1. Proprietary Information, Non-Disclosure, and Non-Solicitation The Client acknowledges and agrees that all estimates, proposals, pricing, scopes of work, specifications, material lists, calculations, methodologies, business processes, and related documents provided by Cooper Home Services constitute confidential and proprietary information. Such information may be generated through proprietary systems, methodologies, artificial intelligence-assisted processes, trade secrets, and other confidential business practices.
The Client shall not reproduce, distribute, publish, disclose, transmit, display, share, copy, reverse engineer, use for competitive bidding purposes, or otherwise transfer any estimate, proposal, pricing information, scope of work, or derivative work thereof, in whole or in part, to any third party without the prior written consent of the Contractor.
The Client acknowledges that the Contractor invests substantial time, effort, training, resources, and financial capital in recruiting, developing, managing, and retaining its employees, subcontractors, and independent contractors. Accordingly, during the term of this Agreement and for a period of twenty-four (24) months following completion, expiration, or termination of the Agreement, the Client shall not directly or indirectly solicit, hire, retain, contract with, engage, employ, refer work to, or otherwise utilize the services of any employee, subcontractor, independent contractor, or agent of the Contractor outside the direct authorization and supervision of the Contractor.
For purposes of this Agreement, "Solicitation" includes, but is not limited to:
• Directly contacting an employee, subcontractor, independent contractor, or agent of the Contractor regarding work outside this Agreement;
• Hiring, retaining, engaging, or compensating any such person for services outside the Contractor's involvement;
• Accepting services from any such person when the Client knows or reasonably should know that the engagement is outside the Contractor's authorization;
• Using a third party, intermediary, family member, business entity, referral source, or other person to indirectly engage or retain such individual;
• Offering compensation, gifts, incentives, future opportunities, or other benefits intended to induce such individual to perform work independent of the Contractor.
The Client further agrees that any violation of this section will cause substantial damages that would be difficult to calculate with precision. Accordingly, the parties agree that liquidated damages in the amount of Fifteen Thousand Dollars ($15,000.00) per employee, subcontractor, independent contractor, or occurrence, whichever is greater, shall be due and payable upon violation. The parties acknowledge that such amount is a reasonable estimate of anticipated damages and is not intended as a penalty.
In addition to liquidated damages, the Contractor shall be entitled to seek injunctive relief, specific performance, attorney's fees, court costs, and any other remedies available at law or in equity.
2. Pricing Authorization & Materials The Client expressly authorizes the Contractor to modify all pricing contained within the estimate as reasonably required by unforeseen conditions, changes in scope, material cost increases, site conditions, code requirements, or other circumstances affecting the work.
The Contractor shall be responsible only for materials supplied, ordered, delivered, fabricated, or otherwise provided directly by the Contractor or the Contractor's subcontractors. If the Client purchases, orders, delivers, stores, selects, or otherwise provides any materials, fixtures, equipment, or products, the Contractor shall not be responsible or liable for measurement errors, sizing, compatibility, fitment, quality, defects, manufacturer issues, delays, shortages, damage, delivery problems, installation complications, additional labor, or additional costs resulting from such materials.
The Contractor makes no warranty, express or implied, regarding any materials, fixtures, equipment, or products not supplied directly by the Contractor. Any manufacturer warranties on Client-supplied materials shall remain solely between the Client and the manufacturer or supplier. Any labor performed in connection with Client-supplied materials shall be provided without warranty unless otherwise agreed in writing.
3. Scope Limitations The estimate is limited strictly to the work, materials, and labor described therein. The estimate expressly excludes taxes, additional labor, material substitutions or upgrades, and any scope modifications. Any deviation from the original scope of work shall constitute a change in scope and will result in additional charges billed to the Client accordingly.
4. Change Order and Scope Modification Agreement In the event that the scope of work is modified after work has commenced, a formal change order will be issued to Customer with the proposed changes requested, and the price estimate. Client hereby authorizes the Contractor to incur any and all material and labor costs reasonably necessary to complete the revised scope of work requested. The Client further acknowledges that such costs may exceed the original estimate, potentially significantly, and can issue a stop-work order to dispute the change order and come to a resolution agreement. If a stop work order is not received the work will continue at the Client’s expense as listed in the change order.
5. Billing Rates for Additional Work All additional labor, office work, and related charges not included in the original estimate shall be billed at the following prevailing rates:
6. Acknowledgment By accepting this estimate, the Client confirms they have read, understood, and agree to all terms and conditions set forth herein.
7. Relationship to Contractor Agreement This document and all terms contained herein are supplemental to and shall be read in conjunction with any existing Contractor Agreement and/or estimate between the Client and Contractor. In the event of a conflict between this document and the Contractor Agreement, the more protective provision in favor of the Contractor shall govern. The existence of a separate Contractor Agreement does not supersede, limit, or otherwise diminish the obligations and authorizations set forth herein.
8. Electronic Signature and Legal Binding Effect The Client agrees that acceptance of this agreement, whether executed via electronic signature, digital acknowledgment, checkbox confirmation, or any other electronic means, shall constitute a valid and legally binding signature with the same full force and effect as a handwritten signature. The Client expressly waives any right to contest the enforceability of this agreement on the basis that it was executed electronically. This agreement shall be binding upon the Client, their heirs, successors, and assigns from the date of electronic acceptance.
9. Contractor Right to Terminate; Payment Disputes and Forfeiture The Contractor reserves the right to terminate this agreement at any time, for any reason or no reason, at the Contractor's sole discretion, without liability to the Client.
In the event of any refusal of payment, disputed payment, chargeback, or discrepancy of any kind, at any time during or after the performance of work, the Client agrees that any and all promotional pricing, discounted rates, bulk pricing, or wrapped bundled pricing reflected in the estimate shall be immediately null and void and deemed forfeited in their entirety. Upon such event, all hours worked, materials supplied, and services rendered shall become immediately due and payable at the Contractor's standard prevailing rates, as follows:
The Client acknowledges that this forfeiture provision is a material inducement to the Contractor entering into this agreement and providing any discounted or promotional pricing, and that such forfeiture is reasonable and enforceable.
10. Blueprints, Permits, Excavation, and Engineering Any blueprints, drawings, or plans provided by the Contractor are prepared for permitting purposes only and shall not be construed, represented, or relied upon as engineering documents. Such drawings do not constitute professional engineering work and shall not be presented as such to any municipality, agency, or third party.
The Client bears sole responsibility for retaining an independent licensed engineer where engineering review, certification, or stamped drawings are required. If the Client wishes the Contractor to engage an independent engineer on their behalf, such a request must be made in writing and will be billed as an additional service. Any costs associated with engineering services, whether retained directly by the Client or through the Contractor, are the sole financial responsibility of the Client unless expressly included in the original estimate.
In the event that submitted plans or designs do not meet the standards required by the applicable municipal or county engineering department, all costs associated with revisions, redesigns, resubmissions, or bringing the plans into compliance shall be the sole responsibility of the Client, unless the Contractor was explicitly engaged and compensated to perform engineering-compliant design work.
In the event that pre-existing code deficiencies or structural non-conformances are discovered in the structure prior to or during the commencement of work, the Contractor shall notify the Client promptly in writing. It is the sole responsibility of the Client to bring the structure into compliance with applicable codes and regulations, whether such remediation occurs before or after the Contractor completes the agreed-upon scope of work. The Contractor assumes no liability for pre-existing conditions, code violations, or structural deficiencies not caused by the Contractor's work.
11. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Any arbitration, litigation, or other legal proceeding arising out of or relating to this Agreement shall be conducted in Luzerne County, Pennsylvania, unless otherwise agreed to in writing by both parties.
12. Force Majeure Contractor shall not be liable for any delay, failure to perform, or interruption of services resulting from circumstances beyond Contractor's reasonable control, including but not limited to acts of God, severe weather events, flooding, fire, labor disputes, supply chain disruptions, material shortages, government-imposed restrictions, utility outages, permit delays, or any other event that renders timely performance impractical or impossible. In such events, Contractor shall notify Customer as soon as reasonably practicable, and the project timeline shall be extended by a period equal to the duration of the force majeure event. This clause shall not relieve Customer of any payment obligations for work already performed or materials already purchased prior to the force majeure event.
13. Photo, Video, Audio and Marketing Authorization Customer hereby grants Contractor a non-exclusive, royalty-free, perpetual license to photograph, record, and document the work performed at the Property, including before, during, and after completion. Contractor may use such images and recordings for marketing, portfolio, social media, advertising, and general business purposes. Contractor shall not disclose the Customer's name, address, or personally identifiable information in connection with such materials without prior written consent of the Customer.
Contractor may Record text audio and video conversations relating to work performed, estimates, requests, or calls into or from Contractor’s phone numbers to or from Customer’s phone numbers, text messages, or messaging app messages. Customer may opt out of audio recording at any time by providing written notice to Contractor for future recordings and use.
14. Limitation of Liability To the maximum extent permitted by applicable law, Contractor's total liability to Customer for any claim arising out of or related to this Agreement, whether in contract, tort, negligence, or otherwise, shall not exceed the total amount paid by Customer to Contractor under this Agreement. In no event shall Contractor be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of use, loss of revenue, loss of profit, or cost of replacement services, even if Contractor has been advised of the possibility of such damages. The parties acknowledge that this limitation of liability is a material term of this Agreement and a reasonable allocation of risk between the parties.
15. Severability If any provision of this Agreement, or any portion thereof, is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement entirely. The invalidity or unenforceability of any such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect as if the invalid or unenforceable provision had never been included.
16. Electronic Identification and Fingerprint Authorization By electronically accepting this Agreement, Customer acknowledges and agrees that their electronic fingerprint, including but not limited to device identifiers, IP address, browser metadata, timestamp, geolocation data, and any other digital identification markers associated with the execution of this Agreement, shall be automatically recorded, documented, and retained by Contractor as part of the binding acceptance record. Customer expressly consents to the collection and retention of such electronic fingerprint data for the purposes of authenticating the Customer's identity, verifying acceptance of this Agreement, and enforcing the terms herein. Such data shall be stored securely and used solely in connection with this Agreement and any related legal proceedings. Customer waives any objection to the admissibility of such electronic fingerprint data as evidence of acceptance and execution of this Agreement.
17. Customer Conduct, Site Access, and Work Interference
Customer agrees to provide Contractor's employees and subcontractors with a reasonably safe, professional, and unobstructed work environment for the duration of this Agreement. Customer shall not hover over, micromanage, interfere with, or otherwise obstruct the work of Contractor's personnel. Excessive questioning, direction, or conduct that undermines the professional judgment of Contractor's technicians, causes undue delay, or creates an agitated or hostile work environment shall constitute a material interference with Contractor's performance.
In the event of such interference, Contractor reserves the right to:
18. Prohibition on Customer-Performed Work
For the duration of this Agreement, Customer is strictly prohibited from performing any work, modifications, repairs, adjustments, or installations on the Property, materials, or any systems related to the scope of work, regardless of whether such work is performed on Customer's own property or materials. This prohibition applies whether or not Contractor's personnel are present on-site at the time.
This restriction exists for the following reasons:
In the event that Customer performs any such prohibited work, the following shall apply:
Customer acknowledges that the fees set forth in this section are reasonable estimates of the harm and exposure created by unauthorized work, are not intended as penalties, and are a material inducement to Contractor entering into this Agreement at the agreed contract price. Customer further acknowledges that this prohibition is a reasonable and material condition of this Agreement, designed to protect the safety, professional integrity, and legal standing of all parties involved.
19. Collection Costs and Attorney Fees In the event Customer fails to make payment when due, Contractor shall be entitled to recover all costs incurred in collecting any outstanding amounts, including but not limited to reasonable attorney's fees, court costs, filing fees, arbitration fees, mediation fees, expert witness fees, collection agency fees, lien filing fees, and any other expenses incurred in enforcing this Agreement. Such amounts shall be added to and become part of the outstanding balance owed by Customer.
20. Mechanics' Lien Rights Nothing contained in this Agreement shall be construed as a waiver of Contractor's right to file, perfect, enforce, foreclose, or otherwise pursue any mechanics' lien, municipal claim, construction lien, or any other statutory or equitable remedy available under Pennsylvania law or any other applicable law for unpaid labor, materials, services, overhead, equipment, mobilization, demobilization, change orders, administrative costs, interest, attorney's fees, or related charges.
21. Suspension of Work Contractor may immediately suspend work, without liability, upon the occurrence of any of the following:
• Late payment or non-payment;
• Disputed payment or chargeback;
• Breach of this Agreement;
• Unsafe working conditions;
• Denial of access to the project site;
• Failure to provide required approvals, information, or decisions;
• Interference with Contractor's work;
• Discovery of unforeseen site conditions requiring additional authorization.
Any suspension shall automatically extend project completion deadlines. Customer shall be responsible for all resulting delays, remobilization costs, storage costs, scheduling impacts, labor escalation costs, material price increases, and any other costs incurred as a result of the suspension.
22. Interest on Past Due Balances Any unpaid balance shall accrue interest at the rate of two percent (2%) after one week and ten percent (10%) per month thereafter of the total amount due, or the maximum rate permitted by applicable law, whichever is more, beginning seven (7) days after the payment due date and continuing until paid in full.
23. Entire Agreement This Agreement, together with any estimate, proposal, change order, contractor agreement, attachment, or incorporated document, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations, and understandings relating to the subject matter herein. No modification shall be binding unless in writing and signed or electronically accepted by both parties.
24. Survival Any provisions which by their nature should survive completion, termination, cancellation, or expiration of this Agreement, including but not limited to payment obligations, warranties, indemnification obligations, confidentiality provisions, non-solicitation provisions, collection rights, limitation of liability provisions, dispute resolution provisions, and lien rights, shall survive indefinitely.
CLIENT ACKNOWLEDGMENT AND ACCEPTANCE
By providing electronic acceptance, the Client acknowledges that they have read, understood, and agree to be bound by all terms and conditions set forth in this agreement and the contractor agreement estimate.
COOPER HOME SERVICES AND FACILITY MAINTENANCE AGREEMENT A Division of Harold & Co LLC Registered Pennsylvania Home Improvement Contractor HOME IMPROVEMENT AGREEMENT
This Agreement (“Agreement”) is entered into between Harold & Co LLC, d/b/a Cooper Home Services and Facility Maintenance (“Contractor”), a Pennsylvania limited liability company, and the undersigned (“Customer”), for services to be performed at the property listed in the attached Estimate (“Property”).
1. Scope of Work Contractor shall perform the work described in the attached Estimate, which is incorporated by reference into this Agreement. Any additional or modified work requires a signed Change Order. Contractor is not responsible for latent conditions (e.g., hidden damage, code violations, mold, asbestos, etc.) discovered during work; such conditions may require additional charges. Paint, stain, or finish color matching is not guaranteed.
2. Estimate Validity Estimates are valid for 14 calendar days from the date issued. Clerical errors, misspellings, or omissions do not create enforceable obligations.
3. Contract Formation & Signatures By electronically or physically signing the Estimate or otherwise accepting services, Customer acknowledges and agrees to the terms of this Agreement. Electronic signatures are valid and enforceable under Pennsylvania and federal law.
4. Payment Terms Deposit: A deposit is required to begin work. For projects exceeding $1,000, a deposit plus material cost is due at signing to secure scheduling and purchase materials. Service Calls: Service calls must be prepaid in full before scheduling. Progress Payments: Projects exceeding three (3) days may require progress payments per the Payment Schedule in the Estimate. Balance Due: All remaining balances are due upon substantial completion of services. Payment Methods: Cash, check, or credit card (processed by Stripe®). A processing fee applies to credit card payments and will be listed on your final invoice; waived if paying by cash/check. Credit Card on File: Customer authorizes Contractor to securely store a valid credit card and charge it for unpaid balances, late fees, or returned check fees. Late Payments: Invoices unpaid after seven (7) days incur a late fee of 2%, then 10% per month or the maximum allowed by law. Mechanic’s Lien: Contractor reserves the right to file a mechanic’s lien for non-payment. Returned Checks: $175 fee per occurrence, in addition to any bank charges.
5. Scheduling & Project Timeline Estimated start and completion dates are provided in the Estimate or additional attachment for projects longer than three (3) days. Scheduling deposits are non-refundable. Material deposits are refundable minus any materials ordered, produced. If a general deposit was agreed upon materials will be separated in any requests. Delays due to weather, material availability, scheduling conflicts, previous agreed projects that extend completion date therefore affecting start date of this project, or other factors outside Contractor’s control shall not be deemed breach of contract. Contractor will notify Customer of such delays.
6. Contractor Certification Contractor is a registered Home Improvement Contractor in Pennsylvania under Act 132. Registration can be verified online or by calling the Bureau of Consumer Protection at 1-888-520-6680. PAHIC#186915
7. Right of Rescission Customer may cancel this Agreement without penalty within three (3) business days of signing if contractor solicited work to be performed. Customer remains responsible for the cost of labor or materials already ordered, purchased, or installed prior to cancellation.
8. Warranties & Disclaimers Contractor warrants that work will be performed in a good and workmanlike manner consistent with industry standards. A Workmanship Warranty, if offered, will be attached to each project agreement. Manufacturer warranties apply to materials, where available. Contractor disclaims liability for consequential damages, loss of use, or delays caused by factors beyond its control.
9. Dispute Resolution Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Luzerne County, Pennsylvania, under the rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction.
10. Entire Agreement This Agreement, including the Estimate and any Change Orders, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions or agreements, whether written or oral.
11. Severability If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.
12. Notices All notices must be delivered in writing via email or certified mail to the addresses listed on the Estimate.
ADDITIONAL NOTICE TO CUSTOMER The credit card processing fee is charged by the payment processor, not as a tax. This can be avoided by paying via cash or check. A valid credit card must remain on file even if Customer pays by other means. Contractor reserves the right to refuse check payments.
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