Supplier Employment Agreement

SUPPLIER EMPLOYMENT AGREEMENT

Parties and Recitals

This Supplier Employment Agreement (the Agreement) is entered into between:

Company Name:     Address:

Supplier Name:     Supplier Address:

Effective Date:

Scope of Engagement

Supplier will provide personnel and related services (the Services) to Company as an independent supplier. The Supplier represents and warrants that it shall procure, assign, supervise and be responsible for individuals performing the Services, and that such individuals shall comply with the terms of this Agreement and all applicable laws and Company policies when performing Services on Company premises or systems.

Primary Services Description:

Personal Information (Primary Assigned Individual)

Position and Assignment Details

Assignment Start Date:     Expected End Date (if any):

Employment Classification: Employee Contractor Temporary

Employment History

Education

Graduation Date:

References (Professional)

Legal Terms and Conditions

1. Independent Supplier. Supplier personnel are the employees or contractors of Supplier. Supplier retains responsibility for hiring, payroll, taxes, benefits, workers' compensation, and withholding. Company shall not be deemed the employer of Supplier personnel for any purpose.

2. Confidentiality. Supplier and its personnel will safeguard and not disclose Company Confidential Information. Confidential Information includes trade secrets, business plans, customer data, and other nonpublic information. Supplier will return or destroy Confidential Information upon request.

3. Intellectual Property. All work product created in the performance of Services that is subject to protection will be owned by Company, and Supplier hereby assigns all right, title and interest in such work product to Company, subject to any preexisting Supplier intellectual property expressly identified in writing.

4. Compliance with Law; Background Checks. Supplier shall ensure personnel meet legal and regulatory requirements applicable to the Services. Company may, as a condition of access to Company sites or systems, require background checks, drug screening, or security clearances. Supplier represents that it has obtained consents necessary to permit such checks.

5. Indemnification. Supplier will indemnify, defend and hold harmless Company from any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of this Agreement, negligent acts or omissions, or the acts or omissions of Supplier personnel.

6. Termination. Either party may terminate this Agreement for convenience with seven (7) days' written notice, or immediately for cause upon material breach, illegal conduct, or safety concerns. Upon termination Supplier shall remove its personnel and return Company property.

7. Insurance. Supplier will maintain insurance coverage appropriate to the Services, including general liability and workers' compensation, and will provide certificates of insurance upon request.

8. Non-Solicitation. During the term and for twelve (12) months following termination, Supplier will not solicit or hire Company's employees or contractors assigned to the Services without prior written consent.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified by Company as the governing jurisdiction. The parties consent to the exclusive jurisdiction of the courts in that jurisdiction for disputes arising hereunder.

Legal Disclosures and Acknowledgements

At-Will Employment: If the classification above designates the individual as an employee, the parties acknowledge that employment with Company (or placement at a client site) is at-will unless a written agreement states otherwise.

Equal Opportunity: Supplier acknowledges that Company is an equal opportunity entity and Supplier will not assign personnel on any unlawful discriminatory basis.

Applicant Certification: By checking the box below, Supplier certifies that all information provided in this Agreement and accompanying attachments is true, complete and correct to the best of Supplier's knowledge. Supplier understands that material misrepresentation or omission may result in termination or other legal remedies.

I certify that the information provided is true and complete.

Authorization to Verify: Supplier hereby authorizes Company and its agents to contact prior employers, references, educational institutions, and governmental agencies to verify any information provided and to conduct background and security checks as necessary for placement and continued access to Company facilities and systems. Supplier warrants that it has obtained any necessary consents from its personnel to permit such verification.

I authorize Company to verify references, employment history, education, and to conduct background checks.

Additional Provisions and Attachments

Any attachments, statements of work, or rates appended to this Agreement are incorporated by reference. Modifications to the Agreement must be in writing and signed by authorized representatives of both parties.

Signature

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