A. Client is engaging in one or more acts of service delivery in technology.
B. Now the Client desires to utilize the services of Producer, in connection with the Project upon the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
This Agreement sets out the way in which each party is to interact with the other for the purpose of conducting business. Specific services are defined in addendums to this Agreement. Services not specified in an amendment will be agreed to in some form of writing.
This Agreement is effective on the date written above and shall expire one year after. This agreement automatically renews annually for one (1) year unless canceled in writing at least one (1) month before renewal.
Producer shall provide the Services as an Independent Contractor and Producer shall not act as an employee, agent or broker of the Client. As an Independent Contractor, Producer will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. Producer understands that Client will not withhold any amounts for payment of any taxes from Producer's compensation.
If not otherwise specified on an invoice or written agreement, payment is due seven (7) days from the invoice date (also known as Net 7 Terms) with a late penalty being assessed at 1.5% per month past due. We currently accept ACH transfers via our invoice system.
The Client agrees to reimburse any pre-approved out-of-pocket expenses incurred by Producer, in connection with the Services, including, but not limited to, travel expenses, food, lodging, etc.
(a) Either party may terminate this Agreement for convenience by providing one (1) month’s written notice (“Termination Notice”) to the other party.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a one (1) month’s notice in writing. Upon receiving such notice, the defaulting party shall have one (1) month from the date of such notice to cure any such default. If the default is not cured within the required one (1) month period, the party providing notice shall have the right to terminate this Agreement.
Client shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Producer and any attempt by Client to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect without such consent.
Each Party recognizes and acknowledges that both Parties have and will have access to Confidential and Proprietary Information of the other which will constitute valuable, special, and unique assets. The term "Proprietary Information" shall mean the following information:
- The methods and processes with which each party does business, including, but not exclusively, forms, procedures (written or practiced), technologies used
- The contacts and connections each party utilizes to conduct business
- Anything that is not readily made public.
Each Party covenants and agrees that it shall have the affirmative obligation to:
- hold the Confidential Information in its strictest of confidence;
- not use the Confidential Information for any personal gain or detrimentally to the other;
- take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;
- not disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place or any of the terms, conditions, or other facts with respect to the transaction; and
- not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than because of the breach by the Receiving Party of his confidentiality obligations hereunder.
This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Receiving Party, its agents, representatives, successors, heirs, and assigns.
Both parties covenant and agree that, for a period of two years, neither shall, without the prior written consent of the other, directly or indirectly, whether for its own account or on behalf of any person, firm, corporation, partnership, association, or other entity or enterprise, solicit, recruit, hire or cause to be hired any employees of the other party or any of its affiliates, or any person who was an employee of the Company during the effect of this Agreement.
This Agreement is to be construed in accordance with and governed by the internal laws of the State of Georgia, USA in Bryan County (where county jurisdiction matters).
All disputes under this Agreement shall be settled by arbitration in Bryan County before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS, OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO CASTING DIRECTOR DURING THE ONE MONTH(S) PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY PRODUCER.
Each party shall, at its own expense, indemnify and hold harmless, and at the other party’s request defend such party and its affiliates, subsidiaries, successors and assigned officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents;
Entire Agreement; Amendment
This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications, and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Unless agreed to in writing, Producer has no ownership claim or rights to any deliverables from the works authorized. This intellectual property remains wholly with Client.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.
Producer observes company holidays, including an extended holiday period and other holidays that may be announced from time to time. Client may reschedule, meet without Producer, or skip any recurring scheduled meetings at Client’s choice, except for our extended holiday period, where one recurring meeting may be skipped at Producer’s choice. Our current holiday schedule is:
- Extended Holiday Period December 24th-January 1st
- St. Patrick’s Day (A Savannah, Georgia Tradition)
- American Memorial Day
- American Independence Day
- American Labor Day
- American Thanksgiving Day
- Friday After American Thanksgiving
We do not maintain or promise regular office hours, but are generally available and working 8 am-5 pm EST.
Client is ultimately responsible for their process and technical environments. Producer will use any granted access to assess available data and execute duties, but Client may need to provide other information as requested. Client is also responsible for timely approval of proposed changes and granting access to Client’s infrastructure if such access is desired by Client and Producer.
Provided Producer renders all services contracted hereunder, Producer has the right to list Client as a reference. Further, Producer maintains all the rights to its work, but Client has all rights to its customized process.
Scope of Work
This Master Service Agreement does not cover any specific type of work, but all general work where a Service Addendum (SA) is not agreed to prior to service being performed. It is customary that a SA(s) be added to this agreement specifying more precise details of services to be rendered and for what consideration. If no SA is agreed to, the standard hourly rate set by Producer is $250 per hour, billed in quarter-hour increments.
If any terms conflict between the Master Service Agreement and this Addendum, then the Addendum will be considered the overriding agreement.
Client hereby appoints Producer to provide vScreening Services to Client by authorizing Producer to market, screen, and recommend for hire for any positions requested of Producer for Client’s own business. Producer makes no claims as to the fitness of any candidate to work, except that, to the best of Producer's belief, the candidate is a fit for Client’s organization. When Producer recommends a candidate for hire, Client is to contact the candidate within two (2) business days of the recommendation, or Producer may offer the candidate to other interested parties.
Should a candidate hired on the recommendation of Producer not remain employed by Client for 90 days from the candidate's start date, Producer guarantees to refill the position. Under this guarantee, Client is responsible only for paying the marketing expense set forth in this agreement.
Payment for this service is in three parts.
1.) $3950 pre-paid, effort-based, and not contingent upon a hire. (this is the transaction you are making right now)
2.) $200/mo marketing expenses are to be paid by Client each month that the position is open (you will be invoiced)
3.) $3950 placement fee once Client hires a candidate. (you will be invoiced)
Applicants who apply directly to Client or through any other source are to be referred to Producer for formal screening to maintain consistency and prevent unfair hiring practices. Producer has done valuable work before the position is filled, so if the position is filled outside of the scope of services provided by Producer, item 1 above is considered delivered in full.
Requests for positions for Producer to screen can be made via email to our address in Notices. In the case of Client hiring additional team members based on the procurement and recommendation of Producer, regardless of if a request was made in advance, items 1 and 3 (screening and placement) will be charged for each additional position. An example of this is hiring two of the recommended candidates when initially only one position was requested.