Lloyd Richards Personnel Staffing Agreement Terms and Conditions
 
Lloyd Richards Personnel (LRP) Duties and Responsibilities:
 
1. LRP will:
 

a. Recruit, screen, interview, and assign its employees (“Assigned Employees”) to perform the type of work requested by CLIENT who will perform said work under CLIENT’s supervision at the locations designated by CLIENT;

b. Pay Assigned Employees’ wages and provide them with the benefits that LRP offers to them;

c. Withhold, and remit appropriate payroll taxes; provide unemployment insurance and    workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees.

 
CLIENT’s Duties and Responsibilities

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2. CLIENT will:

a. Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectual property;

b. 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;

c. Not change Assigned Employees’ job duties without STAFFING FIRM’s express prior written approval; and

d. 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.

 
Payment Terms, Bill Rates, and Fees
 
3. CLIENT will pay LRP for its performance at the rates agreed payment is due on receipt of invoice. Invoices will be supported by the pertinent time sheets or other agreed system for documenting time worked by the Assigned Employees. CLIENT’s signature or other agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes LRPS to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion.
 
4. Assigned Employees are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work. LRP 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 LRP 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 the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person or firm other than LRP during or within 30 days after any assignment of the Assigned Employee to CLIENT from LRP, CLIENT must notify LRP and: (a) continue the Assigned Employee’s assignment from LRP for hours worked up to and including 520 hours, whereafter CLIENT may hire the LRP assigned employee without further compensation to LRP.
 
6. In addition to the bill rates agreed to by CLIENT and LRP, CLIENT will pay LRP the amount of all new or increased labor costs associated with CLIENT’s Assigned Employees that LRP is legally required to pay—such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels- until the parties agree upon new billing rates.
 
Confidential Information
 
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 LRP as a result of Assigned Employees’ access to such information.
 
Cooperation
 
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, LRP will defend, indemnify, and hold CLIENT 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 LRP’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful misconduct of LRP or LRP’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
 
10. To the extent permitted by law, CLIENT will defend, indemnify, and hold LRP 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.
 
11. 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.
 
12. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within three 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.
 
Miscellaneous
 
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 without LRP’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, addressed as shown below.  
 
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 may be terminated by either party upon seven days written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 24 hours written notice.