Wize Labor LLC Staffing Agreement Terms and Conditions

‍Wize Labor LLC (“STAFFING FIRM”) and Client (“CLIENT”) agree to the terms and conditions set forth in this Staffing Agreement (the “Agreement”).

Relationship with Service Terms‍

This Agreement sets forth the general terms and conditions for the services provided by Wize Labor LLC. Specific details—including but not limited to pricing, worker classification, job responsibilities, and timelines—will be outlined in the Service Terms provided for each individual engagement. The Service Terms are incorporated into this Agreement by reference.

1. Duties and Responsibilities of STAFFING FIRM

1.1 Staffing Services

STAFFING FIRM will recruit, screen, interview, hire, and assign personnel (“Contractors”) to perform the type of work described in the Staffing Agreement under CLIENT’s supervision at the locations specified. These Contractors may include individuals classified as W-2 employees or 1099 independent contractors, based on the specific needs of the assignment and in compliance with local, state, and federal laws.

Classification and Management: The classification of workers (whether as W-2 employees or 1099 independent contractors) will be made in compliance with all applicable federal, state, and local laws. STAFFING FIRM will ensure compliance with applicable regulations related to wages, withholding of payroll taxes, and workers’ compensation coverage based on the worker’s classification.

STAFFING FIRM will:

• Pay, withhold, and transmit payroll taxes for W-2 employees; provide unemployment insurance and workers’ compensation benefits for all Contractors where applicable; and handle unemployment and workers’ compensation claims.

• Ensure that all Contractors, regardless of classification, are insured under a workers’ compensation policy or occupational accident insurance as appropriate, in compliance with local, state, and federal regulations.

• Require Contractors to sign confidentiality agreements and agreements acknowledging that they are not entitled to CLIENT-provided benefits (such as holidays, vacations, disability benefits, insurance, pensions, or retirement plans).

• Comply with all applicable federal, state, and local labor and employment laws, including but not limited to the Immigration Reform and Control Act of 1986, the Internal Revenue Code, ERISA, HIPAA, FMLA, Title VII of the Civil Rights Act, ADA, FLSA, COBRA, and ACA.

1.2 Right to Control

STAFFING FIRM, as the common law employer, retains the right to physically inspect the worksite, review performance issues, and enforce STAFFING FIRM’s employment policies for both W-2 employees and independent contractors. CLIENT acknowledges that any attempts to direct or manage Contractors outside the scope of this Agreement without prior approval from STAFFING FIRM may result in reclassification penalties or additional costs incurred by CLIENT.

2. Duties and Responsibilities of CLIENT

CLIENT is responsible for maintaining a safe and compliant workplace in accordance with OSHA regulations and any other applicable workplace safety standards. CLIENT must notify STAFFING FIRM of any safety incidents involving Contractors within 24 hours. STAFFING FIRM reserves the right to terminate assignments if the work environment poses safety concerns. CLIENT assumes full responsibility for compliance with OSHA and all other applicable safety regulations. CLIENT acknowledges that any injury to Contractors resulting from unsafe work conditions at CLIENT’s premises is the sole responsibility of CLIENT.

CLIENT will:

• Properly supervise Contractors performing its work and be responsible for its business operations, products, services, and intellectual property.

• Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Contractors to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without STAFFING FIRM’s express prior written approval or as strictly required by the job description provided to STAFFING FIRM.

• Provide Contractors with a safe work site and appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site.

• Labor Law Compliance: CLIENT agrees to ensure that all working conditions, hours, and breaks provided to Contractors are in compliance with all applicable federal, state, and local labor laws. CLIENT is responsible for notifying STAFFING FIRM immediately of any legal or compliance concerns at the worksite.

• Not change Contractors’ job duties without STAFFING FIRM’s express prior written approval.

• Exclude Contractors from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Contractors’ compensation or benefits.

3. Payment Terms, Bill Rates, and Fees

CLIENT agrees to pay STAFFING FIRM according to the rates and terms outlined in the Service Terms provided for each engagement. STAFFING FIRM will issue invoices according to the schedule specified in the Service Terms, and payment is due upon receipt unless otherwise agreed. CLIENT’s obligation to pay is not contingent upon CLIENT’s receipt of payment from any third parties. Disputes over services rendered will not delay or withhold CLIENT’s obligation to make timely payments.

Late Fees: Payments not received within 30 days from the invoice date will incur late fees of 1.5% per month on the outstanding balance. STAFFING FIRM reserves the right to suspend services if payments are delayed beyond 45 days. In the event of non-payment, CLIENT agrees to pay all collection costs, including reasonable attorneys’ fees and any third-party collection agency fees.

Invoice Disputes: CLIENT can dispute their invoice up to 15 days after the date of such invoice. After this period, STAFFING FIRM presumes the invoices are valid and will hold CLIENT liable for payment.

Audit Rights: STAFFING FIRM reserves the right to audit CLIENT’s time records and other relevant documents to ensure accurate payment of wages and compliance with applicable wage-and-hour laws.

4. Confidential Information and Data Protection

Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. Both parties agree to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), in relation to any personal data processed under this Agreement.

Confidentiality of CLIENT’s Proprietary Information: Contractors may have access to CLIENT’s proprietary information, including trade secrets, during the performance of their duties. STAFFING FIRM will require Contractors to sign confidentiality agreements, but STAFFING FIRM is not liable for any unauthorized use or disclosure of CLIENT’s proprietary information by the Contractors. CLIENT is responsible for enforcing any confidentiality obligations and taking legal action in the event of a breach.

5. Non-Solicitation

CLIENT agrees not to solicit, hire, or engage any Contractor assigned by STAFFING FIRM for a period of 12 months following the end of the Contractor’s assignment without the prior written consent of STAFFING FIRM. Any violation of this clause will result in a placement fee of $5,000.

6. Cooperation

The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Contractors.

7. Indemnification and Limitation of Liability

As a condition of indemnification, the party seeking indemnification must notify the other party within 7 business days of becoming aware of any claims, legal proceedings, or losses that may give rise to an indemnification obligation.

Each party agrees to indemnify, defend, and hold the other harmless from all claims, losses, liabilities, and damages arising from the indemnifying party’s breach of this Agreement, failure to meet its responsibilities, or negligence. This mutual indemnification will survive the termination or expiration of this Agreement.

Neither party shall be liable for or required to indemnify the other for any incidental, consequential, exemplary, special, punitive, or lost profit damages arising in connection with this Agreement, regardless of the form of action.

8. Commercial Auto Insurance

CLIENT agrees to add Wize Labor LLC Contractors to their commercial automobile insurance policy for any job-related driving, releasing Wize Labor LLC from all liabilities—including but not limited to accidents, injuries, and property damage involving CLIENT’s vehicles while operated by Wize Labor LLC Contractors. Contractors are not authorized to operate CLIENT vehicles unless explicitly covered by CLIENT’s insurance.

9. Miscellaneous

• Provisions Surviving Termination: Provisions of this Agreement that by their terms extend beyond the termination or nonrenewal of this Agreement will remain effective after termination or nonrenewal.

• Termination with Cause: Either party may terminate this Agreement for cause by providing written notice of any material breach, including non-payment, safety violations, or misrepresentation. The breaching party shall have 15 days to cure such breach. If the breach is not cured, the Agreement may be terminated immediately.

• Force Majeure: Neither party shall be liable for any delay or failure to perform under this Agreement due to events beyond their reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, or government actions.

• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any legal proceedings related to this Agreement shall be initiated in the courts of New York, and the CLIENT waives any right to challenge this venue.

• Survival of Key Provisions: The provisions regarding indemnification, confidentiality, non-solicitation, and any other clauses that by their nature should survive termination of this Agreement shall remain in effect after the termination or expiration of this Agreement.‍

Updates: These terms were last updated on September 12, 2024. Wize Labor LLC reserves the right to modify these terms at any time, and the updated terms will be posted on this page.

‍