INDEPENDENT CONTRACTOR AGREEMENT
(CONTRACTOR)
THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into this __ day of _______, 200__ ("Effective
Date"), by and between ASAP Staffing, L.L.C. ("Company"), and
corporation (referred to collectively as the "Parties").1
For and in consideration of the mutual covenants described below, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Parties agree:
1 Acknowledgments. Contractor acknowledges that:
(a) during Contractor's engagement with the Company,
Contractor and certain of its employees and agents
will have access to Confidential Information, Trade
Secrets, and information concerning the Company
and Clients of the Company;
(b) the Trade Secrets and Confidential Information,
and the relationship between the Company and its
Clients, are valuable assets of the Company and/or
the Client and may not be used for any purpose
other than the Company's and/or the Client’s
business; and
(c) the restrictions contained in this Agreement are
reasonable and necessary to protect the legitimate
business interests of the Company.
2 Services. Contractor agrees to provide qualified
Assigned Employees to perform the services set forth on
the Statement of Work incorporated by reference and
attached as Exhibit B ("SOW") and as may from time to
time be designated by Company and agreed to by
Contractor (“the Services”); provided that such additional
services shall be incorporated herein by the Parties
properly executing an additional SOW and attaching such
SOW to this Agreement. If any services, functions or
responsibilities not specifically described in this Agreement
(or any affixed SOW) are required for the proper
performance and provision of the Services and are
reasonably related to the Services defined herein, they
shall be deemed to be implied by and included within the
Services to the same extent and in the same manner as if
specifically described in this Agreement (or any affixed
SOW).
3 Compensation. Company shall pay Contractor upon
the terms described in Exhibit B (or any affixed SOW);
provided, however, Contractor shall invoice Company on a
monthly basis for the Services rendered during the
preceding monthly period (the “Invoiced Amount”).
Company shall pay the Invoiced Amount within five (5)
business days of receipt of payment for such Services from
the Client. In the event that Company is not paid by the
Client for the Services, or any portion thereof, then
Contractor acknowledges and agrees that the only amount
it shall receive from Company is the amount the Client pays
Company, if any, for the Services and that Contractor shall
have no recourse against Company for non-payment.
1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the "Definitions" Section of Exhibit A. Exhibit A is incorporated by
reference and is included in the Definition of "Agreement."
("Contractor"), a
4 Term and Termination. Unless otherwise stated in
Exhibit B (or any later affixed SOW), the term of this
Agreement shall begin and end as described in this
paragraph. In the event that the Services are provided to
Company on a fixed fee, project basis, then the term of this
Agreement shall be the time required for the full completion of
such Services. In the event that the Services are provided to
Company on a basis other than a fixed fee, project basis, then
the term shall be determined by the Parties, provided that
such term shall not exceed one year. Notwithstanding the
foregoing, Company may terminate this Agreement at any
time with or without cause or advance notice to Contractor.
Contractor may terminate this Agreement at any time with or
without cause; provided, however, Contractor shall provide
Company thirty (30) days prior written notice of its intent to
terminate this Agreement. Any products and/or Services
provided by Contractor to the Company after termination of
this Agreement and paid for by the Company shall also be
governed by the terms and conditions of this Agreement.
Upon termination of this Agreement for any reason,
Contractor shall return immediately to the Company all
documents, property, and other records of the Company or its
Clients, including all copies or extracts thereof, within
Contractor's possession, custody or control, including but not
limited to any materials containing any Trade Secrets or
Confidential Information. All post-termination obligations
contained herein shall survive the termination of this
Agreement.
5 Ownership. The Services may include inventing in
areas directly or indirectly related to the business of the
Company or to a line of business that the Company may
reasonably be interested in pursuing. All Work Product
shall constitute work made for hire. If (i) any of the Work
Product may not be considered work made for hire, or (ii)
ownership of all right, title, and interest in and to the Work
Product will not vest exclusively in the Company, then,
without further consideration, Contractor assigns all
presently existing Work Product to the Company, and
agrees to assign, and automatically assigns, all future Work
Product to the Company.
The Company will have the right to obtain and hold in its
own name copyrights, patents, design registrations,
proprietary database rights, trademarks, rights of publicity,
and any other protection available in the Work Product. At
the Company's request, Contractor agrees to perform,
during or after Contractor's engagement with the Company,
any acts to transfer, perfect and defend the Company's
1219631 IC (Georgia)
ownership of the Work Product, including, but not limited to:
(i) executing all documents (including a formal assignment
to the Company) for filing an application or registration for
protection of the Work Product (an "Application"), (ii)
explaining the nature of the Work Product to persons
designated by the Company, (iii) reviewing Applications and
other related papers, or (iv) providing any other assistance
reasonably required for the orderly prosecution of
Applications.
Contractor agrees to provide the Company with a written
description of any Work Product in which Contractor is
involved (solely or jointly with others) and the
circumstances surrounding the creation of such Work
Product.
6 License. During Contractor's engagement and after
Contractor's engagement with the Company ends,
Contractor grants to the Company an irrevocable,
nonexclusive, worldwide, royalty-free license to: (i) make,
use, sell, copy, perform, display, distribute, or otherwise
utilize copies of the Licensed Materials, (ii) prepare, use
and distribute derivative works based upon the Licensed
Materials, and (iii) authorize others to do the same, but only
on behalf of the Company. Contractor shall notify the
Company in writing of any Licensed Materials Contractor
delivers to the Company.
7 Trade Secrets and Confidential Information.
(a) Contractor represents and warrants that:
(i) neither Contractor nor any Assigned Employee is
subject to any legal or contractual duty or
agreement that would prevent or prohibit
Contractor or any Assigned Employee from
providing Services for the Company or
complying with this Agreement, and
(ii) neither Contractor nor any Assigned Employee is
in breach of any legal or contractual duty or
agreement, including any agreement concerning
trade secrets or confidential information owned
by any other party.
(b) neither Contractor nor any Assigned Employee will:
(i) use, disclose, or reverse engineer the Trade
Secrets or the Confidential Information for any
purpose other than the Company's Business,
except as authorized in writing by the Company;
(ii) during Contractor's engagement with the
Company, use, disclose, or reverse engineer (a)
any confidential information or trade secrets of
any third party, or (b) any works of authorship
developed in whole or in part by Contractor or
any Assigned Employee for any third party,
unless authorized in writing by the third party; or
(iii) upon the termination of Contractor's
engagement with the Company, (a) retain Trade
Secrets or Confidential Information, including
any copies existing in any form (including
electronic form) which are in Contractor's or any
Assigned Employee’s possession or control, or
(b) destroy, delete, or alter the Trade Secrets or
Confidential Information without the Company's
prior written consent.
(c) The obligations under this Agreement shall:
(i) with regard to the Trade Secrets, remain in
effect as long as the information constitutes a
trade secret under applicable law; and
(ii) with regard to the Confidential Information,
remain in effect until three years after the end of
Contractor’s engagement with the Company.
(d) The confidentiality, property, and proprietary rights
protections available in this Agreement are in addition
to, and not exclusive of, any and all other rights to
which the Company is entitled under federal and
state law, including, but not limited to, rights provided
under copyright laws, trade secret and confidential
information laws, and laws concerning fiduciary
duties.
8. Warranties. Contractor warrants that Contractor has full
right and power to enter into this Agreement, and each
Assigned Employee has the authority, capacity and skill level
required to perform the Services; that the deliverables that
Contractor will provide to the Company, including, but not
limited to, the Services, materials, and computer programs
(the “Deliverables”), will be original; that the Deliverables will
not contain any libelous or otherwise unlawful material or
violate any copyright, trademark, patent, or other intellectual
property right; and that the Deliverables will not violate any
personal or proprietary right of any person or entity.
9. Contractor's Employees. Contractor acknowledges and
agrees that during the term of this Agreement each Assigned
Employee, whether or not the Services are being performed
on the property of Company, and regardless of the nature of
the task being performed, are exclusively employed or
engaged, as the case may be, by Contractor and not
Company. Contractor acknowledges that Company has no
responsibility to compensate any Assigned Employee,
provide workers’ compensation insurance coverage for any
Assigned Employee, provide employee benefits to any
Assigned Employee, or pay any applicable employment
taxes with respect to any Assigned Employee. Contractor
agrees to compensate each Assigned Employee in
accordance with the Fair Labor Standards Act and other
applicable law, to provide workers’ compensation insurance
coverage and any other benefits required by law for each
Assigned Employee, and to pay all applicable employment
taxes with respect to each Assigned Employee. It is agreed
that each Assigned Employee is exclusively employed or
engaged, as the case may be, by Contractor and not jointly
with Company.
Contractor acknowledges and agrees that each Assigned
Employee is not subject to any legal or contractual duty or
agreement that would prevent or prohibit such Assigned
Employee from performing Services or complying with this
Agreement. Further, Contractor acknowledges and agrees
1219631 IC (Georgia)
that Contractor has satisfactorily verified the following
information for each Assigned Employee prior to the date
such Assigned Employee is assigned to the Company (the
“Verification”):
(a) Driver’s license;
(b) Work History;
(c) Criminal Background;
(d) Drug Testing;
(e) Credit;
(f) Education background;
(g) Insurance Coverage; and
(h) Authorization to work in the United States.
((a) – (h) each a “Verified Item”). Contractor shall provide
proof of Verification for each Assigned Employee prior to the
date such employee or agent is assigned to the Company by
providing Company with a photocopy of each Verified Item.
Contractor shall perform such Verification in full compliance
with the Fair Credit Reporting Act and any comparable state
law. Contractor acknowledges and agrees that Contractor
shall be liable for any damages directly or indirectly arising
from Contractor’s failure to satisfactorily complete the
Verification, including, but not limited to, fines imposed by a
Client on the Company by reason of failure to satisfactorily
complete the Verification. Further, Contractor shall provide
Company with written certification, as set forth in Exhibit D,
on the Effective Date and on each anniversary thereafter,
acknowledging that each Assigned Employee is authorized
to work in the United States and meets employment
eligibility requirements under the Immigration Reform and
Control Act of 1986.
Prior to and as a condition to any Assigned Employee
performing Services, each Assigned Employee shall execute
the Covenants Agreement attached as Exhibit C. A copy of
all properly executed Covenants Agreements shall be
delivered to Company on or before the date such Assigned
Employee performs any Services under the terms of this
Agreement.
If an individual is identified by Contractor and approved by
Company to become an Assigned Employee, but such
individual does not become an Assigned Employee for any
reason (a breach), then Contractor and Company
acknowledge and agree that (i) it will be difficult to calculate
the precise amount of damages for the breach with
reasonable certainty, (ii) Contractor and Company intend to
provide for an award of damages to Company (not as a
penalty) resulting from Contractor's breach, and (iii)
Contractor and Company have stipulated to a sum which is a
reasonable pre-estimate of the probable loss to Company
should Contractor breach this provision. As a result, the
Parties have jointly determined that, in the event of such a
breach, a reasonable pre-estimate of Company's damages
shall be equal to two weeks Contractor bill rate for a breach of
the Notice. The rights and remedies of the Company
contained in this paragraph shall not be limited by any other
rights or remedies that the Company may have, whether at
law, in equity, by contract or otherwise, including any and all
rights or remedies that may exist under this Agreement, all of
which shall be cumulative (and not alternative).
10. Compliance with Laws. Contractor shall use
Contractor's best efforts and shall devote, and shall cause its
Assigned Employees to devote, such time, attention,
knowledge, and skills as shall be necessary to perform the
Services to be provided to or for Company under this
Agreement. This Agreement is subject to, and Contractor
hereby agrees to and shall cause its Assigned Employees to,
fully observe and comply with, all applicable local, state and
federal laws and all regulations and orders of any government
or governmental agency or department including, but not
limited to, Occupational Safety and Health Act, in the
performance of the Services to be furnished.
11. Identity of Contractor. Contractor acknowledges the
nature of the Services to be provided under this Agreement
and the importance to Company of the reputation, skill,
judgment and competency of all individuals and entities
associated with Company. Company reserves the right to
replace or discontinue its association with any individual or
entity at any time, in whole or in part, within Company's sole
discretion. This Agreement is not assignable or otherwise
transferable by Contractor and Contractor does not have the
right to subcontract without Company's prior written consent.
Contractor warrants that Contractor and the Assigned
Employees will provide all Services in a professional,
responsible and capable manner, consistent with the highest
level of industry standards. While providing Services
hereunder, Contractor further warrants and represents that
Contractor and the Assigned Employees will comply with the
rules and regulations governing Contractor's and the Assigned
Employee’s conduct as established by Company and
communicated to Contractor from time to time, including, but
not limited to, the following:
(i) neither Contractor nor any Assigned Employee will
unlawfully infringe upon the intellectual property
rights of third parties;
(ii) neither Contractor nor any Assigned Employee will
unlawfully use or disclose the trade secrets or
proprietary information of third parties;
(iii) neither Contractor nor any Assigned Employee will
utilize any program belonging to Company or Client
without Company's or Client’s permission;
(iv) neither Contractor nor any Assigned Employee will
utilize any third-party program without the prior
consent of Company and the right to do so;
(v) neither Contractor nor any Assigned Employee will
discriminate, joke, condone stereotypes or engage in
other prejudicial or offensive behavior, on the basis of
sex, age, religion, race, color, national origin,
disability, or any other category protected by law;
(vi) neither Contractor nor any Assigned Employee will
engage in unwelcome sexual advances to any
individual, including, without limitation, verbal and
physical conduct; and
(vii) Contractor will notify Company in writing of any
potential or actual conflict of interest between (a)
Contractor or any Assigned Employee, and (b)
Company.
1219631 IC (Georgia)
12. Indemnification.
(a) Contractor shall indemnify, defend and hold harmless
Company, its officers, directors, agents, employees,
successors and assigns from and against any and all
actions, causes of action, claims, liabilities, losses,
damages, costs and expenses, including reasonable
attorneys' fees, for any loss, damage, destruction of
or damage to any tangible property, or for bodily
injury, sickness, disease or death sustained by any
person (including employees or agents of Company,
Contractor and any Client), if such loss, damage,
destruction, injury, sickness, disease or death arose
out of or was in any way connected with the Services
provided under this Agreement or with the
performance of or failure to perform the Services
under this Agreement by Contractor and/or the
Assigned Employees, whether or not such loss,
damage, destruction, injury, sickness, disease or
death was caused in part by the negligence of
Contractor, Company and/or the Assigned
Employees. The duty to defend includes the duty to
pay reasonable attorneys' fees incurred by Company
for counsel of Company’s choice in the defense of
such claims, and the duty to indemnify includes the
duty to pay any award imposed by an administrative
agency or judgment, or any amount reached by way
of settlement.
(b) Contractor agrees to defend, indemnify and hold
harmless Company from any claims made by
employees or agents of Company, Contractor or
Client arising from any actions, conduct or omissions
of Contractor or the Assigned Employees, including,
but not limited to, charges of discrimination brought
under the Equal Employment Opportunity
Commission, claims brought before a Workers
Compensation Board (or similar department,
commission or bureau), claims and losses alleging
failure to comply with federal and state wage and
hour laws, wrongful termination, discrimination, denial
of due process or other labor-related causes of
action resulting from employee conduct, hiring,
discipline, or termination. Contractor shall also
defend and indemnify Company from claims of
sexual or other harassment made by any employee
or agent of Company, Contractor or any Client
arising from any action, conduct or omissions of
Contractor or the Assigned Employees. The duty to
defend includes the duty to pay reasonable attorneys'
fees incurred by Company for counsel of the
Company’s choice in defending such actions, and the
duty to indemnify includes the duty to pay any award
imposed by an administrative agency or judgment, or
any amount reached by way of settlement.
(c) Contractor agrees to indemnify or hold harmless
Company from and against any and all losses,
damages, penalties, costs and expenses, including
legal and accounting fees incurred or suffered by
Company which result from or arise out of any
federal or state income tax withholding liability or
taxes arising under the Federal Insurance
Contributions Act or under the Federal
Unemployment Tax Act, or similar federal or state
tax, resulting from this Agreement. A duty to defend
includes the duty to pay reasonable attorneys' fees
incurred by Company for counsel of the Company’s
choice in defending such actions, and the duty to
indemnify includes the duty to pay any award
imposed by an administrative agency or judgment, or
any amount reached by way of settlement.
(d) Contractor shall fully reimburse Company, based on
replacement value, for any damages, including loss
of use to property, which may arise out of or in
connection with the Services provided under this
Agreement which are caused, in whole or in part, by
Contractor.
13. Client Non-Solicitation. During the Restricted Period,
Contractor will not directly or indirectly solicit any Client of
the Company for the purpose of selling or providing any
product lines or service lines competitive with the
Business. The restrictions set forth in this paragraph 13
apply only to Clients with whom Contractor had Contact.
during the term of its engagement. Nothing in this
paragraph 13 shall be construed to prohibit Contractor
from soliciting any Client of the Company for the
purpose of selling or providing any product lines or
service lines competitive with the Business: (i) which
Contractor never sold or provided while engaged by the
Company; (ii) to a Client that explicitly severed its
business relationship with the Company unless
Contractor, directly or indirectly, caused or encouraged
the Client to sever the relationship; or (iii) which
product line or service line the Company no longer
offers.
14. Prospective Client Non-Solicitation. During the
Restricted Period, Contractor will not, directly or indirectly,
solicit any Prospective Clients of the Company for the
purpose of selling or providing any product lines or service
lines competitive with the Business. The restrictions set
forth in this paragraph 14 apply only to Prospective Clients
with whom Contractor had Contact during the last year of
its engagement with the Company (or during Contractor's
engagement if engaged less than a year). Nothing in this
paragraph 14 shall be construed to prohibit Contractor from
soliciting any Prospective Client of the Company for the
purpose of selling or providing any product lines or service
lines competitive with the Business which the Company no
longer offers.
15. Employee Non-Recruit. During the Restricted Period,
Contractor will not directly or indirectly solicit, recruit, or
induce any Employee to (i) terminate his or her employment
relationship with the Company, or (ii) work for any other
person or entity engaged in the Business. The restrictions
set forth in this paragraph 15 shall apply only to
Employees with whom Contractor had Material
Interaction
16. Services For A Client. For a period of one (1) year
after Contractor’s work on a job or assignment for the Client
identified in Exhibit B ends (the “Specific Client”),
Contractor covenants and agrees not to directly or indirectly
perform services for the Specific Client.
1219631 IC (Georgia)
17. Non-Disclosure of Client or Prospective Client
Information. During the Restricted Period, Contractor will
not, except as authorized by the Company, divulge or make
accessible to any person or entity (i) the names of Clients
or Prospective Clients, or (ii) any information contained in
Client's or Prospective Client's accounts.
18. Injunctive Relief. If Contractor breaches paragraphs
7, 13, 14, 15, 16 or 17 of this Agreement, Contractor agrees
that:
the Company would suffer irreparable harm;
(a) it would be difficult to determine damages, and
money damages alone would be an inadequate
remedy for the injuries suffered by the Company;
and
(b) if the Company seeks injunctive relief to enforce
this Agreement, Contractor will waive and will not
(i) assert any defense that the Company has an
adequate remedy at law with respect to the breach,
(ii) require that the Company submit proof of the
economic value of any Trade Secret or
Confidential Information, or (iii) require the
Company to post a bond or any other security.
Nothing contained in this Agreement shall limit the
Company's right to any other remedies at law or in equity.
19. Independent Enforcement. The covenants set forth
in paragraphs 7, 13, 14, 15, 16, and 17 of this Agreement
shall be construed as agreements independent of any other
agreements or any other provision in this Agreement, and
the existence of any claim or cause of action by Contractor
against the Company, whether predicated on this
Agreement or otherwise, regardless of who was at fault and
regardless of any claims that either Contractor or the
Company may have against the other, shall not constitute a
defense to the enforcement by the Company of the
covenants set forth in paragraphs 7, 13, 14, 15, 16, and 17
of this Agreement. The Company shall not be barred from
enforcing the restrictive covenants set forth in paragraphs
7, 13, 14, 15, 16, and 17 of this Agreement by reason of
any breach of any other part of this Agreement or any other
agreement with Contractor.
20. Relationship of Parties. Contractor acknowledges that
Contractor is performing the Services as an independent
contractor and that Contractor is fully responsible for
Contractor's own federal, state and local taxes and that, as an
independent contractor, neither Contractor nor any Assigned
Employee is eligible to participate in any employee benefit
program offered by Company to its employees or agents.
Contractor agrees and represents that Contractor holds or
has applied for a federal employer identification number.
Contractor further understands and agrees that neither
Contractor nor any of the Assigned Employees are covered
under Company's worker's compensation insurance or state
unemployment insurance coverages. Contractor expressly
represents that it is an independent contractor under the laws
of the United States and the common law and acknowledges
that Company is relying upon this representation. It is
understood that Contractor maintains a separate and
independent business. Subject to the provisions of this
Agreement, Contractor may work on projects for entities
other than Company during or after the term of this
Agreement at Contractor’s election. However, Contractor
will use its best efforts to ensure the timely and proper
completion of the Services. Company and Contractor
acknowledge and agree that this Agreement does not
constitute or appoint Contractor or any Assigned Employee as
an agent of Company for any purpose whatsoever.
Contractor and the Assigned Employees are prohibited from
acting as, or holding it or themselves out as, an agent of the
Company.
21. Insurance. Contractor shall purchase and maintain:
(a) Workers' compensation insurance covering
Contractor and each of its Assigned Employees
with the greater of (i) a minimum of $1,000,000
coverage, or (ii) an amount sufficient to comply
with applicable laws;
(b) General liability insurance, including (i) contractual
liability coverage for liability assumed under this
Agreement; and (ii) employment practices liability,
with policy limits of not less than $1,000,000 per
occurrence;
(c) Errors & Omissions insurance covering Contractor
and each of its Assigned Employees with a minimum
of $1,000,000 coverage; and
(d) Such other insurance as may be reasonably
required by Company and/or by local, state or
federal governments or regulatory authorities.
For all the policies listed above, Contractor shall also
arrange for Company to be named as an additional insured
and shall require that Company receive written notification
not less than thirty (30) days prior to a cancellation or
modification of the coverage provided under the policies.
The insurance described in the preceding paragraphs shall
be maintained throughout the term of this Agreement. Prior
to commencing any work under this Agreement, Contractor
shall provide Company with separate certificates of
insurance evidencing the existence of adequate coverage
for the insurance described in the preceding paragraph and
naming Company as an additional insured.
22. Attorneys' Fees. In the event of litigation relating to
this Agreement, the Company shall, if it is the prevailing
party, be entitled to recover attorneys' fees and costs of
litigation in addition to all other remedies available at law or
in equity.
23. Entire Agreement. This Agreement, including Exhibits
A, B, C and D which are incorporated by reference,
constitutes the entire agreement between the Parties
concerning the subject matter of this Agreement. This
Agreement supersedes any prior communications,
agreements or understandings, whether oral or written,
between the Parties relating to the subject matter of this
Agreement.
24. Governing Law. The laws of the State of Georgia
shall govern this Agreement. If Georgia's conflict of law
1219631 IC (Georgia)
rules would apply another state's laws, the Parties agree
that Georgia law shall still govern.
25. Consent to Jurisdiction and Venue. Contractor
agrees that any claim arising out of or relating to this
Agreement shall be brought in a state or federal court of
competent jurisdiction in Georgia. Contractor consents to
the personal jurisdiction of the state and/or federal courts
located in Georgia. Contractor waives (i) any objection to
jurisdiction or venue, or (ii) any defense claiming lack of
jurisdiction or improper venue, in any action brought in
such courts.
26. Severability. The provisions of this Agreement are
severable. If any provision is determined to be invalid,
illegal, or unenforceable, in whole or in part, the remaining
provisions and any partially enforceable provisions shall
remain in full force and effect.
27. Waiver. The Company's failure to enforce any
provision of this Agreement shall not act as a waiver of that
or any other provision. The Company's waiver of any
breach of this Agreement shall not act as a waiver of any
other breach.
IN WITNESS WHEREOF, the Parties have executed this Agreement and affixed their seals as of the Effective Date.
[CONTRACTOR]
By: ______________________________________(SEAL)
Title: _________________________________________
Date:
Address:
Federal Tax I.D. No.:
28. Amendments. This Agreement may not be amended
or modified except in writing signed by both Parties.
29. Successors and Assigns. This Agreement shall be
assignable to, and shall inure to the benefit of, the
Company's successors and assigns, including, without
limitation, successors through merger, name change,
consolidation, or sale of a majority of the Company's stock
or assets, and shall be binding upon Contractor. Contractor
shall not have the right to assign Contractor's rights or
obligations under this Agreement. The covenants contained
in this Agreement shall survive cessation of Contractor's
engagement with the Company, regardless of who causes
the cessation or the reason for cessation.
30. No Strict Construction. If there is a dispute about the
language of this Agreement, the fact that one Party drafted
the Agreement shall not be used in its interpretation.
31. Execution. This Agreement may be executed in one
or more counterparts, including, but not limited to,
facsimiles. Each counterpart shall for all purposes be
deemed to be an original, and each counterpart shall
constitute this Agreement.
ASAP STAFFING, L.L.C.
By: ______________________________________(SEAL)
Title:_________________________________________
Date:_________________________________________
Address:
3885 Holcomb Bridge Road
Norcross, GA 30092
1219631 IC (Georgia)
 EXHIBIT A

DEFINITIONS
A. “Assigned Employee” means any agent or employee of Contractor (i) assigned to the Company by Contractor
pursuant to the terms of this Agreement, or (ii) performing services for the Company for or on behalf of Contractor
pursuant to the terms of this Agreement.
B. Option 1 (Call Center)
“Business” shall mean the business of providing call center services in the technology information area.
Option 2 (Technical Writing department)
“Business” shall mean the business of providing technical writing services in the technology information area.
Option 3 (System Administrator)
“Business” shall mean the business of providing system administration services in the technology information area.
Option 4 (Project Manager)
“Business” shall mean the business of providing project management services in the technology information area.
Option 5 (Tester)
“Business” shall mean the business of providing testing services in the technology information area.
Option 6 (Quality Assurance)
“Business” shall mean the business of providing quality assurance services in the technology information area.
Option 7 (Developers)
“Business” shall mean the business of providing systems integration, custom application design and development, and
computer programming services in the technology information area.
C. “Client” shall mean any person or entity to whom the Company has sold its products or services.
D. "Confidential Information" means information of the Client and/or the Company, to the extent not considered a Trade
Secret under applicable law, that (i) relates to the business of the Client and/or the Company, (ii) possesses an element
of value to the Client and/or the Company, (iii) is not generally known to the Client’s competitors and/or the Company's
competitors, and (iv) would damage the Client and/or the Company if disclosed. Confidential Information includes, but
is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products, future
products or equipment of the Client and/or the Company, (iii) communication systems, audio systems, system designs
and related documentation, (iv) advertising or marketing plans, (v) information regarding independent contractors,
employees, clients and customers of the Client and/or the Company, and (vii) information concerning the Client and/or
the Company's financial structure and methods and procedures of operation. Confidential Information shall not include
any information that (i) is or becomes generally available to the public other than as a result of an unauthorized
disclosure, (ii) has been independently developed and disclosed by others without violating this Agreement or the legal
rights of any party, or (iii) otherwise enters the public domain through lawful means.
E. “Contact” means any interaction with a Client or Prospective Client which takes place in an effort to perform services on
behalf of the Company or to establish, maintain, and/or further a business relationship on behalf of the Company.
F. “Employee” means any person who (i) is employed or engaged by the Company at the time Contractors engagement with
the Company ends, or (ii) was employed or engaged by the Company during the last year of Contractor's engagement with
the Company (or during Contractor's engagement if engaged less than a year).
G. "Licensed Materials" means any materials that Contractor or the Assigned Employees utilize for the benefit of the Company,
or delivers to the Company or the Company’s Clients, which (i) do not constitute Work Product, (ii) are created by
Contractor and/or the Assigned Employees or of which Contractor and/or the Assigned Employees are otherwise in
lawful possession, and (iii) Contractor and/or the Assigned Employees may lawfully utilize for the benefit of, or distribute to,
the Company or the Company's Clients.
A. "Material Interaction" means any interaction with an Employee which relates or related, directly or indirectly, to the
performance of Contractor's services or the Employee's duties for the Company.
B. “Prospective Customer” means any person or entity to whom the Company has solicited to sell its products or services.

1205755 IC (Georgia)
C. "Restricted Period" means the time period during Contractor's engagement with the Company, and for one (1) year
after Contractor's engagement with the Company ends.
D. "Trade Secrets" means information of the Client and/or the Company, and their licensors, suppliers, clients and
customers which is not commonly known or available to the public and which information (i) derives actual or
potential economic value from not being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Trade Secrets include, but are not limited to, technical
or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans, or a list of actual or potential Clients, customers or
suppliers.
E. "Work Product" means (a) any data, databases, materials, documentation, computer programs, inventions (whether or not
patentable), designs, and/or works of authorship, including but not limited to, discoveries, ideas, concepts, properties,
formulas, compositions, methods, programs, procedures, systems, techniques, products, improvements, innovations,
writings, pictures, audio, video, images of Contractor, and artistic works, and (b) any subject matter protected under patent,
copyright, proprietary database, trademark, trade secret, rights of publicity, confidential information, or other property rights,
including all worldwide rights therein, that is or was conceived, created or developed in whole or in part by Contractor or any
Assigned Employee during any period Contractor or any Assigned Employee has been providing services for or on behalf of
the Company, whether prior to or after the date of this Agreement, and that either (i) is created within the scope of the
Services, (ii) is based on, results from, or is suggested by the Services and is directly or indirectly related to the business of
the Company or a line of business that the Company may reasonably be interested in pursuing, (iii) has been or will be paid
for by the Company, or (iv) was created or improved in whole or in part by using the Company's time, resources, data,
facilities, or equipment.
 EXHIBIT D

Assigned Employee Certification

Contractor certifies that: (i) each Assigned Employee is authorized to work in the United States and meets all employment
eligibility requirements under the Immigration Reform and Control Act of 1986, (ii) it will not permit any Assigned Employee to
perform Services for Company unless Contractor has first obtained a completed I-9 from such Assigned Employee; (iii) if at any
time during the term of this Agreement Contractor is aware that an Assigned Employee is not authorized to work in the United
States or that an Assigned Employee does not meet all employment eligibility requirements under the Immigration Reform and
Control Act of 1986, then Contractor shall immediately remove such Assigned Employee from the premises of Company and/or
Company’s Client, as the case may be, and shall prohibit such Assigned Employee from performing Services for Company
and/or any of Company’s Clients.

[insert Contractor’s name]

(print name) X____________________________

(signature) X____________________________

(title) X____________________________

(date) X____________________________