Exhibit 10.45
CLIENT SERVICE AGREEMENT
This AGREEMENT (the "Agreement") is made this 25th day of May, 2000, by
and between EPIX IV, INC. (d/b/a EPIX) ("EPIX") whose principal office is
located at 0000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 and
SURGICAL SAFETY PRODUCTS, INC. ("Client"), whose principal office is located at
0000 Xxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000. (EPIX and Client may sometimes
together be referred to as the "Parties" and individually as a "Party.")
1. TERM. This Agreement shall commence on the date first above written and
remain in full force and effect, unless sooner terminated by either Party (a)
upon not less than 30 days' prior written notice to the other Party or (b) in
accordance with Section 9 hereof. During the 30-day period from the date of such
notice, each of the Parties will continue to satisfy all of its obligations set
forth in this Agreement. The period that this Agreement shall be in full force
and effect is referred to as the "Term."
2. SERVICES PROVIDED BY EPIX.
(a) Commencing on the effective dates specified on Schedule A and
Schedule B annexed hereto and incorporated herein by reference ("Schedule A" and
"Schedule B," respectively), throughout the Term, EPIX shall provide the
following services in respect of the employees leased under this Agreement (the
"Employees"):
(i) payroll administration, including payment of applicable federal,
state and local taxes;
(ii) workers' compensation insurance, claims management and claims
filings;
(iii) the employee benefits specified in this Agreement;
(iv) human resources consulting services; and
(v) related record keeping.
(b) Client acknowledges that EPIX is an independent contractor engaged
in the business of providing professional employer organization services to
Client, upon the terms and subject to the conditions set forth in this
Agreement.
3. FEES.
(a) Client shall pay to EPIX a fee in an amount equal to, without
limitation, gross payroll; applicable federal, state and local taxes; the fees
in respect of applicable insurance and benefits; and EPIX's administration fee
in respect of the Employees, as specified on Schedule A (collectively, the
"Fee"). The Fee shall be paid by Client immediately upon its receipt of the
related invoice or telephonic confirmation of the Fee due, in the manner and
with the frequency specified on Schedule A.
(b) If Client agrees (with EPIX's consent) to make all payments
required hereunder by ACH transfer and EPIX attempts to complete an ACH transfer
and is informed that the account to be drafted has insufficient funds, Client
shall, upon its receipt of notice from EPIX, immediately deliver to EPIX by
certified check or wire transfer funds equal to the sum of (i) any
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previously invoiced and unpaid Fee(s) and (ii) any bank or other service charges
imposed upon EPIX. If any payment to EPIX is not made when due pursuant to ACH
transfer or otherwise, Client shall pay to EPIX (at such time as Client's next
Fee is payable), in addition to all other amounts otherwise due (x) a 3%
administration charge on the delinquent amount and (y) an additional 1 1/2% of
such delinquent amount for each 30-day period that the unpaid balance remains
outstanding, but in no event shall the amount payable to EPIX hereunder exceed
the applicable maximum lawful rate of interest.
(c) The Fee may be adjusted by EPIX upon the effective date of any
statutory increase or decrease in employment taxes or applicable insurance rates
and EPIX may adjust the applicable administration fee upon 30 days' prior
written notice to Client.
4. CO-EMPLOYMENT RELATIONSHIP.
(a) The Parties acknowledge that each is entering into a co-employment
relationship in respect of the Employees. Client further acknowledges that (i)
EPIX is a Professional Employer Organization supplying Employees which are
governed by ss.414(n) of the Internal Revenue Code of 1986, as amended, (the
"Code"); (ii) an employment relationship is being established between EPIX and
the Employees; and (iii) EPIX is an employer under ss.3401(d) of the Code as
controlling the payment of wages. As such, EPIX shall have sufficient authority
so as to maintain a right of direction and control over the Employees assigned
to Client's location, and shall retain authority to hire, terminate, discipline,
and reassign the Employees; provided, however, that nothing set forth in this
Agreement shall impair Client's right and obligation to direct the Employees as
is necessary to conduct Client's business and without which Client would be
unable to conduct its business, discharge any fiduciary responsibility that it
may have or comply with any applicable licensure, regulatory or statutory
requirements. In furtherance of the foregoing, the individual designated on
Schedule A (the "On-Site Supervisor") shall (x) direct operational and
administrative matters on a day-to-day basis in respect of the services provided
to Client by EPIX and (y), with direction from EPIX's Human Resources
Department, determine the procedures to be followed by Employees regarding their
duties. Notwithstanding the foregoing, Client has the right to accept or cancel
the assignment of any Employee, provided that such rejection or cancellation is
not otherwise prohibited by law (including, but not limited to, applicable
anti-discrimination laws).
(b) Client shall have sole and exclusive control over the day-to-day
job duties of all Employees and EPIX shall have no responsibilities with regard
to such Employees' performance of such day-to-day job duties. Furthermore, EPIX
shall have no control over the job site at which, or from which, such Employees
perform their services. Control over the day-to-day job duties of such Employees
and over the job site at which, or from which, such Employees perform their
services is solely and exclusively assigned to Client. Client expressly absolves
EPIX of control over the day- to-day job duties of such Employees and over the
job site at which, or from which, such Employees perform their services.
This Agreement in no way alters any responsibilities of Client which
arise from Section 768.096, Florida Statutes and Client assumes all
responsibilities pursuant to Section 768.096
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including, without limitation, responsibility to perform any and all work
history, reference checks and background checks in respect of the Employees.
(c) Client represents and warrants to EPIX that (i) it has completed
and/or furnished to EPIX all of the information required by Schedule A and
Schedule B and (ii) that the information set forth on Schedule A and Schedule B
is true and complete in all respects. Client acknowledges that EPIX has
justifiably relied on such information in preparing this Agreement.
5. ADDITIONAL OBLIGATIONS OF EPIX.
(a) EPIX assumes responsibility for the payment of wages to the
Employees without regard to payments by Client to EPIX and EPIX assumes full
responsibility for the payment of payroll taxes and collection of taxes from
payroll in respect of the Employees.
(b) EPIX will keep in full force and effect during the Term, workers'
compensation insurance covering the Employees and shall provide Client a
certificate of insurance evidencing the same and naming Client in the alternate
employer endorsement.
(c) EPIX hereby waives any claim against Client by way of subrogation
or otherwise which may arise during the Term for any and all bodily injury, loss
or damage to any of its property, which bodily injury, loss or damage is covered
by policies of insurance; provided, however, that the waiver of any claim shall
only be to the extent that such loss or damage is recovered under such policies
of insurance; and provided, further, that the foregoing waiver shall be
inapplicable in the event any such bodily injury, loss or damage is caused, in
whole or in part, by Client's gross negligence or willful misconduct.
(d) EPIX shall, together with Client, evaluate all Employees on the
basis of performance, skills and experience, and without regard to race, color,
ancestry, national origin, religion, sex, age, disability or any other
classification protected by federal, state or local equal employment opportunity
laws.
6. OBLIGATIONS OF CLIENT.
(a) Payroll. With respect to payroll processing, Client shall be
responsible for:
(i) maintaining a record of actual time worked by the Employees and
verifying the accuracy of wages and salaries reported to and paid by EPIX
for each payroll period;
(ii) conveying to EPIX in writing within 48 hours prior to the
Client's pay date, a report of total hours worked by, or corresponding
salary information for, each Employee;
(iii) otherwise providing accurate information to EPIX including,
without limitation, in respect of an individual's job status as "exempt" or
"non-exempt" under federal or state wage-hour laws and the ability of any
Employee to lawfully be employed in the United States; and
(iv) paying each Employee all wages including, without limitation,
bonuses through EPIX pursuant to this Agreement.
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Client agrees that (x) the On-Site Supervisor shall be responsible for
reporting any and all information to EPIX including, without limitation, in
respect of payroll, (y) such On-Site Supervisor shall be fully authorized to
report such information and (z) EPIX may rely on the same.
(b) Workplace Safety. With respect to workplace safety, Client shall
be responsible for:
(i) ensuring compliance with safe work practices and use of protective equipment
and devices imposed by applicable federal, state and local safety and health
laws, regulations or rules;
(ii) implementing a workplace safety program or adopting EPIX's
program including, without limitation, cooperating with any drug-free
workplace and/or post-accident/injury drug testing program implemented by
EPIX;
(iii) immediately reporting to EPIX all accidents or injuries
involving Employees;
(iv) cooperating with EPIX and its workers' compensation insurance
carrier (or its agents) in the inspection of worksite locations and the
investigation of workplace accidents or injuries;
(v) in conjunction with EPIX, taking all reasonable measures to
provide any Employee suffering from a workplace injury with light-duty work
if EPIX or its workers' compensation insurance carrier (or its agents)
recommends the same; and
(vi) paying EPIX (at such time as Client's next Fee is payable) an
administrative fee of $100 for failing to report to EPIX a workplace injury
within 48 hours of its occurrence (increasing to $250 for the second such
failure and to $500 for each subsequent failure thereafter).
While EPIX shall retain a right of direction and control over the
management of safety, risk and hazard control in respect of Employees performing
work at Client work sites, as may be required by applicable law, compliance with
all applicable laws related to such matters is the responsibility of Client.
(c) Daily Operations. With respect to the daily operations of Client's
business, Client shall be responsible for:
(i) unless otherwise provided in this Agreement, complying with all
applicable federal, state and local laws, regulations and rules including,
without limitation, the Occupational Health and Safety Act, National Labor
Relations Act and any federal, state or local discrimination laws;
(ii) verifying skills and qualifications for employment;
(iii) verifying the existence and validity of any applicable or
required licenses;
(iv) instituting any control procedures and/or executing
confidentiality agreements to ensure against unauthorized disclosure, if
any Employee is required in the performance of his duties, to have access
to Client's confidential and/or proprietary information;
(v) upon becoming known by Client, immediately providing EPIX with
written notice of the assertion of any and all claims, complaints, charges,
allegations or incidents of tortious misconduct or workplace safety
violations, regardless of the source and cooperating with EPIX in the
investigation and defense of such claims; and
(vi) paying EPIX (at such time as Client's next Fee is payable) an
administrative fee of $100 for failing to report to EPIX an Employee's
termination of employment with Client for any reason within 48 hours of its
occurrence (increasing to $250 for the second such failure and to $500 for
each subsequent failure thereafter).
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(d) Insurance.
(i) If any Employee is required to drive a motor vehicle of any kind
for Client, Client will keep in full force and effect at all times during
the Term liability insurance which will insure against public liability for
bodily injury, death and property damage with a minimum combined single
limit of $1,000,000 and uninsured motorist insurance with a minimum
combined single limit of $500,000, in states where no fault laws apply. Not
later than five business days after its execution and delivery of this
Agreement, Client shall cause its insurance carrier to (x) issue a
certificate of insurance to EPIX verifying such coverage and providing for
not less than 30 days' prior written notice to EPIX of cancellation of or
any change to such coverage and (y) identify EPIX as an additional insured,
if requested by EPIX.
(ii) Client agrees to keep in full force and effect at all times
during the Term a comprehensive general liability insurance policy in the
minimum limit of $1,000,000 insuring Client against bodily injury and
property damage caused by Client's operations. Not later than five business
days after its execution and delivery of this Agreement, Client shall cause
its insurance carrier to (x) issue a certificate of insurance to EPIX
verifying such coverage and providing for not less than 30 days' prior
written notice to EPIX of cancellation of or any change to such coverage
and (y) identify EPIX as an additional insured, if requested by EPIX.
(iii) If any Employee performs any duties which requires the
maintenance of a professional license and corresponding professional
liability insurance, Client agrees to keep in full force and effect at all
such times during the Term professional liability insurance which shall
cover any acts, errors or omissions including, without limitation, the
negligent acts of the professional Employee with a minimum limit of
$500,000. Not later than five business days after its execution and
delivery of this Agreement, Client shall cause its insurance carrier to (x)
issue a certificate of insurance to EPIX verifying such coverage and
providing for not less than 30 days' prior written notice to EPIX of
cancellation of or any change to such coverage and (y) identify EPIX as an
additional insured.
(iv) Client hereby waives any claim against EPIX by way of subrogation
or otherwise which may arise during the Term for any and all bodily injury,
loss or damage to any of its property, which bodily injury, loss or damage
is covered by policies of insurance; provided, however, that the waiver of
any claim shall only be to the extent that such loss or damage is recovered
under such policies of insurance; and provided, further, that the foregoing
waiver shall be inapplicable in the event any such bodily injury, loss or
damage is caused, in whole or in part, by EPIX's gross negligence or
willful misconduct. Since mutual waivers will preclude the assignment of
any of the aforementioned claims by way of subrogation or otherwise, Client
hereby agrees to immediately give each insurance carrier which insures any
of its property, written notice of the terms of such mutual waiver, and
have said insurance policies properly endorsed, if necessary, to prevent
the invalidation of such insurance coverage by reason of such waiver.
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7. EMPLOYMENT PRACTICES. Client represents and warrants to EPIX that
(a) in respect of any Employee that has been employed by Client prior to the
date of this Agreement: (i) all wages, benefits, liabilities and/or other
obligations are fully paid and there exists no liability for the same; (ii)
there are no claims or threatened claims alleging that Client engaged in any
work practices which were allegedly in violation of any employment-related law;
and (iii) each has been evaluated on the basis of performance, skills and
experience, and without regard to race, color, ancestry, national origin,
religion, sex, age, disability or any other classification protected by federal,
state or local equal employment opportunity laws; and (b) Client has (i), in
connection with the operation of its business, complied in all respects with all
applicable federal, state and local laws, regulations and rules and (ii)
disclosed to EPIX any agreement between Client and any Employee including,
without limitation, any employment agreement, collective bargaining agreement or
deferred compensation agreement.
8. INDEMNIFICATION.
(a) Client shall release, defend, indemnify and hold harmless EPIX and
its officers, directors, shareholders, affiliates, subsidiaries, employees and
agents (collectively, the "EPIX Indemnified Parties") from and against any
losses, liabilities, claims, obligations and/or expenses including, without
limitation, court costs and reasonable attorneys' fees (collectively "Damages")
that may be incurred by, or asserted against, any of the EPIX Indemnified
Parties, arising from, relating to, or in connection with, in whole or in part,
(i) the alleged acts, errors or omissions of Client (or its agents) or the
Employees; (ii) any alleged breach of this Agreement by Client; and (iii) except
as otherwise provided in this Agreement, any claims asserted by, or liability
to, third parties arising from, relating to, or in connection with, in whole or
in part, Client's business. Except as otherwise provided in this Agreement, at
no time shall Client be liable for EPIX's loss of profits, business goodwill or
other consequential, special, incidental or punitive damages.
(b) EPIX shall release, defend, indemnify and hold harmless Client and
its officers, directors, shareholders, affiliates, subsidiaries, employees and
agents (collectively, the "Client Indemnified Parties") from and against any
Damages that may be incurred by, or asserted against, any of the Client
Indemnified Parties, to the extent such Damages arise from, are related to, or
are in connection with (i) the alleged acts, errors or omissions of EPIX (or its
agents); and (ii) any alleged breach of this Agreement by EPIX. At no time shall
EPIX be liable for Client's loss of profits, business goodwill or other
consequential, special, incidental or punitive damages.
(c) All indemnification obligations set forth herein shall survive
the termination of this Agreement.
9. TERMINATION.
(a) In addition to the right to terminate this Agreement set forth in
Section 1, EPIX may terminate this Agreement immediately without prior notice to
Client in the event of the following material breaches by Client:
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(i) failure to timely make any payment required by this Agreement;
(ii) failure to comply with any directive regarding the safety of the
workplace from EPIX or EPIX's workers' compensation insurance carrier (or
its agents) or providing incorrect workers' compensation classification
codes;
(iii) failure to provide and maintain the insurance required by this
Agreement;
(iv) providing EPIX with any inaccurate payroll or other information;
(v) failure to cooperate with EPIX in the investigation of a workplace
complaint or committing any act which restricts or limits EPIX's rights as
an employer; or
(vi) if a petition in bankruptcy is filed by or against Client, if
Client shall have made an assignment for the benefit of creditors, if
Client shall have voluntarily or involuntarily been adjudicated a bankrupt,
or if a petition is filed for the reorganization of Client.
(b) In addition to the right to terminate this Agreement set forth in
Section 1, Client may terminate this Agreement upon providing EPIX not less than
five business days' prior written notice in the event of the following material
breaches by EPIX:
(i) failure to provide and maintain the insurance required by this
Agreement; or
(ii) failure to provide benefits in accordance with this Agreement.
10. INDEPENDENT LEGAL ADVICE. Client acknowledges that it is solely
responsible for obtaining independent legal advice regarding this Agreement, the
co-employment relationship created hereby, as well as the related tax and
employment law and other ramifications of transacting business with an
organization that supplies Employees governed by ss.414(n) of the Code.
11. PRIOR EMPLOYEE LEASING RELATIONSHIPS. Client understands that
pursuant to Florida law, it may not enter into an employee leasing relationship
with EPIX if Client owes a current or prior employee leasing company any money
pursuant to any service agreement which existed between that current or prior
employee leasing company and Client, or if Client owes a current or prior
insurer any premium for workers' compensation insurance. Client hereby
represents and warrants to EPIX that it has met any and all prior premium and
fee obligations with regard to workers' compensation premiums and employee
leasing payments.
12. ENTIRE AGREEMENT. This Agreement, together with Schedule A,
Schedule B and Exhibit A attached hereto (and incorporated herein by reference),
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings, written or
oral, with respect to such subject matter.
13. MODIFICATION. This Agreement may not be altered or amended except
by written agreement duly executed by the Parties.
14. ASSIGNMENT. Neither this Agreement nor any interest herein may be
assigned by either Party without the prior written consent of the other Party;
provided, however, that EPIX may assign this Agreement, in whole or in part, to
any affiliate thereof without the prior consent of Client.
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15. SEVERABILITY. Should any term, condition or provision of this
Agreement be held to be invalid or unenforceable, the balance of this Agreement
shall remain in full force and effect and shall be interpreted as if the
unenforceable part did not exist.
16. NOTICES. All notices hereunder shall be in writing and shall be
deemed to have been duly given (a) when delivered personally, (b) on the second
business day following the day such notice or other communication is sent, for
next-day or next-business-day delivery, by a nationally- recognized overnight
courier, (c) by confirmed telecopy, or (d) on the fifth day following the date
of deposit in the United States mail if sent first class, postage prepaid, by
registered or certified mail. The addresses for any notices hereunder shall be:
EPIX IV, Inc. Surgical Safety Products, Inc.
000 Xxxxxxx Xxxxxx 0000 Xxx Xxxxxxx
Xxxxx 000 Xxxxxxxx, Xxxxxxx 00000
Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxxx,
Attention: Xxxxx X. Deutsch, President and Chief Operating
General Counsel Officer
(T) (000) 000-0000 (T) (000) 000-0000
(F) (000) 000-0000 (F) (000) 000-0000
Each Party may change its address for notices by written notice in accordance
with this Section 16.
17. WAIVER. The failure of either Party to enforce any provision of
this Agreement shall not be construed as a waiver of such provision or any other
provisions of this Agreement or of the right of such Party thereafter to enforce
each and every provision of this Agreement.
18. HEADINGS. The headings of this Agreement are inserted solely for
the convenience of reference and shall in no way define, limit, extend or aid in
the construction, extent or intent of this Agreement.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to the
conflicts of laws principles thereof. The Parties mutually submit to the
exclusive jurisdiction, and stipulate to the venue, in any Florida state court
or U.S. federal court located in Hillsborough County, Florida, for the
resolution of any dispute or claim arising under or in accordance with this
Agreement.
20. PREVAILING PARTY. For any cause of action commenced under this
Agreement, the prevailing party shall have the right to recover any and all
costs and reasonable attorneys' fees associated with such cause of action.
21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of
the date first above written.
EPIX IV, INC. (D/B/A EPIX)
By: _____________________________________
Name:
Title:
Under penalties of perjury, I declare that I have read the foregoing document
and that the facts stated in it are true. Additionally, the foregoing Agreement
is agreed to.
SURGICAL SAFETY PRODUCTS, INC.
By: _____________________________________
Name:
Title:
Guaranty
The undersigned Guarantor hereby guarantees the prompt payment and/or
performance of all obligations of Client to be paid and/or performed hereunder,
and agrees to pay all costs, legal expenses and reasonable attorneys' fees
incurred by EPIX in the collection and enforcement of all of Client's
obligations under this Agreement.
By:
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Name: Guarantor Signature
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EPIX
SCHEDULE A
Client Name:
Address:
City: State: Zip Code:
Telephone: ( ) Fax #: ( )
On-Site Supervisor: Title:
BILLING DETAIL
W/C Classification W/C Rate Total
Code
---------- --------------------------- ------------ ----- ----- ----- --------
---------- --------------------------- ------------ ----- ----- ----- --------
---------- --------------------------- ------------ ----- ----- ----- --------
---------- --------------------------- ------------ ----- ----- ----- --------
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---------- --------------------------- ------------ ----- ----- ----- --------
---------- --------------------------- ------------ ----- ----- ----- --------
Medical Information: Please Refer to the Schedule B for Health Rates and Owner
Contributions
DEPARTMENTAL INFORMATION
Dept. # Description State W/C Code
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
--------- ------------------------- ------------- ------------------------
Payment Type: Debit _ Wire _ Certified Check _
Frequency: Weekly _ Bi-Weekly _ Semi-Monthly _ Monthly _
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Effective Date:____________ Call In: Mon _ Tue _ Wed_ Thur _ Fri _
Deliver: Mon _ Tue _ Wed_ Thur _ Fri _
Delivery Via: US Mail_ Fed Ex_ Courier Service_ Pick Up_
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Authorized Signatory of Client Date
------------------------------------------ -----------------------
Authorized Signatory of EPIX Date
EPIX
SCHEDULE B
Client Name
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Company Contribution
Less than 50% contribution
Benefit Effective Date: # of Employees:
---------------- ----------------
Benefits Paid: Current: _ Prepaid: _ Waiting period: _____(default 90 days)
Medical Rates - Florida
Plan Employee EE/Spouse EE/Child (ren) EE/Family
Only
--------------- ---------------- ---------------- ---------------- -------------
BC/BS BCP15
--------------- ---------------- ---------------- ---------------- -------------
BC/BS BCP9
--------------- ---------------- ---------------- ---------------- -------------
BC/BS BCP 2
--------------- ---------------- ---------------- ---------------- -------------
BC/BS BCP A6
--------------- ---------------- ---------------- ---------------- -------------
PHCS PPO
--------------- ---------------- ---------------- ---------------- -------------
--------------- ---------------- ---------------- ---------------- -------------
Company Medical Contribution Table
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Xxxx # Xxxx # Xxxx # Xxxx #
--------------- ---------------- ---------------- ---------------- -------------
Employee Only
--------------- ---------------- ---------------- ---------------- -------------
EE/Spouse
--------------- ---------------- ---------------- ---------------- -------------
EE/Child(ren)
--------------- ---------------- ---------------- ---------------- -------------
EE/Family
--------------- ---------------- ---------------- ---------------- -------------
Dental Rates
Plan Employee EE/Spouse EE/Child (ren) EE/Family
Only
--------------- ---------------- ---------------- ---------------- -------------
American -
Prepaid
--------------- ---------------- ---------------- ---------------- -------------
American -
Shenan
--------------- ---------------- ---------------- ---------------- -------------
Prudential Dental
--------------- ---------------- ---------------- ---------------- -------------
--------------- ---------------- ---------------- ---------------- -------------
Company Dental Contribution Xxxxx
Xxxx # Xxxx # Xxxx # Xxxx #
--------------- ---------------- ---------------- ---------------- -------------
Employee Only
--------------- ---------------- ---------------- ---------------- -------------
EE/Family
--------------- ---------------- ---------------- ---------------- -------------
Vision Rates
Plan Employee EE/Spouse EE/Child (ren) EE/Family
Only
--------------- ---------------- ---------------- ---------------- -------------
--------------- ---------------- ---------------- ---------------- -------------
--------------- ---------------- ---------------- ---------------- -------------
Company Vision Contribution Xxxxx
Xxxx # Xxxx # Xxxx # Xxxx #
--------------- ---------------- ---------------- ---------------- -------------
Employee Only
--------------- ---------------- ---------------- ---------------- -------------
EE/Family
--------------- ---------------- ---------------- ---------------- -------------
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Client Authorization Date
Exhibit A
Client Account Agreement
Company Code _________________ Total Invoice per Payroll Cycle______________
Company Name: _______________________________________________________
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Xxxx # Xxxxx/XXX: ____________________ Bank Account #: __________________
Bank Name: ___________________________ Bank Contact: ____________________
Bank Address: ________________________ Bank Phone: ______________________
Client agrees to the following terms:
1. Client agrees that any amounts due under the Client Service Agreement
between Client and EPIX (the "Agreement") will be paid by ACH or bank wire
transfer.
2. In respect of the amounts due under this Agreement, Client agrees that such
amounts will be deposited in Client's account and available to EPIX at
least one business day prior to Client's scheduled pay date.
3. If available funds are not present in Client's account i accordance
herewith, Client agrees that EPIX shall have the right to debit Client's
account in an amount equal to any amount then due and payable by Client to
EPIX and such right shall survive termination of the Agreement.
4. Client shall provide EPIX with an original check from th account where the
funds are to be debited.
5. Unless otherwise provided herein, this authorization shall remain in full
force and effect until revoked in writing by Client.
SURGICAL SAFETY PRODUCTS, INC.
By:
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Name:
Title:
Date:
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