This
agreement ("Agreement") is between ____ (“CLIENT”), a _____
corporation whose address is ____ and Student Staffing Inc., dba Student
Techies ("Contractor"), a Delaware corporation whose address is 908 Martin Street, Charlottesville, VA 22901. This Agreement is made effective as of
the date it is executed by both parties (the "Effective Date") and
states the terms and conditions under which CLIENT shall contract with
Contractor for services to be rendered by Contractor's employees at CLIENT's
workplace.
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises of this
Agreement, the parties agree as follows:
1.0
Scope of Services.
1.1
In accordance with the provisions hereof and any supplements (Work Orders)
which may from time to time be executed and delivered by CLIENT and Contractor,
Contractor shall furnish CLIENT with the services of qualified personnel
{hereinafter called "Personnel") who shall perform for CLIENT the
services which are specified in the Work Orders issued under this Agreement.
Each Work Order shall specify (i) the period of time during which Personnel is
to perform the services for CLIENT, and (ii) the hourly rate which CLIENT shall
pay for the services. The respective obligations under this Agreement with
respect to the Personnel selected for each Work Order shall become effective
upon the execution and delivery by CLIENT and Contractor of each Work Order.
2.0
Personnel.
2.1
The Personnel shall perform their assignments in accordance with the directions
of their Project Manager and in accordance with CLIENT's standards. While the
Personnel are on CLIENT's premises in connection with the performance of any
assignment, Personnel shall comply with all of CLIENT's rules, regulations and
policies.
2.2
In the event that (i) any Personnel ceases employment with Contractor for any
reason whatsoever, {ii) Contractor withdraws any Personnel with CLIENT's
consent, or (iii) CLIENT terminates the services of any Personnel pursuant to
Section 2.4 below, Contractor shall upon CLIENT's oral request (to be confirmed
promptly in writing), within one week after the occurrence of any of the
foregoing event, furnish CLIENT with Personnel ("Replacement
Personnel") of experience at least equal to that of the replaced
Personnel. The hourly rate of Replacement Personnel shall be the same as the
hourly rate of the replaced Personnel.
2.3
The Personnel furnished by Contractor in accordance with the provisions hereof
shall continue to be Contractor's employees and shall not for any purpose be
considered CLIENT's employees. Contractor shall be solely responsible for the
payment of the salaries, taxes and benefits of its Personnel, including without
limitation, the withholding and/or payment of all Federal, State and local
income and other payroll taxes, worker’s compensation, and disability benefits.
2.4
CLIENT may at any time request that any Personnel with whom CLIENT is not
satisfied be immediately removed from a particular job assignment.
3.0
Compensation of Contractor.
3.1
CLIENT will pay Contractor the hourly rate ($) indicated on the Work Order(s),
which may be entered into from time to time, for the services performed for
CLIENT by the Personnel listed therein. Contractor shall provide to CLIENT
twice monthly a Statement of Professional Services or upon prior approval of
CLIENT and in lieu of submission of a Statement of Professional Services,
Contractor may issue an invoice to CLIENT for payment on any Work Order. The
CLIENT will only be liable for payment for services of Personnel rendered prior
to the Client’s request to the Personnel to stop work.
4.0
Relationship of Parties.
Contractor
shall at all times be an independent contractor, rather than an agent,
employee, and/or representative of CLIENT. The Personnel shall be employees of
Contractor and not of CLIENT. Neither Contractor nor the Personnel will be
entitled to participate in any employee benefit plans of CLIENT as a result of
this Agreement.
5.0
Non-Competition.
During
the term of this Agreement and for a period of one year thereafter, Contractor
will not cause any of the Personnel who have been assigned to CLIENT to provide
services on behalf of Contractor to any other business in CLIENT’s line of
business. (CLIENT can describe its line of business here).
6.0
Confidentiality.
During
the term of this Agreement and at all times thereafter Contractor, and its
officers, employees (including the Personnel) and agents shall not disclose
Confidential Information (defined below) to third parties nor use Confidential
Information for any purpose whatsoever except to perform services for CLIENT
pursuant to this Agreement. "Confidential Information" is information
however delivered, disclosed or discovered during the term of this Agreement,
which Contractor has or in the exercise of ordinary prudence should have reason
to believe is confidential or which CLIENT designates as confidential,
including, but not limited to, information relating to CLIENT's prospective and
existing customer lists, operations, facilities, computer systems, computer
terminals, programs, systems design, communications networks, finances, product
development plans, and business directions or marketing plans, or which may, be
regarded as confidential by any third
party to whom CLIENT has an obligation of confidentiality. In addition, all
work performed by Contractor under this Agreement is deemed to be Confidential
Information. Confidential Information does not include information which has
ceased to be confidential by reason of any of the following:
A. Contractor already had such information
in its possession prior to being retained as a Contractor by CLIENT, and such
information was acquired without restriction through sources other than CLIENT.
B. The information has become generally
available to the public other than through disclosure by Contractor.
C. The information is disclosed by
Contractor pursuant to the prior written permission of CLIENT, or, in the case
of Information which may be regarded as confidential, such information is
disclosed by Contractor pursuant to the prior written permission of the third
party.
Contractor
warrants that it has entered into a non-disclosure agreement with each of its
employees (including the Personnel) who will have or may have access to
Confidential Information. Such agreement must contain adequate provisions for
the protection of the Confidential Information. Contractor agrees to fully
assist CLIENT in all matters relating to the protection from unauthorized disclosure
of Confidential Information (e.g., reminding Personnel of non-disclosure
obligations during employment and at exit interviews, notifying CLIENT
immediately upon the discovery of the Personnel's alleged breach of his/her
obligations, and providing all reasonable assistance to CLIENT in any
proceeding brought against the Personnel to prevent disclosure or further
disclosure of the Confidential Information).
7.0
Rights in Work, Assignment of Copyright.
7.1
All code, documentation, publications, listings, drawings, reports, programs,
specifications and any other materials fixed in a tangible medium of expression
prepared by Contractor’s Personnel for CLIENT under this Agreement (hereinafter
referred to as the "Works") shall be "works made for hire"
under the Copyright Act of 1976 (17 USC § 101) and shall belong exclusively to
CLIENT.
7.2
Contractor hereby transfers and assigns to CLIENT all rights, title and
interest (including the right to register the copyright) in the Works.
7.3
CLIENT shall have the right to obtain and hold in its own name copyrights,
registrations and similar protections which may be available in the Works.
Contractor agrees to give CLIENT or its designees all assistance reasonably
required to perfect these rights, including but not limited to, the execution
of any instruments required to register copyrights.
7.4
Except as necessary for Contractor to fulfill its obligations hereunder,
Contractor shall have no license or rights, either expressly or by implication,
to reproduce, display publicly, prepare derivative works based upon, sell,
lease or otherwise transfer copies of the Works, for the duration of copyright
in the Works.
7.5
All ideas, concepts, know-how, techniques, discoveries, inventions,
improvements or enhancements resulting from Contractor Personnel's performance
under this Agreement shall be the sole property of CLIENT. Contractor agrees to
give CLIENT or its designee all assistance reasonably required to perfect
CLIENT’s interest in such ideas, concepts, know-how, techniques, discoveries,
inventions, improvements and enhancements.
8.0
Warranty.
8.1
Contractor represents and warrants to CLIENT:
8.1.1
that all Personnel supplied to CLIENT under this Agreement are employees of Contractor
and that all materials prepared by such Personnel for Contractor pursuant to
the terms and conditions of this Agreement will be "works for hire” under
the U.S. Copyright law: and
8.1.2
that Contractor is or will be the author of, and has or will have exclusive
right, title and interest (including the right to grant assignments and other
rights granted herein) in the Works; and
8.1.3
that the Works have not been published nor will be published by Contractor; and
8.1.4
that the Works do not infringe any copyright or other intellectual property
right (including patent or trade secret), privacy or similar right, of any
third party; and
8.1.5
that it will not use the services of consultants or other third parties who are
not employees of Contractor in the performance of this Agreement.
8.2
Contractor further represents that no claim, whether or not embodied in an
action past or present, of infringement of any copyright, patent, or other
intellectual property right, privacy or similar right, has been made or is
pending against Contractor relative to the Works. Each party shall promptly
notify the other in the event it becomes aware of such a claim.
9.0
Insurance and Indemnification.
9.1
Contractor agrees to carry the following insurance during the term of this
Agreement:
9.1.1
Worker’s compensation as required by the laws of the state in which the work is
being performed by Personnel.
9.1.2
Comprehensive general and professional liability and property damage insurance with a combined
bodily injury and property damage limit of not less than $1,000,000 for each
occurrence.
9.1.3
Fidelity bonding of not less than $1,000,000 for claims arising from fraudulent
or dishonest acts on the part of any Personnel.
9.2
At CLIENT's request, Contractor shall furnish to CLIENT certificates of
insurance.
9.3
Contractor shall indemnify CLIENT against and save CLIENT harmless from any and
all suits, proceedings at law or in equity, claims, liabilities, costs,
payments and expenses (including reasonable attorneys' fees) asserted against
CLIENT or incurred by CLIENT, arising out of or in connection with (i) any
claim for damages to property or injuries to persons, arising from or in
connection with the willful or negligent acts or omissions of Contractor's
employees (including the Personnel) or Contractor's agents, or (ii) any claim
by any party regarding the Works, including CLIENT's use thereof, arising from
or in connection with the action or omissions of Contractor, and including, by
way of example and not limitation, claims in the nature of copyright, trademark
or service mark infringement, trade secret misappropriation, unfair
competition, strict liability, negligence or misrepresentation.
10.0
Term.
10.1
This Agreement shall continue for a twelve-month period from the effective date
of this Agreement and shall automatically renew for consecutive one-year
periods. Either party may terminate this Agreement upon 10 days prior written
notice to the other. Upon termination of this Agreement, all Confidential
Information must be returned to CLIENT.
10.2
All Work Orders executed prior to the effective date of termination of this
Agreement shall be completed as if this Agreement were still in force and
effect, unless terminated in accordance with Section 10.3 of this Agreement.
10.3
Any individual Work Order under this Agreement may be terminated in whole or in
part, by CLIENT upon 10 days written notice to Contractor, whenever, for any
reason, CLIENT shall determine that such termination is in its best interest.
Contractor shall, on or before the effective date of termination, turn over to
CLIENT all Works, data, materials, and all work in process generated during the
performance of the terminated Work Order and CLIENT shall be obligated to pay
for time, materials and project related expenses relating to the terminated
Work Order.
11.0 Binding Effect, Assignment.
This
Agreement shall be binding upon, and shall inure to the benefit of the
Contractor and CLIENT and their respective heirs, executors or administrators,
personal and legal representatives, estate, legatees, assigns and successors.
The obligations under this Agreement may not be assigned by CLIENT or
Contractor without the prior written consent of the other party except that
this Agreement may be assigned by CLIENT to any successor-in-interest or its
subsidiaries.
12.0
Survival.
Notwithstanding
any termination of this Agreement, the terms of Sections 5.0, 6.0, 7.0, 8.0 and
9.3 shall survive termination and remain in full force and effect.
13.0
Notices.
All
notices and other communications required pursuant to this Agreement shall be
deemed to have been duly given if in writing and mailed, first-class postage
prepaid, addressed as follows:
To
Contractor:
StudentTechies,
Attention: President, 908 Martin Street, Charlottesville, VA 22901
To
CLIENT:
_______
Notices
shall be deemed given on the date mailed. Either party may change its address
set forth above by notifying the other party of its new address in writing.
14.0
Use of Name.
Contractor
agrees not to use CLIENT's name or trademarks or any adaptation or variation of
its name or trademarks, in any way whatsoever, including without limitation, advertising,
promotional or sales literature, in connection with Contractor's activities
under this Agreement without CLIENT's prior written consent.
15.0
Offers of Employment.
15.1
conditions: CLIENT may, at its option, hire the Personnel under the following
terms and
15.1.1
CLIENT shall not hire the Personnel during their first 100 hours of service at
CLIENT;
15.1.2
CLIENT may hire any of the Personnel who have been used by CLIENT for more than
100 hours, but less than 200 hours, by paying Contractor a finder's fee of Two
Hundred Fifty Dollars ($250) for the person hired; and
15.1.3
CLIENT may hire the Personnel who have been used by CLIENT for more than 200
hours at no charge.
15.2 If CLIENT elects to hire any of the
Personnel under Section 15.1, Contractor shall waive, at no additional charge
to CLIENT or the Personnel, all provisions in any agreements it may have with
the Personnel that would prevent the Personnel from accepting CLIENT's offer of
employment or require the Personnel to pay a fee or other consideration to
Contractor prior to or upon becoming employed by CLIENT.
15.3
This Section supersedes all previous and contemporaneous oral and written
agreements and contains the entire agreement of the parties relating to
CLIENT’s hiring of the Personnel.
16.0
Evidence of Citizenship or Immigrant Status
Contractor
represents and warrants to CLIENT that all Personnel who have been assigned to
CLIENT to provide services on behalf of Contractor are legally eligible for
employment in the U.S.A. under the United States Immigration Laws. Contractor
will require and review, prior to
each non-U.S. citizen employee's
assignment, documentation establishing such eligibility for all Personnel who
perform services on behalf of Contractor. CLIENT may require information
concerning the citizenship or immigrant status of Personnel entering CLIENT's
premises and Contractor agrees to furnish this information upon CLIENT's
request.
17.0
Substance Abuse Policy
Contractor
represents and warrants to CLIENT that all Personnel who have been assigned to
CLIENT to provide services on behalf of Contractor are drug and alcohol free
and that all Personnel will abide by CLIENT's Substance Abuse Policy if set
forth.
18.0
Governing Law.
Virginia
law shall apply to the interpretation, construction and performance of this
Agreement without regard to any conflict of laws provisions that might apply
the law of another jurisdiction.
19.0
Unenforceability.
If
any provision or clause of this Agreement is found by a court of competent
jurisdiction to be void, illegal, or unenforceable, that provision or clause
shall be modified by the court so as to render it valid and enforceable
approximating as closely as possible the intent of the parties; or, if such
modification is impossible or the court is unable under the law to make the
modification, then that provision or clause shall be regarded as stricken from
the Agreement. In either event, the parties agree that the remainder of this
Agreement shall remain in full force and effect.
20.0
Sole Agreement.
This
Agreement supersedes all previous and contemporaneous oral and written
agreements and contains the entire agreement of the parties relating to this
subject matter. No changes or supplements to this Agreement shall be effective
unless stated in a writing of a subsequent date that is executed by both
parties, except for change of address.
21.0
Waivers.
The
failure of either party at any time to require performance and/or enforcement
of any provision of this Agreement shall not be construed as a waiver of that
party's rights under this Agreement, nor shall the failure of either party to
take action affect the rights of that party at some later date, to enforce its
rights under this Agreement for a breach of any provision of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
last date set forth below.
StudentTechies
By:
Name:
Title:
Date:
Federal
ID Number:
CLIENT
By:
Name:
Title:
Date:
Federal
ID Number: