This Master Territory Licensing Agreement (the "Agreement") is entered into and made effective as of the date referenced above by and between ToolsVault Commercial Dispatch Network, an independent preconstruction and contractor dispatch service ("Licensor"), and the commercial contracting entity set forth below ("Licensee"):
Licensor hereby grants to Licensee, and Licensee accepts, the sole and exclusive first-right entitlement to receive commercial subcontractor bid solicitations, planroom takeoffs, and preconstruction estimate inquiries originating within the designated 5-digit ZIP code territory ("Allocated Territory") for the specified trade classification. Licensor covenants that during the Term of this Agreement, no competing prime or trade subcontractor within the same CSI division shall be allocated priority dispatch rights for said Allocated Territory.
All commercial requests for quotation (RFQs), tenant improvement (TI) package inquiries, and planroom invitations delivered through ToolsVault platform nodes shall route immediately to Licensee’s designated dispatch email and mobile SMS notification system. Licensee covenants to maintain professional responsiveness, acknowledging incoming commercial preconstruction invitations within two (2) business days to ensure project schedule integrity.
Licensee shall maintain active subscription standing at the guaranteed monthly licensing rate of $49.00 USD per month per allocated 5-digit ZIP territory. Licensor warrants and guarantees that this licensing rate is locked and immune from rate escalation for a period of twelve (12) consecutive months from the Effective Date. Subscriptions may be paused or cancelled at any time by Licensee without termination penalties; upon cancellation, territorial exclusivity is released to general network availability.
Throughout the active Term, Licensee is granted an unencumbered, royalty-free institutional software license to utilize the ToolsVault Commercial Estimator Suite, including browser-based labor burden calculators, standard CSI scope protection riders, and downloadable Excel bid models (.xlsx) for all commercial prime contracting operations.
Licensee represents and warrants that it is a properly licensed and insured commercial trade contractor in good standing under the laws of the applicable municipal and state jurisdiction. Nothing in this Agreement shall be construed to create an employer-employee, partnership, or joint venture relationship between Licensor and Licensee.