D'Bros Trades
Subcontractor onboarding

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Role and agreement record
Company
BRQ Services, LLC d/b/a D'Bros Exteriors
Role
Trade Partner / Subcontractor
Submitting this application signs and forms the agreement. Your answers, acknowledgments, rate sheet, uploaded documents, and signatures become part of the agreement record.
Agreement terms
SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement (this “Agreement”) is entered into as of the date the applicant submits the online onboarding form and electronic signature (the “Effective Date”) by and between:
BRQ Services, LLC, a New Jersey limited liability company, d/b/a D’Bros Exteriors (“Company”), with its principal office at 921 Pleasant Valley Ave, Suite 425, Mount Laurel, NJ 08054; and
the contractor, trade business, or authorized signer identified in the online onboarding submission (“Subcontractor”). The Subcontractor’s legal name, business name, mailing address, contact information, tax information, license and certification information, uploaded documents, payment instructions, proposed rate selections, acknowledgments, and electronic signature are supplied through the online onboarding form and are incorporated into this Agreement as part of the onboarding record.
Company and Subcontractor are each referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Company is in the business of contracting with property owners and other clients (“Clients”) for home remodeling and exterior construction services, including but not limited to roofing, siding, windows, doors, gutters, and trim (the “Services”);
WHEREAS, Subcontractor represents and warrants that it is independently engaged in a trade or business and is properly qualified, licensed, and insured to perform the Services;
WHEREAS, Company desires to engage Subcontractor to perform certain work on a project-by-project basis, and Subcontractor desires to accept such engagement, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
(a) “Client” means any property owner, homeowner, tenant, property manager, or other individual or entity for whom Company has contracted to perform Services, or with whom Company is in active negotiations regarding Services.
(b) “Project” means any specific job or scope of work assigned to Subcontractor by Company pursuant to a Work Order.
(c) “Work Order” means a written document issued by Company to Subcontractor that describes the specific scope of work, Project address, compensation, timeline, and any Project-specific terms for a particular Project, in the form issued through the online onboarding record, Company project-management platform, or other Company-approved written method.
(d) “Proprietary Information” means all business plans, systems, sales methods, pricing, customer and prospect lists, operational procedures, marketing materials, forms, agreements, trade secrets, and all other confidential information related to Company’s business, whether or not marked as confidential.
(e) “Work” means all labor, services, materials, equipment, and deliverables furnished by Subcontractor under this Agreement and any Work Order.
(f) “Rate Schedule” means the schedule of agreed-upon rates submitted, accepted, countersigned, or otherwise approved through the online onboarding record, Company project-management platform, or another Company-approved written method, which shall govern compensation for all Work unless a Work Order expressly provides otherwise.
(g) “CompanyCam” means the CompanyCam mobile application used by Company for project photo documentation, or such other documentation platform as Company may designate from time to time.
(h) “Hazardous Materials” means any substance, material, or waste that is regulated by any federal, state, or local governmental authority, including but not limited to asbestos, asbestos-containing materials, lead-based paint, polychlorinated biphenyls, mold, and any substance defined as hazardous under CERCLA, RCRA, the Clean Air Act, the Clean Water Act, TSCA, or any state or local equivalent.
2. Engagement and Scope
(a) Company may, in its sole discretion, offer Projects to Subcontractor on a project-by-project basis by issuing a Work Order. Nothing in this Agreement shall be construed to require Company to offer any minimum number of Projects to Subcontractor, nor shall Subcontractor be obligated to accept any particular Work Order.
(b) Each Work Order shall be incorporated into and governed by this Agreement. In the event of a conflict between a Work Order and this Agreement, the terms of this Agreement shall control unless the Work Order expressly states otherwise and is signed by an authorized officer of Company.
(c) No Work shall commence until a Work Order has been executed by both Parties. Subcontractor shall perform all Work in strict conformance with the Work Order, all applicable building codes, manufacturer specifications, and industry best practices.
3. Independent Contractor Relationship
(a) Subcontractor is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties. Subcontractor shall not take any action or make any statement inconsistent with its status as an independent contractor.
(b) Neither Subcontractor nor any of its directors, officers, agents, or employees shall be or be deemed to be an employee of Company. Subcontractor acknowledges that Company does not control the manner, means, or methods by which Subcontractor performs the Work, except to the extent necessary to ensure conformance with the Work Order and applicable codes and standards.
(c) Subcontractor represents and warrants that it is not entitled to and hereby waives all right to workers’ compensation benefits, unemployment compensation, or any other employee benefits from Company under any federal, state, or local law. This waiver shall survive termination or expiration of this Agreement.
(d) Subcontractor shall not hold itself out as an employee or agent of Company and shall not make any representations, warranties, or commitments on behalf of Company without prior written authorization.
(e) Subcontractor represents and warrants that neither it nor any of its principals, officers, or employees is a convicted felon, nor is currently charged with or under investigation for any criminal act involving theft, fraud, or violent behavior. This representation is ongoing, and Subcontractor shall immediately notify Company if this representation becomes false at any time during the term of this Agreement.
4. Compensation and Payment
(a) Compensation. Subcontractor’s compensation for each Project shall be calculated in accordance with the Rate Schedule (Exhibit B), applied to the quantities determined by the applicable third-party measurement report (such as GAF QuickMeasure, EagleView, HOVER, or another provider designated by Company) as specified in the Work Order. All quantities are determined solely by the measurement report; there is no adjustment for waste on the labor side, and Subcontractor is paid based on measured quantities only. Such compensation shall constitute Subcontractor’s sole and complete compensation for all Work performed under such Work Order.
(b) Billing and Collection. Company shall invoice the Client for all Services rendered by Subcontractor. Subcontractor shall direct all Clients to make payments payable to “BRQ Services, LLC.” Subcontractor shall immediately deliver to Company any payments received directly from any Client. Subcontractor shall not accept, solicit, or negotiate any payment directly from any Client.
(c) Condition Precedent to Payment. Company’s obligation to pay Subcontractor is expressly conditioned upon and subject to: (i) Company’s receipt of payment in full from the Client for the applicable Project; (ii) satisfactory completion of all Work as determined by Company and the Client; and (iii) Subcontractor’s compliance with all terms of this Agreement, including the documentation requirements of Section 17. The Parties acknowledge and agree that receipt of payment from the Client is a condition precedent to Company’s obligation to pay Subcontractor, and not merely a timing mechanism. This provision shall be enforceable to the maximum extent permitted under the laws of New Jersey, Pennsylvania, and Delaware.
(d) Payment Backstop (Pennsylvania Projects Only). For Projects located in the Commonwealth of Pennsylvania only, and notwithstanding Section 4(c), if Company has not received payment from the Client within one hundred twenty (120) days after Subcontractor’s satisfactory completion of the Work (as confirmed by Company), Company shall pay Subcontractor the agreed compensation regardless of whether payment has been collected from the Client, provided that Subcontractor is not in breach of any provision of this Agreement. Upon such payment, Subcontractor shall assign to Company all of Subcontractor’s rights and claims against the Client related to such payment. This subsection shall not apply to Projects located in New Jersey, Delaware, or any other jurisdiction.
(e) Payment Timing. Subject to satisfaction of the conditions in Section 4(c) or 4(d), payment shall be made to Subcontractor on the Friday following the week in which all conditions precedent have been satisfied.
(f) Offset and Withholding. Company may offset against any amounts due to Subcontractor: (i) any damages, costs, or expenses incurred by Company as a result of Subcontractor’s breach of this Agreement; (ii) the cost of correcting or completing defective or incomplete Work; (iii) any back-charges for materials, equipment, or labor furnished by Company on Subcontractor’s behalf; (iv) any fines, penalties, or assessments imposed on Company as a result of Subcontractor’s acts or omissions; and (v) the value of any Company-furnished materials lost, damaged, or wasted by Subcontractor in excess of reasonable industry waste allowances. Company shall provide written notice to Subcontractor of any offset, including the basis therefor.
(g) No Lien on Payments. Subcontractor acknowledges that all payments collected by Company from Clients are the property of Company until disbursed to Subcontractor in accordance with this Section, and Subcontractor has no lien, security interest, or equitable claim to such funds prior to disbursement.
5. Taxes
Subcontractor acknowledges that as an independent contractor, it is solely responsible for the payment of all federal, state, and local taxes, including without limitation income taxes, self-employment taxes, estimated tax payments, sales and use taxes, workers’ compensation premiums, and unemployment compensation contributions. Company shall not withhold any taxes from payments to Subcontractor and shall issue a Form 1099-NEC to Subcontractor for each calendar year in which payments are made.
6. Insurance and Licensure
(a) Insurance Requirements. Throughout the term of this Agreement and for a period of two (2) years following completion of the last Project, Subcontractor shall procure and maintain, at its own expense, the following minimum insurance coverages:
(i) Commercial General Liability: $500,000 per occurrence / $1,000,000 aggregate, including completed operations, products liability, and contractual liability;
(ii) Workers’ Compensation: Statutory limits as required by the state in which the Work is performed, with Employer’s Liability limits of not less than $100,000 per accident / $500,000 disease policy limit / $100,000 disease per employee;
(iii) Commercial Automobile Liability: State-mandated minimum limits for the state in which the Work is performed, covering all owned, hired, and non-owned vehicles;
(b) Additional Insured. All policies required under Section 6(a) shall name BRQ Services, LLC, its officers, directors, members, managers, employees, and agents as additional insureds. All policies shall include a waiver of subrogation in favor of Company.
(c) Certificates. Subcontractor shall furnish Company with certificates of insurance evidencing the required coverages prior to commencing any Work. Certificates shall provide that Company will receive not less than thirty (30) days’ prior written notice of cancellation, non-renewal, or material change in coverage.
(d) Subcontractor’s Obligation. The failure of Company to require evidence of insurance shall not relieve Subcontractor of its obligation to maintain the required coverages. Subcontractor’s insurance shall be primary and non-contributory with respect to any insurance carried by Company.
(e) Licensure. Subcontractor shall obtain and maintain, at its own expense, all federal, state, and local licenses, permits, certifications, and registrations required to perform the Work in the applicable jurisdiction, including without limitation New Jersey Home Improvement Contractor registration, Pennsylvania Home Improvement Contractor registration, and any equivalent registration or licensure required by Delaware or any local municipality. Subcontractor shall provide copies of all such licenses and registrations to Company upon request. Any fines, penalties, or costs resulting from Subcontractor’s failure to maintain proper licensure shall be borne solely by Subcontractor.
7. Nondisclosure and Confidentiality
(a) Subcontractor acknowledges that in the course of performing Work under this Agreement, Company may disclose or make available to Subcontractor certain Proprietary Information. Subcontractor agrees that all Proprietary Information is of a special, unique, and extraordinary character and shall be used solely in connection with performing Work for Company.
(b) During the term of this Agreement and at all times thereafter, Subcontractor shall not, directly or indirectly, disclose, communicate, use, or permit the use of any Proprietary Information for any purpose other than performing Work for Company. Subcontractor shall hold all Proprietary Information in strict confidence and shall take all reasonable measures to prevent unauthorized disclosure.
(c) Neither Subcontractor nor any of its agents, employees, representatives, assigns, or family members shall copy, reproduce, sell, reveal, or disclose any Proprietary Information to any person, firm, association, or entity, except as expressly authorized by Company in writing.
(d) Upon termination or expiration of this Agreement, or upon Company’s request at any time, Subcontractor shall immediately return to Company all documents, files, materials, and copies thereof containing or reflecting Proprietary Information, in no event later than five (5) business days after such termination, expiration, or request.
(e) Subcontractor acknowledges that any unauthorized disclosure of Proprietary Information would cause Company irreparable injury for which monetary damages would be an inadequate remedy, and Company shall be entitled to injunctive relief as provided in Section 12 of this Agreement.
8. Non-Solicitation
(a) Subcontractor acknowledges that during the term of this Agreement, Company will provide Subcontractor with valuable Proprietary Information and Client relationships that Subcontractor would not otherwise have gained but for its relationship with Company. Accordingly, Subcontractor agrees that during the term of this Agreement and for a period of two (2) years after the termination or expiration thereof (for any reason), Subcontractor shall not, directly or indirectly:
(i) Solicit, contact, or attempt to solicit any Client to whom Subcontractor provided any Work during the term of this Agreement, or with whom Subcontractor had contact as a result of its relationship with Company, for the purpose of providing any services competitive with those offered by Company;
(ii) Accept any work from or perform any services for any Client described in Section 8(a)(i), whether directly or through any other person, entity, or intermediary;
(iii) Solicit, recruit, or attempt to solicit any employee, independent contractor, or agent of Company to sever his or her relationship with Company.
(b) Nothing in this Section shall prohibit Subcontractor from conducting its customary trade or business for clients with whom Subcontractor had no contact as a result of its relationship with Company and who did not become known to Subcontractor through Work performed under this Agreement.
(c) If Subcontractor violates any provision of this Section, the restricted period shall be extended by a period equal to the duration of such violation.
9. Warranty
(a) Subcontractor warrants that all Work shall: (i) strictly conform to all applicable specifications, drawings, manufacturer requirements, Work Order descriptions, building codes, and other requirements of this Agreement; (ii) be performed in a good and workmanlike manner consistent with the highest standards of the trade; (iii) be free from defects in workmanship, materials, and design; and (iv) be fit for the intended use described in the Work Order.
(b) The warranty period shall commence upon final acceptance of the Work by Company and the Client and shall extend for a period of five (5) years. This warranty shall run concurrently with, but shall not limit or reduce, any manufacturer warranty applicable to materials or equipment installed as part of the Work.
(c) If any defect or nonconformity appears within the warranty period, Subcontractor shall, at Company’s option, promptly repair, replace, or re-perform the defective Work at Subcontractor’s sole expense, including all labor, materials, and transportation costs. If Subcontractor fails to commence corrective action within five (5) business days of written notice, Company may perform or procure the corrective work and charge all costs to Subcontractor.
(d) Company and its Clients shall be the holders of all warranties. Clients are intended third-party beneficiaries of this warranty. Company shall have the right to inspect Work at all times during performance and during the warranty period.
10. Indemnification
(a) Subcontractor shall defend, indemnify, and hold harmless Company, its officers, directors, members, managers, employees, agents, successors, and assigns (collectively, “Company Indemnitees”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or in connection with:
(i) Subcontractor’s performance or failure to perform the Work;
(ii) any negligent, reckless, or intentionally wrongful act or omission of Subcontractor or its employees, agents, or lower-tier subcontractors;
(iii) any breach of this Agreement by Subcontractor;
(iv) any violation of applicable law, regulation, code, or ordinance by Subcontractor;
(v) any claims by Subcontractor’s employees or agents for wages, benefits, workers’ compensation, or employment-related matters;
(vi) any taxes, penalties, or assessments imposed on Company in connection with Subcontractor’s engagement;
(vii) any damage to property or injury to persons arising from Subcontractor’s Work; and
(viii) any claim, fine, penalty, remediation cost, or liability arising from the presence, disturbance, release, or improper handling of Hazardous Materials encountered or disturbed during the Work, including but not limited to violations of the EPA RRP Rule, NESHAP, or any state or local environmental regulation.
(b) To the extent that applicable law prohibits indemnification for losses arising from Company’s own negligence, the indemnification obligation in this Section shall be limited accordingly but shall remain in full force and effect with respect to all other covered claims.
(c) Company shall not be liable to Subcontractor or any third party for any indirect, incidental, consequential, punitive, or exemplary damages, or lost profits, arising out of or related to this Agreement.
(d) Subcontractor shall include indemnification provisions substantially similar to this Section in all agreements with its lower-tier subcontractors.
11. Environmental Compliance and Hazardous Materials
(a) Subcontractor represents and warrants that it is fully trained, certified, and qualified to identify, handle, and work in the presence of Hazardous Materials that may be encountered in the course of performing exterior construction and remodeling Work, including but not limited to lead-based paint, asbestos-containing materials, and mold.
(b) EPA RRP Compliance. For all Work performed on residential structures built prior to 1978, Subcontractor shall comply with the EPA’s Renovation, Repair, and Painting Rule (40 CFR Part 745) and all applicable state and local lead-safe work practice requirements. Subcontractor shall maintain a current EPA Lead Renovator Firm Certification and shall ensure that at least one Certified Renovator is assigned to and present at each such Project. Subcontractor shall provide copies of all certifications to Company prior to commencing Work.
(c) Asbestos. If Subcontractor encounters or suspects the presence of asbestos or asbestos-containing materials during the Work, Subcontractor shall immediately stop all work in the affected area, secure the area, and notify Company in writing. Subcontractor shall not resume work in the affected area until a qualified environmental professional has assessed the area and Company has provided written authorization to proceed. All handling, abatement, and disposal of asbestos-containing materials shall be performed by Subcontractor or its qualified subcontractor in compliance with all applicable NESHAP, OSHA, EPA, and state regulations, at Subcontractor’s sole expense.
(d) General Environmental. Subcontractor shall comply with all applicable federal, state, and local environmental laws, regulations, and ordinances in the performance of the Work, including proper disposal of construction debris, paint waste, and chemical products. Subcontractor shall not discharge or dispose of any material into storm drains, waterways, or onto the ground.
(e) Subcontractor shall defend, indemnify, and hold harmless Company Indemnitees from and against any and all claims, fines, penalties, remediation costs, and liabilities arising from Subcontractor’s failure to comply with this Section or from the disturbance, release, or improper handling of any Hazardous Materials during the Work.
12. Injunctive Relief
Subcontractor acknowledges and agrees that any actual or threatened violation of Sections 7, 8, or 23 of this Agreement would cause Company irreparable harm for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages, posting a bond or other security, or exhausting the arbitration procedures set forth in Section 13. The exercise of this right shall not limit Company’s right to pursue any other remedies available at law or in equity, including claims for monetary damages through arbitration.
13. Dispute Resolution
(a) Mediation. Prior to initiating arbitration, the Parties shall attempt in good faith to resolve any dispute through informal negotiation for a period of not less than fifteen (15) days. If the dispute remains unresolved, either Party may initiate mediation by providing written notice to the other Party. Mediation shall be conducted in Camden County, New Jersey, by a mutually agreed-upon mediator. If the Parties cannot agree on a mediator within ten (10) days, either Party may request the American Arbitration Association (“AAA”) to appoint one. The costs of mediation shall be shared equally.
(b) Arbitration. If mediation fails to resolve the dispute within thirty (30) days of the mediator’s appointment, either Party may submit the dispute to binding arbitration administered by the AAA under its Construction Industry Arbitration Rules then in effect. Arbitration shall take place in Camden County, New Jersey. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs of arbitration, except that the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and arbitration costs from the non-prevailing Party.
(c) Exception for Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction as provided in Section 12, without first exhausting the mediation or arbitration procedures in this Section.
(d) Continuation of Work. Pending resolution of any dispute, Subcontractor shall continue to perform all Work in accordance with this Agreement unless otherwise directed by Company in writing.
14. Governing Law; Venue; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. To the extent that any proceeding is properly brought in a court of law (including applications for injunctive relief), venue shall lie exclusively in the state or federal courts sitting in Camden County, New Jersey. Subcontractor irrevocably consents to personal jurisdiction in such courts and waives all defenses of lack of personal jurisdiction and forum non conveniens.
15. Permits
Unless otherwise specified in the Work Order, Subcontractor shall be solely responsible for obtaining and maintaining all permits, inspections, and governmental approvals required for the Work at Subcontractor’s expense. Company may, in its sole discretion, elect to reimburse Subcontractor for permit fees, but shall have no obligation to do so unless expressly agreed in the Work Order. Subcontractor shall provide copies of all permits to Company prior to commencing Work.
16. Change Orders and Contract Deviations
(a) No deviation from or addition to the scope of Work described in a Work Order shall be performed by Subcontractor unless authorized by a written change order signed by an authorized representative of Company. Verbal authorizations are not binding on Company.
(b) Subcontractor shall take no direction regarding the Work from any Client, homeowner, architect, engineer, or other trade contractor. All communications regarding changes to the Work must be routed through Company.
(c) Work performed outside the scope of a Work Order without a signed change order shall be at Subcontractor’s sole risk and expense, and Company shall have no obligation to compensate Subcontractor for such unauthorized work.
17. Project Documentation and CompanyCam
(a) Subcontractor shall download, install, and actively use CompanyCam (or such other documentation platform as Company may designate) on at least one mobile device present at each Project site at all times during performance of the Work.
(b) Subcontractor shall photograph and upload to CompanyCam the following at minimum for each Project:
(i) Before photos: Complete documentation of existing conditions prior to commencement of any Work, including all elevations, roof planes, and areas to be affected;
(ii) During photos: Documentation of key stages of the Work, including tear-off/demolition, substrate condition, underlayment installation, flashing details, and any concealed conditions encountered;
(iii) After photos: Complete documentation of finished Work from all elevations and angles, plus detail shots of all flashing, transitions, and penetrations;
(iv) Issue photos: Immediate documentation of any defects, damage, concealed conditions, or Hazardous Materials encountered during the Work.
(c) All photos shall be uploaded to the correct Project in CompanyCam on the same day they are taken. Failure to maintain required photo documentation may result in delay of payment until documentation is provided.
(d) All photographs, videos, and documentation uploaded to CompanyCam or otherwise created in connection with the Work shall be the exclusive property of Company. Company shall have an unrestricted, perpetual, royalty-free right to use such materials for any business purpose, including marketing, advertising, website content, social media, and Client references.
18. Materials
(a) Company-Furnished Materials. Unless otherwise specified in the Work Order or the Rate Schedule, Company shall supply all materials for the Work. Upon delivery to the Project site, Subcontractor assumes full responsibility for the care, storage, protection, and security of all Company-furnished materials. Subcontractor shall be liable for any loss, theft, damage, or waste of Company-furnished materials beyond reasonable industry waste allowances, and Company may offset the value of such materials against amounts owed to Subcontractor.
(b) Excess Materials. Upon completion of the Work, Subcontractor shall return all excess Company-furnished materials to a location designated by Company. Subcontractor shall not retain, sell, or dispose of excess materials without Company’s written consent.
(c) Subcontractor-Purchased Materials. Subcontractor shall not purchase materials without prior written authorization from Company unless otherwise provided in the Work Order. Subcontractor shall not be reimbursed for materials purchased without Company’s prior authorization. For all authorized purchases, Subcontractor shall submit copies of receipts to Company within forty-eight (48) hours.
(d) Subcontractor shall handle, store, and install all materials in strict accordance with manufacturer specifications and applicable codes.
19. Site Maintenance and Cleanup
(a) Subcontractor shall maintain the Project site in a clean, orderly, and safe condition at all times during the performance of the Work. Subcontractor shall perform daily cleanup, including removal of debris, waste materials, and unused materials from work areas.
(b) Subcontractor shall protect all Client property, including but not limited to landscaping, driveways, walkways, vehicles, pool equipment, HVAC units, fences, and interior surfaces, from damage during the Work. Any damage to Client property caused by Subcontractor shall be repaired or replaced at Subcontractor’s sole expense.
(c) Upon completion of the Work, Subcontractor shall leave the Project site broom-clean and free of all debris, waste, tools, and equipment. A final walk-through and magnet sweep (for roofing projects) shall be performed before Subcontractor leaves the site. Company reserves the right to charge back to Subcontractor the cost of any cleanup performed by Company or a third party.
20. Timely Performance
(a) Time is of the essence with respect to Subcontractor’s performance under this Agreement and each Work Order. Subcontractor shall complete all Work within the timeframe specified in the applicable Work Order.
(b) If Subcontractor becomes aware of any actual or potential delay, Subcontractor shall notify Company in writing within twenty-four (24) hours, including a detailed explanation of the cause and a proposed recovery plan. Such notification shall not relieve Subcontractor of its obligation to complete the Work on time.
(c) Subcontractor shall keep Company fully informed at all times of the status of the Work, including any pending or anticipated delays, material availability, or scheduling conflicts.
(d) Liquidated Damages for Delay. If Subcontractor fails to complete the Work by the completion deadline specified in the Work Order, and such delay is not caused by a force majeure event under Section 29 or by Company’s acts or omissions, Subcontractor shall pay Company liquidated damages in the amount of Five Hundred Dollars ($500.00) per calendar day for each day the Work remains incomplete beyond the deadline, for a period not to exceed five (5) consecutive calendar days. The Parties acknowledge and agree that this amount represents a reasonable pre-estimate of Company’s actual damages from such delay, including but not limited to extended equipment and dumpster rental, project management costs, Client concessions and inconvenience credits, scheduling disruption to other committed projects, and potential re-procurement costs, and is not intended as a penalty.
(e) Actual Damages After Liquidated Period. If the delay continues beyond five (5) calendar days past the completion deadline, Company shall be entitled to recover its actual, documented damages for each additional day of delay, provided that such actual damages exceed the liquidated damages amount set forth in Section 20(d). The liquidated damages for the first five (5) days shall serve as a minimum floor and shall not be reduced or offset by actual damages for that period. Company may offset any liquidated or actual damages under this Section against amounts owed to Subcontractor under this or any other agreement.
21. Inspections and Approvals
(a) All Work is subject to inspection and approval by Company and, where applicable, the Client and any governmental authority having jurisdiction. Company’s inspection shall not relieve Subcontractor of its obligations under this Agreement or any warranty.
(b) If Company or the Client does not approve the Work, Company may withhold all compensation until the Work has been corrected to Company’s and the Client’s satisfaction. Company shall provide written notice of any deficiency, and Subcontractor shall commence corrective action within two (2) business days of receipt of such notice.
22. Termination for Convenience
(a) Company may terminate all or any part of this Agreement or any Work Order for its convenience upon written notice to Subcontractor.
(b) Upon termination for convenience, Subcontractor shall immediately stop all Work as directed by Company and take all reasonable steps to mitigate costs. Company shall pay Subcontractor for Work satisfactorily completed prior to the effective date of termination, as determined by Company, less any amounts previously paid and any offsets under Section 4(f). Subcontractor shall not be entitled to compensation for unperformed Work or anticipated profits.
(c) Company may audit Subcontractor’s books and records related to any termination claim to verify amounts owed.
23. Termination for Default
(a) Company may terminate all or any part of this Agreement or any Work Order upon written notice if Subcontractor: (i) fails to perform the Work in accordance with this Agreement or the Work Order and does not cure such failure within forty-eight (48) hours of written notice; (ii) fails to make sufficient progress so as to endanger timely completion and does not provide an acceptable recovery plan within forty-eight (48) hours of written notice; (iii) commits a material breach of any provision of this Agreement and does not cure such breach within forty-eight (48) hours of written notice; (iv) becomes insolvent, files for bankruptcy, or has a petition in bankruptcy filed against it; or (v) fails to maintain required insurance or licensure. Notwithstanding the foregoing, Company may terminate immediately without a cure period for any safety violation, violation of Section 7, 8, or 11, abandonment of Work, or fraud.
(b) Upon termination for default, Company may: (i) require Subcontractor to transfer all permits and deliver all completed or partially completed Work, materials, and equipment; (ii) complete the Work using other contractors, with all excess costs charged to Subcontractor; and (iii) offset any damages from amounts owed to Subcontractor under this or any other agreement.
(c) Subcontractor shall remain liable for all damages incurred by Company as a result of Subcontractor’s default, including the cost of re-procurement, corrective work, delay damages, and related expenses.
24. Client Relationships and Proprietary Information
(a) Subcontractor acknowledges and agrees that all Clients are customers of Company and not of Subcontractor. Subcontractor shall not perform any work for any Client outside the scope of a Work Order without Company’s prior written consent.
(b) If Subcontractor performs unauthorized work directly for a Client during the term of this Agreement or the restricted period set forth in Section 8, Subcontractor shall pay Company the greater of: (i) Company’s standard fee for such work as if it had been performed under a Work Order; or (ii) the total amount received by Subcontractor from the Client for such work.
25. Company Branding and Intellectual Property
(a) Subcontractor shall not use Company’s name, logo, trademarks, trade names, or branding (including “D’Bros Exteriors,” “BRQ Services,” or any related marks) on any vehicle, uniform, clothing, signage, business card, website, social media account, advertisement, or any other medium without Company’s prior written consent.
(b) Subcontractor shall not represent itself as Company, as a division of Company, or as Company’s authorized representative to any Client, prospective client, supplier, or member of the public.
(c) This restriction reinforces and is consistent with the independent contractor relationship set forth in Section 3. Unauthorized use of Company branding may constitute evidence of a misrepresented employment relationship and shall be grounds for immediate termination under Section 23.
26. Lien Waivers
(a) As a condition of each payment, Subcontractor shall execute and deliver to Company a conditional lien waiver in a form acceptable to Company upon submission of each payment request, and an unconditional lien waiver upon receipt of each payment.
(b) Nothing in this Section shall be construed to waive or limit Subcontractor’s statutory lien rights as afforded under the laws of New Jersey, Pennsylvania, or Delaware, except to the extent that Subcontractor has received payment and has executed an unconditional waiver.
27. Theft and Loss
Subcontractor is responsible for the proper storage and security of all materials, tools, and equipment on the job site, including Company-furnished materials. Company shall not be liable for any loss, theft, or damage to Subcontractor’s materials, tools, or equipment, regardless of cause.
28. Release of Information
Except as required by law, Subcontractor shall not make any public statement, press release, social media posting, online review, or public communication regarding this Agreement, any Project, any Client, or Company without Company’s prior written consent. Nothing in this Section shall be construed to prohibit Subcontractor from reporting legitimate safety concerns, legal violations, or exercising rights protected by law.
29. Force Majeure
Neither Party shall be liable for delays in performance caused by acts of God, natural disasters, pandemics, government orders, labor disputes not involving Subcontractor’s workforce, or other events beyond the reasonable control of the affected Party. The affected Party shall provide prompt written notice of such event and use commercially reasonable efforts to mitigate the delay. If a force majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected Work Order without liability for the unperformed Work.
30. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier; or (d) sent by email with confirmed receipt. Notices shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as a Party may designate in writing.
31. Assignment and Subcontracting
(a) Subcontractor shall not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, in whole or in part, without Company’s prior written consent. Any purported assignment without such consent shall be void.
(b) Subcontractor shall not engage any lower-tier subcontractor to perform any portion of the Work without Company’s prior written consent. Subcontractor shall remain fully responsible for the Work of any approved lower-tier subcontractor and shall require all lower-tier subcontractors to comply with the terms of this Agreement.
(c) Company may freely assign this Agreement to any affiliate, successor, or purchaser of all or substantially all of Company’s assets.
32. Attorneys’ Fees
In any action, arbitration, or proceeding arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing Party.
33. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from this Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
34. Survival
The following Sections shall survive the termination or expiration of this Agreement for any reason: Sections 3(c) (independent contractor waiver), 4(f) (offset), 5 (taxes), 6(a) (insurance tail), 7 (confidentiality), 8 (non-solicitation), 9 (warranty), 10 (indemnification), 11 (environmental), 12 (injunctive relief), 13 (dispute resolution), 14 (governing law), 17(d) (photo ownership), 24 (client relationships), 25 (branding), 26 (lien waivers), 28 (release of information), 32 (attorneys’ fees), and this Section 34.
35. Entire Agreement; Amendment; Waiver
(a) This Agreement, together with all Work Orders, the applicable Rate Schedule, online onboarding records, uploaded documents, acknowledgments, and Company-approved project records, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to the subject matter hereof.
(b) This Agreement may not be modified, amended, or supplemented except by a written instrument signed by an authorized officer of Company. No modification proposed by Subcontractor shall be binding unless expressly accepted in writing by Company.
(c) No waiver by Company of any breach or default shall constitute a continuing waiver or a waiver of any subsequent breach or default, whether of the same or a different provision.
(d) Subcontractor’s execution of this Agreement, acceptance of payment, or commencement of Work on any Project shall constitute Subcontractor’s unqualified acceptance of all terms herein.
36. Third-Party Beneficiaries
Except as expressly provided in Section 9(d) with respect to Clients’ warranty rights, this Agreement is not intended to confer any rights or remedies upon any person or entity other than the Parties and their permitted successors and assigns.
37. Construction and Interpretation
(a) Section headings are for convenience only and shall not affect the interpretation of this Agreement.
(b) This Agreement shall not be construed more strictly against either Party regardless of which Party drafted or was principally responsible for drafting the Agreement or any provision thereof.
(c) As used herein, “including” means “including without limitation,” and “or” is not exclusive.
38. Online Submission; Electronic Signatures
Subcontractor agrees that completing the online onboarding form, checking the required acknowledgments, typing a signature, drawing a signature where requested, uploading required documents, and submitting the form electronically constitutes execution and delivery of this Agreement. The Parties agree that electronic records, checkbox acknowledgments, typed signatures, drawn signatures, timestamps, IP logs, user agent logs, stored PDFs, and related onboarding records may be used to prove the content, timing, and acceptance of this Agreement and shall have the same legal effect, validity, and enforceability as original ink signatures. Any Work Order or Rate Schedule may also be executed, accepted, or delivered electronically unless Company requires a different written method for a specific Project. Electronic copies of this Agreement and related onboarding records shall be deemed originals for all purposes.
39. OSHA Compliance and Safety Requirements
In accordance with OSHA requirements, Subcontractor shall protect the employment and workplaces of each of its employees and agents engaged in Work under this Agreement by complying with all applicable safety and health standards. Subcontractor shall include these safety requirements in all agreements with lower-tier subcontractors and suppliers.
Entry onto any Project site, Company property, or job site constitutes acknowledgment by Subcontractor, its employees, agents, and invitees of their obligation to adhere to these safety requirements.
Subcontractor shall establish and maintain an effective safety and health program meeting or exceeding OSHA’s Safety and Health Program standards, including all requirements outlined in this Section. Subcontractor shall be solely responsible for implementing and monitoring compliance with its safety program.
VIOLATIONS
If Subcontractor or its personnel are found non-compliant with any safety requirement, they will not be allowed on Company property or the job site until compliance is achieved. Any resulting damages, including delay damages, shall be borne by Subcontractor.
Company will generally oversee safety performance of Subcontractors. When violations are observed, Company shall notify the responsible Subcontractor for immediate correction. It is the sole responsibility of Subcontractor to devise and implement corrective measures. If Company deems it necessary to stop work due to the nature of a violation, work shall be halted until the violation is corrected, with all costs of the stoppage borne by Subcontractor.
Subcontractor shall be given a reasonable time to correct violations, reflecting the severity and urgency of the violation. Immediate correction may be required for imminent hazards. If Subcontractor fails to correct violations within the time specified, Company may take the following actions:
Conduct a meeting with Subcontractor’s supervisor and Company’s project team to document corrective action and implementation timeline;
Remove the unsafe condition using other work forces, with costs charged back to Subcontractor;
Remove Subcontractor personnel, including field supervision;
Issue a letter of non-compliance to Subcontractor’s office with a copy to their insurance carrier;
Terminate all or part of Subcontractor’s engagement for inadequate safety performance or failure to comply with safety requirements.
GROUNDS FOR IMMEDIATE DISCHARGE OF SUBCONTRACTOR PERSONNEL
Gross negligence of safety rules, repeated violations, or refusal to follow safety requirements;
Fighting, horseplay, or sleeping on the job;
Theft;
Possession of or being under the influence of drugs or alcohol;
Willful destruction of property;
Possession of firearms or explosive devices;
Any inappropriate, unwanted verbal or physical conduct toward the public, co-workers, or Clients, or any violation of Company’s harassment policy.
FALL PROTECTION
Unless superseded by a Site-Specific Safety Plan, Subcontractor shall comply with OSHA fall protection requirements (29 CFR 1926 Subpart M). Key elements include:
Perimeter guardrail cables shall be no less than 3/8” IWRC-Galvanized with a minimum of two wire rope clamps at each connection. Perimeter cables and guardrail systems shall not be used as attachment points for fall arrest or restraint unless Subcontractor accepts full responsibility for design, installation, inspection, and applicable requirements;
Subcontractor shall obtain Company’s permission before removing any perimeter cable or guardrail and shall reinstall it upon task completion;
Floor openings of 2” or more must be covered, marked, and secured, with covers rated to withstand twice the intended load;
Personal fall protection equipment shall be inspected in accordance with manufacturer specifications daily and prior to each use;
Damaged equipment or equipment subjected to a fall shall be immediately removed from service;
Work requiring Controlled Access Zones or Fall Protection Plans must be submitted to Company prior to beginning work.
RIGGING AND MATERIAL HANDLING
Rigging shall be inspected prior to use and throughout the workday:
Worn or damaged rigging shall be removed from service immediately. Subcontractor shall comply with OSHA rigging requirements and manufacturer specifications;
Rigging equipment shall not be used beyond its rated capacity;
Materials shall be stacked neatly and in a manner to prevent tipping, falling, shifting, or rolling.
FIRE PROTECTION AND HOT WORK
Before any burning, welding, brazing, soldering, or other hot work is conducted, a Hot Work Permit must be obtained from Company. Terms of the permit must be strictly followed:
All welding and burning shall comply with OSHA standards and industry best practices. Storage and use of cylinders shall comply with OSHA requirements;
All personnel using gas welding or burning equipment shall be fully trained in the use and maintenance of such equipment;
A minimum 10-pound dry chemical ABC fire extinguisher must be within 20 feet of any hot work operation, provided by Subcontractor;
A fire watch must be maintained during and for no less than 60 minutes after completion of hot work;
Compressed gas shall not be used to clean clothing;
Flammable liquids shall be stored and dispensed in OSHA-compliant containers with self-closing lids and flame arresters;
Containers shall be clearly marked with contents, hazard level, and handling requirements;
Flammable liquids shall not be stored within enclosed structures, trailers, stairways, or building exits;
All NO SMOKING and NO OPEN FLAME signs shall be observed.
ELECTRICAL SAFETY
Subcontractor shall inspect all power tools and extension cords prior to each use. Damaged equipment shall be removed from service:
Temporary electrical and lighting installations shall comply with 29 CFR 1926 Subpart K;
All temporary electrical connections shall be protected by a GFCI;
GFCI breakers and outlets shall be tested by Subcontractor prior to use;
Open conductors within 8 feet of a walking surface shall be protected in conduit or equivalent;
A GFCI must be used when using permanent power;
Permanent outlets must have a cover plate installed before use.
LOCKOUT/TAGOUT
When work is performed on equipment, OSHA’s Control of Hazardous Energy standard shall be followed. Subcontractor whose work involves energized equipment shall submit a lockout/tagout program or NFPA 70E compliance plan to Company upon request.
ACKNOWLEDGMENT
Company provides these Safety Requirements and Procedures as a demonstration of its commitment to safety. It is Subcontractor’s sole responsibility to read, understand, and orient its employees and management regarding these minimum expectations. These requirements are not all-inclusive and do not limit Subcontractor’s independent safety obligations. Topics not directly referenced in this Agreement default to applicable OSHA requirements.
Failure to follow safe practices, regardless of whether documented herein, may result in disciplinary action or termination of this Agreement.
ONLINE SIGNATURE AND SUBMISSION RECORD
By submitting the online onboarding form, Subcontractor acknowledges that it has read, understood, and agrees to be bound by all terms and conditions of this Agreement, including the applicable Rate Schedule, OSHA Compliance and Safety Requirements (Section 39), Work Order requirements, uploaded-document requirements, payment instructions, background authorization, and all acknowledgments completed through the form.
The Subcontractor’s business name, mailing address, phone number, email address, license number(s), NJ HIC number, PA HIC number, Delaware registration number, tax identification information, EPA Lead Renovator Firm certification information, signing capacity, signer title/authority, typed signature, drawn signature, submission date, IP address, user agent, and uploaded documents are recorded through the online onboarding form and stored as part of the Company’s onboarding record.
Company acceptance, countersignature, approval, or issuance of a Work Order may be provided electronically, in writing, or through the Company’s project-management platform. Submission of this onboarding form does not guarantee approval, work assignments, a minimum volume of Projects, or acceptance of proposed rates.
WORK ORDER AND RATE SCHEDULE RECORDS
The Parties acknowledge that Work Orders, project-specific scopes, measurement data, start/completion targets, and the applicable Rate Schedule may be created, completed, countersigned, stored, and delivered through the Company onboarding or project-management platform. Each Work Order and accepted Rate Schedule is incorporated into this Agreement by reference when issued or accepted by the Parties. Work Orders remain project-specific, Rate Schedule terms remain subject to Company written approval or countersignature, and no Subcontractor is authorized to begin work until the Company issues or approves the applicable Work Order.
A sample Work Order may be provided as an example only. The sample is not a job assignment, not a promise of work, and not part of the signed legal terms unless separately issued by the Company for an actual Project.
Proposed rate sheet
Select the trade categories you perform, then enter or confirm the rates you are proposing for those services. Only selected categories and line items will be submitted for company review.
Review rule: Select the trade categories you perform and submit the rates you are proposing for those services. Baseline rates may be pre-populated for consistency, and you may revise proposed rates before submitting. Submitted rates are not automatically accepted and are governed by the signed Agreement, Exhibit B, and any written Work Order or countersigned rate schedule.
I hold current authorization/certification to perform GAF Golden Pledge / enhanced warranty roofing work. Show Golden Pledge roofing rates and mandatory Golden Pledge standards.
Roof — Standard / investor gradeStandard roofing, tear-off, underlayment, flashing, ventilation, decking, fascia/soffit/gutters, skylights, and access/difficulty premiums.63 rate fields
SidingVinyl siding, Hardie/fiber-cement siding, housewrap, insulation, sheathing, trim/capping, and siding penetrations/accessories.25 rate fields
WindowsWindow installs, oversized-window surcharge, cut-ins, bay/bow conversion, storm/glass-block/egress windows, and standalone window trim/capping.7 rate fields
DoorsEntry, patio, French, storm, and garage doors, plus standalone door trim/capping where applicable.10 rate fields
FenceVinyl fencing installation, posts, gates, removal/demo, concrete-set post removal, and haul-away lines.10 rate fields
Exterior painting, power washing, concrete surfaces, and other exterior servicesExterior painting, trim painting, power washing for houses/decks/patios/concrete, and related exterior-service rates in the current schedule.5 rate fields
What's in it for you
Review and electronically sign the subcontractor agreement
Submit proposed trade rates for company review
Provide W-9, payment, license, insurance, and background authorization information
Work is handled by accepted work orders, not guaranteed schedules
Contact, company, and W9 identity
Legal name
Phone
Business name, if different
Primary state
Primary market / territory
Company type
Social Security number
Street address
City, state, ZIP
This single address is used for contact records, the agreement file, and W-9 generation. D3 always collects the individual signer's SSN. If you are signing through an LLC, corporation, or partnership, provide the entity's FEIN/EIN above as the entity tax identifier too.
Payment and wire instructions
The Company sends approved contractor payments by domestic wire whenever wire instructions are available. If your bank charges for incoming wires, you may request an ACH exception below. ACH payments take longer to process than domestic wires.
Payee / account holder name
Bank name
Routing number
Account number
Account type
Bank address
Wire notes / special instructions
ACH exception requested: my bank charges for incoming domestic wires, so I ask the Company to pay me by ACH instead. I understand ACH processing time is longer than a domestic wire.
Uploaded documents
Driver license front