, or delegate any portion of the Work without Contractor’s prior written consent. Each approved lower-tier subcontractor must satisfy the applicable requirements of Sections 1, 5, 7, 9, 10, and 12, including HIC registration, insurance, and workers’ compensation at Pennsylvania statutory limits covering all of its Workers, including its owners and members, as required by Section 5.1(b), with no exemptions, exclusions, or exceptions. Before the lower-tier subcontractor begins work, Subcontractor will give Contractor its legal name, registration number, insurance certificates, and endorsements. Subcontractor remains fully responsible for all lower-tier work and conduct.

5.9 No limitation of liability. Insurance requirements and policy limits do not limit Subcontractor’s liability, defense, indemnity, warranty, or other obligations under this Agreement.

6. Waiver of Subrogation

To the fullest extent permitted by law, Subcontractor waives, and will cause its insurers to waive, all rights of subrogation against Contractor and its members, managers, and employees for losses arising out of the Work and covered by insurance required under this Agreement, and will obtain the endorsements required by Section 5.5 to make this waiver effective.

7. Indemnification; Defense; Settlement

7.1 Indemnification. To the fullest extent permitted by applicable law, Subcontractor will defend, indemnify, and hold harmless Contractor, its members, managers, employees, and agents (the “Contractor Indemnitees”) from and against all claims, demands, actions, damages, losses, liabilities, fines, penalties, judgments, and reasonable attorneys’ fees and costs, whether asserted by a third party or incurred directly by a Contractor Indemnitee, arising out of or relating to: (a) the Work or any act or omission of Subcontractor, its Workers, approved lower-tier subcontractors, or anyone for whom it is responsible; (b) bodily injury, death, or property damage caused in whole or in part by any of them; (c) failure to pay Workers, suppliers, or lower-tier subcontractors; (d) violation of law by Subcontractor or those for whom it is responsible; or (e) breach of this Agreement.

This indemnity applies even if the claim is caused in part by the negligence of a Contractor Indemnitee, and is excluded only to the extent the claim is caused by that Indemnitee’s sole negligence or willful misconduct. If Pennsylvania law limits this indemnity, it will be enforced to the maximum extent permitted.

7.2 Workers’ compensation immunity. Solely for the purpose of this indemnity, and as to claims by Subcontractor’s own employees or Workers against a Contractor Indemnitee, Subcontractor expressly waives any immunity or limitation of liability it may have under the Pennsylvania Workers’ Compensation Act (77 P.S. § 1 et seq., including § 481(b)) or any similar law. Subcontractor agrees that its indemnity obligation is not limited by the amount or type of compensation or benefits payable under any workers’ compensation or disability act. The parties intend this Section to be an express written undertaking to indemnify the Contractor Indemnitees for such claims to the maximum extent permitted by law. It does not purport to waive a statutory right that cannot lawfully be waived.

7.3 Tender and defense. A Contractor Indemnitee may tender a claim by written notice describing the claim and providing reasonably available supporting information. Subcontractor’s duty to defend arises on tender, regardless of the claim’s merit and before any finding of fault, and is at Subcontractor’s sole cost. That duty is separate from, and does not depend on, insurance coverage. Subcontractor will promptly notify its insurer and, within fifteen (15) days after tender or sooner if circumstances require, confirm in writing that it and its insurer will defend. If Subcontractor or its insurer fails to do so, refuses the defense, or reserves rights in a way that creates a material conflict, the Contractor Indemnitee may retain counsel of its choice, and Subcontractor will pay that counsel’s reasonable fees and costs as they are incurred.

7.4 Control of defense and settlement. Subcontractor may not settle a claim in a manner that admits fault by, imposes payment or nonmonetary obligations on, restricts the business of, or fails to provide a complete release of any Contractor Indemnitee without that Indemnitee’s prior written consent. Contractor may participate in the defense through counsel of its choice at its own expense, except where Section 7.3 entitles it to reimbursement. No settlement may impair Contractor’s rights under this Agreement.

7.5 Cooperation; survival. Subcontractor will preserve relevant records, photographs, communications, and physical evidence, and reasonably cooperate in investigating, defending, and resolving claims arising from the Work. This Section survives completion of each Work Order and termination of this Agreement.

8. Workmanship; Warranty; Correction

8.1 Standard of performance. Subcontractor will perform the Work in a good and workmanlike manner, using appropriately skilled Workers and in accordance with the Work Order, applicable building codes and laws, manufacturer installation instructions, and accepted trade practices. Subcontractor will not knowingly install damaged, defective, or incompatible materials.

8.2 Workmanship warranty. Subcontractor warrants its labor and workmanship for at least two (2) years from completion of the applicable Work Order, or for the longer period of any workmanship warranty Contractor provides to the homeowner for the portion of the Work Subcontractor performs. The applicable period must be stated in the Work Order. This warranty is in addition to, and does not limit, any longer warranty or remedy required by law or provided by Subcontractor.

8.3 Response and correction. On notice of an alleged defect, Subcontractor will acknowledge and respond within twenty-four (24) hours for an active leak, water intrusion, or other emergency, and within five (5) business days for any other issue. Subcontractor will promptly begin and diligently complete reasonable corrective work at its own cost when the defect is attributable to its Work. If Subcontractor fails to respond, begin correction, or diligently complete it, Contractor may perform or retain others to perform the work and recover the reasonable documented cost under Section 4.5. Contractor may take immediate protective action without first providing an opportunity to cure where reasonably necessary to prevent injury or additional property damage.

8.4 Warranty cooperation. Subcontractor will reasonably cooperate with warranty investigations, provide installation records and photographs in its possession, and arrange reasonable access to inspect or correct the Work. These obligations survive termination.

8.5 Materials. All materials Subcontractor furnishes will be new and of the quality, brand, and type specified in the Work Order and applicable specifications, unless Contractor approves otherwise in writing. Any substitution not approved in writing is defective Work subject to Sections 8.3 and 4.5.

9. Safety; OSHA; Site Protection

9.1 Subcontractor safety responsibility. As between the parties, Subcontractor is responsible for planning, directing, and implementing the safety program for its Workers and its Work, including compliance with applicable OSHA requirements for fall protection, ladders, scaffolds, and personal protective equipment. Subcontractor will provide, inspect, and require use of appropriate fall-protection systems and PPE, and will protect the homeowner, occupants, visitors, neighboring property, landscaping, vehicles, and the work area. Nothing in this Agreement relieves either party of a duty imposed on it by law.

9.2 Fall protection plan and training. Subcontractor will maintain a written site-specific fall-protection plan for each job, or a written plan covering its typical residential roofing operations supplemented for site-specific hazards, and will provide the plan and reasonable evidence of required training on request. Before the first Work Order, Subcontractor will certify that each Worker assigned to the Work has received training appropriate to that Worker’s tasks and that required equipment is available and inspected.

9.3 Incident reporting. Subcontractor will notify Contractor immediately by phone or text of any fatality, in-patient hospitalization, amputation, loss of an eye, or other serious injury or event requiring prompt regulatory reporting, and within twenty-four (24) hours of any other injury, accident, property damage, OSHA inspection, citation, or near miss in connection with the Work. Subcontractor remains responsible for all legally required reports and communications with governmental authorities.

9.4 Stop-work authority. Contractor may direct that work stop when it observes an unsafe condition, apparent violation of law, or immediate threat to persons or property. This limited right protects persons and property and does not transfer to Contractor control of Subcontractor’s safety program, means, methods, or supervision. Subcontractor will determine and implement the corrective measures needed to make its Work safe before resuming, and work resumes at no cost to Contractor.

9.5 Hazardous materials. Subcontractor will not knowingly disturb asbestos-containing materials, lead-based paint, or other hazardous materials except as expressly authorized in the Work Order and in compliance with applicable law, including applicable EPA Renovation, Repair and Painting requirements. If Subcontractor discovers suspected hazardous materials not identified in the Work Order, it will stop work in the affected area, protect the area from disturbance, and notify Contractor immediately.

9.6 Inspection of delivered materials; protection of Work. Subcontractor will inspect materials and equipment delivered by Contractor, suppliers, or others for its Work upon delivery and will give Contractor prompt written notice of any defects, damage, or shortages before installation. Subcontractor is responsible for protecting its Work, the structure, and the property, including temporary dry-in and tarping against weather as provided in Section 16.3, until final acceptance of the Work by Contractor.

10. Customer Relationships; Non-Solicitation; Non-Circumvention; Confidentiality

10.1 Protected customers. “Protected Customer” means a homeowner, property owner, or customer who (a) was introduced or referred to Subcontractor by Contractor; (b) was assigned to Subcontractor under a Work Order; or (c) became known to Subcontractor through access to Contractor’s customer records or confidential project information. A customer with whom Subcontractor can establish a documented, bona fide business relationship that predates the introduction by Contractor is not a Protected Customer as to the preexisting scope of that relationship.

10.2 Non-solicitation. During the term of this Agreement and for twelve (12) months after its termination, Subcontractor will not, directly or indirectly, solicit, bid, or perform roofing or exterior work for a Protected Customer, except through Contractor. This restriction does not prohibit general advertising not targeted at Protected Customers or work arising from a documented preexisting relationship described in Section 10.1.

10.3 Non-circumvention on Contractor projects. During the term of this Agreement and for twelve (12) months after completion or termination of the applicable Work Order, Subcontractor will not enter into a side agreement, cash arrangement, direct contract, or other arrangement with a Protected Customer to perform work that is included in, arises from, or continues, supplements, repairs, or replaces the Work Order outside of Contractor. Subcontractor will not collect payment directly from a customer for Work under a Work Order unless Contractor authorizes it in writing.

10.4 Personnel and affiliated entities. Subcontractor will not use its owners, members, employees, agents, lower-tier subcontractors, affiliated entities, or any other person acting on its behalf to do indirectly what it is prohibited from doing directly under this Section, and will communicate these restrictions to them.

10.5 Site marketing. Subcontractor will not leave business cards, signs, door hangers, promotional materials, or other marketing at Contractor’s project sites, or solicit the homeowner or occupants for unrelated work, without Contractor’s prior written permission.

10.6 Confidential information. “Confidential Information” includes nonpublic customer names and contact information, property details, pricing, estimates, photographs, insurance-related documents, project files, business methods, supplier pricing, and other nonpublic business information disclosed by or for Contractor. Subcontractor will use Confidential Information only to perform the Work, protect it with reasonable safeguards, and disclose it only to Workers who need it for the Work and are bound to protect it. On request or termination, Subcontractor will return or securely destroy Confidential Information, except copies required by law to be retained, which remain subject to this Section. Confidential Information does not include information Subcontractor can show was lawfully known without restriction, becomes public through no breach, or is independently developed without use of Contractor’s information.

10.7 Remedies. A breach of this Section may cause harm for which monetary damages are inadequate. Contractor may seek injunctive or other equitable relief in addition to damages, subject to the court’s standards and any bond requirement. A restricted period is extended by any period of breach to the extent permitted by law. If Contractor prevails in enforcing this Section, Subcontractor will pay Contractor’s reasonable attorneys’ fees and costs to the extent permitted by law.

10.8 Reasonableness. The restrictions in this Section protect legitimate business interests, including customer goodwill, confidential information, and project opportunities, and are not intended to prevent Subcontractor from operating its independent business or serving the general public. Each restriction will be enforced to the maximum extent permitted by applicable law.

11. Customer Communications; Insurance-Claim Conduct; Authority

11.1 Communications with homeowners. Subcontractor may communicate with the homeowner and occupants as reasonably necessary to coordinate access, explain construction sequencing, identify site conditions, discuss installation details, and perform the Work professionally. Subcontractor will not make promises, representations, or commitments about Contractor’s contract, price, schedule changes, credits, refunds, upgrades, warranties, or additional work without Contractor’s prior written authorization.

11.2 Insurance communications. Subcontractor will not act as a public adjuster, negotiate or interpret insurance coverage, negotiate claim settlement, represent the homeowner in an insurance claim, or make representations about what an insurance policy covers or will pay. Any communication with an insurer, adjuster, or public adjuster about claim scope, pricing, coverage, or settlement must be authorized and coordinated through Contractor and, where appropriate, the homeowner. Subcontractor may provide factual construction information, photographs, measurements, or installation explanations when authorized or legally required, but may not negotiate coverage or settlement. Subcontractor will refer any adjuster inquiry to Contractor.

11.3 Deductibles. Subcontractor will not offer, promise, agree to waive, absorb, rebate, credit, or pay any portion of a homeowner’s insurance deductible, or participate in any arrangement intended to misrepresent the amount paid by the homeowner or the actual cost of the Work.

11.4 No authority to bind Contractor. Subcontractor has no authority to modify Contractor’s agreement with a customer, change project pricing, offer credits, accept customer payments on Contractor’s behalf, extend Contractor’s warranties, make insurance representations, or enter into any agreement binding Contractor, and will refer requests for such commitments to Contractor.

12. Legal Compliance; HICPA; Work Authorization

12.1 General compliance. Subcontractor will comply with all applicable federal, state, and local laws, regulations, codes, and ordinances relating to the Work, including HICPA, building codes, environmental requirements, wage and hour laws, tax laws, and occupational safety laws. Subcontractor will obtain permits assigned to it in the Work Order and will not begin work requiring a permit until it is obtained.

12.2 Home Improvement Contractor registration. Subcontractor represents that it is registered with the Pennsylvania Office of Attorney General as a home improvement contractor, registration number ____________________. Subcontractor will keep the registration in good standing, will not use another person’s registration number, and will notify Contractor immediately of any expiration, suspension, revocation, or material change. Contractor will verify the registration as stated in Section 1.4 and may verify it at any other time. Subcontractor’s registration does not satisfy or replace any registration obligation imposed separately on Contractor.

12.3 Work authorization and employment compliance. Subcontractor represents that all Workers on Contractor’s jobs are legally authorized to work in the United States and that it has completed and retains Form I-9 for each of its employees as required by law. Subcontractor will not use unauthorized workers. On reasonable request, Subcontractor will provide written certification of compliance, but need not disclose personal information beyond what may lawfully be requested. Subcontractor will indemnify Contractor under Section 7 for fines, penalties, and losses arising from its violation of work authorization laws.

12.4 Permits and inspections. The Work Order will identify which party obtains permits and arranges inspections. Subcontractor will cooperate with required inspections and promptly correct deficiencies attributable to its Work.

13. Cleanup; Debris; Nail Sweeping

The required result is a clean, safe, and orderly site. Unless the Work Order states otherwise, Subcontractor will place debris in the dumpster designated by Contractor, keep the site reasonably safe and orderly at the end of each workday, complete final cleanup, and run a magnetic nail sweeper over the driveway, walkways, lawn, landscaping, and other reasonably accessible areas affected by the Work. Subcontractor controls how and by whom cleanup is performed and is responsible for injury or damage caused by nails, debris, or materials it leaves behind. Contractor may require reasonable re-cleaning and may back-charge documented costs under Section 4.5.

14. Term; Suspension; Termination

14.1 Term. This Agreement begins on the Effective Date and continues until terminated under this Section. Either party may terminate it for any reason on seven (7) days’ written notice under Section 16.1. Termination of this Agreement does not automatically terminate an accepted Work Order unless Contractor so states or the parties agree otherwise.

14.2 Suspension and immediate termination. Contractor may immediately suspend a Work Order, remove Subcontractor from a project, or terminate this Agreement by written notice if Contractor reasonably believes that: (a) required insurance has lapsed or become materially deficient; (b) a serious safety violation or imminent hazard exists; (c) Work is materially defective, incomplete, or repeatedly deficient; (d) Subcontractor’s HIC registration or other required authorization has lapsed, been suspended, or been revoked; (e) Subcontractor has violated Section 10 or 11; (f) Subcontractor has used unauthorized lower-tier subcontractors or workers; (g) Subcontractor has abandoned the Work; or (h) Subcontractor has materially breached this Agreement. Where a breach can be promptly cured and creates no immediate risk, Contractor may, but is not required to, allow a reasonable opportunity to cure.

14.3 Completion by others; site protection. On suspension or termination, Contractor may take reasonable steps to secure the site, protect the homeowner and property, retrieve Contractor-supplied materials, document the status of the Work, and engage others to complete or correct the Work. Subcontractor will cooperate in an orderly transition and will not remove installed materials or damage the property. Contractor may recover reasonable, documented incremental completion, correction, and protection costs attributable to Subcontractor’s breach, subject to Section 4.5 and applicable law.

14.4 Final accounting. Subject to Section 4.3 and applicable law, Subcontractor will be paid for conforming Work properly performed and accepted through the effective termination date, less lawful set-offs, back-charges, and amounts reasonably necessary to address defective or incomplete Work. For partially completed Work, the parties will determine the value of conforming work actually performed using the Work Order price and a reasonable allocation of completed scope. No payment is due for defective, unauthorized, or unperformed work, except as required by law.

14.5 Survival. Sections 1.3, 4.3, 4.5, 4A, 5 (including completed-operations obligations), 6, 7, 8, 9, 10, 11, 12, 13, 14.3, 14.4, 15, and 16 survive expiration or termination, together with any provision that by its nature is intended to survive.

15. Disputes; Governing Law; Venue

15.1 Governing law. This Agreement and each Work Order are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

15.2 Mediation. Except for matters excluded below, before filing a lawsuit between the parties, the parties will attempt in good faith to resolve the dispute through mediation in [Allegheny] County, Pennsylvania, before a mutually agreed mediator, sharing the mediator’s fees equally and bearing their own attorneys’ fees and costs for mediation. If the dispute is not resolved within forty-five (45) days after a written mediation request, either party may file suit. Mediation is not a condition precedent to: (a) seeking temporary, preliminary, or permanent injunctive relief; (b) preserving or enforcing lien rights or responding to a lien; (c) tendering or pursuing a defense or indemnity obligation; or (d) joining Subcontractor in a third-party claim arising from the Work.

15.3 Venue and jurisdiction. Subject to applicable law and any mandatory venue requirement, the parties consent to exclusive jurisdiction and venue for lawsuits between them in the Court of Common Pleas of [Allegheny] County, Pennsylvania, and the appropriate appellate courts. Subcontractor consents to personal jurisdiction in any court in which a third-party action arising from the Work is properly pending, and will not oppose joinder based solely on lack of personal jurisdiction or venue, to the extent such consent is legally effective.

15.4 Attorneys’ fees. Except as provided in Section 10.7 or otherwise required by law, the prevailing party in an action to enforce this Agreement may recover reasonable attorneys’ fees and costs to the extent permitted by law.

15.5 Consequential damages. To the fullest extent permitted by law, Subcontractor waives claims against Contractor for lost profits, lost business opportunities, loss of anticipated savings, and other consequential, incidental, special, or indirect damages arising out of this Agreement or a Work Order. This waiver does not limit payment for conforming Work properly due under this Agreement, direct damages, or liability that cannot lawfully be waived.

16. General Provisions

16.1 Notices. Formal notices of breach, termination, claims, and tenders of defense must be in writing and delivered by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation of receipt, to the addresses below or an updated address designated by notice. Routine project coordination and Work Order communications may be by text or email.

• Contractor: Hail & Gale LLC, Address: c/o Registered Agents Inc, 502 W 7th St, Ste 100, Erie, PA 16502; Email: info@hailandgale.com
• Subcontractor: the address and email stated in the signature section.

16.2 Assignment and delegation. Subcontractor may not assign this Agreement, assign payment rights, delegate performance, or subcontract any Work without Contractor’s prior written consent. Contractor may assign this Agreement to an affiliate or to a successor in connection with a merger, reorganization, sale, or transfer of substantially all of its business or assets.

16.3 Time; weather; protection of open roofs. Time is of the essence for the schedule window and completion requirements in each Work Order, subject to reasonable extensions for weather or other conditions beyond Subcontractor’s reasonable control. Subcontractor will promptly notify Contractor of any anticipated delay and its expected duration. Subcontractor will protect open roofs and exposed portions of the property against foreseeable weather at all times, including appropriate dry-in, tarping, and temporary protection, and is responsible, to the extent caused by its act or omission, for resulting interior or other property damage.

16.4 Entire agreement; amendments; severability; no waiver. This Agreement, all accepted Work Orders (including approved change orders), and Exhibits A, B, and C, each of which is incorporated by reference, are the entire agreement between the parties on their subject and supersede prior discussions and agreements. Any amendment must be in a writing signed by both parties, except that Work Order changes may be approved as provided in Section 3.3. If any provision is held unenforceable, it will be modified only to the extent legally permissible to make it enforceable, and the remaining provisions remain effective. A waiver of one breach is not a waiver of another, and no course of dealing or failure to enforce a provision amends this Agreement.

16.5 Electronic signatures; counterparts. This Agreement and any Work Order or amendment may be signed in counterparts and by electronic signature or transmission to the extent permitted by the Pennsylvania Uniform Electronic Transactions Act and the federal E-SIGN Act. Each counterpart is an original, and all together are one instrument.

16.6 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural and vice versa as the context requires. This Agreement will not be construed against either party solely because that party or its counsel drafted it.

17. Execution

Each signer represents that he or she is authorized to sign for the party identified. No Work may begin until this Agreement is signed by both parties and Contractor has approved the required onboarding materials. If Subcontractor is an entity, an owner or principal must also sign the Personal Guaranty in Exhibit C unless Contractor waives it in writing.

CONTRACTOR: HAIL & GALE LLC

By: ______________________ Name: ______________________ Title: ______________ Date: __________

SUBCONTRACTOR (legal entity name, or individual name for a sole proprietor)

Legal name: ______________________________________________

Entity type/state of formation (if applicable): ______________________

Business address: ______________________________________________

Email: ______________________ Phone: ______________________

By: ______________________ Name: ______________________ Title/Capacity: ______________ Date: __________

Exhibit A. Conditional and Final Lien Waiver and Release

Counsel must finalize this form for the applicable property type and payment circumstances under the Pennsylvania Mechanics’ Lien Law. Do not use a residential form for a nonresidential project without legal review.

Project/property address: ______________________ Work Order number/date: ______________________ Invoice number/date: ______________________

Subcontractor legal name: ______________________

Part 1. Conditional waiver and release upon progress payment. In consideration of the payment of $__________ (the “Payment”), the undersigned Subcontractor conditionally waives and releases, effective only on actual receipt and clearance of the Payment, its mechanics’ lien rights and payment claims against the property identified above and Hail & Gale LLC for labor, services, materials, and equipment furnished by or through Subcontractor through __________ (the “Through Date”), but only to the extent of the Payment actually received. This waiver does not release unpaid change orders, disputed amounts, or anything furnished after the Through Date. Except as listed here, all Workers, lower-tier subcontractors, and suppliers engaged by or through Subcontractor for the Work covered by the Payment have been or will be paid from the Payment. Exceptions and amounts: ______________________

Part 2. Unconditional final waiver and release. The undersigned acknowledges actual receipt of final payment of $__________ for all Work under the Work Order identified above. To the extent of the final payment actually received, the undersigned waives and releases its mechanics’ lien rights and payment claims against the property identified above and Hail & Gale LLC for all labor, services, materials, and equipment furnished by or through Subcontractor under that Work Order, except these reserved claims, if any: ______________________. Except as listed here, all Workers, lower-tier subcontractors, and suppliers for the Work have been paid in full: ______________________

Subcontractor: ______________________ By: ______________________ Name/Title: ______________________ Date: __________

Exhibit B. Subcontractor Payment Affidavit

Project/property address: ______________________ Work Order number: ______________________ Invoice/final payment amount: __________

Subcontractor, through its authorized representative, certifies that the following is a complete and accurate statement of all Workers, approved lower-tier subcontractors, and suppliers that furnished labor, services, equipment, or materials for the Work identified above, and the amounts paid or remaining due:

Name / Company	Role / Materials	Amount Due	Paid in Full? / Balance

Except as disclosed above, all such parties have been paid in full or will be paid from the proceeds of the invoice identified above, and no person or entity has a known unpaid claim arising from the Work that has not been disclosed to Contractor. I certify under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Subcontractor: ______________________ By: ______________________ Printed name/title: ______________________ Date: __________

Exhibit C. Personal Guaranty

This Personal Guaranty is given by the undersigned individual (“Guarantor”) in favor of Hail & Gale LLC (“Contractor”) in consideration of Contractor entering into the Independent Subcontractor Agreement dated __________ (the “Agreement”) with ______________________ (“Subcontractor”). Guarantor represents that Guarantor is an owner or principal of Subcontractor and benefits directly or indirectly from the Agreement.

• Guaranty. Guarantor absolutely, unconditionally, and irrevocably guarantees to Contractor the full and timely payment and performance of all obligations of Subcontractor under the Agreement and all Work Orders, including payment, reimbursement, defense, indemnification, warranty, lien, confidentiality, and customer non-circumvention obligations, to the fullest extent permitted by law.
• Continuing obligation. This is a continuing guaranty and remains in effect despite amendments, extensions, additional Work Orders, termination, or changes in the relationship between Contractor and Subcontractor, except that Guarantor’s liability will not be increased by a material amendment to which Guarantor has not consented in writing.
• Enforcement. Contractor may enforce this Guaranty without first proceeding against Subcontractor, any other guarantor, or any collateral, to the extent permitted by law. Guarantor waives notice of acceptance, presentment, demand, and notice of default, except notices that cannot lawfully be waived.
• Independent obligation. Guarantor’s obligations are independent of Subcontractor’s. No waiver applies to a defense that cannot lawfully be waived.
• Governing law; venue. This Guaranty is governed by Pennsylvania law and is subject to the governing law, mediation, venue, and jurisdiction provisions of the Agreement.

GUARANTOR, INDIVIDUALLY AND NOT SOLELY AS A REPRESENTATIVE OF SUBCONTRACTOR

Printed name: ______________________ Ownership interest: __________

Address: ______________________ Signature: ______________________ Date: __________

(Online: Subcontractor signs electronically using the form below.)