Legal Nondisplacement Notice

Legal Nondisplacement Notice

This Legal Nondisplacement Notice (the "Notice") is made effective as of by and between Contractor Name: (the "Contractor") and Client Name: (the "Client").

RECITALS

WHEREAS, Contractor and Client are parties to a contract identified as Contract Number: for Project: located at .

WHEREAS, the parties intend to preserve employment relationships and to provide notice regarding the nondisplacement of incumbent workers and other personnel protections applicable to work performed under the Contract; and

WHEREAS, the Contractor is required under the Contract and applicable law to refrain from actions that would result in the displacement of existing covered workers or that would otherwise impair employees' protections concerning their employment status.

NOW, THEREFORE

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. NO DISPLACEMENT; NONDISPLACEMENT OBLIGATIONS

1.1 Contractor represents and warrants that it shall not, directly or indirectly, displace any incumbent employee of the Client or of any subcontractor providing substantially similar services on the Project, where “displace” means termination of employment, reduction in hours that results in loss of employment status, replacement by new hires, or removal of materially equivalent work assignments that results in job loss.

1.2 Contractor shall not change workforce composition with the intent or effect of eliminating the employment of covered classifications, including but not limited to: .

2. NOTICE TO AFFECTED WORKERS

2.1 Contractor shall provide written notice to any worker(s) who may be subject to reassignment, layoff, or other adverse change in employment status not fewer than days prior to the effective date of such change, stating the nature of the action and identifying any available alternative positions.

2.2 Contractor shall include with such notice a copy of this Notice and shall deliver proof of delivery to the Client within five (5) business days.

3. ANTICIPATED CHANGES

Do you anticipate any workforce changes that could result in displacement? Yes No

Anticipated effective date of any staffing changes:

4. RECORDKEEPING AND ACCESS

Contractor shall maintain complete records of employment status, notices provided, payroll, and other documentation relevant to nondisplacement obligations for a period of not less than three (3) years following the conclusion of the Contract. Client or its authorized representative shall have reasonable access to such records upon request and with reasonable prior notice.

5. REMEDIES

In the event of a material breach of this Notice, remedies shall include, without limitation, injunctive relief, specific performance, recovery of actual damages, recovery of costs and reasonable attorneys' fees, and the Client's right to withhold or set off payments under the Contract. Such remedies are cumulative and in addition to any other rights or remedies available at law or equity.

6. CERTIFICATION AND INDEMNITY

Contractor certifies, to the best of its knowledge, that it has not engaged in displacement in violation of this Notice prior to its execution and will not knowingly engage in displacement during the term of the Contract. Contractor shall indemnify, defend and hold harmless the Client from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor’s breach of this Notice.

7. NOTICES

Any notice required or permitted under this Notice shall be in writing and delivered to the contacts below by hand, certified mail, or overnight courier and shall be deemed given upon receipt.

8. AMENDMENTS; WAIVER; COUNTERPARTS

This Notice may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Notice constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Notice is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. CERTIFICATION OF ACCURACY

By executing below, the signatories certify that they are authorized representatives of their respective parties, that the information contained in this Notice is true and correct to the best of their knowledge, and that they understand the obligations and potential remedies described herein.

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