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EXHIBIT 10.10
MASTER VENDOR AGREEMENT
THIS MASTER VENDOR AGREEMENT made as of this day of , 199 , by
and between Xxxxxxx Services, Inc., a Georgia corporation ("Xxxxxxx"),
and , a corporation ("Client").
W I T N E S S E T H:
WHEREAS, Client has a continuing need for supplemental personnel; and
WHEREAS, Xxxxxxx is a leading provider of such personnel to businesses
in the United States and Canada;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Services Provided. Xxxxxxx will provide to Client the services
described in Exhibit A attached hereto and made a part hereof (the "Services")
as Client shall require, pursuant to the terms and conditions of this Agreement.
Unless specifically authorized in Exhibit A, Client agrees that Norrell
employees will not be placed in any jobs involving driving Client vehicles;
handling cash, credit card information or other valuables; lifting over forty
(40) pounds; cleaning bathrooms, first responder tasks or any work in any area
with possible exposure to bloodborne pathogens; handling of or exposure to
hazardous substances; work requiring exposure to lead or asbestos; the operation
of any production machinery that is not guarded in accordance with relevant OSHA
requirements; use of any power tools; maintenance or repair of any machinery;
operation of forklifts by employees who have not been trained and certified in
accordance with current OSHA standards; welding; work requiring the use of
respirators (including dust masks); work on or around navigable bodies of water;
and any work above floor level, including elevated platforms, scaffolding,
manlifts, ladders, etc. The parties may, from time to time, amend Exhibit A in a
writing signed by a duly authorized representative of each party.
2. Master Vendor Program. During the term of this Agreement, Client
agrees to use Xxxxxxx exclusively for the Services. In the event Xxxxxxx is
unable to fill any Client order with a Xxxxxxx employee, Client agrees that
Xxxxxxx, as Master Vendor, may subcontract for such services with another
vendor.
3. Term. This Agreement shall continue for a term of two (2) years
after the date first entered above, unless sooner terminated as set forth
herein, and will be automatically renewed for like terms unless either party
serves written notice of its intent to terminate the Agreement not less than
thirty (30) days prior to the expiration of any such term. Either party hereto
may terminate this Agreement with or without cause by giving not less than sixty
(60) days written notice to the other party hereto. If Client delivers notice to
Xxxxxxx of its intent to terminate, Client shall include therein
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the reasons for such termination and Xxxxxxx shall have thirty (30) days to
rectify or modify its performance, after which 30-day period Client shall revoke
or affirm its termination.
4. Rates for Services. For the term of this Agreement, the rates for
the performance of the Services pursuant to this Agreement shall be as set forth
in Exhibit A attached hereto and made a part hereof.
5. Invoices. Xxxxxxx shall submit to Client a weekly invoice for the
Services performed during the previous Monday through Sunday billing period.
Invoices submitted hereunder shall be due and payable by Client net ten (10)
days. Client agrees to pay reasonable costs, expenses and fees of collection, if
Client's account is in default and placed with a collection agency or attorney
for collection. In the event of termination of this Agreement, Client shall pay
Xxxxxxx for all Services performed prior to the date of termination.
6. Buyer Satisfaction. Xxxxxxx agrees that the Services will be
performed to the satisfaction of Client and agrees to allow Client a reasonable
period of time to determine if the Services provided by Xxxxxxx were performed
in a satisfactory manner. If Client determines within a reasonable period of
time that the Services provided by a Norrell employee are not satisfactory, and
Xxxxxxx is so notified, Client will not be charged for such Services performed
and Xxxxxxx will provide corrective Services and, if necessary or requested,
replacement personnel upon notification from Client or within a mutually agreed
upon period of time.
7. Hiring of Xxxxxxx Employees by Client. Client agrees that
utilization of any Norrell employee by Client within six months of the last use
of such Xxxxxxx employee through Xxxxxxx shall only be through Xxxxxxx. If
Client desires to hire any Norrell employee on a permanent basis, Client will
notify Xxxxxxx, in writing. Client may directly hire any Norrell employee at any
time after the employee has been assigned to Client by Xxxxxxx for thirteen (13)
full time weeks (or 520 hours), without further obligation to Xxxxxxx.
8. Independent Contractor. Xxxxxxx shall act at all times as an
independent contractor, and nothing contained herein shall be construed to
create the relationship of principal and agent, or employer and employee,
between Xxxxxxx and Client. The Norrell employees assigned to perform the
Services for Client are the employees of Xxxxxxx, and any subcontractor's
employees assigned to perform the Services for Client are the employees of that
subcontractor.
9. Xxxxxxx Employees. Xxxxxxx shall recruit, interview, test, select,
hire, and train the persons who shall provide the Services hereunder. Client
agrees that the costs of any pre-assignment screening required by Client which
is not routinely performed by Xxxxxxx as a part of its regular hiring procedures
(drug testing, credit checks, and criminal background checks are examples of
non-routine screening) shall
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be paid or reimbursed by Client. Xxxxxxx shall have sole responsibility to
counsel, discipline, review, evaluate, set the pay rates of, and terminate its
employees assigned to Client. Xxxxxxx assumes full responsibility for all
contributions, taxes and assessments with respect to its employees under all
applicable federal, state and local laws (including withholding from wages of
employees where required). Xxxxxxx further agrees that it will comply with all
other applicable federal, state or local laws or regulations applicable to
Xxxxxxx as an employer regarding compensation, hours of work or other conditions
of employment.
10. Client Contractors. If Client desires Services not described in
Exhibit A to this Agreement which are outside the normal scope of Services
provided by Xxxxxxx, Xxxxxxx agrees that Client may hire contractors (the
"Client Contractors") to provide such Services, and that Client may request that
such Client Contractors forward invoices directly to Xxxxxxx. Xxxxxxx agrees to
dispatch job orders to the Client Contractors and submit to Client a weekly
invoice, as more fully described in Section 5 of this Agreement, which is an
aggregate xxxx for Services rendered by Xxxxxxx, by Xxxxxxx'x subcontractors and
by the Client Contractors, if any. In no event shall Xxxxxxx be responsible for
supervising or controlling the Client Contractors nor shall Xxxxxxx be liable
for any acts or omissions of Client Contractors, their agents or employees.
11. Indemnification.
(a) Xxxxxxx shall indemnify and hold harmless Client, its agents
and employees from and against any and all claims, losses, actions, damages,
expenses, and all other liabilities, including but not limited to attorneys'
fees (the "Liabilities"), arising out of or resulting from Xxxxxxx'x negligent
performance of or failure to perform the work hereunder to the extent any such
Liabilities are attributable to bodily injury to or death of any person or to
damage to or destruction of any property, whether belonging to Client or to
another, provided, however, that Xxxxxxx shall not indemnify or hold harmless
Client to the extent any such Liabilities are caused by the negligent or
unlawful acts or omissions of Client, its employees or third parties. Work
product produced by Xxxxxxx employees shall be reviewed and approved by a Client
representative prior to its incorporation into Client's work product, processes
or plans, and Xxxxxxx shall have no liability for such end product or process.
In the event that the Liabilities are the result of the joint or concurrent
negligence of Xxxxxxx and Client, Xxxxxxx'x duty of indemnification shall be in
the same proportion that the negligence of Xxxxxxx contributed thereto. Client
acknowledges and agrees that in no event shall Xxxxxxx or any of its officers,
directors, employees, or representatives be liable to Client for any special,
indirect, incidental or consequential damages in connection with this Agreement.
(b) Xxxxxxx agrees to require each of its subcontractors to
execute an indemnification agreement which directly indemnifies Client and holds
it harmless under the same terms and conditions as outlined in this Section 11.
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12. Insurance. Xxxxxxx shall maintain at its expense: (a) Workers'
Compensation and Employer's Liability Insurance, (b) Commercial General
Liability Insurance, and (c) a Fidelity Bond. Xxxxxxx shall require each of its
subcontractors to list Xxxxxxx and Client as additional insureds on each such
subcontractor's Commercial General Liability Insurance. If Xxxxxxx'x insurance
policy is to be canceled or changed by insured or insurer so as to affect the
coverage required by this Agreement, at least ten (10) days prior written notice
of such cancellation or change shall be sent to Client at the address to which
invoices are to be sent by Xxxxxxx.
13. Notices. All notices which it may be necessary or proper for
either Client or Xxxxxxx to give or deliver to the other shall be sent, and
shall be deemed given when received by registered or certified mail, postage
prepaid and return receipt requested, and if given by Client to Xxxxxxx shall be
addressed to:
Xxxxxxx Services, Inc.
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Attn:
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With a copy to: Xxxxxxx Corporation
0000 Xxxxxxxx Xxxx, XX
Xxxxxxx, XX 00000
Attn: General Counsel
and if given by Xxxxxxx to Client, shall be addressed to:
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Attn:
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14. Assignment. The rights and obligations of the parties hereunder
shall not be assigned without the prior written consent of the other party,
except that Xxxxxxx may assign its rights and obligations hereunder to any
affiliate of Xxxxxxx without the prior written consent of the Client. Otherwise,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and assigns.
15. Amendments. This Agreement, and the provisions hereof, may be
altered, amended, modified or superseded only in a writing executed by both of
the parties hereto.
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16. Force Majeure. The obligations of Xxxxxxx hereunder shall be
excused during any period of delay caused by matters such as strikes, acts of
God, shortages of raw material or power, governmental actions or compliance with
governmental requirements, whether voluntary or pursuant to order, or any other
matter which is beyond the reasonable efforts of Xxxxxxx to control.
17. Enforcement, Waiver. No waiver of or failure to exercise any
option, right or privilege under the terms of this Agreement by either of the
parties hereto on any occasion or occasions shall be construed to be a waiver of
the same or of any other option, right or privilege on any other occasion.
18. Entire Agreement. This Agreement, together with the Exhibits
referenced herein, shall constitute the entire Agreement between the parties
with respect to the subject matter and supersedes all previous Agreements
between Client and Xxxxxxx relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
XXXXXXX SERVICES, INC.
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By: By:
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Title: Title:
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EXHIBIT A
SERVICES AND RATES
I. Positions to be Filled; Rates.
[IF PAYROLLING SERVICES ARE BEING CONSIDERED, YOU MUST CONTACT THE
LEGAL DEPARTMENT TO DISCUSS]
II. Cost of Living Adjustments
The fees for the Services shall be increased effective on each
anniversary date of this Agreement over the fees shown in Part I above by the
percentage increase equal to the percentage increase in the applicable regional
Consumer Price Index for the month which is two months immediately preceding
such anniversary date over the applicable regional Consumer Price Index for the
same month one year prior.
III. Governmentally Mandated Cost Increases
If Xxxxxxx'x compliance with any law or the requirements of any
governmental agency after the date of execution of this Agreement shall result
in an increase in the labor cost to Xxxxxxx of providing the Services (an "Event
of Change"), then Xxxxxxx shall have the right to immediately increase its fees
to compensate for such increased costs and to place Xxxxxxx in the same position
after any Event of Change as Xxxxxxx was in prior to such Event of Change (e.g.
a change to minimum wage rates, state unemployment insurance, workers'
compensation, mandatory benefits requirements).
