Website In 5 Days LLC, (“STAFFING FIRM”), and CLIENT agree to the terms and conditions set forth in this Staffing
Agreement (the “Agreement”).
1. STAFFING FIRM will
a. Recruit, screen, interview, and assign its employees (“Assigned Employees”) to perform the type of work described on the CLIENT’S Contract and per the CLIENT’S Provided Job Description.
b. Pay Assigned Employees’ wages and provide them with the benefits that STAFFING FIRM offers to them;
c. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees;
d. Require Assigned Employees to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT; and
e. Require Assigned Employees to sign confidentiality agreements before they begin their assignments to CLIENT.
2. CLIENT will
a. Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectual property;
b. Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Employees to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without STAFFING FIRM’s
express prior written approval or as strictly required by the job description provided to STAFFING FIRM;
c. While Employee is on location, CLIENT will Provide Assigned Employees with a safe work site and provide appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site;
d. Not change Assigned Employees’ job duties without STAFFING FIRM’s express prior written approval; and
e. Exclude Assigned Employees from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits; and
F. Not solicit Assigned Employee and/or make any attempt to persuaded Assigned Employee to become an independent contractor of Client.
3. CLIENT will pay STAFFING FIRM for its performance at the rates set forth on Signed Contract and will also pay any additional costs or fees set forth in this Agreement. STAFFING FIRM will invoice CLIENT for services provided under this Agreement on a monthly basis. Payment is automatically billed to the CLIENT’S Credit Card every month.
4. Assigned Employees are not classified as “Empleados de Confianza” which is the equivalent to nonexempt in the United States of America and they will require premium pay (either double time or triple time), for overtime, holiday work, or weekend work. STAFFING FIRM will charge CLIENT special rates for premium work time only when an Assigned Employee’s work on assignment to CLIENT, viewed by itself, would legally require premium pay and CLIENT has authorized, directed, or allowed the Assigned Employee to work such premium work time. CLIENT’s special billing rate for premium hours will be the same multiple of the regular billing rate as STAFFING FIRM is required to apply to the Assigned Employee’s regular pay rate. (For example, when federal law requires 150% of pay for work exceeding 40 hours in a week, CLIENT will be billed at 150% of the regular bill rate.)
5. If CLIENT uses or desires to use the services of any Assigned Employee as its direct employee (i.e. hires said Assigned Employee), or as an independent contractor, or through any person or firm other than STAFFING FIRM at any time said Assigned Employee works for Staffing Firm (and for a period of one year after Assigned Employee no longer works for Staffing Firm), CLIENT must immediately notify STAFFING Firm in writing that it desires to hire or wants to use the services of said Assigned Employee. In such an event, in order for Client to avoid paying a fee for said solicitation of said Assigned Employee, Client must wither: (a) continue the Assigned Employee’s assignment from STAFFING FIRM for his or her next 1000 consecutive work hours for CLIENT; or (b) pay STAFFING FIRM a fee in the amount of 12 times the highest six-month average (for the most recent year) of the monthly billing rate for that Assigned Employee, or $25,000.00, whichever is higher. ( For example, if said Assigned Employee’s highest average monthly billing for a six month period was $3,000 per month, Client would pay Staffing Firm the sum of $36,000.)
6. In addition to the bill rates specified in the Signed Contract of this Agreement, CLIENT will pay STAFFING FIRM the amount of all new or increased labor costs associated with a change is the exchange rate between the Mexican Peso and the US dollar. To date, pay rates are based on a U.S Dollar to Mexican Peso ratio of $18.90 Mexican Pesos to $1 U.S. Dollar. A 10% exchange rate fee may be charged for every 10% change in the Mexican Peso to US Dollar ratio. For example, if the ration changes to $16.02 to $1 U.S. Dollar, then Website In 5 Days LLC may enforce a 10% exchange rate fee to account for this change.
7. Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of CLIENT’s confidential information will be imputed to STAFFING FIRM as a result of Assigned Employees’ access to such information.
8. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees.
Indemnification and Limitation of Liability
9. To the extent permitted by law, CLIENT will defend, indemnify, and hold STAFFING FIRM and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CLIENT’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of CLIENT or CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
10. Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.
11. As a condition precedent to indemnification, Staffing Firm will inform Client within 3 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.
13. The provisions in paragraphs 9 through 13 of this Agreement constitute the complete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.
1. In the event that the CLIENT wishes to terminate an Assigned Employee, the CLIENT will provide written documentation of the offense(s) to the STAFFING FIRM within 24 hours after the offense. Furthermore the CLIENT will submit an employee handbook to the STAFFING FIRM at the start of the contract and will review all violations that require a written warning and/or automatic termination.
2. In the event of a termination of an Assigned Employee, the STAFFING FIRM will find a replacement employee and Recruit, screen, interview, and assign its employees (“Assigned Employees”) to perform the type of work described on the CLIENT’S Contract and per the CLIENT’S Provided Job Description.
14. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
15. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
16. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
17. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.
18. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
19. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
20. CLIENT will not transfer or assign this Agreement unless to another subsidiary or company owned by CLIENT and not without STAFFING FIRM’s written consent.
21. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier and addressed as shown on the first page of this Agreement, or via email to firstname.lastname@example.org .
22. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.
Term of Agreement
23. This Agreement will be valid for the any and all dates that the STAFFING FIRM provides services to the CLIENT beginning from the first date on which both parties have executed the agreement.
24. In the event of any ambiguity in this Agreement, said ambiguity will not be interpreted against the draftsman.
25. In the event of any dispute under this Agreement, the prevailing party shall be entitled to its attorneys’ fees and costs. Venue for this Agreement shall be in San Diego County.
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