- Description of Staffing Services. Agency shall provide the services of the individuals identified in Exhibit A attached hereto (each, a “Contractor”) to the Company. The Company shall specify the work schedules for each Contractor, as well as the specific services to be provided by each Contractor (the “Contractor Services”) in Exhibit A. Such terms may be modified in a written amendment executed by both parties. The Company has the right to discontinue the use of any of the Contractors at any time upon notice to Agency.
- Status of Contractors. The Contractors shall have the status of independent contractors to the Company and shall not be employees of the Company. The Contractors will remain exclusive employees of Agency (unless subsequently hired by Company as discussed below). Because the Contractors are not employees of the Company, the Contractors are excluded from participating in any fringe benefit plans or programs of the Company, including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s).
- Contractor Protection of Company Confidential Information. Prior to providing any Contractor Services, each Contractor must sign the Company’s form of proprietary information agreement applicable to contractors, its external users systems usage policy, and any other such forms or policies applicable to the Contractors as determined by Company in its sole discretion.
- Company’s Right to Hire Contractors. The Company shall have the right to offer employment to, and to hire, each Contractor, although the Company is in no way obligated to offer employment to or hire any of the Contractors. In the event the Company hires any of the Contractors, the Company will a conversion fee equal to _____________.
- not disclose any Confidential Information to anyone other than an employee of Agency who has a need to know such information and who has signed an acknowledgement substantially similar to this acknowledgment;
- prevent any unauthorized use or disclosure of the Confidential Information;
- promptly notify the Company of any unauthorized use of which Agency learns;
- use such Confidential Information for the sole purpose of Agency’s performance under the Agreement; and
- return or destroy any and all copies of the Confidential Information, and any portion thereof, or notes that Agency have made relating to or based upon the Confidential Information, promptly upon receipt of notice from Company or Company’s requesting such return or destruction. Agency acknowledges and agrees that its obligations set forth herein regarding the non-disclosure, non-use, return and/or destruction of the Confidential Information will survive any such termination or expiration of its access to the Confidential Information.
- Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of California, without regard to conflict of law principles.
- Amendments. This Agreement, including Exhibit A, may not be amended or modified except by a written agreement signed by duly authorized officers of both the Company and Agency.
- Assignment. Agency may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Company.
- Waiver. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement will be construed as a waiver of any other right.
- Severability. In case any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and the invalid, illegal or unenforceable provision will be enforced to the extent permitted by law to conform as closely as possible to the intent of the parties.
- Successors and Assigns. This Agreement will be binding upon Agency’s successors, assigns, heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
- Notices. Any notices required or permitted hereunder will be given to the appropriate party at the address specified below or at such other address as the party will specify in writing. Such notice will be deemed given upon email, upon personal delivery to the appropriate address, or if sent only by overnight mail, three (3) days after the date of mailing.
- Entire Agreement: This Agreement, including Exhibit A, sets forth the exclusive and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements between the parties with respect to the subject matter hereof.
Company Agency
