Agreement
This Services Agreement is between the Subscribed Company and any of its subsidiaries, affiliates, or other corporations controlled directly or indirectly by the Subscribed Company (the “Company”) and EXPERT EFFECT and any of its independent contractors, subsidiaries, affiliates, or other corporations controlled directly or indirectly by EXPERT EFFECT (the “Contractor”).
Services
The Contractor and Company agree to the following:
1. HR TOTAL COMPLY SERVICES
a. A designated HR Expert will ensure initial and ongoing HR compliance for employee onboarding/offboarding, wage & hour, government notices and employee handbook.
b. Any requested project-based work will be billed at an additional fee under the Hourly On Demand Service Delivery Model.
c. Any requested project-based work that is not HR compliance related, will be billed at an additional fee under the Hourly on Demand Service Delivery Model of the Contractor.
Companies of over 25 staff are not eligible for the HR Total Comply Subscription. Therefore, the Company must email info@ExpertEffect.com as soon as its headcount exceeds 25 staff to explore converting to a different Service Delivery Model of the Contractor.
2. SUBSCRIPTION FEE
a. Company agrees to pay Contractor an annual subscription fee for the services described in this Agreement, which will be charged in full at the beginning of each annual period to the credit card provided by Company and kept on file by the Contractor.
b. If Company is not satisfied with the work product of its designated HR Expert, the Company may request that the Contractor’s Biz Ops Team provide feedback to the HR Expert for a course correction by emailing info@ExpertEffect.com.
c. If Company remains unsatisfied following a 30 day time frame, Company may request assignment of a different HR Expert by emailing info@ExpertEffect.com.
d. If Company continues to be unsatisfied after the above steps, Company may request to cancel the subscription by providing written notice to Contractor.
e. Upon cancellation, the Contractor will refund to Company the prorated portion of the annual Subscription Fee covering any full months remaining in the subscription period.
f. Company agrees to maintain a valid credit card on file at all times. If a payment is declined or otherwise unsuccessful, Contractor may reattempt the charge and may suspend services until payment is successfully processed.
g. All fees paid under this Agreement are for access to the Contractor’s services, time, and availability, and are non-refundable once services have commenced. The Company acknowledges that payment is not contingent upon the achievement of any specific outcome or result.
3. INDEPENDENT CONTRACTOR STATUS
a. The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf nor take any action that creates the appearance of such authority.
b. During the Subscription the Contractor is free to engage in other independent contracting activities.
c. Contractor has the sole right to control and direct the means, details, manner, and method by which the services will be performed, and the right to perform the services at any time, reasonable place or reasonable location.
d. Contractor and its independent contractors shall provide insurance coverage for themselves.
i. Commercial General Liability Coverage Policy ($2M in General Aggregate, $1M in Personal & Advertising Injury, $1M Each Claim, $1M in Damage to Premises Rented, $5K Medical Expense Limit, and $100K in Abuse and Molestation Coverage for Each Claim ($300K Aggregate))
ii. Errors & Omissions Insurance Policy ($1M Each Claim, $1M Policy Aggregate)
e. Contractor and its independent contractors shall provide insurance coverage for themselves.
f. Company shall not be liable for taxes, worker's compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Contractor.
4. CONFIDENTIAL INFORMATION
Contractor may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Contractor ("Confidential Information"). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Contractor will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Contractor shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
5. INTELLECTUAL PROPERTY
a. By engaging the Contractor, the Company recognizes that some aspects of the work, including business processes and methods, performed by the Contractor, are based solely on the unique talents, skills and experience of the Contractor and its employees and the Company shall not exercise any rights, title, and interest that it obtains in a manner that might explicitly or implicitly be construed by a reasonable person as restricting the Contractor and/or any of its employees from engaging in future business opportunities of a similar nature and from providing services, materials, products and deliverables of a similar nature to others.
b. Any intellectual property created by Company at any time is the sole property of Company and the Contractor has no right or interest to any such intellectual property and cannot use or sell such without the express written permission of Company.
6. RETURN OF PROPERTY
Within 15 days of the expiration or earlier termination of this agreement, the Contractor shall delete or return all Company information, documents and computer files, and return all Company product samples, models and property relating to the Company's business including confidential information, reports, abstracts, lists, correspondence, and other materials and copies of those materials obtained by the Contractor during and in connection with its work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company's business, whether prepared by the Contractor or by others, remain the Company's exclusive property.
7. INDEMNIFICATION
a. Contractor hereby indemnifies and holds harmless the Company, its subsidiaries, and affiliates, and their officers, independent contractors & employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever ("Loss") which may in any way arise from the Services performed by the Contractor hereunder, the work of the Contractor’s independent contractors or employees while performing the services of the Contractor hereunder, or any breach or alleged breach by the Contractor under this Agreement, including the warranties set forth herein. It should be noted that when the Contractor provides advice or recommendations it does not represent itself as legal counsel and it is therefore advisable for the Company to consult with such legal counsel when warranted.
b. Company hereby indemnifies and holds harmless the Contractor, its subsidiaries, and affiliates, and their officers, independent contractors & employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever ("Loss") which may in any way arise from the activities of the Company, including the work of the Company’s independent contractors or employees, or any breach or alleged breach by the Company under this Agreement, including the warranties set forth herein.
8. AMENDMENTS
No amendment to this agreement will be effective unless it is in writing and signed by both parties or its authorized representative(s).
9. FORCE MAJEURE
A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control.
10. GOVERNING LAW
a. The laws of the state of California govern this agreement (without giving effect to its conflicts of law principles).
b. Both parties consent to the personal jurisdiction of the state and federal courts in Los Angeles County.
c. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees.
11. ARBITRATION
Any controversies between Company and the Contractor which are in any way related to this agreement shall be submitted to arbitration on the written request of either party served on the other. Arbitration shall be submitted to and be conducted according to the rules and procedures of the American Arbitration Association then in effect. The result of arbitration hereunder shall be binding upon the parties.
12. ASSIGNMENT AND DELEGATION
a. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
b. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party
c. If a purported assignment or purported delegation is made in violation of this section, it is void.
13. SEVERABILITY
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
14. NOTICES
Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice via email to Contractor at info@ExpertEffect.com or to the Company at the email provided at the time of subscription. Each party is responsible for notifying the other party of a change in the email address that should be used for such notices.
15. WAIVER
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
16. SOLICITATION OF CONTRACTOR STAFF
Company agrees and acknowledges that the Contractor has made significant investments to curate and develop its Team of Experts and Team of Human Resources Professionals and that the departure of such individuals from the Contractor could adversely affect both the Contractor and its other clients. Therefore, the Company agrees to not directly pay or hire a team member of the Contractor, for any paid roles at the Company even if not related to the services provided by the Contractor, unless it has written agreement from the CEO/Founder of the Contractor. If agreement occurs, the Company shall pay Contractor a Hiring Fee as follows before the transition occurs with all previously submitted invoices remaining valid:
a. Part-time or full-time role with the Company that causes the team member of the Contractor to resign from EXPERT EFFECT or reduce their client load with EXPERT EFFECT:
i. Human Resources Expert: $50,000
ii. Specialized HR Expert: $70,000
b. Part-time role with the Company that does not cause the team member of the Contractor to resign from EXPERT EFFECT or reduce their client load with EXPERT EFFECT:
i. Human Resources Expert: $20,000
ii. Specialized HR Expert: $25,000
17. ENTIRE AGREEMENT
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.