This Contract is between NAME (the “Client”) and On the go HR, Inc, a New York corporation (the “Hiring Specialist”).
The Contract is dated [the date both parties sign].
WORK AND PAYMENT.
1.1 Project. The Client is hiring the Hiring Specialist to do the following: (RECRUITMENT, ONBOARDING, AND BUNDLE PACKAGE) Service.
1.2 Schedule. The Hiring Specialist will begin work on DATE OF SERVICE and will continue until the work is completed by the 13th week (END DATE). This Contract can be ended by either Client or Hiring Specialist at any time, pursuant to the terms of Section 6, Term and Termination. Hiring Specialist works up 12 hours a week; office is closed on Thursday, Saturday, and Sunday. However, hours are subject to change under the discretion of the Hiring Specialist.
1.3 Payment. The Client will pay the Hiring Specialist $(USD). The Client will be invoiced as follows:
- 10% off discount applied to the first month only (Deposit payment to secure service)
- Pay in full or
- Payment Plan option
1.4 Invoices. The Hiring Specialist will invoice the Client in accordance with the payment plan selected by the client in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
1.5 Support. The Hiring Specialist will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
Services will begin once deposit payment is made. If either payment is not received by the due date, on the go HR, Inc. has the right to suspend services until payment is made. All sales are final, and all services are non-refundable.
OWNERSHIP AND LICENSES.
2.1 Hiring Specialist’s End of Service Agreement. The Hiring Specialist is no longer available to communicate with candidates if a hiring decision has not been made by the service end date. The Hiring Specialist is not responsible if the candidate considered for hire rescinded their offer. The Hiring Specialist is not responsible if none of the candidates who are part of the ongoing process withdraw from the interview process. The Hiring Specialist is not responsible if none of the positions recruited for were not filled by the service end date. Unopened resumes will be contacted, updated about the position status, and archived. If the position is not filled by the service end date and you wish to extend our service, a prompt fee of $350 is required and the service will be extended for 2 more weeks.
2.2 Hiring Specialist’s Help Securing Ownership. In the future, the Client may need the Hiring Specialist’s help to show that the Client owns the work product or to complete the transfer. The Hiring Specialist agrees to help with that. For example, the Hiring Specialist may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Hiring Specialist, the Hiring Specialist agrees that the Client can act on the Hiring Specialist’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Hiring Specialist after spending reasonable effort trying to do so, the Hiring Specialist hereby irrevocably designates and appoints the Client as the Hiring Specialist’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Hiring Specialist and on the Hiring Specialist’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.3 Hiring Specialist’s IP That Is Not Work Product. During this project, the Hiring Specialist might use intellectual property that the Hiring Specialist owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly licensed stock photos, and web application tools. The Hiring Specialist is not giving the Client this background IP. But, as part of the Contract, the Hiring Specialist is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Hiring Specialist cannot take back this grant, and this grant does not end when the Contract is over.
2.4 Hiring Specialist’s Right to Use Client IP. The Hiring Specialist may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Hiring Specialist to build a website, the Hiring Specialist may have to use the Client’s logo. The Client agrees to let the Hiring Specialist use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Hiring Specialist’s job. Beyond that, the Client is not giving the Hiring Specialist any intellectual property rights, unless specifically stated otherwise in this Contract.
COMPETITIVE ENGAGEMENTS. The Hiring Specialist won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially like the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Hiring Specialist asks for permission beforehand and the Client agrees to it in writing. If the Hiring Specialist uses employees or subcontractors, the Hiring Specialist must make sure they follow the obligations in this paragraph, as well.
NON-SOLICITATION. Until this Contract ends, the Hiring Specialist won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Hiring Specialist puts out a general ad and someone who happened to work for the Client responds. In that case, the Hiring Specialist may hire that candidate. The Hiring Specialist promises that it won’t do anything in this paragraph on behalf of itself or a third party.
REPRESENTATIONS.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority to Sign. Each party promises to the other party that it has the authority to enter this Contract and to perform all of its obligations under this Contract.
5.3 Hiring Specialist Has Right to Give Client Work Product. The Hiring Specialist promises that it owns the work product, that the Hiring Specialist can give the work product to the Client, and that no other party will claim that it owns the work product. If the Hiring Specialist uses employees or subcontractors, the Hiring Specialist also promises that these employees and subcontractors have signed contracts with the Hiring Specialist giving the Hiring Specialist any rights that the employees or subcontractors have related to the Hiring Specialist’s background IP and work product.
5.4 Hiring Specialist Will Comply with Laws. The Hiring Specialist promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Hiring Specialist promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Hiring Specialist has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Hiring Specialist has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Hiring Specialist if the Hiring Specialist has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Hiring Specialist with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
TERM AND TERMINATION. If the contract is extended beyond the 13 week project end date. On the go HR, Inc. will charge an additional $350 extension fee for 2 more weeks of service. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Hiring Specialist must immediately stop working as soon as it receives this notice, unless the notice says otherwise. If either party ends this Contract before the Contract automatically ends as explained in the first sentence of this paragraph, the Client will pay the Hiring Specialist a guaranteed payment of $1,500.00 (USD) and the Client will reimburse the Hiring Specialist for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5
(Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
INDEPENDENT CONTRACTOR. The Client is hiring the Hiring Specialist as an independent contractor. The following statements accurately reflect their relationship:
- The Hiring Specialist will use its own equipment, tools, and material to do the work. -The Client will not control how the job is performed on a day-to-day basis. Rather, the Hiring Specialist is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Hiring Specialist with any training.- The Client and the Hiring Specialist do not have a partnership or employer-employee relationship.- The Hiring Specialist cannot enter into contracts, make promises, or act on behalf of the Client.- The Hiring Specialist is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Hiring Specialist is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Hiring Specialist or any of the Hiring Specialist’s employees or subcontractors.
CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Hiring Specialist must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the Hiring Specialist may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Hiring Specialist promises to treat this information as if it is the Hiring Specialist’s own confidential information. The Hiring Specialist may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Hiring Specialist use a customer list to send out a newsletter, the Hiring Specialist cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Hiring Specialist written permission to use the information for another purpose, the Hiring Specialist may use the information for that purpose, as well. When this Contract ends, the Hiring Specialist must give back or destroy all confidential information and confirm that it has done so. The Hiring Specialist promises that it will not share confidential information with a third party, unless the Client gives the Hiring Specialist written permission first. The Hiring Specialist must continue to follow these obligations, even after the Contract ends. The Hiring Specialist’s responsibilities only stop if the Hiring Specialist can show any of the following: (i) that the information was already public when the Hiring Specialist came across it; (ii) the information became public after the Hiring Specialist came across it, but not because of anything the Hiring Specialist did or didn’t do; (iii) the Hiring Specialist already knew the information when the Hiring Specialist came across it and the Hiring Specialist didn’t have any obligation to keep it secret; (iv) a third party provided the Hiring Specialist with the information without requiring that the Hiring Specialist keep it a secret; or (v) the Hiring Specialist created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the Hiring Specialist each have access to confidential information that belongs to third parties. The Client and the Hiring Specialist each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or the Hiring Specialist is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
INDEMNITY.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Hiring Specialist or both. For example, if the Client gets sued for something that the Hiring Specialist did, then the Hiring Specialist may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Hiring Specialist agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Hiring Specialist has done under this Contract; (ii) a breach by the Hiring Specialist of its obligations under this Contract; or (iii) a breach by the Hiring Specialist of the promises it is making in Section 5 (Representations).
10.3 Hiring Specialist Indemnity. In this Contract, the Client agrees to indemnify the Hiring Specialist (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
GENERAL.
11.1 Assignment. This Contract applies only to the Client and the Hiring Specialist. The Hiring Specialist cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Hiring Specialist’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Hiring Specialist must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
11.4 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail
(postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail
(postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the Hiring Specialist must sign this document using Adobe Acrobat e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of New York govern the rights and obligations of the Client and the Hiring Specialist under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.