If you run a company that matches RMOs with contractors—providing admin coordination, documentation tracking, and CSLB license support—your contracts determine whether you're a neutral matchmaker or a liable party when things go wrong.
Many RMO matching services inadvertently create agency relationships that make them liable for the contractor's work. This guide shows you how to structure agreements that clearly define (and limit) your role.
Typical services include:
- RMO matching - Connecting licensed RMOs with contractors who need qualifiers
- Admin coordination - Handling paperwork between RMO and contractor
- Documentation tracking - Monitoring insurance, bonds, and license status
- CSLB support - Helping with license applications and renewals
- Compliance monitoring - Tracking expiration dates and requirements
None of these services involve actual construction work. But if your contracts imply oversight or control of the contractor's operations, you could be treated as if you did.
The danger is being treated as:
- Agent of the contractor - Liable for contractor's acts within scope of agency
- Joint venturer - Liable as if you're in business together
- Supervisor of construction - Liable for construction defects you should have prevented
A matching service's contract said they would "coordinate oversight of the contractor's operations." When the contractor built a defective foundation, the plaintiff argued the matching service had assumed supervisory responsibility. The case settled, but the matching service paid a significant portion.
You need separate agreements with each party, plus the RMO-Contractor agreement
This agreement between your company and the contractor who needs an RMO should:
- Define your services as matching and administrative only
- Explicitly disclaim any supervisory or construction oversight role
- State you are not the contractor's agent
- Require contractor to maintain insurance naming you as additional insured
- Include contractor's indemnification of your company
- Require contractor to comply with all CSLB requirements
- Address payment terms and fee structure
- Include termination rights for CSLB violations or complaints
"Company provides RMO matching and administrative coordination services only. Company does not supervise, direct, or control Contractor's construction operations. Company is not Contractor's agent and has no authority to bind Contractor or make decisions on Contractor's behalf."
This agreement between your company and the RMOs in your network should:
- Define the RMO's independent contractor status
- Clarify that RMO's qualifying duties run to the contractor, not to you
- State you don't control how RMO performs oversight duties
- Address compensation structure
- Include RMO's representations about license status and qualifications
- Require RMO to maintain professional liability insurance
- Include mutual indemnification provisions
- Address exclusivity and non-compete terms (if any)
"RMO is an independent contractor, not an employee or agent of Company. RMO's supervision and control obligations under CSLB regulations run directly to the Contractor, not to Company. Company does not direct or control how RMO performs qualifying duties."
You should provide a template agreement for the direct relationship between RMO and Contractor. This should:
- Define oversight duties specifically (not vaguely)
- Establish reporting requirements
- Address compensation from contractor to RMO
- Include insurance requirements
- Contain mutual indemnification
- Specify termination rights and CSLB notification
- Limit RMO's liability exposure appropriately
If you leave RMOs and contractors to create their own agreements, they may create terms that inadvertently increase your exposure. A well-drafted template protects everyone—including you.
Avoid contract language that implies you're acting for or controlling the contractor:
"Company will coordinate oversight of Contractor's operations"
"Company will ensure Contractor complies with CSLB requirements"
"Company manages the RMO relationship on behalf of Contractor"
"Company supervises the RMO's performance"
"Company represents Contractor in licensing matters"
"Company provides information about CSLB requirements; Contractor is solely responsible for compliance"
"Company facilitates introduction between RMO and Contractor; supervision duties are between RMO and Contractor directly"
"Company tracks documentation status and provides reminders; Contractor is responsible for maintaining required documentation"
- Don't sign documents on contractor's behalf - Even with a POA, this creates agency
- Don't make representations to CSLB - Let contractor communicate directly
- Don't direct the RMO's supervision activities - They should determine how to comply
- Don't get involved in construction disputes - Refer back to contractor and RMO
- Keep separate branding - Don't appear to be one business with the contractor
- Invoice separately - Your fees vs. RMO fees should be distinct
Services. Company provides the following administrative services: (a) matching Contractor with qualified RMO candidates; (b) tracking expiration dates for insurance, bonds, and license renewals; (c) providing reminders and notifications regarding upcoming deadlines; and (d) facilitating document exchange between Contractor and RMO. Company does not provide construction supervision, construction management, quality control, or legal advice. Company makes no representations regarding any RMO's qualifications beyond their CSLB license status.
No Agency. The relationship between Company and Contractor is that of independent service provider and client. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Company has no authority to act for, represent, or bind Contractor in any manner. Company is not responsible for Contractor's construction operations, business decisions, or compliance with applicable laws and regulations.
Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Contractor's construction operations; (b) any construction defect or deficiency; (c) Contractor's breach of this Agreement; (d) any claim by a customer, subcontractor, or third party relating to Contractor's work; or (e) any CSLB complaint or disciplinary action against Contractor's license.
Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CONTRACTOR TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
- General Liability - $1M/$2M for premises liability and general operations
- Professional Liability / E&O - $1M+ for errors in your administrative services
- Cyber Liability - If you store contractor/RMO data electronically
Note: Standard GL policies may exclude claims arising from construction defects, even if you're only tangentially involved. Discuss your specific business model with your insurance broker.
From Contractors:
- General Liability - $1M/$2M minimum, your company as additional insured
- Workers' Compensation - Statutory limits (if employees)
- Auto Liability - $1M CSL
- Contractor's Bond - $25,000 CSLB requirement
From RMOs:
- Professional Liability - $500K+ recommended
- Personal liability coverage for qualifier activities
Get certificates with 30-day cancellation notice and make insurance maintenance a condition of continued service.
- Review all three agreement types
- Identify liability exposure gaps
- Agency relationship analysis
- Written recommendations
- Suggested revisions
- Client/Contractor Agreement
- RMO Services Agreement
- RMO-Contractor Template
- Insurance requirement exhibits
- CSLB compliance checklist
- 45-min strategy call
- One revision round