Appendix V

Terms Related to Staffing

Revision: 2024 V1

  1. Placement Services

    1. Placement Services

      Upon receiving a request from Customer to provide placement services for a specific job position, Company will forward resumes of candidates (“Candidates”) who the Company believes are qualified for, and interested in, the position. Company will also assist in making the Candidates available at the earliest practicable time for interviews with Customer. Company’s services will also include, if requested by Customer: checking Candidates’ references, verifying education and, when applicable, testing. Nothing in this Agreement will be interpreted as an exclusive agreement for placement services between Company and Customer.

    2. Candidate Submittals

      Customer acknowledges that they are engaging Company to provide recruitment services for purposes of hiring full-time staff on a contingent fee-based service. Resumes supplied to Customer by Company in the form of emails, hard copies, or faxes are Candidate submittals. Candidate submittals are property of Company for a period of 12 months from submittal date. Any hires resulting from such successful Candidate submittals would result in fees due to Company in accordance with Section A.3 of this Appendix V. Customer understands and agrees to notify Company if submitted Candidates have directly applied or have been submitted by other sources within the last six months prior to requesting any type of interview which includes phone screens and onsite interviews. Customer acknowledges that it is their responsibility to verify if Candidates have been submitted by other sources, or if they have directly applied to similar positions within the last six calendar months prior to requesting Candidate interviews.

    3. Fees

      In the event that, within twelve (12) months after Company has presented a Candidate to Customer for any position, Customer hires or engages such Candidate, Customer will pay Company a fee of twenty-two percent (22%) of the annual base compensation payable to such Candidate. Company will submit an invoice to Customer after the Candidate begins employment or engagement with Customer. In the event the Candidate leaves the employment or engagement of Customer during the first thirty (30) calendar days of employment or engagement through no fault or action of Customer, Company will refund to Customer the fee paid by Customer to Company with respect to such Candidate. Customer will also pay all costs incurred by Company (including reasonable attorney’s fees) in collecting amounts due to it from Customer.

    4. Candidate Information

      Customer agrees that it will not disclose a Candidate’s name, resume or other information that Company provides to Customer without Company’s consent, and that Candidate information will not be used for any illegal purpose and will be used only for the legal evaluation and placement of the Candidate with Customer. Customer will be responsible for the actions of its officers, directors, shareholders, partners, members, managers, agents, and employees with whom it shares Candidate information.

    5. Equal Opportunity Employment

      Customer represents and warrants to Company that it is an equal opportunity employer and will hire Candidates regardless of race, sex, color, religion, creed, ancestry, national origin, disability, age, marital status, or other protected class status pursuant to applicable law.

    6. No Warranties

      Company’s fees hereunder are for its services in locating and evaluating Candidates. Company does not guarantee or warrant the performance of any Candidate. There are no express or implied warranties with respect to Company’s services hereunder or the performance of any Candidate.

    7. Customer Responsibilities

      Customer agrees that Customer will be solely responsible for, and that Company will have no responsibility for, liabilities and costs (including attorneys’ fees) associated with any claims or demands a Candidate may have based on Customer’s unauthorized disclosure or illegal use of the Candidate’s confidential or personal information, or relating to Customer’s evaluation, employment, or termination of employment of such Candidate, or based on any other rights or claims Candidate may have against Customer under any federal, state or local statutes, laws, ordinances or regulations, including, but not limited to, employment discrimination or wrongful discharge claims.

  2. Billing Contractor Services.

    1. Billing Contractor Services

      Upon receiving a request from Customer for contractor services for a specific job, Company will assign personnel to Customer (“Assigned Personnel”) Customer agrees that without Company’s prior written approval, Assigned Personnel will not be placed in any jobs involving the lifting of items weighing in excess of 50 pounds individually; operation of motor vehicles or unguarded machinery; work three (3) feet above floor level or work below ground level; work involving extremes of temperature; work requiring use of a respirator; work on or around navigable bodies of water; handling of cash, negotiable instruments, bank account numbers, or other non-public personally identifiable information, credit card information, valuables, merchandise, or similar property, or work involving handling of hazardous substances (as defined by OSHA). Customer agrees to comply with all applicable laws relating to or in connection with the handling of personal identifiable information and, if applicable, to train any Assigned Personnel required by Customer to personal identifiable information in those procedures and requirements which are applicable to Customer’s business.

    2. Company’s Obligations

      When providing Assigned Personnel to Customer, Company will (i) assume sole responsibility to recruit, interview, select, hire, assign, pay, counsel, discipline and discharge Assigned Personnel; (ii) pay all federal and state employer taxes, workers’ compensation insurance, federal and state unemployment insurance or other benefits required by applicable federal, state or local laws, on behalf of the Assigned Personnel employed by Company; (iii) maintain payroll and personnel records for the Assigned Personnel employed by Company; and (iv) verify the identity and right to work of each Assigned Personnel employed by Company under the immigration laws of the United States.

    3. Fees

      Company will invoice Customer for hours worked multiplied by the hourly rate agreed in an Order. In addition, Company will invoice Customer for travel, meals, and other expenses pre-approved by Customer and in conformity with Customer’s travel and expense policies, if any.

    4. Hiring of Assigned Personnel

      If Customer desires to hire any Assigned Personnel or if an Assigned Personnel transitions to another employer’s payroll at any time during the assignment or in the 12 months immediately following the end of the Assigned Personnel’s last assignment, Customer will notify Company and Customer will pay Company a fee of twenty-two percent (22%) of the annual base compensation payable to such hired Assigned Personnel. Company will submit an invoice to Customer after the Assigned Personnel begins employment or engagement directly with Customer. Customer will also pay all costs incurred by Company (including reasonable attorney’s fees) in collecting amounts due to it from Customer.

    5. No Warranties

      Customer acknowledges that under if Company is providing Assigned Personnel to perform work for Customer, Company is doing so on a flexible staffing basis under the direction of Customer, and that Company makes no warranty regarding and expressly disclaims any responsibility for the delivery of any specific product or for completing any work associated with services provided by the Assigned Personnel within any specified time period. Customer is solely responsible for managing and supervising the work and will be responsible for the work product of the Assigned Personnel.

    6. Assigned Personnel Information

      Customer agrees that it will not disclose any Assigned Personnel’s name, resume or other information that Company provides to Customer without Company’s consent, and that Assigned Personnel information will not be used for any illegal purpose and will be used only for the legal evaluation and placement of the Assigned Personnel with Customer. Customer will be responsible for the actions of its officers, directors, shareholders, partners, members, managers, agents and employees with whom it shares Assigned Personnel information.

    7. Customer Responsibilities

      Customer agrees that Customer will be solely responsible for, and that Company will have no responsibility for, liabilities and costs (including attorneys’ fees) associated with any claims or demands Assigned Personnel may have based on Customer’s unauthorized disclosure or illegal use of the Assigned Personnel’s confidential or personal information, or relating to Customer’s supervision, management, oversight or engagement of such Assigned Personnel, or based on any other rights or claims Assigned Personnel may have against Customer under any federal, state or local statutes, laws, ordinances or regulations, including, but not limited to, discrimination claims.