I. General Terms

1.    Definitions

1.1.   “Effective Date” is the date the agreement becomes effective.
1.2.   “Selected Apprentice” is the individual or individuals selected by you.
1.3.   “Apprenticeship Term” is the mutually agreed upon time period [generally 12 weeks] during which the Selected Apprentice will be assigned full-time to the Client.
1.4.   “Services” is the assigned work you’ve requested from the Selected Apprentice.
1.5.   “Parties” is Vendition and Client.
1.6.   “Total Planned Hours” is the total amount of hours Selected Apprentice is scheduled to work during the 12 weeks.
1.7.   “Apprenticeship Fee” is the amount Client will pay Vendition for the Apprenticeship Term.
1.8.   “Overtime hours” are the number of overtime hours the Selected Apprentice works according to Local, State, and Federal law.
1.9.   “Overtime rate” is defined as the hourly rate Vendition will bill the Client for the number of overtime hours the Selected Apprentice works.
1.10.   “Conversion Fee” is the fee the Client will pay if the Client decides to hire the Selected Apprentice during or at the end of the Apprentice’s Apprenticeship Term.

2.    Agreement Structure and Terms

2.1.   Agreement Term: This Agreement will commence on the Effective Date and remain in effect until terminated by either party, for any reason, upon thirty (30) days written notice to the other party. In addition, either party may terminate this Agreement with five (5) days written notice if the other does not comply with any of its material terms, provided the one who is not complying is given written notice and fails to fully comply with the material terms of this Agreement.

2.2.   Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, including the payment obligations set forth in Section II below.

2.3.   Selection of Apprentices: Candidates will go through a mutually agreed upon interview process to ensure selection of Assigned Apprentices are satisfactory with Client.

2.4.   Time tracking: Hours of work will be tracked by a mutually agreed upon digital method. Vendition will pay Selected Apprentice every two weeks according to the hours tracked unless Client notifies Vendition of any errors.

2.5.   Assigned Apprentice Conversion to Full-time: In the last two weeks of the Assigned Apprentice’s Apprenticeship Term, the Client will evaluate the performance and potential of the Assigned Apprentice and consider for a conversion to a full-time position [or conversion to another work status with Client, including full-time, temporary, or consulting basis]. In the event of a conversion to a full-time position, the Client agrees to pay the Conversion Fee. The Conversion Fee is payable if Client hires or retains an Assigned Apprentice, regardless of the worker classification, on either a full-time, temporary, or consulting basis within twelve (12) months after the last day of the Apprenticeship. Client also agrees to pay a Conversion Fee if an Assigned Apprentice is hired by a subsidiary or other related company or business as a result of your referral of the Assigned Apprentice.

II. Proprietary Information and Intellectual Property

Upon written acceptance of an Assigned Apprentice, Client will be responsible for supervising the Assigned Apprentices with ongoing scheduled check-ins with Vendition. Client will not allow or require an Assigned Apprentice to (i) perform Services outside of the scope of his or her assignment; (ii) enter into any contracts or any other agreements representing the Client; or (iii) make management decisions.

Client will be responsible for having Assigned Apprentice sign Client’s agreements relating to confidentiality, proprietary information and invention assignments. Vendition is not responsible for and shall not be liable for Client’s failure to obtain agreements for protection or ownership of Client’s proprietary information or intellectual property with any Assigned Apprentice.

III. Limitation of Liability and Warranties

Circumstances may arise where, because of a default on Vendition’s part or other liability, you are entitled to recover damages from Vendition.  Regardless of the basis on which you are entitled to claim damages from Vendition (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Vendition’s liability, if any, will (in the aggregate for all claims, causes of action or damages) be limited to any actual direct damages up to an amount equal to the fees actually paid to Vendition for the Services that are the subject of the claim.

IV. Items for Which Vendition is Not Liable

Under no circumstances is Vendition liable for special, incidental or indirect damages or for any consequential damages (including lost profits, business, revenue, goodwill, or anticipated savings), even if informed of the possibility.


V. Arbitration

The parties agree to arbitrate any dispute concerning this Agreement, other than claims by Vendition or any collection attorney or agency appointed by Vendition for payment under this Agreement, not earlier resolved by informal good faith negotiations. The proceedings shall be binding and shall be conducted in San Francisco, California pursuant to the commercial arbitration rules of Judicial Arbitration and Mediation Services, Inc. The parties will mutually agree upon the arbitrator, or, if they are unable to so agree, they will each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator’s’ decision shall be final and non-appealable and judgment may be entered in any court having jurisdiction.  In any adversarial proceeding hereunder, the losing party shall pay the prevailing party’s reasonable attorneys’ fees and costs as determined by the arbitrators or the enforcing court.

VI. Termination and Modifications

Client shall pay Vendition at the agreed rate of compensation for all work performed prior to the date of termination of this Agreement. The following obligations will survive termination of this Agreement for any reason: (i) all obligations to make payments of amounts that are or become due under this Agreement prior to termination; (ii) all provisions regarding nondisclosure and the limitations of warranty and liability; (iii) all Client’s responsibilities regarding Client’s proprietary information and inventions; and (iv) all arbitration and miscellaneous provisions.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements or communications regarding the subject hereof.  Any waiver, amendment or modification hereof must be in writing and signed by authorized managers of the Parties.

VII. Full-Time Staffing without the Apprenticeship

Client has the option to hire a referred Candidate for a full-time position without being an Assigned Apprentice. Client will pay a Recruiting Fee for each Candidate referred by Vendition and hired by Client or a Client Affiliate within twelve (12) months of being introduced by Vendition that has not been an Assigned Apprentice for Client. Affiliate is defined here as an entity owned by or has the same parent company as Client. The Recruiting Fee equals twenty percent (20%) of hired Candidate’s first year base salary.

The payment of Recruiting Fee is due within thirty (30) days from the Candidate’s start date.

This agreement will continue to be effective beyond termination if a referred Candidate supplied by Vendition is subsequently hired within one (1) year of the termination notice date.

VIII. Miscellaneous

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or communications regarding the subject hereof.  Any waiver, amendment or modification hereof must be in writing. All communications under this Agreement shall be in writing addressed to the CEO at Vendition. Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations to a third party, except that Vendition may assign, upon written notice to the Client, both the rights and obligations of this Agreement to the surviving corporation in any merger or consolidation to which it is a party or to any third party who acquires all or substantially all of its capital stock or assets, and without any notice to the Client, its rights to payment under this Agreement to any collection attorney or agency.  If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be modified or stricken from this Agreement to the extent necessary to make such provision legal, enforceable or valid, and shall not affect the legality, enforceability or validity of the remainder of this Agreement.