The relationship between Triserv and Appraiser | Contractor shall be that of independent contractor, and Triserv shall not have any responsibility of any kind for salary, benefits, withholding taxes, FICA, FUTA, unemployment taxes or other charge or burden with respect to Contractor. Nothing contained in this Agreement shall be construed to constitute Contractor as a partner, employee, or agent of Corporation, nor shall either party have any authority to bind the other, in any respect, it being intended that each shall remain an independent contractor responsible for its own actions. Contractor agrees to indemnify and save Triserv harmless against and from any claim for taxes, benefits, withholdings, worker's compensation or other claims based upon their relationship.
Contractor hereby agrees to provide real estate appraisal services and all other services desired by the Corporation. These appraisal services shall include, but are not necessarily limited to those described on Exhibit "A" attached hereto and incorporated herein by this reference. Contractor shall provide their services as a professional and as such shall expend such hours as are required to provide the services. Contractor assures Corporation that they is fully qualified to perform the indicated services and shall do so without necessity for direct supervision or other detailed instruction. Contractor shall furnish all items required for the performance of the agreed service.
Appraiser agrees to preparing and submitting appraisal reports that comply at a minimum with all applicable state and federal laws(FIRREA, Title X, Etc..), USPAP and regulations governing appraisers and appraisals including but not limited to appraisal guidelines published by FNMA, FHLMC, FDIC, OTS, OCC , NCUA, and FHA.
In the event that an appraiser receives notification of or otherwise becomes aware of any claim or concern by any party (including a borrower, owner or occupant of a property) that services rendered for Triserv have violated fair housing or other anti-discrimination laws or regulations, the appraiser will notify Triserv of that concern or claim and cooperate with Triserv in its investigation of the matter.
By signing this agreement, the Appraiser agrees to maintain adequate errors and omissions insurance with a minimum of $300,000 liability coverage. Appraiser further agrees to furnish certificates of coverage of the aforementioned insurance requirements in all states in which business is conducted.
Appraiser acknowledges that during the performance of services under this Agreement, exposure to Personal Information and proprietary business information about Triserv and its associates, clients and consumers may occur. “Personal Information” means information provided to or collected by Appraiser by or at the direction of Triserv, or to which access was provided to Appraiser by or at the direction of Triserv, in the course of Appraiser’s performance under this Agreement that: (i) relates to, describes, identifies, is capable of being associated with or can be used to identify an individual or household (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers); or (iii) otherwise meets the definition of personal information, personal data, personally identifiable information, sensitive personal information or similar term under applicable law, including, but not limited to the California Consumer Protection Act (Cal. Civ. Code § 1798.100 et. seq.) (“CCPA”) and data breach notification laws. All such information is collectively referred to in this Agreement as “Confidential Information.”
Confidential Information does not include any information that is or becomes generally available to the public, other than as a result of disclosure by Appraiser. It also does not include information that was known by Appraiser prior to the time of disclosure of the information, and that knowledge is evidenced in writing; was or becomes available from a source other than the owner if the source was not legally bound to the owner to maintain the confidentiality of the information; or the Appraiser independently develops the information without use of or reference to the Confidential Information.
Appraiser agrees to hold Confidential Information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to any third parties, or use Confidential Information for any purpose other than to supply the services outlined in this Agreement, unless such other use is expressly permitted by a written agreement executed by the client, or required by law or legal process.
Appraiser agrees to take all reasonable measures (including without limitation such measures taken to safeguard Appraiser’s own Confidential Information) to ensure the security and confidentiality of all Confidential Information, to protect against anticipated threats or hazards to the security or integrity of such Confidential Information, and to protect against unauthorized access to or use of such Confidential Information. Appraiser will comply with all applicable laws, regulations, guidelines, and rules concerning the confidentiality of consumer information, including the Gramm-Leach-Bliley Act (“GLBA”), the EU’s General Data Protection Regulation (GDPR) and USPAP.
Appraiser shall not (i) sell, share or otherwise disclose any Confidential Information to any third party other than its duly authorized subcontractors for purposes of performing the Services or (ii) collect, retain, use, or otherwise disclose or otherwise process Confidential Information, including Personal Information, for any purpose other than as necessary to provide the Services specified in this Agreement or outside the direct relationship between Appraiser and Triserv. Except as permitted by applicable law, Appraiser shall not combine Confidential Information with any Personal Information that Appraiser receives from or on behalf of any third party, or which Appraiser collects from its own interaction with the individual to which the Personal Information relates. Appraiser shall be responsible for ensuring compliance with this section by its subcontractors, agents, representatives, employees, contractors, or other personnel, and shall be liable for any unauthorized collection, receipt, transmission, access, storage, disposal, use, sale or disclosure of, or other violation of section with respect to, Confidential Information that is under the control or in the possession of, or otherwise received or processed pursuant to the Agreement or the provision of the Services by Appraiser and its subcontractors, employees, contractors, other personnel, agents and representatives. Within 60 days of the termination of the Agreement, Appraiser will return all Confidential Information, and securely delete any copies of such data, within Appraiser’s or its subcontractors’ possession, custody or control. Without limiting any other requirements set forth in this Agreement, Appraiser represents, warrants and certifies that it understands and will comply with the restrictions set forth in this section. The parties intend and agree that, with regard to Appraiser’s processing of Confidential Information, Appraiser is processing such Confidential Information on behalf of and at the direction of Triserv for Triserv’s business purposes and Appraiser is a “service provider” or “processor” or other similar designation under applicable Laws, including the CCPA with respect to the processing of Confidential Information.
Upon Triserv’s written request and with respect to any Personal Information included in the Confidential Information in Appraiser’s or its subcontractors’ possession, custody or control, Appraiser will (and will require that its subcontractors will) (i) promptly, and in any event within thirty (30) days of Appraiser’s receipt of Triserv’s request, delete any Personal Information included in the Confidential Information from Appraiser’s or its subcontractors’ physical and electronic records, and (ii) promptly, and in any event within ten (10) days of Appraiser’s receipt of Triserv’s request, provide access to and a copy of such Personal Information included in the Confidential Information, or update or amend such Personal Information included in the Confidential Information. Notwithstanding anything herein to the contrary, Confidential Information that is Personal Information will continue to be subject to the confidentiality, privacy, and security obligations under this Agreement following the expiration or earlier termination of this Agreement for so long as Appraiser or any approved subcontractor on Appraiser’s behalf maintains such Personal Information. Confidential Information is disclosed to Appraiser only for the limited purpose of providing the Services. Triserv has the right to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.
Appraiser represents and warrants that at all times during the term of the Agreement it will: (a) comply with all applicable Law, rules, and regulations regarding data privacy and security (including the CCPA); and (b) maintain and enforce appropriate administrative, technical and physical safeguards to ensure the confidentiality, integrity and availability of Confidential Information that are at least equal to those required by applicable Law, and (ii) to the extent not inconsistent with the foregoing, no less rigorous than industry-accepted information security standards (the “Privacy and Security Requirements”). Appraiser will promptly notify Triserv in writing if Appraiser determines it can no longer comply with its obligations under the Privacy and Security Requirements.
Appraiser shall immediately notify Triserv, in writing, of any actual or reasonably suspected unauthorized access to, or disclosure or acquisition of, Confidential Information (“Security Breach”). Appraiser will provide Triserv with a detailed, written report regarding the extent of data exposure, including the number and identity of affected individuals, if known, the status of remediation efforts and other relevant details of such breach as may be reasonably requested by Triserv. Appraiser shall provide updated, written reports to Triserv at regular intervals. Appraiser will similarly notify Triserv, in writing, of any unauthorized disclosure, misuse, alteration, destruction or other compromise of that Confidential Information. Such notification will be made to compliance@triservllc.com. On notice of any Security Breach, Appraiser will immediately institute appropriate controls to maintain and preserve all documents, records and other data relating to the breach in accordance with industry best practices.
Appraiser recognizes that a breach of this Confidentiality clause may cause irreparable harm to Triserv, and that actual damages may be difficult to ascertain. Appraiser agrees that in the event of such breach, Triserv shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available.
