IN CONSIDERATION OF the terms and conditions hereafter stated, this Subcontractor Agreement (the “Agreement”) is made this day of , 2020, between e3 Personnel (hereinafter referred to as “e3 Personnel”) and National Capital Area Teen Challenge – (hereinafter referred to as “Subcontractor”). e3 Personnel and Subcontractors are collectively referred to as “Parties.”
A. Subcontractor Information: SUBCONTRACTOR Name:
SUBCONTRACTOR Business Name & Address complete all fields:
Phone: EIN # Fax #:
Contact Person: Title: Cell Phone: E-mail: _ URL:
Second Contact Person: Title: Cell Phone: E-mail: URL:
B. Specialized Equipment/Capabilities to Be Provided By Subcontractor i.e. video cameras
C. Scope of Work
Subcontractor shall furnish all personnel and materials to perform all of the duties and responsibilities described in the specifications, all in accordance with the scope described herein and the terms of this Subcontractor Agreement.
Description of Work to be Performed by Subcontractor (the “Project”):
Service: Event Staff
Project Name(s): Air Force – 2020
Project Fee: $10.25 hr
Dates/Term: September 12 – 15, 2020
Location: Gaylord National Harbor 201 Waterfront Drive Oxon Hill MD
Attire: Business Professional – Black slacks, long sleeved white shirt and closed toes –
No jeans, t-shirts, leggings, short sleeves, No sneakers
D. Additional Terms, Conditions and Representations
The Parties hereby acknowledge and agree to the following additional terms and conditions:
1. Subcontractor is an independent contractor and a subcontractor to the Client, e3 Personnel and its affiliated companies. If Subcontractor accepts a project, Subcontractor understands that any project can be terminated by the Client and/or e3 Personnel at any time for non-performance.
2. As to any and all fees due Subcontractor, as noted above, e3 Personnel shall pay Subcontractor on a “per Project” basis for all the services Subcontractor shall perform pursuant to this Agreement. The exact amount for the Project shall be agreed upon by e3 Personnel and Subcontractor prior to the Project being performed and noted above in this Agreement.
3. Subcontractor shall obtain and maintain any licenses, training, equipment, tools, transportation and/or any other required items to fulfill its obligations under this Agreement, and agrees to reimburse e3 Personnel for any efforts or expenditure it shall make, on behalf of Subcontractor, for such items upon demand by e3 Personnel. Subcontractor agrees and acknowledges that it is not an employee and as such Subcontractor is not entitled to any medical, unemployment benefits, or overtime, 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 from either the Client or 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 from e3 Personnel and/or the Client. Subcontractor shall obtain and maintain adequate general liability, personal injury, property damage, motor vehicle liability and worker’s compensation insurance covering its personnel, property and/or its contractors performing services under this Agreement. Such coverage shall be in at least the minimum amounts required by law and evidence of such coverage shall be provided immediately upon e3 Personnel’s request.
Nothing herein contained shall be construed to constitute the Parties hereto as partners or as joint venturers, or either as agent of the other, or as employer and employee. By virtue of the relationship described herein Subcontractor’s relationship to e3 Personnel during the Term of this Agreement shall only be that of an independent contractor and Subcontractor shall perform all of the services pursuant to this Agreement as an independent contractor. Subcontractor shall not provide any services under e3 Personnel’s business name and shall not present itself as an employee of e3 Personnel. Subject only to such specific limitations as are contained in this Agreement, the manner, means, details or methods by which Subcontractor performs its obligations under this Agreement shall be solely within the discretion of Subcontractor and no other.
4. Any deposit shall be returned in full to e3 Personnel should Subcontractor not perform all or part of the contracted service(s). Subcontractor hereby acknowledges and agrees that while contracted by e3 Personnel and for a period of three (3) years from the termination date of the Project (defined above), Subcontractor shall not directly or indirectly solicit, divert, take away or interfere with any of e3 Personnel’s customers for the purposes of inducing such customers to patronize another business that provides the same, or substantially the same, products or services as e3 Personnel provides for such customers. Furthermore, if a court deems any of the provisions of this Agreement unenforceable for any reason, then the court shall have the power to limit the time and scope thereof to the maximum allowable under applicable law, and e3 Personnel and Subcontractor agree that such court imposed limitation shall be Subcontractor’s exclusive remedy under this Agreement and the Agreement shall not be otherwise rendered unenforceable as a whole.
5. Subcontractor agrees to keep any and all information, materials, files, etc., gathered during this Project strictly confidential. Subcontractor shall not duplicate, utilize, disseminate or disclose (written, orally or otherwise) and shall return any such information, materials or files upon the termination or request 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. Also, Subcontractor shall designate an on-site supervisor from its personnel to monitor and record the hours of work by its personnel. A $75 accounting fee will be assessed to subcontractors requesting post event reports.
7. Subcontractor for its services under this Agreement shall be paid the above noted Project Fee thirty (30) days after e3 Personnel receives an acceptable detailed itemized invoice from Subcontractor (minus meal breaks and any non-returned and/or damaged e3 Personnel items and/or property). Subcontractor agrees that e3 Personnel may deduct from the Project Fee the replacement value of such items and any other amounts owed to the e3 Personnel hereunder without incurring any liability to Subcontractor. Notwithstanding anything contained herein to the contrary, Subcontractor shall be responsible for payment of its own taxes and all other required governmental payments, as they relate to the Project Fee. Subcontractor agrees to indemnify and hold harmless e3 Personnel and its Clients for any and all claims by the IRS and/or any state or other governmental entity relating to taxes and/or penalties due on the Project Fee. 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, then Subcontractor hereby acknowledges and agrees, that all payments to Subcontractor are gross payments, and as such Subcontractor is responsible for all income taxes and social security payments thereon.
8. (a) Subcontractor acknowledges that e3 Personnel has invested substantial time and expense to advertise for, screen, test and train its labor pool, including the temporary personnel and subcontractors supplied to Client by e3 Personnel. Therefore, Subcontractor agrees that neither Subcontractor nor any of its affiliates or associates shall, during the term of the contracted assignment and for a period of sixty (60) months from the last day of the assignment, hire such e3 Personnel temporary/subcontract personnel, directly or indirectly, either as an employee, vendor or independent contractor.
(b) In the event that Subcontractor or any of its affiliates or associates hire any e3 Personnel temporary personnel/subcontractor in contravention of the provisions of paragraph 8(a) above, Subcontractor shall pay e3 Personnel as liquidated damages, and not as a penalty, an amount equal to 30% of the projected annual salary or earnings (or anticipated earnings) to be paid to said personnel/subcontractor during the first 12 months of his or her engagement. If e3 Personnel has reasonable information to believe that Subcontractor has hired any such personnel in contravention of this section 8, e3 Personnel shall have the right, during regular business hours, to examine Subcontractor’s personnel/subcontractor records (including payroll) to determine whether such employment has in-fact occurred. Furthermore, if a court deems any of the provisions of this Agreement unenforceable for any reason, then the court shall have the power to limit the time and scope thereof to the maximum allowable under applicable law, and e3 Personnel and Subcontractor agree that such court imposed limitation shall be Subcontractor’s exclusive remedy under this Agreement and the Agreement shall not be otherwise rendered unenforceable as a whole.
9. 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.
10. The terms of this Agreement and any and all disputes arising under this Agreement shall be governed by the laws of the State of Delaware. Subcontractor agrees to resolve employment disputes on an individual basis and agrees to refrain from pursuing or joining any class or collective actions in conjunction with other subcontractors or with employees of the Company.
Subcontractor hereby acknowledges and agrees that any and all claims, disputes and/or controversies arising under or in connection with this Agreement shall be settled by binding arbitration, under the auspices of the American Arbitration Association, located in Wilmington, Delaware and conducted in accordance with the commercial rules of the American Arbitration Association then in effect. Judgment may be entered on the award of the arbitrators in any court having jurisdiction. Any determination by the arbitrator shall be consistent with the provisions of this Agreement as set forth herein.
11. Notices – Any and all notices to be sent under this Agreement shall be sent by United States certified mail or overnight courier to the addresses for e3 Personnel, Client, and Subcontractor, as indicated in this Agreement.
12. This Agreement constitutes the entire agreement between the parties. Any amendments to this Agreement shall be in writing and signed by the party against whom enforcement of any waiver, change or modification or discharge is sought.
13. 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, including any video, photograph, brochure, sign or other information relating to this project, to any social media site, including, but not limited to, Facebook, Twitter, Pinterest, or to any other internet site. This provision shall continue and remain in effect for a period of 60 months following termination of this Agreement for any reason whatsoever.
14. Subcontractor agrees to not make disparaging remarks online or in print about the Company or e3 Personnel during and after engagement with the Company.
15. Subcontractor acknowledges that Subcontractor is expressly prohibited from recording, videotaping or photographing at events.
16. In any action brought under this Agreement, the prevailing party will be entitled to the costs of action, including reasonable attorney fees.
17. If any provision of this Agreement is held or deemed to be invalid or unenforceable to any extent when applied to any person or circumstance, the remaining provisions hereof and the enforcement of such provision to other persons or circumstances, or to any other extent shall not be effected thereby, and each provision hereof shall be enforced to the fullest extent allowed by law.
18. This Agreement may be executed in two or more counterparts, each of which shall constitute an original Agreement, but all of which together shall constitute one and the same instrument.
19. Any waiver by either party of a breach or violation of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. No waiver shall be binding unless executed in writing.
20. All the obligations of Subcontractor imposed by this Agreement, especially those that by their nature should survive, shall survive any voluntary or involuntary termination or expiration and thereafter shall remain binding upon and enforceable against Subcontractor.
21. (a) Subcontractor represents, warrants and covenants that: (i) Subcontractor is free to enter this Agreement and that Subcontractor has not made any agreement or has any obligations inconsistent with Subcontractor’s duties pursuant to this Agreement; (ii) Subcontractor has the experience and ability to fulfill its obligations hereunder to e3 Personnel’s satisfaction and will do so with due skill and care; and (iii) Subcontractor will abide by e3 Personnel’s and its Client’s workplace and security rules and regulations.
(b) Subcontractor agrees to indemnify and hold e3 Personnel harmless from any and all claims, actions, costs, expenses, judgments and reasonable attorneys’ fees incurred in connection with any legal proceeding commenced against e3 Personnel based upon (i) a breach by Subcontractor of the representations, warranties and covenants contained in this Agreement; (ii) Subcontractor’s activities outside the scope of this Agreement; (iii) Subcontractor’s willful acts or omissions or negligence, including but not limited to misrepresentation, negligent entrustment, and apparent authority; (iv) failure to properly pay taxes imposed on its compensation hereunder or otherwise; or (v) claims by any and all third parties as they may relate to Subcontractor’s acts, omissions or negligence in any other capacity, including but not limited to failure to pay wages to its employees, sexual harassment, discrimination and retaliation. e3 Personnel may offset against any sums due to Subcontractor hereunder, any amounts due to e3 Personnel pursuant to the foregoing indemnity.
(c). Subcontractor is aware of the existence of the risk on my physical appearance to the venue and my 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.
22. This Agreement contains the entire agreement of the parties with respect to the subject matter of the Agreement. This Agreement supersedes any prior agreements, understandings, or negotiations, whether written or oral. This Agreement can only be amended through a written document formally executed by all parties.
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 above.
|___________________________________Representative for e3 Personnel ___________________________________Signature for e3 Personnel ___________________________________Today’s Date||___________________________________Representative of Authorized Representative For National Capital Area Teen Challenge ___________________________________Signature and Title of Authorized Representative ___________________________________Today’s Date For National Capital Area Teen Challenge ___________________________________Today’s Date|
Project: Air Force – 2020
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