Sky Event Staffing ( herein referred to as “Vendor”) and Client (jointly, the “Parties”)
enter into this agreement for staffing services. The terms of this Agreement shall continue in force until ended in writing by one or both Parties. The Parties accept the details to this Agreement for Bartending and Staffing Service, The Parties verbal agreement instantly enters in to contract for terms deemed below in this document the receipt of Client’s oral, composed, and/or sent confirmation to Vendor to receive staffing services asked for by Client.
1)
Scope of Services: Agency shall use reasonable efforts to supply Client the services of
consultants and temporary employees on a contract basis to perform [unique] services
as described in the Scope of Work attached as Exhibit A to this Agreement, which is
incorporated by reference herein. Additional Scope of Work documents may be added to
this Agreement for additional or different assignments.
2)
Selection and Background Checks: Agency shall recruit, interview, test, screen and
orient all consultants and temporary employees to be assigned to Client’s facility prior
to their assignment. If Client has specific skills requirements, Agency requests that they
be notified of same in writing. Agency will not be responsible for conducting specific
investigative background checks unless notified of said requirement by Client. Agency
will conduct ordinary background checks of past employment and education, but will not
conduct specific background checks into criminal background, credit history, or driving
record, or any other specific back-ground unless specifically requested and paid for by
Client.
3)
Substance Abuse or Fit-for-Duty Exams: Agency will not be responsible for substance
abuse testing or fit-for-duty exams prior to placement of a consultant or temporary
employee. If the Client has a specific request that Agency arrange for substance abuse
testing, or obtain the appropriate release and consent forms from the consultants or
temporary employees for such testing, Agency will do so upon reasonable notification
and at reasonable cost to client.
4)
Payroll/Compensation/Time Records/Invoices: Agency assumes full responsibility
for paying consultants and temporary employees, withholding and transmitting payroll
taxes, making unemployment contributions, and responding to claims for unemployment
and workers compensation proceedings involving their consultants. Consultants and
temporary employees shall not be treated as employees of Client for any reason,
including for purposes of holidays, vacations, disability, insurance, pensions or other
employee benefits offered or provided by the Client.
Consultants and temporary employees shall present time records to Client on a [weekly] basis for
verification and/or signature regarding hours worked through the end of each period. Agency’s
billing rates by job category is attached hereto as Exhibit B, which is incorporated by reference
herein. Client shall pay the appropriate amount set forth on Exhibit B on an hourly basis. Client
shall be billed on a [weekly] basis for the total hours worked. Because Agency invoices represent
payroll already paid, invoices are due upon receipt. Invoices unpaid after ten days will gain
interest at the rate of one percent (1%) per month. In the event a portion of any invoice is
disputed, the undisputed portion shall be paid when due and owing Client agrees to reimburse
Agency for any overtime payments that Agency pays to its consultants or temporary employees
assigned to the Client.
Employment Status: All consultants are independent contractors to Agency and are not, and
shall not be deemed to be, employees or independent contractors of Client. Agency maintains an
independent contractor relationship with its consultants and the Client. All temporary employees
are deemed employees of the Agency.
5)
Insurance: Agency shall maintain the following policies of insurance covering all
6)
consultants or temporary employees furnished by Agency to Client during the terms of
this Agreement:
i) Workers compensation [and employers liability] insurance as required by law;
ii) Comprehensive general liability (bodily injury and property damage) insurance in an
amount not less than $2,000,000 per occurrence; and
iii) Employment practices liquor liability in an amount not less than 2,000,000 per occurrence.
The insurance furnished by Agency does not cover losses, damages or liability caused by the
operation of Client’s industrial, technical or automotive equipment. Consultants and temporary
employees are not authorized to operate industrial, technical or automotive equipment without
prior consent. Client accepts full responsibility for any and all bodily injury, property damage,
fire, theft, collision, or public liability damage claims, which may be caused as a result of a
consultant operating industrial or technical equipment or driving a vehicle on Client’s behalf.
7)
Limitation on Duties: Client agrees that it will not entrust consultants or temporary
employees with unattended premises, cash, checks, negotiable instruments, or other
valuables without the written agreement of Agency, and then only under Client’s direct
supervision. Client will not require consultant or temporary employee to engage in any
illegal, unethical or hazardous duties. Client will not have the consultant or temporary
employee work outside their scope of work or job description without prior consent from
the agency.
8)
Place of Assignment: Client shall, at its own cost, provide such workspace, supplies,
equipment, hardware and software as are reasonably required for each assignment. Client
shall also be responsible to provide to consultants and temporary employees such day
to day guidance, assistance and other information as is necessary for the successful and
timely completion of each assignment. Client shall provide consultants with a safe work
place in compliance with OSHA and State safety and ergonomic requirements.
9)
Confidentiality/Intellectual Properties:
i) Agency acknowledges that its staff, employees and consultants may be given access
to or acquire information, which is proprietary to or confidential to Client or to
affiliated companies and their customers. Any and all such information obtained by
Agency, its staff, employees and consultants shall be deemed to be confidential and
proprietary information. Agency agrees to hold such information in strict confidence
and not to disclose such information to third parties or to use such information for any
purposes whatsoever other than the providing of services to Client. Agency agrees
to advise each of its staff, employees and consultants of their obligations to keep
such information confidential, and to require consultants to enter into confidentiality
agreements for the protection of Client. The term confidential information shall
not include information which is or becomes generally available to the public other
than as a result of disclosure by Agency, or becomes available to Agency on a non-
confidential basis from a source other than the Client. If Client has any specific
concerns regarding intellectual property, confidentiality or trade secrets, Client shall
make said concerns known to Agency in writing. Agency will have consultants and
temporary employees sign a reasonable confidentiality agreement prepared by the
Client.
10)
Work For Hire: Except as otherwise required by law, Agency agrees that any
inventions, works of authorship or other intellectual property, including, but not limited
to, source code and documentation, conceived, developed, originated, fixed or reduced
to practice by consultant, or on a consultant’s direction, during consultant’s assignment to
Client, shall be the sole and complete property of Client, whether as a work made for hire
or otherwise. Agency and its consultants hereby assign and convey their entire right, title
and interest to any and all resulting copyrights, patents, and trade secrets to Client or to
its customers, as the case may be.
11)
Guarantee: Agency strives to provide excellence service to its clients. If for any
reason Client is dissatisfied with a particular individual assigned, Agency will remove
such person immediately upon written request and replace them as soon as reasonably
practical. If Client notifies Agency of its dissatisfaction prior to the conclusion of an
individual’s third day of work, Agency will not charge Client for the first 24 hours
of services provided. This guarantee is in lieu of all other guarantees or warranties,
expressed or implied.
12)
No Warranty/Limitations on Liability: Agency makes no expressed or implied
warranty, including, but not limited to, any warranty of quality, performance,
merchantability of fitness for any purpose, with respect to any services performed
or any goods, including, but not limited to, software or other proprietary property
developed hereunder. In no event shall Agency be liable to Client or any other party for
any damages, expenses, liabilities, fees, or losses (“losses”) arising as a result of this
Agreement, or the services provided hereunder, whether for work performed, goods or
services developed, or otherwise, which are in the aggregate in excess of the applicable
amount of fees actually paid to Agency by Client with respect to the assignment
resulting in such losses. In no event shall Agency be liable to Client or any party for any
incidental, indirect or consequential losses (including, but not limited to, lost profits or
lost data) arising from or related to any services performed or goods developed pursuant
to this Agreement. All claims must be delivered in writing to Agency within 30 days after
the termination of the applicable assignment with Client.
13)
Mutual Non-Solicitation: Except as provided by this Agreement, Client and its
divisions, parents, subsidiaries, affiliates and successors-assignees, will not hire or offer
employment to, or otherwise directly or indirectly use the services of , on a full time,
part time, or temporary basis, any consultant or temporary employee who has been
assigned to Client, or any prospective consultant who has been interviewed by Client as
a result of an introduction from, or recommendation by, Agency, until the expiration of
[one year] after the termination of the most recent assignment or of such introductions,
recommendations or interviews. In the event that Client provides the services of or
introduces any consultant or temporary employee to any third party during the course of
any assignment, Client shall obtain the agreement of such third party to the foregoing and
shall be responsible to Agency for any breach thereof.
14)
No Payroll Transfers: Client acknowledges that Agency has incurred substantial
recruitment, screening, training, administrative and marketing expenses with respect to
the consultants and that the identity, telephone number, address, skills, qualifications,
preferences, and work history of the consultant or temporary employee constitutes the
trade secrets of Agency. Accordingly, Client agrees not to directly or indirectly utilize,
offer to hire, hire, or engage as an independent contractor or freelancer any consultant or
temporary employee assigned to Client by Agency during any such assignment and for a
period of [one year] after completion of such assignment except through Agency. Client
also agrees not to permit or cause such consultant to work on Client’s premises or for
Client through any other firm or while on the payroll of any other firm for a like period
without the express prior written consent of Agency. Client shall immediately notify
Agency of the completion or termination of a consultant’s or temporary employee’s
assignment. If Client violates this paragraph, Client promises to pay service as liquidated
damages and not as a penalty, the sum of [Three Thousand Dollars ($3,000)] for each
consultant or temporary employee or [twenty five percent (25%)] of each consultant’s
or temporary employee’s annualized compensation, fees, or other payment by Client,
whichever sum is greater.
15)
Negotiated Payroll Transfer: Notwithstanding any other provision of this Agreement,
if Client terminates this Agreement or notifies Agency of its intent to terminate this
Agreement, and Client desires to have all or some of the consultants continue to work at
Client’s facilities, Client shall have two options, as follows:
i) To pay Agency the sum of $_5000.00__ as a conversion fee for each such
consultant or temporary employee who is engaged by Client as an independent
contractor or hired directly by Client or placed on Client’s payroll, or that of an
affiliated client, firm or person; or
ii) To compensate Agency for such consultant temporary employee at the billing rate
in effect at the time of the termination of the agreement, as long as the consultant
or temporary employee remains working at the Client’s facility, and for any new
assignments consultant or temporary employee performs for Client for a period of
[one year] following the termination of this Agreement; or
iii) Client shall notify Agency as to which of these options it elects, in writing, at least
ten days prior to the date it intends to comply with subparagraph (a) or (b) above, and
to make such payments as may be required as soon as practicable there under, but
in no event less than 30 days from the date the Agreement is terminated. Client may
elect either option (a) or (b) above for all or any of the consultants in its discretion. If
Client fails to timely notify Agency, then it shall be deemed to have opted option (b).
16)
Termination: This Agreement and/or any work schedule may be terminated by either
party upon reasonable notice to the other in writing. If a change of consultant or
temporary employee on any assignment is required due to circumstances beyond the
control of Agency, then Agency shall use reasonable efforts to replace such consultant or
temporary employee as quickly as possible to Client’s satisfaction.
17)
Government Contracts: Client agrees to notify Agency immediately whenever any
consultant or temporary employee performs any work under a government contract, and
agrees to pay pro rata a price differential to reflect the higher wages that may be due such
an employee by reason of any government contract, law or contract specifications.
18)
Equal Employment Opportunity: Client acknowledges that Agency is an equal
employment opportunity employer and agrees that it shall not harass, discriminate
against or retaliate against any consultant or temporary employee because of his or her
race, national origin, age, sex, disability, marital status or other category protected by
law, nor shall Client cause or request Agency to engage in such prohibited activity.
Furthermore, Client acknowledges that it shall take all reasonable steps necessary to
prevent the discrimination, sexual harassment or violation of any other legal obligation of
any consultants or temporary employee’s within Client’s work environment. Client agrees
to immediately notify Agency in writing of any complaints tendered by a consultant
or temporary employee related to work conditions or any complaints filed about the
consultant or temporary employee related to work conditions, including, but not limited,
potential legal or ethical violations.
Arbitration: Client and Agency agree that any dispute arising under the terms and
conditions of this Agreement or concerning the respective rights or obligations
hereunder of the parties shall be settled and determined by arbitration before the
American Arbitration Association located in [
] in accordance with its rules for
commercial disputes. The arbitrators shall have the power to award specific performance
or injunctive relief and reasonable attorney’s fees and expenses to any party in any such
arbitration. However, in any arbitration proceeding arising under this Agreement, the
arbitration shall not have the power to change, modify or alter any expressed condition,
term or provision of this Agreement, and to that extent, the scope of their authority
is limited. The arbitration award shall be final and binding upon the parties and the
judgment thereon may be entered in any court having jurisdiction thereof.
19)
Injunctive Relief: To prevent irreparable harm to the parties, strict compliance with this
Agreement is imperative. Notwithstanding paragraph 18 above regarding arbitration, the
parties retain their right to seek injunctive relief in a court of competent jurisdiction in the
event of a breach, or threatened breach, of such Agreement, and both parties waive any
20)
requirement that a bond be posted as a condition to any injunctive relief.
21)
Entirety of Agreement: This Agreement constitutes the entire agreement between the
parties with respect to the matters contained herein and supersedes any and all prior
and contemporaneous agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, with respect to the subject matter of this
Agreement.
22)
No Partnership or Joint Venture Relationship: Nothing in this Agreement shall be
construed as creating a partnership, joint venture or other relationship other than an
independent contractor relationship between the Client and Agency.
23)
Notices in Writing: All notices given under this Agreement shall be in writing to the
addresses set forth at the beginning of this agreement. Any change of address shall be
presented in writing and is effective 10 days after receipt.
24)
No Waiver: No waiver of any breach of any provision or condition of this Agreement
shall be deemed a waiver of any similar or dissimilar provision or condition at the same
time or any prior or subsequent time.
25)
Jurisdiction and Venue: This Agreement shall be governed by, and construed under, the
laws of the State of [California]. Jurisdiction and venue for all purposes shall be in the
County of [Orange], State of [California].
26)
Execution in Counterparts: This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but which together shall constitute one in
the same instrument. The section headings contained in this Agreement are inserted
for convenience of reference only and shall effect the meaning or interpretation of this
Agreement.