EX-10.6 12 d48455dex106.htm EX-10.6 STAFFING SERVICES AGREEMENT Harland Clarke Corp.
Exhibit 10.6
Xxxxxxx Xxxxxx Corp.
THIS AGREEMENT (the “Agreement”) made and entered into this the 15lh day of April, 2013 (the “Effective Date”) by and between Xxxxxxx Xxxxxx Corp., a Delaware corporation and its Affiliated Companies (as hereinafter defined), whose principal place of business is 00000 Xxxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 (“Xxxxxxx Xxxxxx”), and Faneuil, Inc., an independent contractor, whose principal place of business is 0 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX (“Faneuil”). For purposes hereof, Xxxxxxx Xxxxxx’x “Affiliated Companies” are defined as any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxx, including its direct and indirect parents, but specifically excluding Faneuil, Inc. The term “control” is defined as the ownership of at least fifty percent of the equity or beneficial interest of such entity or the right to vote for or appoint a majority of the board of directors or other governing body of such entity.
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2. | Duties of Faneuil/Scope of Services: Faneuil agrees to provide the Services, as described in Exhibits A and B on behalf of Xxxxxxx Xxxxxx. In the event any provision contained in Exhibit A or B conflicts with any terms, conditions or provisions in this Agreement, the provisions of the Staffing Agreement shall govern. |
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3.1. |
For check programs, Xxxxxxx Xxxxxx shall have the need to provide staffing for San Antonio and Salt Lake City at this time. Staffing requirements will be based on volume forecasted by the Xxxxxxx Xxxxxx Workforce Management Team based on business requirements. Xxxxxxx Xxxxxx shall provide at least 4-week notice when business needs arise, but Faneuil understands that on occasion, due to changes in the business requirements, Xxxxxxx Xxxxxx may not be able to provide a 4-week notice. Should this be the case, Xxxxxxx Xxxxxx shall provide as much notice as possible to include the number of Specialists needed, schedules and class start date.
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3.2. |
Short-Term CCS Projects: Xxxxxxx Xxxxxx shall have the need to provide staffing for temporary projects as they are requested from clients. Xxxxxxx Xxxxxx shall provide as much notice as possible when these projects arise, but Faneuil understands that on occasion, very little notice is provided from client and we may be limited on notice. When a CCS project arises, Xxxxxxx Xxxxxx shall provide a document that contains the following information:
● | Estimated assignment begin and end dates (which constantly changes) |
● | Daily work schedule/hours |
● | Point of contact |
● | Hourly wage rates |
3.3. | Faneuil understands that due to the nature of the assignments it may not be possible to recruit for specific assignments and agrees to keep pools of potential candidates ready for projects, should the need arise. At a minimum, they will have the following number of candidates ready at any given time to start an assignment: |
● | San Antonio ® 6-10 candidates |
● | Salt Lake City ® 6-10 candidates |
● | Colorado Springs ® 6-10 candidates |
3.4. | Long-Term CCS Projects: These are projects/programs that would allow HC to convert contractors with a total employment time of 13+ weeks to HC employees based on performance and business need. |
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6. | Independent Contractor; No agency or employment relationship or benefits: Faneuil is an independent contractor and not an agent of Xxxxxxx Xxxxxx. Faneuil shall have no authority to (1) bind Xxxxxxx Xxxxxx to any contractual commitment with a third party or (2) otherwise act in any way as the representative of Xxxxxxx Xxxxxx unless expressly agreed to in writing by Xxxxxxx Xxxxxx. This Agreement shall not give rise to any employment relationship; therefore, Engaged Candidates provided by Faneuil shall not be entitled to receive nor participate in any employment benefits and privileges customarily afforded to or conferred upon Xxxxxxx Xxxxxx’x employees, such as, without limitation, any Xxxxxxx Xxxxxx pension, bonus or profit-sharing plan(s), workers’ compensation benefits, hospital and other health, accident, dental or life insurance plan now or hereafter sponsored or maintained by Xxxxxxx Xxxxxx. Faneuil’s Engaged Candidates shall not be considered an employee under any federal or state law definitions. Except as expressly provided elsewhere in this Agreement, Xxxxxxx Xxxxxx shall not be liable for any debts, accounts, obligations or other liabilities whatsoever |
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of Faneuil, including (without limitation) Faneuil’s obligation to withhold Social Security and income taxes for itself or any of its employees. Faneuil will provide benefits pursuant to Faneuil policy and will comply with any and all applicable state or federal laws. |
7. | Drug/Background/Skill Assessment Screening; |
7.1. | Faneuil represents that it maintains comprehensive hiring policies and procedures which include, among other things, a 5 panel drug screening conducted in a clinic or laboratory setting, or as agreed to by the parties, a credit check and a background check which includes Felony and Misdemeanor, Federal Felony and Misdemeanor, National Criminal Search File, Office of Foreign Asset Control, Social Security Verification., all to the extent permitted by law. |
7.2. | Background Screening Requirements shall include at a minimum: |
Conduct National Criminal Search (NCS) over a period of seven years prior to the date of application. A positive criminal record is reviewed on a centralized basis according to criteria that was developed based upon risk assessment, past practices and EEOC Guidelines. If the crime is disqualifying, the conditional offer of employment is withdrawn and the applicant receives notices required under the Fair Credit Reporting Act
● | NCS File to include search of Terrorist Watch Database. |
● | Conduct a Social Search plus 1-9 verification |
● | Verify a high school diploma or equivalent |
● | Complete employment verification for at least 2 prior employers |
● | Provide documentation confirming that all background checks (NCR, I-9 with Social Search, HS Diploma or Equivalent, Employment Verification) checks have been completed satisfactorily prior to their start date/engage date |
● | Provide HC with a Contractor Background Screen Certification for all contractors prior to beginning their assignment |
7.3. | Background Screening Requirements: In the event that a contractor who is hired by Faneuil has been identified through random or scheduled audit as not meeting the background screening requirements defined in this section, Faneuil agrees to pay or reimburse Xxxxxxx Xxxxxx all management fees paid for the individual Contractor. In addition, Faneuil agrees to pay or reimburse Xxxxxxx Xxxxx for any and all fines assessed by Xxxxxxx Xxxxxx Clients for the placement of an ineligible contractor. |
7.4. | Faneuil will use all reasonable efforts to verify statements by the candidates concerning their background and employment history. However, Faneuil cannot warrant the veracity of all information provided by candidates. |
8. | Skill Assessment Requirements: Faneuil will be required to complete call observations to gain a better understanding of the specialist role (inbound and outbound) in order to be effective at recruiting. Faneuil shall have applicant screening procedures in place that shall include, but are not limited to: |
● | Evaluation of general knowledge and skills |
● | Telephone screening that verifies the candidate’s overall skill sets |
● | Personal, detailed interview with the candidate denoting, at a minimum, the ability, enthusiasm and integrity of the candidate |
● | Bilingual testing: ALTA Oral assessment - must score at a level 9, see attached ALTA Levels – Description of Oral Performance |
● | Skills testing: Provelt (see Provelt Skill Assessment Table); Customer Service Scenarios – 70%, Environment – 70%, Telephone Etiquette - 70% and Culture Smart Assessment Testing (CSAT) |
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ProvelT Test |
Check Inbound |
CCS Inbound | Survey | Onboarding | Conversions |
Lead Gen |
Site Build | Appointment Setting | Event Registration | |||||||||
Call Center Customer Service Scenarios | X |
Optional 2 |
Optional 3 | Optional 3 | Optional 3 |
Optional 1 |
Optional 1 | Optional 1 | Optional 1 | |||||||||
Call Center Data Entry | Optional 3 | Optional 1 | Optional 1 | Optional 1 | X | X | X | X | ||||||||||
Call Center Environment | X | X | X | X | X | X | Optional 3 | Optional 3 | Optional 3 | |||||||||
Call Center Listening Skills | X | X | X | X | X | X | X | X | ||||||||||
Call Center Advanced Spelling | Optional 1 | Optional 2 | Optional 2 | Optional 2 | Optional 2 | Optional 2 | Optional 2 | Optional 2 | ||||||||||
Call Center Telephone Etiquette | X | X | X | X | X | X | X | X | X | |||||||||
Call Center Spanish English Bilingual | Optional | Optional | Optional | Optional | Optional | Optional | Optional | Optional | Optional | |||||||||
Call Centre French Canadian-English Bilingual | Optional | Optional | Optional | Optional | Optional | Optional | Optional | Optional | Optional |
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9.1. | Xxxxxxx Xxxxxx and Faneuil have entered into (or are simultaneously herewith entering into) a separate confidentiality/non-disclosure agreement (the “NDA”), The parties agree that this separate NDA shall be binding upon the parties as if it were set forth in its entirety in this Agreement. |
9.2. | Both parties acknowledge and agree that either party could suffer immediate and irreparable harm in the event of a breach of any of the provisions of this Section or the NDA referenced in this Section 9. Accordingly, in the event of such breach or threatened breach, either party may seek injunctive or other equitable relief to enforce these provisions, in addition to any and all other remedies available to it at law or equity. |
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● | Interact day-to-day about attendance via email, chat and by phone |
● | 2 of the locations interact face to face with staffing agency on-site support |
● | Xxxxxxx Xxxxxx Workforce Management and Faneuil shall review quarterly forecasted requirements of staffing levels |
● | Work with the agencies when there is INVTO (Involuntary Time Off) or an upcoming Center/ Call Type Closure |
● | The schedules for new classes are sent to the local HR teams, but the agencies have access to the databases where the schedules are stored |
● | At times, staffing agencies communicate end of assignment information, but that is also backed up by an auto generated TIPs (termination) notice from SAP |
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● | WFM Teams receive HIPs (Hiring / Contractor Assignment) notices when contractors start with HC |
● | WFM Teams schedule monthly Ionl’s for contractors and the Agencies. The WFM Teams also schedule monthly Contractor Team meetings with the Agency Representative |
● | For day to day schedule changes, the staffing agencies receive an auto generated eSchedule Planner Notification via email |
● | The Staffing Agencies and WFM Teams work through shift changes via email. Shift changes are typically not reviewed until after 90 days of assignment |
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11.1. |
Penalty & Incentive
● | If percentage retained is over 60%, no penalty assessed. |
● | If percentage retained is between 59.9 and 55%, Faneuil will have penalty of $250 for each person it is below this percentage. |
● | If percentage retained is between 54.9 and 50%, Faneuil will have penalty of $500 for each person it is below this percentage. |
● | If percentage retained is between 49.9 and 45%, Faneuil will have penalty of $750 for each person it is below this percentage. |
● | If percentage retained is between 81 and 89%, Faneuil will receive an incentive of $250 for each person it is above this percentage. |
● | If percentage retained is over 90%, Faneuil will receive an incentive of $500 for each person it is above this percentage. |
Termination:
11.2. | Subject to the provisions of this Agreement as elsewhere herein provided, either party may terminate this Agreement and the Services being provided hereunder, with or without cause, at any time upon sixty (60) days written notice to the other party. In the event this Agreement is terminated by either party, contractors who have already attended orientation may, at Xxxxxxx Xxxxxx’x sole discretion, either continue at the then current management xxxx up rate for a period not to exceed six (6) months, or move to another staffing agency, at no cost. |
11.3. | If within 120 days after termination by Xxxxxxx Xxxxxx of any requested search for a candidate, Xxxxxxx Xxxxxx makes an offer of employment to a candidate that Faneuil had previously proposed to Xxxxxxx Xxxxxx in connection with such search and such candidate accepts Xxxxxxx Xxxxxx’x offer and commences employment, Xxxxxxx Xxxxxx will nevertheless be obligated to pay the Direct Placement Fee provided in this Agreement in respect of such candidate. However, if the same candidate is referred for a designated job opening by one or more other staffing agency in addition to Faneuil, then only the staffing agency from whom Xxxxxxx Xxxxxx first received the candidate’s resume shall be entitled to a fee for that candidate. |
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12.1. | In order to facilitate performance of the Services, Xxxxxxx Xxxxxx may loan or allow Faneuil to use certain Tools (defined herein). As used in this Agreement, the term “Tools” shall mean equipment, hardware, software and related documentation, and in particular, shall include any |
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third party executable code, software, compilers, assemblers, linkers, drivers, utilities or software development kits or application program interfaces and related documentation.
12.2. | At any time during the Agreement or upon termination of Faneuil’s right to perform as otherwise provided for in this Agreement, or upon demand by Xxxxxxx Xxxxxx, Faneuil agrees to the following: |
a. | Faneuil agrees to promptly deliver to Xxxxxxx Xxxxxx all Tools that may be in Faneuil’s possession or control; |
b. | Faneuil agrees to promptly delete, erase and otherwise permanently remove any and all Tools from disk media of any and all of Faneuil’s computers and peripheral devices and from bulletin boards, electronic information services or any other locations where such information may have been placed prior to such termination or demand by Xxxxxxx Xxxxxx; |
c. | Faneuil agrees to deliver to Xxxxxxx Xxxxxx any and all non-erasable optical WORM or CD-ROM disks containing Tools; and |
d. | Faneuil agrees to abide by Xxxxxxx Xxxxxx’x policies and procedures regarding the control, handling and use of any Tools. |
13. |
13.1. |
Xxxxxxx Xxxxxx requires on-site supervisory presence to deal with day-to-day issues that come up including employee relations and/or disciplinary action of contractors up to and including employment termination, training/classroom observation, attending progression analysis meetings, and to support audits that may be conducted quarterly, yearly and as needed upon request. In addition, documentation for such audits must be maintained and made readily available by Faneuil upon request.
13.2. | Requirements for recruiting space: |
● | San Antonio – Recruiting for Parkway and Silicon will be done at the Parkway Center |
● | Salt Lake – Recruiting for SLC will be done in the Salt Lake City Center |
● | Colorado Springs – HC can provide limited cubical space for Faneuil, and meeting space for counseling when required. Recruiting shall be done off site at no expense to Xxxxxxx Xxxxxx. |
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19.1. | During the period this Agreement is in effect and for a period of one hundred eighty (180) days thereafter (the “Non-Solicitation Period”), Faneuil agrees that it will not, either on its own behalf or on behalf of any other person or entity, directly solicit for hire or encourage to leave the employ of Xxxxxxx Xxxxxx any person who is then an employee of Xxxxxxx Xxxxxx. It is understood that an employee’s (a) response to any newspaper or similar media advertisement or (b) solicitation through another employment or placement agency shall not be deemed a violation of this Section. In the event of a breach of this provision by Faneuil, Faneuil shall immediately pay Xxxxxxx Xxxxxx an amount equal to 50% of the annualized salary at either the last compensation rate provided by Xxxxxxx Xxxxxx or the rate offered by Faneuil, whichever is greater, of Xxxxxxx Xxxxxx employees hired by Faneuil as liquidated damages. The parties acknowledge and agree that the amount of liquidated damages reflected herein is an estimate based on the projected costs the non-breaching party would incur to identify, recruit, hire, and train a suitable replacement for such personnel and is not intended as a penalty. |
19.2. |
19.3. |
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attached to the invoice. If such specialized fees are not defined and agreed to in writing prior to the initiation of the search, Payment terms set forth in Section 20.2 and standard fees set forth in Section 20.2 will apply. A “specialized position” is defined as a position which includes a specialized skill set which is not readily available from a wide selection of candidates and is preapproved by Xxxxxxx Xxxxxx. |
20. | Reporting Requirements: Faneuil shall provide the following reports on request of Xxxxxxx Xxxxxx: |
20.1. | Sourcing – Faneuil shall provide sourcing information for candidate pool. |
20.2. | Training & Conversion – Faneuil shall track and provide information on training completion and conversion numbers on a monthly basis. |
20.3. | Staffing – Faneuil shall track and provide percent of shifts filled prior to orientation date. |
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20.5. |
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If to Faneuil | Faneuil, Inc Attn: Xxxx Xxx Xxxxx, President and CEO 0 Xxxxx Xx, Xxxxx 0000 Xxxxxxx, XX 00000 | |||
With a copy to: | ||||
Faneuil, Inc. Deputy General Counsel 0 Xxxxx Xx, Xxxxx 0000 Xxxxxxx, XX 00000 | ||||
If to Xxxxxxx Xxxxxx: | Xxxxxxx Xxxxxx Corp. Attn: Procurement 00000 Xxxxxxxx Xxxxx Xxx Xxxxxxx, XX 00000 Fax:000-000-0000 |
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28.2. |
28.3. | Exceptions: Notwithstanding the foregoing: (a) any claim relating to either of the parties’ Confidential Information (as defined in the NDA) or other proprietary or intellectual property shall not be determined by mediation, but only by a court located in Bexar County, Texas, to whose jurisdiction the parties hereby consent; and (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction. |
29. | Applicable Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to its conflict of laws principles. |
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any other remedies. The failure of either party to act on a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches unless such waiver shall be in writing and signed by the party against whom enforcement is sought. |
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XXXXXXX XXXXXX CORP. | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Category Manager | |
Dated: | 5/7/13 |
(Faneuil) | ||
By: | /s/ Xxxx Xxx Xxxxx | |
Name: | Xxxx Xxx Xxxxx | |
Title: | President & CEO | |
Dated: | May 6, 2013 |
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