1. Subcontractor is a subcontractor to both the Client, E3 Personnel and its affiliated companies. If Subcontractor accepts a contract project, Subcontractor understands that it is a contract project which can be terminated at any time for non-performance.
2. As to any and all fees due Subcontractor, E3 Personnel shall pay Subcontractor on a “per project” basis for all services it performs under this Agreement, the exact amount for the contract project shall be agreed upon by E3 Personnel and Subcontractor prior to any project being performed. Subcontractor agrees and acknowledge that it is not an employee and Subcontractor is not entitled to any unemployment benefits and shall not be entitled to participate in or receive benefits from any of the employee benefit plans, programs or arrangements sponsored by Client or E3 Personnel and Subcontractor waives any and all rights to assert a claim to collect any such benefits.
3. Subcontractor shall obtain any insurance, licenses, training, equipment, tools, transportation and/or other required items to fulfill its obligations under this Agreement, and agrees to reimburse E3 Personnel for any efforts or expenditure it shall make for such items upon demand by E3 Personnel. Since neither E3 Personnel, its affiliated companies nor the Client is Subcontractor’s employer, there will be no insurance; Worker’s Comp or liability assumed or indemnified on Subcontractor’s behalf by either E3 Personnel or Client and Subcontractor waives any and all rights to sue or to assert a claim to collect any such benefits.
4. Subcontractor shall not solicit, contact or contract to provide services to Client its affiliates, except through and with the written consent of E3 Personnel.
The financial arrangements between Subcontractor and E3 Personnel shall be confidential, and the financial arrangements between E3 Personnel and Client shall be confidential. Subcontractor shall honor and respect the confidentiality of both relationships.
5. Subcontractor agrees to keep any and all information, materials, files, etc., gathered during this project strictly confidential. Subcontractor shall not duplicate, disseminate or disclose (written, orally or otherwise) and shall return any such information, materials or files upon the termination of the project.
6. Subcontractor shall disclose any conflicts of interests and fill out any forms as required by E3 Personnel and/or the Client.
7. Subcontractor for its services under this Agreement shall be paid via invoice in one (1) check and shall be responsible for payment of its own taxes and other required governmental payments. It agrees to indemnify and hold harmless E3 Personnel and its Clients for any claims by the IRS or any state or other governmental entity for all taxes and penalties due. In the event that the Internal Revenue Service should determine that the subcontractor is, according to I.R.S. guidelines, an employee subject to withholding, social security and Medicare contributions, Subcontractor shall acknowledge, as Subcontractor acknowledges herein, that all payments to Subcontractor are gross payments, and Subcontractor is responsible for all income taxes and social security payments thereon.
8. The Parties acknowledge that Subcontractor may contract with or be employed by, other non-E3 Personnel client persons or entities, provided that such contracting or employment does not conflict with the above non-solicitation, proprietary information and confidentiality provisions and, further does not interfere with its duties and responsibilities under this Agreement. Subcontractor has read and agrees with the subcontractor guidelines and agreements listed on these pages and acknowledges and confirms, that all of the above statements are true and correct.
9. The terms of this Agreement and any and all disputes arising under this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Subcontractor agrees that jurisdiction over any claim by E3 Personnel under this agreement shall reside in the Commonwealth of Pennsylvania. Any claim by Subcontractor against E3 Personnel, shall be brought in the Court of Common Pleas in the City of Philadelphia, Commonwealth of Pennsylvania.
10. Any and all disputes and/or controversies arising under or in connection with this Agreement shall be settled by binding arbitration, conducted before one (1) arbitrator sitting in a location within the Commonwealth of Pennsylvania, in accordance with the commercial rules of the American Arbitration Association then in effect. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. Each party shall bear its own fees and expenses (including all legal fees and related expenses) associated with such arbitration. Any determination by such arbitrator shall be consistent with the provisions of this Agreement as set forth herein.
11. Subcontractor is aware of the existence of the risk of Subcontractor’s physical appearance to the venue and Subcontractor’s participation to the activity of the Organization that may cause injury or illness such as, but not limited to Influenza, MRSA, or COVID-19 that may lead to paralysis or death. Accordingly, as a condition of participation, Subcontractor hereby releases and promises not to sue E3 Personnel and its affiliate companies (“Releasees”) for any and all claims, demands, causes of action, damage, loss (whether economic or non-economic), expenses, costs, or liability of any nature whatsoever, or for any costs and other expenses, including legal fees, as a result of, or in connection with, Subcontractor’s contraction of COVID-19, MRSA, or Influenza, including if that contraction results from the negligence or gross negligence on the part of the Releasees. SUBCONTRACTOR FREELY ACCEPTS AND FULLY ASSUMES ALL SUCH RISKS, DANGERS AND HAZARDS AND THE POSSIBILITY OF PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND LOSS RESULTING THEREIN.
12. Notices – Any and all notices to be sent under this Agreement shall be sent by United States certified mail to the addresses for E3 Personnel, client Subcontractor as indicated below.
13. This Agreement constitutes the entire agreement between the parties. Any and all changes to the terms of this Agreement, including services to be provided and fees to be paid, shall be by express written agreement of the parties with notice as provided for above.
14. Subcontractor shall not use the contractual arrangement represented by this Agreement or the names of E3 Personnel or Client for advertising purposes and shall not disclose or post the existence of this Agreement or the names of E3 Personnel or Client to any social media site, including, but not limited to, Facebook and Twitter, or to any other internet site. This provision shall continue and remain in effect for a period of 2 years following termination of this Agreement.
In witness of the foregoing provisions and intending to be legally bound, the parties have executed this Agreement as of the day and year first set forth below.
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