Vendor Employment Agreement

Vendor Employment Agreement

This Vendor Employment Agreement (the "Agreement") is entered into between Company Name: and Vendor Name: . Company Address: Vendor Address: Effective Date: .

Personal Information (Primary Contact for Vendor)

Position and Engagement Details

Position / Role: Department: Reporting Manager: Start Date:

Employment / Contractor Status & Legal Disclosures

The parties acknowledge and agree that Vendor and any personnel supplied by Vendor are engaged as independent contractors and are not employees of Company for federal, state, or local tax purposes. Notwithstanding the foregoing, if any individual supplied by Vendor is separately hired by Company, such employment shall be at-will and may be terminated by either party at any time, with or without cause.

Equal Opportunity Statement: Company is an equal opportunity employer. Vendor certifies that Vendor does not maintain policies or practices that would prevent compliance with Company’s equal employment policies as applied to any personnel placed at Company.

Background Check Consent: Vendor authorizes Company to obtain background checks and to contact previous employers and references for any personnel assigned to perform services. Vendor acknowledges that continuation of the engagement may be conditioned on satisfactory background check results and compliance with Company policies. Consent to background check and reference requests: .

Employment History (Provide most recent employers)

Education

Professional References (Provide three)

Confidentiality; Intellectual Property; Records

Confidential Information: Vendor shall hold in confidence and shall not disclose any confidential, proprietary, or trade secret information of Company. Vendor shall use Confidential Information only to perform services under this Agreement. All Confidential Information shall be promptly returned or destroyed upon termination.

Intellectual Property: Vendor agrees that all works, inventions, designs, developments, discoveries, improvements, processes, software, documentation, or other deliverables created or developed for Company in connection with this Agreement shall be work made for hire and shall be the sole and exclusive property of Company. To the extent any such deliverable is not deemed a work made for hire, Vendor hereby assigns and transfers to Company any and all right, title and interest, including patent, copyright and moral rights.

Records and Audit: Vendor shall maintain accurate records of hours worked, personnel assigned, invoices, and expenses. Company may audit Vendor’s records relating to services performed under this Agreement upon reasonable notice and during normal business hours.

Insurance, Indemnity & Termination

Insurance: Vendor shall maintain and provide proof of insurance coverage sufficient for the services to be performed, including general liability and workers’ compensation where applicable, and shall name Company as an additional insured where reasonably requested.

Indemnity: Vendor shall indemnify, defend and hold harmless Company and its officers, directors, and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of Vendor’s acts, omissions, or breach of this Agreement.

Term and Termination: This Agreement commences on the Effective Date and shall continue until terminated by either party on thirty (30) days’ prior written notice. Company may immediately terminate for cause if Vendor materially breaches this Agreement, including for failure to pass required background checks or for violation of confidentiality obligations.

Compliance, Non-Solicitation & Governing Law

Compliance with Laws: Vendor warrants that it and its personnel shall comply with all applicable laws, regulations and Company policies when performing services, including any security, safety, and confidentiality policies communicated in writing.

Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months following termination, Vendor shall not solicit or hire Company employees or contractors assigned to the Vendor without Company’s prior written consent.

Governing Law; Dispute Resolution: This Agreement shall be governed by the laws of the state specified by Company in its policies. Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation; if negotiation fails, the dispute shall be submitted to binding arbitration in accordance with the arbitration procedures agreed by the parties.

Applicant Certification & Authorization

I certify that all information provided in this Agreement and attachments is true and complete to the best of my knowledge. I understand that any misrepresentation or omission may constitute grounds for termination of this Agreement or any subsequent engagement.

Authorization to Contact Previous Employers and References: Vendor authorizes Company and its agents to contact all listed employers and references and to investigate all statements contained in this Agreement. Vendor hereby releases all parties from any liability in making such inquiries.

Notices

All notices under this Agreement shall be given in writing and delivered to the parties at the addresses set forth above or to such other address as a party may designate in writing.

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