Terms of Services Agreement

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This Terms of Service Agreement (“Agreement”) is entered into between Small Law Firm Recruiting (“SLFR”) and the client company named below (“Client”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

THE DETAILS…

BASICALLY…

1. TERM.

This Agreement shall become effective on the date the Client authorizes his or her credit card to be charged to purchase services from SLFR (“Effective Date”) and, unless otherwise provided for in this Agreement, shall continue until terminated as is set forth in the paragraph titled “TERMINATION” below.

Starts when you pay us. Continues unless you stop it.

2. SCOPE OF SERVICES.

SLFR will only provide the Services as set forth in the Client’s invoice. Certain terms used within said invoice are defined in more detail herein.

Look to your invoice for what we’ve agreed to do for you. Detailed definitions below.

3. CONSULTING.

Provided Client has elected to do so, SLFR will provide operations consulting to small businesses, giving advice and recommendations on best practices and recommended solutions. Such advice may include, depending on the nature of the services purchased by the Client:

We provide top-shelf consulting services as part of much of what we do. Including…

A.  Our “Defining Success” process designed to help the Client calculate the return on investment (ROI) of a new hire, create a job description and applicant scorecard, and create a fit assessment using the Kolbe conative personality profiling system.

… our Defining Success Process …

B.  Our “Onboarding” process designed to run the Client’s new hire through a four (4) week training course, followed by weekly check-ins to monitor their progress transitioning into their new role over the first twelve (12) weeks of their employment; or, alternatively, to run an existing hire through a ten (10) week part-time course curriculum.

… our Onboarding Process …

C. Provided Client has elected to do so, SLFR will provide human resource management services for Client on a consulting basis, including, but not limited to, serving as the Client’s designated human resource contact, draft/amend Client’s employee handbook, provide appropriate forms, policies and job descriptions, assist in the evaluation of employees’ exempt/non-exempt status, employment practices training, advisory services on employment-related claims and assistance with various other human resource functions, such as interviewing, job offers, performance reviews, disciplinary action, termination and exit interviewing. It is expressly understood that SLFR is not a Professional Employer Organization (PEO). At no point in SLFR’s relationship with Client will any of Client’s employees be co-employed by both Client and SLFR in a Professional Employer Organization capacity. SLFR’s human resources services are limited to a consultative capacity only.

… Human Resources Consulting services (Just don’t confuse these with PEO services, or a co-employment arrangement) …

D. Fractional Chief Talent Officer (CTO) consulting services, such as best practices and the sharing of templates related to compensation strategies, employee onboarding, and success coaching.

… And other Fractional Chief Talent Officer (CTO) consulting services.

Regardless of the form in which our consulting services take, Client understands that SLFR is not a law firm and does not provide any form of legal advice.

Just keep in mind that we’re not a law firm and can’t give any form of legal advice.

4. RECRUITING.

Provided Client has elected to do so, SLFR will provide certain recruiting services to Client.

Of course, recruiting services are our bread and butter, so read this section carefully.

A. SLFR’s Duties and Responsibilities. SLFR will:

i. At the request of Client, recruit, screen and interview candidates in accordance with the Defining Success process outlined above, and as necessary to provide Client with a vetted pool of three (3) “A-fit” clients for the role, as defined by the Defining Success process; and

In short, we’ll do what it takes to find you three potential rock-star candidates, all carefully vetted before we waste your time with them.

ii. Provide Client with a Kolbe fit assessment for each candidate within the final vetted pool of candidates.

… including Kolbe testing.

B. Client’s Duties and Responsibilities. Client will:

All we need from you is…

i. Utilize Client’s best efforts to fully comply with the Defining Success process outlined above, to ensure the requirements for this role are crystal clear between all parties involved;

… to play all in with our Defining Success process…

ii. Utilize Client’s best efforts to work with the recruiter to timely answer questions and review information for vetted applicants, timely interview finalist applicants, and prepare a formal offer letter to any applicant selected for hire within two weeks of making that decision; and

… work with us to move the recruiting process along efficiently…

iii. Utilize Client’s best efforts to fully participate in the Onboarding process defined above, including, among other activities: (a) The completion of any course material assigned to the Client him or herself. This especially includes the in the Employee Value Proposition (EVP) component of this curriculum. (b) Holding meetings, as outlined in the paragraph below, with the Client’s new hire on at least a weekly basis for at least their first six (6) months of employment. (c) And keeping SLFR immediately abreast of any changes, concerns or developments pertinent to the Client’s relationship with their new employee as soon as those development arise… and well in advance of making any moves to terminate the relationships with the employee.

… play all in with our Onboarding process, keeping us abreast of any challenges or concerns as soon as they arise…

iv. Recognizing that inadequate communication is the number one reason most new hires (especially top-level executive hires) fail, Client will, as a condition precedent to receiving the Recruiting Guarantee noted below, setup procedures to be able to positively verify that regular meetings between Client and Client’s new hire have taken place which minimally satisfies the requirements below:

a. At least one meeting must take place every single week between Client and their new hire for at least the first six (6) months after their hire date.

b. Each meeting must last at least 30 minutes and must be conducted in person, over the phone, or via some video conferencing technology. Communications made exclusively in writing (via email, text, or other written communication) will not constitute a weekly meeting for the purposes of this paragraph.

c. Each meeting must cover at least the four key agenda items outlined below:

i. A discussion about the previous week’s work, and any gaps that may have been revealed between expectations & reality in terms of the quality or speed of execution by the new hire.

ii. A discussion about how many hours the new hire worked last week, and where that time was spent.

iii. A discussion about priorities for the coming week and the authority the new hire has to make any relevant decisions surrounding them.

iv. A discussion of how these priorities align with the 90-day Personal Business Contribution Plan for the new hire, and where said hire stands in progress against that plan more broadly (within that larger 90-day context).

… and validate that you’ve been diligent about communicating clearly and regularly (at least weekly) with your new hire for at least the first six (6) months of your relationship, as outlined here.

v. Client’s successful fulfillment of the duties outlined in this paragraph are a condition precedent to Client being entitled to the Recruiting Guarantee outlined below.

Do that, and you’re entitled to our one-year Recruiting Guarantee.

vi. Background checks. If Client has a policy of conditioning all offers of employment for Client’s employees on passing a background check, it will be Client’s responsibility to perform said background check. Client cannot rely on SLFR to administer this process for them. SLFR may, at SLFR’s sole discretion, chose to perform its own background checks as part of SLFRs vetting process, but SLFR is limited by law from disclosing much detail from such a process beyond whether the applicant “passed” or “failed” said background check by often ill-defined and poorly-understood criteria. Thus, it is SLFRs policy and recommended best practice to refer clients to third-party vendors who can assist clients in performing their own background checks, to the extent said background checks are part of a client’s existing Human Resources policies. Note that local laws may prohibit or restrict certain types of background checks. Client is exclusively responsible for ensuring all efforts to perform background checks comply with legal guidelines at all times.

Oh, and if you really want to look deep into the background of anyone you’re looking to hire, you really need to do that yourself. We may choose to perform our own background checks as part of our process, but we’re limited in what we can share with you about what we learn. So, we recommend you do your own.

C. Refunds and Guarantees.

We like happy clients.

i. Refunds. If the Client, after engaging SLFR’s recruiting services (as defined in this section of the Agreement) and paying the invoice for the same, (a) ultimately decides that no acceptable applicant can be found, (b) removes the hiring requirement for this contracted-for position, or (c) decides not to complete the recruiting process for any reason, Client will be refunded 75% of the portion of their fee specifically allocated to Recruiting Services as defined herein, and itemized on Client’s invoice. No portion of fees related to SLFR’s consulting services is ever deemed refundable.

So, if we can’t find you someone you want to hire – even after we’ve invested stupid amounts of time and money into trying our best to do so, we’ll refund 75% of your Recruiting Services fee.

ii. Recruiting Guarantee. Conditioned on the full completion of Client’s duties as outlined in this section above, especially as relates to the Defining Success, Onboarding, and communications portions of SLFR’s process, Client is entitled to a one-year guarantee for any placement made with the help of SLFR’s recruiting services. If the working relationship between Client and the new employee is terminated within one year of the employee’s hire date, SLFR will recruit a replacement to hire free of charge and provide Onboarding services for said replacement as well. Client must engage SLFR to recruit the replacement hire within three months of the termination date of the first hire, or the right to this guarantee is waived. The replacement hire comes with no guarantee, as this guarantee only includes one replacement hire.

And if the person you do hire ends up quitting or getting fired within a year, will find you a replacement for free. Assuming, that is, that you held up your part of the bargain by playing all in with our process – especially the Defining Success, Onboarding, and communications portions of said process as outlined above.

5. STAFFING.

Provided Client has elected to do so, SLFR will provide certain staffing services to Client.

A. SLFR’s Duties and Responsibilities. SLFR will:

We primarily focus on recruiting services, not staffing services. But if we’re staffing for you…

i. At the request of Client, recruit, screen, interview, and assign its employees (“Leased Employees”) to perform the type of work described in a separate agreement which incorporates these terms under Client’s supervision from time to time. Such Leased Employees shall provide services under Client management and supervision and, except for Leased Employees who work from home or engage in Client-related travel, at a facility or in an environment controlled by Client. Attached hereto as Exhibit 2 is a list of the names of the Leased Employee(s) to be placed initially with Client, and the starting date for each Leased Employee. Unless otherwise agreed to by the parties, this Agreement shall apply to additional Leased Employees provided by SLFR as requested by Client hereunder from time to time. Should Client request additional services subsequent to the execution of this Agreement, and such services are not listed herein, or should either Client or SLFR request changes to rates, compensation or other terms for any Leased Employee working under the terms of this Agreement, any such additions or changes will be mutually agreed to in writing and executed by the authorized representatives securing this Agreement. Such agreed-upon terms shall become a part of this Agreement, as amended;

We promise to do all the things required by law to make that relationship legit.

Basically, we’re responsible for things like paying wages and payroll taxes, providing benefits, and all that type of stuff for any “Leased Employee” (sometimes referred to as leased employees) we give you who is really employed by SLFR.

ii. Pay the Leased Employees such wages as are agreed upon between the parties;

We’ll pay all Leased Employees.

iii. Provide the Leased Employees such benefits as are agreed upon between the parties and set forth on Exhibit 3, or as may be required under law, including the Affordable Care Act and any guidance or regulations issued thereunder, and any other benefits as are agreed upon between the parties;

… administer all their benefits…

iv. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Leased Employees; and

… withhold taxes from their paychecks…

v. Require all Leased Employees to agree to comply with the Client’s employee handbook; sign confidentiality agreements (in the form of Exhibit 4) before they begin their assignments to Client; and require certain Leased Employees designated by Client, if any, to sign agreements (in form acceptable to Client) before they begin their assignments to Client. Pay the Leased Employees such wages as are agreed upon between the parties.

…and require them to sign things like confidentiality and employee handbooks you generate as necessary for them to operate within your firm well.

B. Leased Employee Status.  All individuals leased to Client pursuant to this Section 8 shall, for all purposes under this Agreement, be considered employees of SLFR only. SLFR shall assume the sole and exclusive responsibility for the payment of wages to individuals for services performed and the withholding of Federal, State and local income taxes, paying Federal Social Security and Medicare income taxes, unemployment insurance and maintaining worker’s compensation coverage in an amount and under such terms as required by state law. SLFR shall treat all staff leased to Client as “employees” of SLFR and not as “independent contractors”. SLFR shall not terminate any Leased Employee without the approval of Client, such approval not to be unreasonably withheld. SLFR warrants that it is in compliance with all State and Federal laws applicable to the employment of the individuals who are referred to Client. In order to ensure compliance with the requirements of this section, Client may at any time during or after the terms of this Agreement, audit and inspect all books, documents, files and records of SLFR relating to its performance under this Agreement. Client, without limitation, shall have access to: all payroll records, Federal, State and local tax withholding records, and other filings and records related to Workers’ Compensation, Disability Insurance, and Unemployment Insurance. Any breach of agreement concerning the “misclassification” of employees to “independent contractor” status, failure to withhold all applicable payroll taxes, assigning without Workers’ Compensation Insurance may result in termination of this Agreement, at the election of Client.

Basically, any “Leased Employee” we provide you is treated like an SLFR employee for all legal and compliance purposes, but managed by you, in accordance with your employee handbook, confidentiality agreements, etc.

In fact, you have the right to audit our records anytime you’d like to confirm that we really are treating all employees leased to you like proper SLFR employees -not just independent contractors.

And if you find out we’re “misclassifying” workers, or not keeping a tight ship in this regard, that can be grounds for you to terminate this entire Agreement if you’d like.

C. Client’s Duties and Responsibilities. Client will:

i. Properly supervise Leased Employees performing its work and be responsible for its business operations, products, services, and intellectual property;

But none of this means you can just abdicate your responsibility to do right by any employee leased to you.

ii. Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Leased Employees to operate any vehicle or mobile equipment, or entrust them with unattended premises (except for off-site employees), cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables, in each case without SLFR’s approval or as reasonably required in the performance of the applicable Leased Employee’s job description;

It’s your job to…

Properly supervise them.

iii. Provide Leased Employees who are working at Client’s facilities with a safe work site and provide such Leased Employees appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at Client’s facilities;

Give them a safe work environment.

iv. Not change Leased Employees’ job duties without SLFR’s approval, not to be unreasonably withheld;

Let us know if there are any changes to their job duties.

v. Not make any offer or promise relating to Leased Employees’ compensation or benefits without SLFR’s approval, not to be unreasonably withheld;

Don’t go making promises you can’t deliver on RE benefits or compensation.

vi. At all times maintain on deposit with SLFR a cash amount equal to one month’s estimated charges hereunder (as estimated by SLFR in its reasonable discretion), as security for (and not in payment of) amounts due hereunder. Following termination of this Agreement, such deposit shall be refunded to Client, less any amounts applied by SLFR in its sole discretion to amounts due hereunder;

Keep a current deposit on account with SLFR so we can continue to pay his or her salary as required.

vii. Within the first forty (40) hours worked by any Leased Employee(s), Client shall review the Leased Employee(s) performance and decide whether to continue the engagement of such Leased Employee. If Client is dissatisfied with the performance of the Leased Employee, and Client wishes SLFR to terminate its engagement of such Leased Employee, Client must notify SLFR within the initial forty (40) hours, specifying the reasons for its dissatisfaction, and Client shall not be required to pay for the hours worked by that Leased Employee during the initial forty (40) hour period, provided its reasons for termination are not unlawful and are bona fide in SLFR’ reasonable judgment. If Client becomes dissatisfied with the performance of a Leased Employee after the initial forty (40) hour period, Client may request that SLFR terminate the engagement of the at Leased Employee upon written notice to SLFR, and Client shall pay for all hours worked by the terminated Leased Employee from the first hour worked up to and including termination.

And let us know, within the first 40 hours of coming on board, if you’re not happy with the person we’ve leased to you for a full refund of any fees charged for their services.

Otherwise, after that first 40 hours, you can cancel your relationship any time, just no refunds.

6. REGULATORY COMPLIANCE.

A. SLFR is responsible for and hereby agrees to comply with the following: (1) all laws and regulations governing the reporting, collection and payment of federal and state payroll taxes on wages paid under this Agreement, including, but not limited to payment in compliance with: (a) Federal income tax withholding provisions of the Internal Revenue Code; (b) state and/or local income tax withholding provisions, if applicable; (c) Federal Insurance Contributions Act (FICA); (d) Federal Unemployment Tax Act (FUTA); (2) applicable state unemployment tax laws;

For any Leased Employees, as applicable where SLFR is directly providing staffing services for you, we’ll be sure to handle all the annoying tax and payroll stuff associated with said employee(s).

B. Further, provided Client has elected to do so per the terms in their invoice for Staffing Services, SLFR will assist with (1) unemployment claims management; (2) safety assistance, such as with worker’s compensation administration; (3) the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act of 1993 (“FMLA”), the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, , the Americans with Disabilities Act (“ADA”), as amended (including provisions thereunder relating to client’s premises), and any other federal, state, county, or local laws, regulations, ordinances and statues which govern the employer/employee relationship.

And if you want us to, we’ll also help you make sure you understand and are above board on things like unemployment claims management, safety best practices, and fair labor standards.

C. The parties agree that, to the extent required under law, the services provided under this Agreement will comply in all material respects with all federal and state-mandated regulations, rules, or orders applicable to the services provided herein, including but not limited to regulations promulgated under the Health Insurance Portability and Accountability Act (“HIPAA”).

Throughout our relationship, we’ll both be sure to comply with all laws, including HIPAA, among others.

D. Health Care Reform.

i. Unless  expressly provided in writing otherwise: (a) SLFR shall have no responsibility for providing health insurance coverage to any Client employee; (b) SLFR shall have no responsibility for compliance with Health Care Reform with respect to each Client employee, including responsibility for any penalties assessed thereunder, if applicable; and (c) Client agrees to be wholly responsible for maintaining compliance Health Care Reform with respect to each of its employees, including any penalties assessed thereunder.

But unless expressly outlined in a separate writing that incorporates this agreement, we don’t do Obamacare. We aren’t responsible for providing health insurance or complying with Obamacare for you.

ii. Indemnification. The indemnification provisions in the indemnification paragraph below shall specifically include any cost, expense, claim, penalty, or liability incurred by SLFR as an employer of the Client employees by any individual, governmental agency, or any other person arising from or in connection with: (a) the Client’s administration of any employee benefit plan, as defined under section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (b) unless otherwise provided in Exhibit A, compliance with Health Care Reform with respect to each client employee, including any penalties assessed thereunder.

For purposes of this paragraph, “Health Care Reform” means the Patient Protection and Affordable Care Act (the “ACA”), and any regulations or guidance issued thereunder.

So, if you chose to provide the employee with any benefits, and mismanage it somehow that gets SLFR in trouble, you’ll get our back and cover any costs we have to incur as a result of your error if that happens.

7. WORKER’S COMPENSATION INSURANCE.

During the term of this Agreement, Client shall maintain workers’ compensation insurance covering all employees and subcontractors and shall furnish a certificate(s) of insurance verifying such coverage.

You’re responsible for having Worker’s Comp. Insurance for all contractors and employees.

8. LAW FIRM DISCLAIMER.

Among the many services SLFR provides its clients, SLFR helps certain clients understand some of the options available from various legal services providers relevant to small businesses in the client’s jurisdiction. SLFR does not, however, endorse or recommend any lawyer or law firm. Client understands that SLFR is not a legal referral service and make no representations or judgments as to the qualifications, expertise or credentials of any legal service solution that may be brought to Client’s attention. SLFR is not a law firm or a substitute for an attorney or law firm. SLFR cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms or strategies. SLFR receives nothing of value from either its own clients or any of the lawyers or law firms it may potentially refer work to other than, in some circumstances, a reciprocal referral as defined and authorized by the ABA Model Rules of Professional Conduct in Section 7.2(b)(4).

As a value-added in-house service, we can help you sort through legal service options based on your needs, but we can’t endorse any specific lawyer or firm, nor can we offer specific legal advice.

Similarly, don’t forget about that disclaimer in the “Consulting” section of this same agreement. Remember, we’re not a law firm and can’t give any form of legal advice.

9. FULL DISCLOSURE.

SLFR’s obligations hereunder are expressly conditioned upon Client’s full and accurate disclosure of any and all information reasonably requested by SLFR both before and after the execution of this Agreement. Client’s failure to provide full and accurate information shall be a breach of this Agreement.

Don’t lie or withhold critical information. Your mom would be so disappointed (for shame).

10. INDEMNIFICATION.

A. Client shall release, defend, indemnify and hold harmless SLFR and its officers, directors, shareholders, affiliates, subsidiaries, employees and agents (collectively, the “SLFR Indemnified Parties”) from and against any losses, liabilities, claims, obligations and/or expenses including, without limitation, court costs and reasonable attorneys’ fees (collectively “Damages”) that may be incurred by or asserted against any of the SLFR Indemnified Parties, arising from or related to, in whole or in part, (i) the acts, errors or omissions of Client (or its agents); (ii) any breach of this Agreement by Client; and (iii)except as otherwise provided in this Agreement, any claims asserted by or liability to third parties arising from or related to, in whole or in part, Client’s business.

You agree to not hold us responsible for any errors or slip-ups on your part, or issues with our vendor partners.

B. SLFR shall release, defend, indemnify and hold harmless Client and its officers, directors, shareholders, affiliates, subsidiaries, employees and agents (collectively, the “Client Indemnified parties”) from and against any Damages that may be incurred by or asserted against any of the Client Indemnified Parties, to the extent such Damages arise from or are related to (i) the acts, errors or omissions of SLFR (or its agents); and (ii) any breach of this Agreement by SLFR; and (iii) except as otherwise provided in this Agreement, any claims asserted by or liability to third parties arising from or related to, in whole or in part, SLFR’s business.

… and vice versa.

11. TERMINATION.

A. This Agreement may be terminated by SLFR by providing Client with seven (7) days’ written notice under the following conditions: (1) Client’s incorrect reporting of employment rosters, employee payroll hours, or the direct payment of cash remuneration to employees; (2) the filing by or against Client of a petition for reorganization or bankruptcy, receivership, insolvency, the making by Client of any assignment for the benefit of creditors, or the sale or transfer of clients business to a third party; and/or (3) Client makes or furnishes to SLFR any representation, warranty or other statement of material fact that is false or misleading, or Client fails to disclose to SLFR full and complete information as required by this Agreement.

Cancellation is usually pretty straight-forward, but it can get trickier if we’re providing Staffing services. So, just in case, here are some details of how we can terminate our relationship in some pretty extreme circumstances.

B. Client may terminate this Agreement by providing SLFR with seven (7) days’ written notice if SLFR fails to perform those duties contained above.

… and vice versa.

C. Either party may terminate this Agreement by giving thirty (30) days written notice unless terminated for cause as is set forth in sub-sections (A) and (B) above.

Of course, terminating with plenty of advanced notice is always easy.

D. This Agreement may be terminated immediately for Client’s failure to pay when due any monies required under the terms and conditions of this Agreement;

As is terminating in the event you just don’t want to pay us.

E. If this Agreement is terminated and if the affected employees are entitled to the payment of wages or any accrued vacation, sick or personal leave, Client shall be liable for the payment thereof and will make such payments directly to employee.

But terminating this Agreement doesn’t abdicate you of any responsibilities to pay Leased Employees.

F. The indemnification and contribution provisions of this Agreement shall survive indefinitely the expiration or other termination of this Agreement.

Nor does it put a stop date on any of the indemnification stuff in this Agreement.

12. THIRD PARTIES.

This Agreement is intended solely for the mutual benefit of the parties hereto and does not create any rights of any kind in a third party. SLFR reserves the right to assign its rights, duties and obligations hereunder from time to time to an affiliated entity that is under common ownership and control with SLFR or its successors.

This agreement is for us – not any random third party either of us may happen to work with, who isn’t part of this Agreement.

13. INDEPENDENT CONTRACTOR RELATIONSHIP.

Nothing contained in this Agreement shall constitute or be deemed to constitute SLFR and Client in the relationship of co-employer, joint employer, employer/employee, master/servant, partners or joint venture’s, it being expressly understood and agreed that the only relationship between SLFR and Client created herein shall be that of an independent contractor.

Our relationship to you is one of an independent contractor. Nothing more.

14. WAIVER.

Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any subsequent breach nor affect the effectiveness of this Agreement, nor any part thereof, nor prejudice either party in regard to any subsequent action.

If we don’t hold you to your part, shame on us. And vice versa. But it doesn’t affect the enforceability of our contract.

15. SECURITY RIGHTS.

To secure any obligations and the payment of sums hereafter owed by Client to SLFR, Client grants SLFR the right of set-off, and a security interest under the Uniform Commercial Code in any funds of Client which may now or hereafter be deposited into an account used by SLFR for the purpose of payment of taxes, payrolls, fees due SLFR or other payments under this Agreement.

We can use money deposited into our accounts to pay obligations incurred under this agreement.

16. JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to principles of conflicts of law. Client hereby irrevocably submits itself to the personal jurisdiction of the courts in Chester County, Pennsylvania unless a party elects to arbitrate a dispute as provided for in this Agreement. Client hereby waives, to the full extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action in such court and any claim that any such action, suit or proceeding has been brought in an inconvenient forum. The parties hereby agree: (a) not to elect a trial by jury of any issue triable of right by a jury; and (b) waive any right to trial by jury fully to the extent that any such right shall not or hereafter exist. This waiver of right to trial by jury is separately given, knowingly and voluntarily, by each of the parties hereto, and this waiver is intended to encompass individually each instance and each issue as to which the right to a jury trial would otherwise accrue. Further, Client hereby certifies that no representative or agent of SLFR has represented, expressly or otherwise, that SLFR will not seek to enforce this waiver of right to jury trial provision.

This agreement is subject to Pennsylvania law.

17. DISPUTES.

In the event of a dispute in connection with which any party to this Agreement employs counsel to pursue, protect, or enforce any of the rights afforded that party by the terms hereof, or by the terms of any related agreement or to defend against any claims of any other party hereto which arise out of this Agreement of any related agreement, in or out of court (including appellate courts), in arbitration, bankruptcy cases and proceedings or otherwise, the non-prevailing party in such dispute agrees to pay all attorneys’ fees, expert witnesses’ fees and costs actually incurred by the prevailing party in connection with such dispute and all such fees and costs actually incurred by the prevailing party in collecting or enforcing any settlement agreement, judgment or arbitration award relating to such dispute. If there is a dispute between the parties concerning any aspect of their relationship or this Agreement, either party to such dispute may elect to arbitrate the dispute by serving written notice upon the other. Once a party elects arbitration, such election is binding on both parties and an arbitrator selected from a panel in Chester County, Pennsylvania provided by the American Arbitration Association or similar entity shall resolve the dispute. The cost of arbitration shall be borne equally by the parties. If both parties agree, the first arbitrator may be rejected, and a second arbitrator may be selected. The Commercial Arbitration Rulers of the American Arbitration Association and the Federal Arbitration Act shall be applied to and govern the arbitration. The arbitrator’s decision shall be final, conclusive and binding, except as permitted by the Federal Arbitration Act.

If we ever can’t play nice, and someone has to hire a lawyer to fight about this contract in court, the losing party will be on the hook for all the legal fees of the party who wins.

 

 

 

And if either party would prefer to arbitrate the matter instead of fighting it out in court, that preference is binding on the other party.

18. NON-DISPARAGEMENT.

The parties to this Agreement shall not make any material disparaging or negative comments concerning each other, their officers, employees, business practice, operations, or conduct to the public, to industry individuals, or to any potential or current business partner or prospects, except to a party’s business advisors and attorneys, or as required by court subpoena or order.

If one or both of us is cranky for any reason, we promise not to air our dirty laundry in public, especially to potential or current customers or partners.

19. COOPERATION.

If a Client’s employee or a government agency or entity files any type of claim, lawsuit or charge against SLFR, Client or both, alleging a violation(s) of any law or failure to do something which was otherwise required by law, Client and SLFR shall each cooperate with the other’s defense of such claim, lawsuit or charge. SLFR and Client will make available to each other upon request any and all documents that either party has in its possession which relate to any such claim, lawsuit or charge. However, neither party shall have the duty to cooperate with the other if the dispute is between the parties themselves, nor shall this provision preclude the raising of cross-claims or third-party claims between Client and SLFR, if the circumstances justify such proceedings. The parties agree that this provision shall survive the termination of this Agreement.

If a Leased Employee gets cranky at their employer, things can get sticky as they may choose to sue one or both of us in that event. If that happens, unless our beef is between each other for some reason, we’ll both try and help each other out with lawsuit nuisances as best as we can to settle the dispute quickly and efficiently.

20. CHANGES.

We may change the terms of this Agreement from time to time. The terms of this Agreement are incorporated in to any invoice you are sent. It is your responsibility to review the terms of this Agreement for any updates or changes before authorizing payment for any service you are looking to engage us to provide. Payment of our fees constitutes acceptance of the latest terms of this Agreement. We keep the latest version of these terms available for review on our website at all times for just this purpose.

These terms are incorporated into every invoice you pay and are periodically updated. So, be sure to review them before you pay us.

21. NON-EXCLUSIVE REMEDIES.

The rights and remedies provided herein shall not be exclusive and the parties shall have rights and remedies now or hereafter provided by law in addition to those provided for in this Agreement. Institution of an action to effect collection of payment of an amount in default at law or the obtaining of a judgment in such action shall not be deemed to be an election by SLFR nor shall it bar SLFR from pursuing other remedies available to it at law or in equity.

Just because some remedies for certain wrongs are laid out here doesn’t mean that’s the entire universe of remedies available under this Agreement.

22. ERRORS.

Should Client believe that any billing or other communication between the parties is in error, it shall be the responsibility of Client to notify SLFR in a timely manner.

If we’re not billing you properly, or otherwise make a mistake, please tell us.

23. CONFIDENTIALITY OF AGREEMENT.

Except as required by law or as deemed necessary to record the rights granted herein with the appropriate governmental or to consult with their respective attorneys or accountants, neither party shall release any information to any third party with respect to the terms of this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

We know this contract is pretty cool… but please keep it between you and us. (It’s related to the point below.)

24. CONFIDENTIAL INFORMATION.

A. Because each party will have access to information which may be confidential, proprietary, and/or trade secrets of the other party, the parties agree that they will treat confidentially any such information identified to the other as being confidential and not disclose the information to any third party (except to consult with their respective attorneys or accountants) unless otherwise required by law. Client and SLFR agree that if either party gives any confidential, proprietary information, and/or trade secrets of the other party to its respective attorneys or accountants, it will take all reasonable steps to ensure that its respective attorneys or accountants preserve the confidential nature of the information. Any other information and date which one party advises the other is confidential, proprietary, and/or a trade secret is included in this paragraph, whether or not such information is considered as such under the law. The parties agree that all SLFR forms, manuals, handbooks, or other materials prepared by SLFR and used to perform the duties of this Agreement for Client are considered proprietary and are the exclusive property of SLFR. Client is responsible for taking the necessary precautions to designate and safeguard information it considers confidential, proprietary and/or a trade secret.

We really take confidentiality seriously as a critical component to us having a relationship built on trust.

B. The parties agree to use the confidential and/or proprietary information to facilitate the performance or enforcement of this Agreement and for no other purpose. If the Agreement is terminated or expires, this provision survives for three (3) years after such event or until the information becomes known to the general public. The parties acknowledge that a breach of this provision would create irreparable harm and, therefore, the non-breaching party would be entitled to an injunction or similar remedy to specifically enforce this provision. The parties specifically acknowledge that money damages alone may not be an adequate remedy for any damage that might be suffered as a result of a breach of this provision. Nothing in this provision shall be construed as prohibiting the non-breaching party from any other remedy or remedies including, but not limited to, recovery of damages.

Basically, each of us may choose to share confidential or proprietary intellectual property with each other to do our work together well. But nothing we share with one another should be shared with anyone else.

C. The parties also acknowledge that Client is the owner of any intellectual property rights existing before the term of this Agreement or created during the term of the Agreement relating to the business of Client, including, but not limited to, inventions, patents, copyrights, and trade secrets. Client, as owner of the intellectual property, is responsible for ensuring that these are protected as well as for payment of any associated costs.

We won’t go around sharing any of your proprietary company documents or trade secrets with anyone, and we expect the same courtesy from you.

25. PAYMENT.

Client hereby agrees to pay SLFR the specified invoice amounts on a periodic basis and as determined by SLFR for services performed by SLFR and for all fees and taxes. The fees and the payment terms thereof are specified in the Client’s invoice, which is hereby made a part of this Agreement. Any amount not paid when due is subject to a late penalty of ten (10) percent of the amount due or fraction thereof that remains outstanding. Checks returned unpaid from Client’s bank will be subject to a ten (10) percent late fee plus any additional costs incurred to collect the unpaid balance. SLFR reserves the right to suspend the services outlined in this Agreement immediately until full payment has been made of any amount past due. Client shall pay for SLFR’s services rendered under this Agreement with a credit card, bank wire transfer through Automatic Clearing House (ACH) transfer, negotiable bank drafts, or cashier’s check. Client hereby agrees that for each debit return or nonsufficient funds occurrence (“NSF”), Client will be charged SLFR’s then current daily NSF charge (currently $100) plus any and all fees and costs associated with the NSF, including, without limitation, SLFR’s attorney’s fees and costs of collection and those fees, costs and damages set forth herein. SLFR may: (a) reverse any deposit or payment made to an employee or other person or entity; (b) freeze any other funds without notice to the Client or employee; (c) revoke Client’s ACH privileges; and/or terminate this Agreement immediately and without prior notice upon any such event. In the event of a debit return or NSF, the Client is required to wire the funds directly to the processor or account(s) identified by SLFR the same day as notice of such debit return or NSF. Additional charges imposed by the Client’s bank are separate from SLFR charges and are the Client’s responsibility.

To the full extent permitted by law, if any payment is made later than the day after the date that it is due, Client shall pay SLFR the following:

We count on your timely payment of fees as outlined in your invoice for us to have the resources to do what we do for you. Please keep the payments coming on time, or we’ll have to hit you up with late payment fees or other fees to cover the cash flow headaches created from the collections hassle.

A. Interest on any outstanding amount from the date which is fourteen (14) days after payment is due until the date the amount is paid at the rate of .000658% per day (24% percent per annum) (“Default Rate”), or at the highest rate allowed under law.

… including interest.

B. In the event of a dispute in connection with which any party to this Agreement employs counsel to pursue, protect, or enforce any of the rights afforded that party by the terms hereof, or by the terms of any related agreement or to defend against any claims of any other party hereto which arise out of this Agreement of any related agreement, in or out of court (including appellate courts), in arbitration, bankruptcy cases and proceedings or otherwise, the non-prevailing party in such dispute agrees to pay all attorneys’ fees, expert witnesses’ fees and costs actually incurred by the prevailing party in connection with such dispute and all such fees and costs actually incurred by the prevailing party in collecting or enforcing any settlement agreement, judgment or arbitration award relating to such dispute.

And if we ever have to use legal proceedings to fight over fees, the loser of such a dispute has to pay the winner’s attorney’s fees.

26. DATA ACCESS, TRANSMISSIONS, AND INFORMATION SECURITY BREACHES.

Certain SLFR products and services may be provided through and accessed by Client through the Internet at a website provided by SLFR, including third-party services and services hosted by SLFR on behalf of Client (“Site”). To the extent any Services are provided through the Internet, Client acknowledges that SLFR is not responsible for information submitted by Client through the Site and absolves SLFR of any liability for any claims arising from Client or Client employee information submitted through the Site. Client agrees to take commercially reasonable precautions to maintain the privacy of usernames and passwords. In addition, Client acknowledges that security of transmissions over the Internet cannot be guaranteed. SLFR is not responsible for (i) Client’s or Client employees’ access to the Internet; (ii) interception or interruptions of communications through the Internet; or (iii) changes or losses of data through the Internet. Each party will be responsible for complying with all requirements of applicable law or regulation regarding information security including information security breaches involving Client’s information, data files and Client employees’ information that is stored on the computer systems of such party or its affiliates or vendors.

Again, we take confidentiality seriously, and that includes protecting your privacy and data online, to the extent our relationship involves electronic data transmission.

We try and follow all the latest best practices and security protocols toward that end. But, let’s be honest. If hackers can get into the CIA, and companies like eBay and Sony, we can only promise so much here. You get that.

27. NOTICES.

Any notice or demand to be given hereunder by either party shall be effected by personal delivery in writing or by registered mail, postage prepaid return receipt requested, or by overnight express delivery. Mailed notices shall be addressed to the party’s formal business address, but each party may change the address by written notice in accordance with this paragraph.

If we’re starting to formally discuss some of the terms of this Agreement, we should initiate that conversation via a physical writing – delivered to the other party’s address.

28. ADJUSTMENTS.

SLFR may adjust the contract rates and fees listed in your invoice as a result of any statutory changes, employee taxes, gross receipts tax, or other costs incurred by SLFR. Such adjustments shall be effective on the date of the mandated change. SLFR will give Client ten (10) days prior written notice of any increases before implementing them. Any such increases shall become part of this Agreement.

Rates change over time for a whole host of reasons… sometimes even reasons out of our control. We’ll let you know in writing if ours do, with 10 days’ notice.

29. CLIENT CHECK.

Client authorizes SLFR to perform a check on the credit and the background of the Client and its owners and officers in conjunction with any Staffing Services provided.

If you need Staffing Services, we’ll need to perform a credit check first.

30. REPRESENTATIONS.

Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized by their respective entities and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. A facsimile copy of the executed Agreement shall be as binding as the original.

This is a real, valid, legally enforceable contract.

31. ENTIRE AGREEMENT.

This Agreement incorporates any modifications expressly articulated within the details of any invoice paid by Client, and together constitutes the entire agreement between the parties regarding this subject matter and supersedes any and all agreements, whether oral or written between the parties with respect to its subject matter. Client acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement including but not limited to any statement made by an employee or marketing agent of SLFR. Client acknowledges that SLFR has made no representation that SLFR’s services will improve the performance of Client’s business.

If it’s not written here, or in the invoice(s) that are incorporated into this Agreement, we didn’t promise it. Period.

If language in an invoice expressly claims to modify a portion of the Terms of Service, those modifications are valid, and supersede anything written here.

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