Home Improvement Consumer Protection Act (HICPA) Contract License

CONTRACT LICENSING AGREEMENT

THIS CONTRACT LICENSING AGREEMENT (the "Agreement") is entered into between Kurtz & Revness, P.C. ("Licensor"), and you, your employees, agents, servants, contractors, representatives, predecessors, officers, owners, directors, shareholders, employers, partners, affiliates, and any and all related, affiliated and subsidiary entities, corporations and divisions, and any other individual or entity acting or failing to act on behalf of any of them or using in any way or for any purpose the Contract described below which is the subject of this Agreement ("Licensee"). By clicking on the "I Agree to the above Terms" box below, Licensee affirmatively accepts and agrees to all of the terms, conditions and limitations contained within this Agreement, and agrees that doing so shall have the same force, purpose and effect as if Licensee had physically signed the Agreement.

RECITALS

Licensor has developed through significant time, effort and expense, the written contract and accompanying addendum forms, notice form and materials (the "Contract"), the license for which Licensee has agreed to purchase under this Agreement, and which is intended to comply with the Pennsylvania Home Improvement Consumer Protect Act, Pennsylvania General Assembly, Senate Bill No. 100, Session of 2007, Printer's No. 2484, 75 P.S. §§ 517.1 - 517.19 (the "Act"). Licensee acknowledges the proprietary nature of the Contract and wishes to use the Contract subject to the terms and conditions of this Agreement.

In consideration of all of the preceding and the covenants and agreements contained below, Licensor and Licensee, intending to be legally bound, agree as follows:

LICENSE

Exclusivity of Use by Licensee and Non-Disclosure

Licensor hereby grants to Licensee a limited license to use the Contract solely and exclusively for Licensee's own business purposes in connection with Licensee's own business. As an express inducement to Licensor to enter into this Agreement, Licensee hereby warrants and represents that Licensee is a Contractor performing Home Improvements as defined by the Act and that Licensee is not an attorney, law firm, or employee, agent, servant or representative of an attorney or law firm. Licensee shall not sell, share, sublicense, provide, disseminate, produce, reproduce, transfer, or assign the Contract or any of its terms and provisions in any manner whatsoever with or to any other individual, entity or company other than Licensee, except that Licensee may distribute or disclose the Contract, in the regular course of Licensee's business, to employees, agents, independent contractors, customers, prospective customers, insurers, Realtors(r), or any attorney engaged to prosecute or defend any litigation or claim involving Licensee. Licensee may make copies of the Contract in connection with its use of the Contract for Licensee's business purposes, however all copies shall be subject to this Agreement. Licensee agrees to instruct its employees, agents, contractors, independent contractors, customers, prospective customers, insurers, Realtors(r), attorneys and all others who are permitted access to the Contract under this Agreement, that the Contract is Licensed and subject to the terms and limitations of this Agreement. Licensee agrees to use its best efforts to prevent any of its employees, agents, contractors, independent contractors, customers, prospective customers, insurers, Realtors(r), attorneys and all others who are permitted access to the Contract under this Agreement from violating any of the terms and limitations of this Agreement. The Contract is protected by copyright protection under applicable law, and neither the Contract nor any of the rights or privileges conferred on Licensee by virtue of this Agreement shall be sold, shared, sublicensed, provided, disseminated, produced, reproduced, transferred, or assigned by or to any other individual, entity or company other than Licensee. Licensee hereby acknowledges and agrees that Licensor has made the Contract available for purchase in the general marketplace, and that the Contract may be purchased and used by other individuals, entities or companies. Licensee has no exclusive right to use the Contract as against any other individual, entity or company.

Term

This Agreement shall continue and remain in full force and effect until terminated by either party as provided herein below.

Fee

Prior to downloading or using the Contract for any purpose, Licensee shall and has agreed to pay to Licensor the entire fee set forth on Licensor's website in lawful currency of the United States of America. The entire final fee paid by Licensee to Licensor under this Agreement is non-refundable.

Changes or Modifications to Agreement

This Agreement may not be changed, modified or amended in any way without the express written and signed consent of Licensor.

Changes or Modifications to Contract

Licensor has developed through significant time, effort and expense, the Contract which if used properly, in Licensor's judgment, complies with the Pennsylvania Home Improvement Consumer Protect Act, Pennsylvania General Assembly, Senate Bill No. 100, Session of 2007, Printer's No. 2484, 75 P.S. §§ 517.1 - 517.19 (the "Act") as enacted in its current form. Due to the nascence and emerging nature of the Act, as well as the current virtual absence of binding case law precedent and limited available legislative guidance, Licensor does not recommend that Licensee make any substantive changes to the Contract. LICENSOR CANNOT BE RESPONSIBLE FOR, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY OF ANY NATURE, KIND AND DESCRIPTION FOR, ANY CHANGES OR MODIFICATIONS TO THE CONTRACT BY ANY PARTY OTHER THAN LICENSOR. Any changes, additions, modifications or enhancements made to the Contract by Licensor shall be subject to this Agreement and remain the proprietary property of Licensor.

Additional Rights of Licensor

Licensor has the right to suspend or revoke the Licensee's license and privilege to use the Contract at any time, for any length of time, and for any reason including, without limitation, Licensor's failure to receive payment from Licensee under this Agreement, Licensor's reasonable belief that Licensee has used, is using or intends to use the Contract for any purpose deemed improper in the sole discretion of Licensor or for any purpose unauthorized by the terms of this Agreement, or the breach by Licensee of any term, condition or provision of this Agreement, in the sole discretion of Licensor. In the event that Licensor exercises any right of suspension or revocation hereunder, Licensee remains obligated to continue to comply with all of Licensee's obligations under this Agreement, including without limitation the obligations of non-disclosure as more fully set forth in the paragraph captioned "Exclusivity of Use by Licensee and Non-Disclosure" set forth above.

Termination

This Agreement shall continue and remain in full force and effect until terminated by either party. Either party may terminate this Agreement at any time by providing written notice of termination to the other party. Notice to Licensor shall be sent via regular United States mail, postage pre-paid to: Kurtz & Revness, P.C., c/o HICPA Coordinator, Three Glenhardie Corporate Center, 1265 Drummers Lane, Suite 209, Wayne, PA 19087. Notice to Licensee may be sent via any written means of communication, e.g., United States mail, electronic mail or facsimile, using the contact information provided by Licensee in connection with Licensee's entry into this Agreement and purchase of the limited license for the Contract or as provided by Licensee thereafter. In the event this Agreement is terminated by any party or the rights and privileges granted to Licensee under this Agreement are suspended or revoked by Licensor for any reason, Licensee's obligations under this Agreement, including without limitation the obligations more fully set forth in the paragraph captioned "Exclusivity of Use by Licensee and Non-Disclosure" set forth above, shall remain in full force and effect. Upon termination of this Agreement as set forth herein, Licensee shall immediately stop using the Contract for any purpose, other than for those home improvements for which Licensee has entered into a written Contract with an owner prior to the date of termination of this Agreement, and Licensee shall immediately destroy all unused copies of the Contract.

Notices

Written notice to either party for any purpose under this Agreement shall be provided in the manner set forth in the paragraph relating to Termination set forth herein above.

Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the law of the Commonwealth of Pennsylvania.

No Waiver

No delay or omission of the Licensor to exercise any right or power arising under this Agreement shall impair any such right or power or be considered to be a waiver of any such right or power or any acquiescence therein, nor shall the action or inaction of Licensor impair any right or power hereunder.

Nascence and Emerging Nature of the Act

Licensor has developed through significant time, effort and expense, the Contract which if used properly, in Licensor's judgment, complies with the Pennsylvania Home Improvement Consumer Protect Act, Pennsylvania General Assembly, Senate Bill No. 100, Session of 2007, Printer's No. 2484, 75 P.S. §§ 517.1 - 517.19 (the "Act") as enacted in its current form. Licensee understands and agrees that due to the nascence and emerging nature of the Act, as well as the current virtual absence of binding case law precedent and limited available legislative guidance, Licensor cannot anticipate or guarantee whether the Contract or any provision thereof will ultimately be upheld, enforced or deemed to be in compliance with the Act by any court of law, and Licensee may still be subject to the penalties for noncompliance set forth in the Act by, inter alia, using the Contract.

SCOPE OF REPRESENTATION

Licensor's representation of Licensee is limited only to the sale and purchase of the Contract, unless otherwise agreed to in writing and signed by the parties (the "Representation"). Licensee warrants and represents that Licensee is fully and uniquely familiar with the nature, purpose and activities of Licensee's business, and that due to the nature of this transaction, Licensor may have limited or none of this knowledge, information, authority and/or control over Licensee or Licensee's business in order to, inter alia, make a determination as to the applicability of the Act to any particular contractor, individual, entity or Licensee, or to ensure Licensee's compliance with all of the terms, conditions, requirements and prohibitions of the Act. Licensor has made available to Licensee general information about the Act, and has provided Licensee with access to the full text of the Act. Licensee hereby warrants and represents that Licensee has read and reviewed the Act in its entirety, and that Licensee understands all of the terms, conditions, requirements and prohibitions of the Act. It is Licensee's sole and exclusive responsibility to determine the actual applicability of the Act to Licensee, the ultimate advisability of entering into this Agreement after consultation with independent legal counsel as discussed herein, and to ensure Licensee's compliance with all of the terms, conditions, requirements and prohibitions of the Act, if applicable, as these matters, among others, are outside the scope of the Representation as set forth above.

Entire Agreement/Severability

This Agreement contains the entire agreement and understanding between the parties relating to the Contract, and can only be modified by a writing signed by both parties. In the event any provision of this Agreement is held to be invalid or unenforceable by a court, all the other terms and provisions of this Agreement shall remain and continue in full force and effect.

Modification of the Agreement

No modification, amendment or waiver of any provision of this Agreement shall in any way be effective unless the same is agreed to in writing and signed by Licensor. Licensor may modify or amend any of the terms of this Agreement at any time upon notice to Licensee.

Equitable Relief

Licensee acknowledges that monetary damages are not a sufficient or adequate remedy for any breach or threatened or reasonably anticipated breach of this Agreement by Licensee. Therefore, Licensor may, in addition to any other available remedies, apply for and be granted a temporary or permanent injunction or restraining order, restraining the breach or threatened or reasonably anticipated breach of this Agreement.

Additional Representations by Licensee

Licensee hereby warrants and represents that Licensee has read and understood all the provisions of this Agreement, as well as the terms, conditions, requirements and prohibitions of the Act, which may be accessed by clicking this link: http://www.attorneygeneral.gov/hic.aspx, and clicking on the "Home Improvement Law" icon. Licensee has no obligation to enter into this Agreement, and may choose not to do so. Licensee may also seek other legal counsel for consultation and advice on the applicability of the Act to Licensee and Licensee's compliance with the Act. Licensee has the right to consult independent legal counsel prior to entering into this Agreement in order to obtain an independent third party evaluation of the terms of this Agreement and the advisability of entering into this Agreement by counsel who is uninvolved in this transaction, and Licensor recommends that Licensee do so. Licensee warrants, represents and agrees that Licensee has had a reasonable opportunity to seek the advice of independent legal counsel prior to entering into this Agreement.

Licensee further warrants and represents that the individual entering into this Agreement on behalf of Licensee is fully authorized and empowered to do so and is authorized and empowered to legally bind Licensee and Licensee's employees, agents, servants, contractors, representatives, predecessors, officers, owners, directors, shareholders, employers, partners, affiliates, and any and all related, affiliated and subsidiary entities, corporations and divisions, and any other individual or entity acting or failing to act on behalf of any of them, to all of the terms and provisions of this Agreement.