Selection of Candidates. Vendition shall present Client with Candidates for consideration in accordance with Client’s written requests. Vendition and Client will mutually agree on the interview process to assist Client in selecting Candidates. Client shall inform Vendition in writing if it selects a Candidate to be a part-time or full-time permanent employee.
Direct Hire and Training Services.
Description of Direct Hire and Training Services. Direct Hire and Training Services include the following:
Recruiting Services
Diversified sourcing channel for Client consideration
Multiple pre-screens before sharing resume with Client
Match Candidates with Client’s most aligned with values, skillsets, interest, and relevant experience
Online Resources
Access to online LMS for Manager & Candidate for twelve (12) weeks post-employment
Online sales education and best practice resources twelve (12) weeks post-employment
Networking & Alumni Resources
Insurance. Client and Vendition shall each maintain, at their own expense, the following types and limits of insurance with insurance companies having an AM Best rating of A-(VII) or better (the rating requirement will not apply to Professional Liability Insurance): (a) Commercial General Liability insurance with limits of $1,000,000 per occurrence combined single limit for bodily injury and property damage and contractual liability cover, a $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate and (b) Workers Compensation insurance in compliance with appropriate federal and state laws in which the service is being performed, and Employers’ Liability insurance with limits of not less than $1,000,000 per accident or disease. Each policy, shall be written on an occurrence basis.
Indemnification. Vendition shall defend, indemnify and hold harmless Client, its subsidiaries, affiliates, successors, assigns, and their respective directors, officers, shareholders, agents and employees (collectively, “Indemnities”) against any and all loss, liability, claim, deficiency, action, judgment, interest, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance coverage (collectively, “Losses”), arising directly or indirectly from third-party or employee claims relating (i) alleged or actual acts or omissions of gross negligence or willful misconduct of Vendition or Vendition’s agents, employees or subcontractors; and (ii) Vendition’s violation of any applicable laws. Client shall defend, indemnify and hold harmless Vendition, its subsidiaries, affiliates, successors, assigns, and their respective directors, officers, shareholders, agents and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance coverage (collectively, “Losses”), arising directly or indirectly from third-party or employee claims relating (i) alleged or actual acts or omissions of gross negligence or willful misconduct of Client or Client’s agents, employees or subcontractors; and (ii) Client’s violation of any applicable laws.
Confidentiality. Parties acknowledge that each Party may obtain confidential information regarding the other Party’s business, including but not limited to financial, marketing, sales and business plans, financial statements, analyses, forecasts and projections, customer lists and related information, customer agreements, suppliers, vendors and independent contractors, products, inventions and trade secrets, know-how, formulations, compositions, processes, product specifications, past, current and planned research and development, internal management tools and systems, pricing policies, costing policies, strategies, procedures, and contractual agreements, as well as personal identifying information. Parties agree to treat all such information, as proprietary and confidential, and to take all reasonable precautions against the disclosure or misuse of such information to unauthorized parties during term, and for three (3) years following, the expiration or termination of this Contract. Each Party shall remain the owner of any confidential information provided during the negation or term of this Contract, and upon request by the owning Party, all documents relating to the confidential information will be returned to the owning Party.
Disclaimer. THE SERVICES ARE PROVIDED “AS IS”, WITH ANY AND ALL FAULTS AND, WITHOUT ANY WARRANTY OF ANY KIND AND VENDITION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
Consequential Damages Waiver. EXCEPT FOR A BREACH OF SECTION 6 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS OR LOSS OF DATA) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 6 (CONFIDENTIALITY) OR THE EXPRESS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID AND PAYABLE TO VENDITION BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT FIRST GIVES RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Term and Termination. This Agreement shall commence as of the Effective Date and remain in effect until terminated by the Parties in accordance with this Section 10. The Parties may terminate this Agreement at any time by mutual, written agreement. Either Party may terminate this Agreement for convenience upon thirty (30) days written notice to the other Party, or for immediately for breach upon notice to the breaching party, provided that the non-breaching party is allotted fifteen (15) days to cure the breach. Termination shall not affect any payment obligations of Client hereunder, which shall survive the termination of this Agreement, together with Sections 5, 6, 8 – 12.
Non-Solicitation. For the purposes of this Section 11, “Protected Personnel” shall mean any contractor, consultant, intern, volunteer, or employee of Vendition, that Client either knows, or has reason to know, was a contractor, consultant, intern, volunteer, or employee of Vendition at any time in the previous six (6) months. Accept as pursuant to this Agreement and if otherwise provided in writing, Client shall not, during the term of this Agreement and for a period of two (2) years following its expiration or termination, (a) hire or engage any Protected Personnel at any time within the six (6) months prior to the proposed hire or engagement, whether such individual leaves the engagement of Vendition voluntarily or by termination; (b) otherwise solicit, attempt to solicit, induce or attempt to induce any Protected Personnel to terminate their engagement with Vendition, which, for the avoidance of doubt, shall be evidenced by proof of any communication by Client, or any affiliate of the Client, whether written or oral, about any potential contractor, consultant, intern, volunteer or employment opportunity with Client or any affiliate of the Client; (c) in any way negatively interfere with the relationship between Vendition and their Protected Personnel.
Miscellaneous.
Independent Contractors. The Parties are independent contractors, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship as between the Parties. Neither Party is not authorized to make any representation, contract or commitment on behalf of the other Party unless specifically requested or authorized in writing.
Non-Disparagement.During the Term of this Agreement and at any time thereafter, Client promises not to directly or indirectly, whether in public or private, make, publish, encourage, ratify, or authorize; or assist or enable any other person or entity in making, authorizing, ratifying, or publishing; any statements, whether written or oral, that in any way defame, criticize, malign, impugn, reflect negatively on, or disparage the other Vendition, or any of its employees, clients, partners, affiliates, providers, partners, members, officers, directors, as well as any of Vendition’s products or services (together “Protected Parties and Services”), or cast any of the Protected Parties and Services in a negative light in any manner whatsoever. Client also promises not to publicly comment upon or discuss, or assist or permit any other person or entity to publicly comment upon or discuss, the Protected Parties and Services, in any media source or outlet (whether negatively or otherwise), including but not limited to or with any reporters, bloggers, weblogs, websites, including but not limited to review websites, newspapers, magazines, television stations or productions, radio stations, news organizations, news outlets, or publications, or in any movie, book, theatrical production, or social media, including social media, including but not limited to, Twitter, Facebook (Meta), Instagram, Linked In, Tik Tok, Reddit, or Snap Chat. This Section 12(b) shall only be limited by the terms of this Agreement and applicable law, and shall not apply with respect to any truthful statement required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over the Parties.
Governing Law. The laws of the State of Delaware govern all matters arising out of or relating to this Agreement without giving effect to any conflict of law principles.
Dispute Resolution. All disputes arising out of this Agreement shall be resolved by binding arbitration pursuant to the American Arbitration Association (“AAA”) Rules of Commercial Arbitration. The Parties shall agree upon a single arbitrator do resolve any dispute, and if the parties cannot agree, the arbitrator shall be appointed by the AAA. The arbitration shall take place in San Francisco, California. Parties hereby consent to the personal jurisdiction of any court of competent jurisdiction for the enforcement of an arbitral decision, which will be final and binding on the Parties. The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.
Severability. If an arbitrator or court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.
Waiver; Modification. If either Party waives any term or provision of this Agreement, such waiver shall not be effective unless it is in writing and signed by the other Party. No waiver by a Party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by the other Party. This Agreement may be modified only by mutual written agreement of authorized representatives of the Parties.
Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either Party may provide in writing.
Assignment. 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.
Entire Agreement. These Terms, together with the cover page, represent the entire agreement among the Parties with respect to the Services and supersedes all prior oral or written agreements or communications regarding the subject thereof.
