Terms and Conditions

Vantage Consulting USA Inc.

Master Services Agreement for the Supply of Workers

IT IS HEREBY AGREED by and between Vantage Consulting USA Inc. 11 Apex Drive No. 300A, Marlborough, Massachusetts, 01752 (hereinafter referred to as “Company” or “Vantage”) and _____________________, its affiliates, located at _________________________ (hereinafter referred to as “Client”),

1. WHEREAS Company is engaged in the business of introducing and engaging Workers to perform services for clients, and providing related management and human resource services; and

WHEREAS Client desires to engage Company to provide such services and to coordinate the provision of such services by other Companies (“SUBCONTRACTORS”) as may be necessary to meet Client’s temporary staffing needs;

NOW, THEREFORE, in consideration of the promises, and of the mutual covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

2. Definitions

“Annualized Compensation” means basic salary, shift or weighting allowances, guaranteed and/or anticipated bonus and commission earnings, car allowance and any other benefit or allowance as derived from the Contract confirmation Note or otherwise in accordance with this Agreement or industry practice;

“Assigned Worker/Worker” means a Worker of Company who has been introduced to Client and who has accepted Client’s offer to be assigned to provide services to Client pursuant to this Agreement. For the avoidance of doubt, such Workers shall include Workers under a 3^rd party employer of record (“EOR”) engaged by Company to facilitate and fulfill the duties of a statutory employer and payroll services under this Agreement.

“Assigned Worker Services” means the services to be performed by Assigned Worker’s as described in Contract Confirmation Note, as same may be modified or amended by the Parties in writing or in practice by the Parties;

“Assignment” means the period during which an Assigned Worker renders the Services;

“Affiliate” means Client, any entity which is a subsidiary of Client, or of which Client is a subsidiary, or any other corporate body in which there is commonality of ownership of 50% or greater or in which a majority of directors are common.

“Company Services” means services to be performed by Company pursuant to this Agreement

“End Client” means the company, if any, with whom Client has an agreement and who is the recipient of the Services;

“Engagement” means the engagement, employment, hire or use of Assigned Worker by Client, by Client Affiliate or by any third party to whom or to which Assigned Worker was introduced by Client (whether with or without Company’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a company of which Assigned Worker is an officer or employee; or indirectly through another employment business or company which holds itself out as such; and, “Engages” and “Engaged” will be construed accordingly;

“Introduced” means Client’s interview of a potential Assigned Worker in person or by telephone; or the passing to Client of a resume or information about a potential Assigned Worker; whichever is earlier and “Introduces” and “Introduction” will be construed accordingly;

“Terms” means the Terms and Conditions of this Agreement and will include any Assigned Worker Schedule;

3. Acceptance of the Agreement

3.1. The Client’s signature on this Agreement by counterpart or otherwise, constitutes its acceptance of these terms of business. Whether or not the Client has signed this Agreement, the Client shall also be deemed to have accepted the terms of this Agreement upon the first to occur of:

(a) the passing of information about a potential Assigned Worker to Client by Company;

(b) an Introduction to Client of, or the Engagement by Client of, a potential Assigned Worker;

(c) Client’s interview or request to interview a potential Assigned Worker (including interview by video conferencing or by telephone);

(d) the signature by Client on a timesheet relating to the Services provided by Assigned Worker; or,

(f) any other written, express acceptance of these Terms.

3.2. This Agreement and the terms herein apply regardless of whether or the Assigned Worker is Engaged by Client for the same type of work as that for which the Introduction was originally effected.

4. Duties of Company

4.1. Company shall provide to Client the Introduction to and its Engagement of services of Workers (“Assigned Workers”) as requested by Client. The Client shall use the services of Company as a primary vendor and provider of Assigned Workers. Company shall manage the provision of services to Client by Company in accordance with the provisions of this Agreement.

4.2. Company agrees to assume full responsibility for paying, withholding, and transmitting payroll taxes; making unemployment contributions; and handling unemployment and workers’ compensation claims involving Assigned Workers with respect to compensation that Company has agreed to pay. Assigned Workers shall not be entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by Client to its direct employees.

4.3. Company provides no warranties in respect of the suitability, abilities or qualifications of the Assigned Worker. Company shall have no liability to Client in respect of any loss, damage, costs, expenses or other claims for compensation arising out of the provision of the assignment or actions of the Assigned Worker or otherwise.

4.4.Client understands that although the services of the Assigned Worker are provided by Company through a third party “Employer of Record”, the Client is nevertheless responsible for the day-to-day supervision, direction, and control of the Assigned Worker as well as the workspace and the work performed by the Assigned Worker. As such, Client shall abide by applicable laws pertaining to workplace operations and policies, as well as other terms of this Agreement.

5. Screening and Selection of Workers

5.1. Company will use reasonable commercial skill and care in delivering the Services in a professional and workmanlike manner. However, Company provides no warranty or guaranty that a suitable Worker will be found for any portion or the whole of such booking. Company shall not be liable to Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Company’s obligations in relation to the Assignment, if the delay or failure was due to any cause beyond Company’s reasonable control or opportunity. Selection and Background Checks: Company shall recruit, interview, test and screen candidates so as to ensure compliance with threshold requirements for prospective work as an Assigned Worker of Client. Company will not ensure and provides no warranty that any selected Worker short listed for a Client shall possess the appropriate skills, experience, training, qualifications, and any authorisation which Client considers are necessary, or which are required by law or by any professional body to work in the position which Client seeks to fill. Client understands that it relies on its own investigation and research to ensure the suitability in all respects, including those referenced above, of any prospective Worker. Client shall also rely on its own investigation to ensure that the assignment of the prospective Worker would not be detrimental to the interests of either the prospective Worker or Client.

5.3. In relation to each prospective Worker, Client will rely on its own due diligence in the screening of any appropriate and applicable Curriculum Vitae or any other work history documentation. Company shall not warrant that documents forwarded to Client will be free of any misrepresentations. Should Client wish any particular matter regarding the background, specific experience or skills to be possessed by a prospective Worker, Client shall satisfy itself as to such circumstances or otherwise agree expressly in writing with Company the checks and verification desired.

5.4. In the event Client offers Company to have a prospective Worker assigned to a position with Client, any information which Company has obtained in accordance with this clause shall be given by Company to Client orally and thereafter, upon Client’s request, in paper form or by electronic means. Upon acceptance by Company of Client’s above-referenced offer, the prospective Worker shall be deemed an Assigned Worker in accordance with this Agreement.

5.5. Company and the EOR will maintain in force workers compensation insurance for all Assigned Workers assigned to Client as well as general liability insurance covering all of Company’s activities with Client. Client will notify Company in writing of any additional insurance it requires as soon as reasonably possible after determining the need for such insurance. As to any claim, cause of action, damage or other loss suffered or incurred by Client relating to insurance not requested by Client or occurring prior to 10 days following any such request, Company shall not be held responsible for any such claim, damage, cause of action or other loss and Client hereby waives any and all rights to claim against or recover from Company based upon any such claim, cause of action, damage or other loss.

6. De-selection Or Removal of Assigned Workers

6.1. Where Company receives or obtains information which gives it reasonable grounds to believe that an Assigned Worker supplied to Client may be unsuitable for his or her assignment, Company shall advise Client as soon as practicable in writing of the information forming the basis of such belief and may, in its sole discretion, end the supply of that Assigned Worker to Client.

6.2. In the event that Client is or becomes dissatisfied with an Assigned Worker, Client shall so notify Company immediately in writing. Upon receipt of such written notice, Company shall take reasonable steps to remedy the situation, which may include providing an alternative Assigned Worker for Client. In any event, in the absence of gross negligence or intentional and material misconduct, no Assigned Worker shall be removed from employment with Client with less than (four) 4 week’s written notice, during which period Client shall continue to pay for the Assigned Worker Services in accordance with this Agreement.

6.3. The Client understands that all services provided by Assigned Workers are provided “at-will” and are subject to termination by the Assigned Worker, Company, or Client, with or without cause, at any time, for any non-discriminatory and non-retaliatory reason. Client shall make no statements or take any action that could be reasonably interpreted to change the “at-will” nature of the Assigned Worker’s employment. Furthermore, that in the event of termination of the Assigned Worker’s employment by either Assigned Worker or Client, Client may request termination notice from Assigned Worker; but Client further understands that any request is not a binding requirement for termination by an Assigned Worker. Client shall therefore provide immediate written notice to Company of its termination of an Assigned Worker, or of an Assigned Worker’s written or verbal notice or reasonably clear statement of termination. Client understands that a failure to provide timely notification to Company, the Assigned Worker’s termination may result in Company continuing to provide Services, provide benefits, and maintain entitlements to the Assigned Worker, often with direct monetary cost to Company. When Company’s ongoing maintenance of Services is the result of Client’s failure to timely notify Company of an Assigned Worker’s termination as described in Section 6, Client shall be liable for all associated costs, including, as applicable: benefits, retirement contributions, entitlements for leave, paid leave, exempt hours and overpayment

6.3. Any breach of the foregoing provisions by Company shall not absolve Client’s obligations to pay any invoices that are due or will become due in relation to this Agreement.

7. Obligations of Client

7.1. Client is not obligated to offer an assignment to a prospective Worker introduced and supplied by Company and Company is not obligated to accept an offer of assignment of a prospective Worker made by Client. However, Client shall notify Company within 2 days of its decision or intention to: engage a potential Assigned Worker Introduced by Company;

a) extend Assignment of an assigned Worker or otherwise Engage directly or indirectly an Assigned Worker Introduced and/or supplied via Company; or

b) engage an Assigned Worker on a permanent contract or temporary basis or otherwise (including through another recruitment agency, employment business or limited company).

7.2. Client represents and warrants that Client Shall:

a) inform Assigned Workers of all health, safety, hazard communication, training, and operation instructions in the same manner as Client’s own Workers, and as required by Jurisdiction Law, including all federal OSHA requirements.

b) Shall provide Assigned Workers with a workspace, tools, computer, and/or any materials required to perform services in accordance with his or her duties;

c) It may not terminate or direct termination of an Assigned Worker in retaliation for the Assigned Worker’s exercise of legal rights entitlements and rights including paid leave, unpaid leave, disability accommodations, the filing of a claim or complaint with a government agency, reporting discrimination, harassment, or retaliation, or any other action entitled under applicable law. This includes allowing Assigned Workers to return to their position upon completion of an entitlement leave period. Client agrees to indemnify, defend, and hold harmless Company against any claims of retaliation when such retaliation is the result of Company following the instructions of Client.

d) Notify Company if Client expects any Assigned Employee to work remotely for any period of time. Client understands that any Assigned Employee who does not report to a worksite is required to execute additional agreements requiring them to abide by certain Company policies when working remotely. These include, but are not limited to, proper health and safety standards and timely reporting of hours. Client shall indemnify, defend, and hold Company harmless against any Loss related to an Assigned Employee’s remote work when Company is not made aware of an Assigned Employee working from a home location.

7.3. Client shall provide Company with a clear and precise definition of their requirements relating to the assignment for each Assigned Worker. In particular, the Client will detail for Company’s consideration and possible acceptance:

a) The total number of Assigned Workers required.

b) The minimum qualifications and experience required for each Assigned Worker, or which are required by law, or by any professional body, for the Assigned Worker to possess in order to work in that position.

c) The hourly pay rate of the Assigned Worker that Client expects pay the Company and any other benefits which Client would offer to a person in the position which it seeks to fill, and the intervals at which the person would be paid.

d) A breakdown of tasks which Client will expect the Assigned Worker to perform throughout the course of the Assignment; the location at and duration of an SOW;.

e) The required start date for the Assignment.

f) Details of any applicable End Client.

g) The identity of Client and, if applicable (i.e. if it has not been previously known to Company) the nature of Client’s business.

h) Any expenses payable by or to the Assigned Worker.

i) Where applicable, the length of notice which an Assigned Worker in such a position would be required to give, and entitled to receive, to terminate the assignment with Client prior to expiration of the assignment.

7.4. Government Contract: Client agrees to not permit any Assigned Worker to perform any work under a Government Contract, without prior approval of Company, which approval may be accompanied by an additional Company fee to reflect the higher fees that may be due to any such contractor by reason of any Government Contract law or contract specifications, as well as additional screening for satisfaction or legal or regulatory requirements.

7.5. The Client agrees to immediately notify the Company of any injury or accidents involving Assigned Workers assigned to Client’s facility.

7.6. Upon reasonable written notice to Company, Client may inspect Company’s records to verify Company’s compliance with this Agreement.

8. Payment for Services

8.1. Where an Assigned Worker has been introduced and supplied by Company to Client, Client shall:

a) Agree and sign (electronic or otherwise) weekly timesheet provided by the Assigned Worker as a record of both works completed in relation to the specific assignment and Client’s acceptance that those hours have been completed. The approval of the Assigned Worker timesheet by the Client is confirmation of the number of hours/days worked by the Assigned Worker, which also constitutes acceptance that the services provided during week of the specific SOW have been provided to the Client’s satisfaction in accordance with the SOW and this Agreement.

b) Pay any invoice submitted by Company within the payment terms detailed in paragraph 8(d) hereto. If for any reason the Assigned Worker(s) timesheet has not been signed, Client shall nevertheless be liable to pay the invoice in accordance with paragraph 8(d).

c) Company will bill Client separately for each Assigned Worker under this Agreement, including any expenses or adjustments applicable to such Assigned Worker for the billable period. Each bill to Client shall be an independent obligation on the part of Client to pay and not subject to adjustment, reduction, refund, rebate or set off based on obligations or claims concerning other Assigned Workers assigned to Client by Company.

d) Company will invoice Client weekly for services provided in accordance with this Agreement. Payment shall be due within fourteen (14) days of the date of the invoice. SOW will be made available to Client upon request. Client’s signature on Company’s or Assigned Worker(s) certifies that the hours shown are correct and that Client authorizes Company to both pay Assigned Worker for such hours and to bill Client for the work performed by the named Assigned Worker.

e) The Client shall not be entitled to decline an Assignment Completion Information on the basis that Client is dissatisfied with the work performed by the Assigned Worker. In the event the Assigned Worker is or becomes, in the opinion of Client, unsatisfactory, Client shall notify Company in writing as soon as reasonably practicable.

f) In the event a portion of any invoice is disputed, the undisputed portion shall be paid. If Client disputes the hours claimed to have been worked and consequently does not sign (electronically or otherwise) a timesheet produced for authentication by an Assigned Worker, Client must inform Company as soon as reasonably practicable (and in no event later than four (4) days) and must co-operate fully with Company to enable Company to establish what hours, if any, were worked by the Assigned Worker during the period at issue. Failure to sign a timesheet does not absolve Client’s obligation to pay Company’s invoice in respect of all hours worked by an Assigned Worker.

g) Where an invoice is in dispute for more than 10 business days and Company has not received payment for such invoice, Company reserves the right to withdraw all Assigned Workers from Client’s site immediately upon expiration of such 10th day. Once the dispute is resolved Company may at its sole discretion instruct the Assigned Workers to return to Client’s site and continue with the Assignment.

h) As to any formal legal action whereby Company enforces Client’s duty to pay invoices or expenses, Client shall be responsible to pay Company all fees, costs, expenses and reasonable attorney’s fees associate therewith.

i) Where a Client utilizes its own time recording system and an Assigned Worker completes an Assignment Completion Information which is signed by Client and there is a discrepancy over the hours which is discovered by Client after the invoice has been submitted, Client shall still be liable to pay the invoice relating to the relevant Assignment Completion Information. Once the invoice has been settled Company shall then issue the relevant credit or invoice in respect of the discrepancy.

j) Invoices which remain unpaid past the due date shall be subject to late charges on any unpaid balance at the rate of 1.50 % per month or the maximum legal rate, whichever is higher.

k) Client acknowledges and agrees that in the event an Assigned Worker works more than forty (40) hours in any work week, more than 8 hours in any day or more than 12 hours in any day for Client, Assigned Worker may be entitled to overtime compensation as provided by federal and applicable state law and Client agrees to an increase in the bill rate to reflect such additional compensation plus applicable markup. In this regard, Client and Company shall cooperate to fully comply with any applicable state and federal laws including but not limited to non-exempt requirements of the Federal Fair Labor Standards Act and any similar state law, as either may from time-to-time be amended. Assigned Worker Expenses.

l) At Client’s request and with Company’s agreement, the Company will pay all expenses due to the Assigned Worker on behalf of Client in relation to the Assignment. Company will raise an invoice for each separate expense incurred, providing Client with reasonable evidence thereof. Such expenses shall be paid by Client to Company in accordance with paragraph 8(d). An authorised representative of the Client must approve all expenses in advance of being incurred and must provide confirmation of such approval in writing. The Client may elect to reimburse the Assigned Worker’s expenses directly and shall retain copies of all expense receipts submitted. Where the Client requests that expenses are paid and processed through Company, a processing and administration fee of five percent (5%) shall be applied to the total value of any such expenses and invoiced in addition to the expense amount.

m) In the event that the cost to Company of providing the Assigned Worker to Client increases at any time during the term of an Assigned Worker’s assignment, by reason of the introduction, variation, or imposition or increase of any tax, new legislation coming into force or similar imposition which becomes payable by Company, the fee shall be increased accordingly to account for any such increase, statutory or otherwise.

8.2. The Client will pay to the Company an agreed fee equal to 30% of the Assigned Worker(s) total annualized remuneration, subject to a minimum fee of $30,000 USD (the “Transfer Fee”) if, during the Relevant Period, the Consultant is Engaged or employed by:

a) the Client or any subsidiary or associated company of the Client;

b) and any client/ customer of the Client; or

c) any third person to whom the Client and or the Client has introduced the Assigned Worker.

8.3. The provisions of section 8.2 survive the termination this Agreement for the Relevant Period. “Relevant Period” means whichever of the following period ends later (i) the twelve-month period commencing on the date of the Assigned Worker initial Introduction, or (ii) the twelve-month period commencing on the date the applicable Assigned Worker’s SOW terminates or expires.

9. Right to Audit and Confirm Compliance

9.1 Upon reasonable written notice to Company, Client may inspect Company’s records to verify Company’s compliance with this Agreement.

10. Confidentiality and Data Protection

10.1. Client’s Confidential Information: Company acknowledges that it or its Assigned Workers may be given access to or acquire information which is proprietary or confidential to Client or its affiliated companies and their clients and customers. All such information obtained by Company shall be deemed to be confidential and proprietary information. Company 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. Upon Client’s written instructions to Company, Company shall require Assigned Workers to keep such information confidential, and to enter into Confidentiality Agreements when applicable. All Confidential information, whether originating from Company or Client, shall be used only for the purposes of furthering this Agreement and no other purpose. Upon termination of this Agreement, all such information and documentation shall be returned to the party from whom it originates. These confidentiality provisions shall survive termination of this Agreement. Each party warrants and undertakes to the other that, in relation to this Agreement, it shall comply strictly with all requirements of all applicable laws relating to data protection and privacy, and any other applicable national implementing laws, regulations or secondary legislation relating to the protection and transfer of personal data is processed by the parties in connection with the provision of recruitment services under this Agreement. The Client and Discover each agree to comply with all applicable provisions of the data protection laws within the USA in sharing and processing the personal data

10.2 “Data Protection Legislation” each party shall comply with the any and all applicable USA state or federal laws in relation to data and privacy laws, the UK Data Protection Act 2018 and UK GDPR, along with the EU General Data Protection Regulation (“GDPR”) and the terms “Data Controller” and “Data Processor” will have the meanings given to them under GDPR. To the extent that any data or information provided by one party to the other party contains personal data within the meaning of GDPR or equivalent legislation, the party deemed to be the Data Processor will: (i) process such data and information only in accordance with the Data Controller’s instructions; (ii) not transmit such data and information to a country or territory outside the UK and European Economic Area without the Data Controller’s prior written consent unless at least one of the permitted derogations set out in GDPR complied with; and (iii) take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate. “Personal Data” means any information relating to, describing, is capable of being associated with, or could reasonably be linked to (directly or indirectly) an identified or identifiable natural person or household, where identifiable means can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity.

11. Assignment of Copyrights and Patents to Client

11.1 During any engagement of an Assigned Worker, it shall be Client’s responsibility to enter into any relevant assignment of copyrights, patents and work product between Client and Assigned Worker. Company’s sole responsibility in this regard shall be to appraise any prospective Assigned Worker that Client may require such agreements to be signed by Assigned Worker and to obtain Assigned Worker’s consent to not unreasonably decline to enter into any such agreement with Client. For purposes of this paragraph, Work Product shall mean: Any and all discoveries and/or inventions (which shall include improvements and modifications) relating to work performed by Assigned Workers, or relating to matters disclosed to Assigned Workers in connection with work to be performed, or suggested by such matters, whether or not patentable, which discoveries and/or inventions are made or conceived by Assigned Workers, solely or jointly with others, during the term of any assignment (regardless of whether conceived or developed during working hours) or during a period of one (1) year thereafter.

12. Term and Termination

12.1. This Agreement shall commence from the effective date of this Agreement, determined by the later date of signature(s) of the parties and continue until terminated in accordance with its provisions. In the absence of such signature(s), this Agreement shall commence form the earliest date of acceptance by Client in accordance with Section 3 of this Agreement. Notwithstanding the foregoing, for purposes of Transfer Fees, conversion and fees associated therewith in this Agreement shall be deemed to commence and be binding from the date upon which a prospective Assigned Worker is interviewed by Client. This Agreement may be terminated by either party upon 30 days’ written notice to the other party. All Notices shall be personally delivered or sent by recognized overnight courier or by certified mail, return receipt requested, and shall be effective when received; or by email with electronic delivery receipt and shall be effective as dated in delivery receipt, as follows:

Name - Mr Russell Jones
Title - Director
Company – Vantage Consulting
Company Address - Unit B, Gillette Close, Stafford, UK ST180LQ
Email: Russell@vantageconsulting.co.uk
With a copy to: contact@vantageconsultingusa.com

12.2. Notwithstanding any other provision of this Agreement, in the event the other party declares or becomes bankrupt or insolvent, dissolves or discontinues operations, or fails to make any payments within the time periods specified in this Agreement, either party may terminate this Agreement immediately and or suspend an SOW and all Assigned Workers will be removed from Client’s site under this Agreement until the Client’s account is up to date.

12.3. Notwithstanding any other provision of this Agreement, if Client terminates this Agreement or notifies Company of its intent to terminate this Agreement, including SOWs, and Client desires to have all or some of the Assigned Workers continue to work at Client’s facilities or the facilities of a parent company, subsidiary or affiliate of Client, Client shall have the following options:

a) To elect and pay Company for Transfer Fee of the Assigned Worker(s) in accordance with the provisions of section 8.2 of this Agreement and

b) To continue to pay Company for such Assigned Worker’s services at Company’s billing rate in effect at the time of the termination of the Agreement for any services performed by such Assigned Worker for a one-year period following the cancellation of this Agreement.

12.4. Client shall notify Company which of the options in section 12.3 above it elects, in writing, at least five (5) days prior to the date it intends to terminate this Agreement and to make such payments as may be required as soon as practicable thereafter, but in no event more than ten (10) days from the date the Agreement is terminated. If Client does not make the election within such five-day (5-day) period, paragraph 12.3(a) will apply.

12.5. Company may terminate this Agreement immediately where Company has notified Client that Client is in default or material breach of its obligations under this Agreement, and such material breach or default remains uncured by Client for 5 days following the date of such notice.

12.6. Neither termination by Client nor Company shall absolve the obligations of Client to pay to Company all fees and expenses associated with or incurred under this Agreement up to and including the date of termination, and further where so indicated by the terms of this Agreement. Any incomplete assignments shall be billed and payable on the basis of a pro rata allocation of the agreed rate for such assignment.

13. Miscellaneous

i) Survival of Certain Provisions: Those provisions of this Agreement which by their terms extend beyond the termination or non-renewal of this Agreement shall remain in full force and effect and survive such termination or non-renewal.

ii) Amendments: No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in a writing signed by the parties.

iii) Severability: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision so as to effect as near as possible the original intent of the Parties.

iv) Complete Agreement: This Agreement, the exhibits attached hereto, and the provisions on any Company timesheet agreement, contain the entire understanding between the parties hereto, and supersede all prior agreements and understandings relating to the subject matter hereof. No modification, amendment or change to this Agreement shall be effective or enforceable unless appearing in a written document signed by both Client and Company and dated after the date of this Agreement.

v) Waiver: The failure of a party to enforce the provisions of this Agreement shall not be construed as a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

vi) The services which Company and its Assigned Worker(s) shall render under this Agreement shall be as an independent contractor with respect to each other and to Client. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between Company and Client, or any Subcontractor and Client.

14. Force Majeure

14.1 Notwithstanding any other provision of this Agreement, neither party shall be deemed to be in breach of contract or otherwise be liable to the other parties for any delay in performance or the non-performance of any of its obligations to the extent that the delay or non-performance is caused by Force Majeure of which it has notified the other party and the time for performance of that obligation shall be extended accordingly. If the Force Majeure in question prevails for a continuous period in excess of two weeks from its commencement either party may terminate this Agreement without notice, notwithstanding a circumstance where the Assignment has not been completed. For the purposes of this clause, “Force Majeure” means any cause beyond a party’s reasonable control including, without limitation, natural disasters, pandemic, epidemic, quarantines, fires, earthquake or storm, strikes, failures of public utilities or common carriers, acts of war, or intervention, acts restraints or regulations of any governmental authority, including compliance with any order of any governmental considerations.

15. Warranty Limitations and Indemnification

i)THE REPRESENTATIONS AND WARRANTIES SET FORTH IN IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

ii) NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR INDEMNIFICATION, OR LIABILITY FOR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR THEIR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

iii) MAXIMUM LIABILITY FOR DIRECT DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR INDEMNIFICATION, OR LIABILITY FOR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED 105% (ONE HUNDRED AND FIVE PERCENT) OF THE TOTAL OF THE AMOUNT PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO COMPANY PURSUANT TO THIS AGREEMENT IN RELATION TO THE ASSIGMENT WHICH FORMS THE BASIS OF THE CLAIM DURING THE 20 WEEKS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR $50,000 (Fifty Thousand), WHICHEVER IS LESS.

iv) To the extent permitted by law, Client agrees to defend, indemnify, and hold Company harmless from and against any and all claims, losses, and liabilities that Company incurs (including reasonable attorney’s fees agreed upon by Client) that are proximately caused by the fault, negligence, gross negligence, or recklessness of Client, or Client’s officers, employees, or authorized agents, that arise from Client’s breach of this Agreement, that arise from risks inherent in Client’s business, or that are expressly disclaimed by Company in section 15.v.

15.v. Disclaimer of Company Liability: Company expressly disclaims liability for any claim, loss, or liability of any kind whatsoever resulting from:

a) Client’s failure to supervise, control, or safeguard premises, processes, or systems; or, without Company’s express prior written approval, entrusting Assigned Workers with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables.

b) Client requesting or permitting Assigned Workers to use any vehicle, regardless of ownership, in connection with the performance of services for Client unless Company has given its express prior approval in writing.

c) Claims by Assigned Workers for benefits, damages, contributions, or penalties under any Worker benefit plan, fringe benefit plan, or personnel policy sponsored and maintained by Client, whether or not Client’s plans exclude Assigned Workers from coverage.

d) Promises of increased compensation made by Client to Assigned Workers.

e) Client’s making substantial changes in the Assigned Worker’s job duties or risks without Company’s prior written approval.

f) The conduct of Client’s officers, employees, and agents.

g) Failure by Client to provide Assigned Workers with a safe worksite or to provide information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the worksite, whether or not required by law.

h) Acts or omissions of any Assigned Worker in the furtherance of Client’s particular business, except for those that could occur on any assignment to any type of client and except to the extent that such claim, loss, or liability is caused by Company’s failure to properly perform its screening, selection, assignment, with respect to the Assigned Worker.

i) Claims for special, indirect, consequential, punitive, or lost profit damages.

j) The quality of work performed by an Assigned Worker.

k) Acts or omissions of Assigned Workers.

l) Any misrepresentations, intentional or unintentional, or misleading information provided to Company by an Assigned Worker concerning such contractor’s qualifications, experience or fitness and suitability for the proposed assignment with Client, communicated in good faith by Company to Client.

m) Failure of Client to act in accordance with or comply with applicable federal, state or local laws or regulations as employer, commercial enterprise or otherwise.

16. Waiver of Jury Trial/Attorney’s Fees.

(a) Each Party acknowledges that disputes arising from this Agreement (including all exhibits, schedules, and attachments) may involve complex issues and irrevocably waives any right to a trial by jury in any action relating to this Agreement or the transactions contemplated hereby. Each Party further certifies that (i) no representative of the other Party has stated that the waiver will not be enforced, (ii) the Party has fully considered and voluntarily agrees to this waiver, and (iii) the mutual waivers and acknowledgments herein are a material inducement to enter this Agreement. Regardless of the enforceability of the foregoing waiver, the non-prevailing Party in any dispute arising out of or relating to this Agreement shall reimburse the prevailing Party for reasonable attorneys’ fees and expenses incurred in connection with such dispute.

17. Client Insurance Obligation. Client, and End Client, shall maintain commercially reasonable and industry-standard commercial general and professional liability insurance throughout any SOW.

18. Choice of Law. This Agreement, including all exhibits, schedules, attachments and appendices attached hereto and thereto, and all matters arising out of or relating to this

Agreement, are governed by, and construed in accordance with, the Laws of the State of New York, and the courts of State of New York without regard to the conflict of laws or provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of New York.

19. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

20. Data Protection. Each party warrants and undertakes to the other that, in relation to this Agreement, it shall comply strictly with all requirements of all applicable laws relating to data protection and privacy, and any other applicable national implementing laws, regulations or secondary legislation relating to the protection and transfer of personal data is processed by the parties in connection with the provision of recruitment services under this Agreement. Client and Company each agree to comply with all applicable provisions of the data protection laws within the USA in sharing and processing of personal data.