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Nearby Standard Terms

Last modified: October 03, 2026

These Standard Terms are part of your Service Agreement with Superior Biz Solutions LLC, d/b/a Nearby. Your Service Agreement covers your rates, start date, and key terms. This page covers the rest. Together they make up your full agreement with us. 

We may update these Terms. Any update is sent to the notice email on your Service Agreement and takes effect 30 days after delivery, as set out in Section 18.

1. SERVICES PROVIDED

Contractor shall make the services of one or more Service Providers available to Client in accordance with this Agreement and as requested by Client and consented to by Contractor; provided, however, that notwithstanding the foregoing Contractor shall be solely responsible for each Service Provider’s supervision, direction, and control. In furtherance (and without limiting the generality) of the foregoing, Client hereby agrees to engage Contractor to provide Client with the following managed staffing services:

  1. Solicitation and hiring by Contractor of Service Providers who shall then be made available to Client in accordance with this Agreement, based upon the tasks and job descriptions provided to Contractor by Client from time to time and mutually agreed-upon by Client and Contractor (each such description, upon being mutually agreed-upon by Client and Contractor as aforesaid, a “Job Description”);
  2. Supervision of Service Provider time via computer monitoring software;
  3. To the extent possible (in Contractor’s discretion), facilitation of the solicitation and hiring by Contractor of additional Service Providers when Client requests additional Service Provider expertise;
  4. Any and all contact information requests relating to the Service Provider must be directed to Contractor and may be provided by Contractor to Client in Contractor’s sole discretion.
  5. If Client seeks assignment of 2 or more Service Providers, Contractor shall provide an oversight officer designated by Contractor to audit the performance of such Service Providers (the “Performance Manager”); and
  6. Compensation for services provided by a Performance Manager shall be billed to Client as follows: Client shall be informed of the mandatory charge for Performance Manager services before engagement. This charge will not be on a full-time basis, but only as needed, and shall be inclusive of the specified Performance Management services outlined and mutually agreed upon between Contractor and Client in advance.

2. BILLING AND PAYMENT

    1. Engagement Retainer.
      1. Amount and Collection. Upon Client’s request for each Service Provider to be engaged under this Agreement, Client shall remit to Contractor the sum of one thousand dollars ($1,000) for each and every requested Service Provider (each, an “Engagement Retainer”). The Engagement Retainer is due upon Contractor’s issuance of a payment request and such funds must clear and be received by Contractor prior to the commencement of Contractor’s sourcing activities in respect of the applicable request. Contractor may decline to commence such activities unless and until the applicable Engagement Retainer has been received in full. Notwithstanding Section 2(c), the Engagement Retainer shall be payable by direct debit or ACH transfer only, and Contractor shall not accept credit card payment of any Engagement Retainer. Client shall be responsible for all bank fees, transfer fees, rejected-payment fees, and other charges associated with payment of the Engagement Retainer.
      2. Refund Upon Threshold. The Engagement Retainer is fully refundable upon the rendering of nine hundred sixty (960) cumulative billable hours by the Service Provider engaged on a full-time basis, or four hundred eighty (480) cumulative billable hours where such engagement is on a part-time basis (as applicable, the “Threshold”). Upon an applicable Service Provider reaching the Threshold, Contractor shall apply the applicable Engagement Retainer as a non-cash credit against Client’s next invoice, or, where Contractor reasonably determines that no further invoices are anticipated, shall return the Engagement Retainer to Client within thirty (30) days.
      3. Measurement of Hours. Each Service Provider’s billable hours shall be tracked and attributed separately on a per-Service-Provider basis. Cumulative billable hours toward the Threshold are measured from the Service Start Date of the applicable engagement. Accrued hours shall carry forward through any Service Provider replacement under Section 5 and shall not reset; provided, however, that accrual shall be suspended during any period in which no Service Provider is assigned to the applicable engagement. Where an engagement converts between full-time and part-time, accrued hours shall be converted to a pro rata percentage of the Threshold then in effect and such percentage shall carry forward against the Threshold applicable to the replacement Service Provider following conversion. Once the applicable Threshold has been reached and the Engagement Retainer credited or returned, any subsequent change in the basis of the engagement between full-time and part-time shall not require a new Engagement Retainer and shall not give rise to a new Threshold.
      4. Return of Engagement Retainer. Contractor shall return the applicable Engagement Retainer to Client in full within thirty (30) days of written request where: (A) Contractor does not present, within 45 days of delivery of Job Description, at least one candidate, who in the Contractor’s sole but reasonable judgement, matches the scope set forth in a fully completed Job Description applicable to the request; (B) prior to the applicable Threshold being reached, an engaged Service Provider ceases to render services and Contractor does not present, within 45 days of notice from Client, at least one candidate, who in the Contractor’s sole but reasonable judgement, matches the scope set forth in the applicable Job Description as a replacement; or (C) Contractor terminates the applicable engagement or this Agreement for convenience prior to the applicable Threshold being reached.
      5. Cancellation of a Request by Client. In the event that Client cancels a request in respect of which an Engagement Retainer has been remitted at any time prior to the commencement of services by the applicable Service Provider, any such cancellation shall be made in writing to Contractor in accordance with Section 22 hereof and shall state Client’s reasons for cancelling. Where Client cancels a request and the stated reasons establish that Contractor has not presented at least one candidate matching the scope set forth in a fully completed applicable Job Description, the Engagement Retainer shall be returned in accordance with Section 2(a)(iv). Where Client cancels a request without providing written reasons, or where the stated reasons do not establish a demonstrable failure by Contractor under Section 2(a)(iv), the applicable Engagement Retainer shall be deemed fully earned by Contractor as consideration for Contractor’s availability, allocation of resources, and sourcing activities.
      6. Engagement Retainer Deemed Earned. Where an engagement ends prior to the applicable Threshold being reached, in each case for any reason other than those set forth in Section 2(a)(iv), the applicable Engagement Retainer shall be deemed fully earned by Contractor without further action or consent required.
      7. Offset; No Segregation; No Interest. Contractor may apply all or any portion of any Engagement Retainer then held against any amount owed by Client under this Agreement. Contractor is not required to keep any Engagement Retainer separate from its general funds, and Client is not entitled to interest on any portion thereof. Except as expressly provided in this Section 2(a), Client may not apply any Engagement Retainer as payment toward any invoice or sum otherwise due under this Agreement.
    2. Billing Methods. Contractor shall invoice Client on a weekly basis for services rendered by each Service Provider and Performance Manager during the immediately preceding week, reflecting a minimum commitment of forty (40) hours per week for each Service Provider rendering full-time services and twenty (20) hours per week for each Service Provider rendering part-time services regardless of whether Client assigns sufficient work to fully utilize the Service Provider. Client shall be billed for services rendered by any assigned Performance Manager along with the invoice for the corresponding billing cycle. If the actual hours rendered by a Service Provider during a billing cycle exceed the applicable minimum commitment, Contractor shall include the fees associated with such excess hours in that same weekly invoice. All invoices are due and payable upon receipt.
    3. Payment Methods.  Client acknowledges and agrees to the following acceptable payment methods in connection with the Contractor’s rendering of any and all services provided to Client hereunder (as may be selected or re-selected by Client from time to time):
      1. Credit Card: Prior to the rendering of services, Client shall complete and submit a credit card authorization form, as provided by the Contractor. Client agrees that a 3.5% fee will be added to invoices when using this payment option; or
      2. Direct Debit: Prior to the rendering of services, Client shall complete and submit a direct debit authorization form, as provided by the Contractor. Contractor shall not add any additional fee to invoices when using this payment option.
    4. Payment Method Authorization Procedure. Each of the credit card and direct debit authorization forms shall contain the necessary details for the processing of payments, as determined by Contractor. Such forms may be required to be updated or supplemented from time to time and Client hereby agrees to provide Contractor with such details. By completing and submitting said form, Client authorizes Contractor (i) to charge via the designated payment method for invoiced amounts within three business days after such invoice is rendered, and (ii) to debit any Engagement Retainer due under Section 2(a) via direct debit or ACH transfer upon Contractor’s issuance of the applicable payment request.
    5. Service Rates:
        1. Full-Time Basis: Service rates are based on a full-time commitment, equivalent to not less than 40 hours per week.
        2. Part-Time Basis: Service rates are billed to Client at a minimum of 20 hours per week, plus $2.50 per hour in excess of the agreed service rate.
        3. Minimum Billing Hours: Contractor shall bill Client for services in an amount not less than 40 hours per week (for full-time) and 20 hours per week (for part-time), irrespective of the actual hours allocated by Client to Service Provider, (i.e. Client closed for select holidays), at the service rate set forth in Annex A, subject to adjustment by Contractor in accordance with Section 2 hereof.

      Contractor reserves the right to adjust service fees on an annual basis by a standard rate of up to ten percent (10%) per engagement year. Contractor shall provide Client with not less than thirty (30) days’ written notice of any such adjustment. Client’s continued use of Contractor’s services following the notice period shall constitute acceptance of the adjusted service fees. Service fee adjustments reflect Contractor’s costs associated with maintaining qualified managed staffing resources, including compensation adjustments necessary to retain skilled Service Providers in competitive labor markets, and service delivery investments made on Client’s behalf. Such adjustments are determined solely by Contractor and are not subject to Client approval. For the avoidance of doubt, service fee adjustments shall be governed exclusively by this Section 2, and the notice and acceptance provisions of Section 18 shall not apply to service fee changes. Notwithstanding the foregoing, fee adjustments arising from a material change in scope shall be governed by Section 6e of this Agreement, provided that Contractor retains the right to implement any such adjustment pursuant to this Section 2 following the process set forth in Section 6e. For the avoidance of doubt, there shall be no difference in the billable service rate for the initial 40 hours of services rendered by Contractor in a given week and for any service hours in excess thereof.

    6. Service Continuity Fee. Pursuant to Annex A. Upon each completed twelve (12) month period of continuous service by an individual Service Provider, Contractor shall assess a Service Continuity Fee equal to one (1) week of service (minimum of 40 hours for full-time and 20 hours for part-time) at the then-current service rate for such Service Provider. This fee will be automatically invoiced to Client and shall recur for each subsequent twelve (12) month period of continuous engagement by that Service Provider. The Service Continuity Fee reflects the value of the institutional knowledge, Client-specific workflow integration, and operational alignment developed by the assigned Service Provider over the course of the engagement period, and Contractor’s ongoing investment in sustaining that continuity on Client’s account.
    7. Due Date for Invoices. Invoices delivered by Contractor to Client shall be due and payable upon receipt.
    8. Failure to Pay. In the event that Client fails to make payment on an invoice that is due and payable for a period of 30 days after the due date for such invoice, Contractor reserves the right to withhold and suspend any or all services provided to Client until the applicable payments are made in full. In addition, late charges equal to the lesser of fifteen percent (15%) and the maximum legal penalty for late payment will be assessed and added to the balance due on unpaid invoices outstanding and unpaid for more than 30 days.
    9. Client Communication. Contractor shall provide standard communication methods, including email, a local American telephone number for voice and SMS messages, and Zoom for virtual meetings. Should Client require any communication methods beyond those specified, or should the execution of services necessitate obtaining services not initially covered by this Agreement, such requirements will be considered additional billable services. Client shall bear the associated costs for these additional services.
    10. Collections. Contractor reserves the right, and Client hereby irrevocably authorizes Contractor, to send any past due invoice to collections after 30 days.

3. OBLIGATIONS OF CLIENT

  1. Software Licenses and Access: In no event shall Contractor be held liable or responsible for a Service Provider’s inability to perform on account of Client’s lack of procuring or maintaining all necessary software licenses. Client understands and agrees that the foregoing is essential for Service Providers to execute their duties under this Agreement and any associated costs for these licenses are the sole responsibility of Client. Additionally, Client shall furnish the Contractor with all requisite access and information to enable Service Providers to utilize Client’s systems.  Any failure by Contractor or any Service Provider to perform any services arising out of, or in any manner related to, Client’s failure to comply with the foregoing provisions of this paragraph shall not be considered a breach or violation of any kind of this Agreement.
  2. Compliance with Laws and Regulations: Client shall adhere to all applicable laws and regulations relevant to the provision of services outlined in this Agreement.
  3. Payment Obligations: Client agrees to and shall make all payments to the Contractor in accordance with the billing and payment clauses as specified in this Agreement.
  4. Indemnification: Client shall indemnify, defend and hold Contractor, its affiliates and officers harmless against any claims, damages, or expenses (including, without limitation, all attorney’s fees and disbursements) resulting from or associated with Client’s breach of this Agreement.  This provision shall survive any termination of this Agreement.
  5. Availability for Discussions: Upon notice from Contractor, Client shall be available for meetings to discuss matters concerning any allocated Service Provider.
  6. Treatment/Integration of Service Provider: Client shall take all actions customary and appropriate, and in any event, all steps ordinarily undertaking by Client with respect to new employees or consultants (as applicable) to integrate Service Provider into Client’s workforce, workstreams, and office culture.
  7. Provision of Necessary Training: Upon the commencement of each Service Provider’s services to Client, Client shall provide such Service Provider with the necessary training essential for their responsibilities. Contractor explicitly disclaims any warranty that the Service Provider will perform the services pursuant to any standard. Client acknowledges and agrees that all services provided hereunder are not “Done-For-You” services. Client is responsible to provide all necessary and applicable instruction and direction pursuant to which a Service Provider will perform its services.
  8. Cybersecurity: Client acknowledges that it is solely and exclusively responsible for the security and integrity of its data and shall, at its own cost and expense, implement internal policies and procedures to safeguard its information technology and computer systems, networks, hardware, software, data and other equipment and technology from a breach or compromise of any of the foregoing.
  9. Data Storage: Contractor shall not be responsible for the storing, securing or providing of access to any data or other information produced by a Service Provider hereunder for any timeframe. Client shall solely be responsible and shall, at its own expense, establish its own internal policies and guidelines to safeguard the use and management of the data or other information produced.

4. OBLIGATIONS OF THE CONTRACTOR

  1. Service Provision: The Contractor shall provide Client with the services as described in this Agreement subject to the satisfactory performance by Client of its obligations hereunder.
  2. Service Provider Qualifications: Contractor shall ensure that each Service Provider allocated to Client possesses suitable qualifications, experience, and capabilities necessary for performing the required services, as determined in Contractor’s sole but reasonable discretion.
  3. Compliance with Laws and Regulations: Contractor shall exercise commercially reasonable efforts to ensure that each Service Provider allocated to Client complies with all applicable laws and regulations pertinent to the provision of services under this Agreement.

5. TERMINATION AND REPLACEMENT OF SERVICE PROVIDER

  1. Replacement in Case of Service Provider Resignation or Termination: In the event of the resignation or termination of a Service Provider assigned by Contractor to Client under this Agreement, Contractor shall exercise its commercially reasonable efforts to promptly provide a suitable replacement within a reasonable timeframe, as determined by Contractor in its sole but reasonable discretion.
  2. Smooth Transition Efforts: Client and Contractor shall collaborate in good faith to ensure a seamless transition for the replacement of such Service Provider, encompassing necessary training and access to Client’s systems and records.
  3. Client Dissatisfaction and Additional Replacement Requests: Should Client be dissatisfied with such Service Provider replacement provided by Contractor, Client may request an additional replacement. Any such request shall be made in writing and shall be accompanied by a reasonably detailed written explanation of why such request is being made, including, without limitation, a description of why Client is dissatisfied with the initially-provided Service Provider. Contractor will use commercially reasonable efforts to supply an additional replacement meeting Client’s needs.
  4. Failure to Agree on Replacement: If both parties fail to reasonably agree on a suitable replacement, either party may (in such party’s sole discretion) terminate this Agreement with respect to the applicable Service Provider by providing 14-days advance written notice to the other party.
  5. Non-Entitlement to Refund or Credit: Client acknowledges that in the event of Service Provider replacement, Client shall not be entitled to a refund or credit of any prior fees paid to Contractor under this Agreement, except as expressly provided in Section 2(a).
  6. Availability of Service Provider Replacement: It is specifically understood and agreed by Client that the provision of a replacement Service Provider is entirely contingent upon the availability of qualified candidates.  Contractor cannot guarantee the immediate availability of a replacement Service Provider at any given time.

6. EXCLUSIONS

Client acknowledges and agrees that the following services fall outside the scope of services provided by Contractor and will not be performed by any Service Provider (and Client shall not request or demand that any Service Provider perform any of the following services):

  1. Professional Certifications or Licenses: Services requiring professional certifications or licenses beyond those possessed by the applicable Service Provider assigned by Contractor.
  2. Scope Limitation: Services exceeding the scope defined in Section 1 of this Agreement (and with respect to each Service Provider, as such scope is specifically set forth in the Job Description applicable to such Service Provider).
  3. Illegal or Unethical Tasks: Services or tasks deemed illegal or unethical by the Service Provider or Contractor, in their sole discretion.
  4. Conflict with Contractor’s Policies or Conduct: Services or tasks conflicting with Contractor’s policies, procedures, or code of conduct.
  5. Scope Changes and Fee Adjustments. Client shall not direct, request, or permit the Service Provider to perform any services outside the original scope without first consulting Contractor. Any such unauthorized direction is expressly prohibited. Should Contractor discover that the scope of services or responsibilities assigned to a Service Provider materially changed during the term of such Service Provider’s engagement without consultation of Contractor, whether due to a change in Client’s business needs, expansion of the applicable Job Description, or any other reason, Contractor shall notify Client in writing of the identified scope change and Contractor’s proposed adjustment to the applicable service fee (a “Scope Change Notice”). Client shall have fifteen (15) calendar days from receipt of the Scope Change Notice to raise a written objection to the identified scope change or proposed fee adjustment. If Client does not raise a written objection within such period, Client shall be deemed to have accepted both the scope change and the corresponding fee adjustment, which shall take effect as of the date the scope change first occurred, as identified by Contractor in the Scope Change Notice. If Client raises a timely written objection, the parties shall negotiate in good faith for a period not to exceed fifteen (15) additional calendar days. In the event the parties fail to reach agreement within such period, Contractor may, in its sole discretion, either (i) implement the fee adjustment effective as of the date the scope change first occurred, as identified in the Scope Change Notice, (ii) terminate the applicable Service Provider’s engagement upon fourteen (14) days’ written notice, or (iii) reject the proposed scope change and require that the Service Provider’s activities revert to the scope defined in the applicable Job Description as originally agreed upon by the parties, in which case Client shall immediately cease directing, requesting, or permitting the Service Provider to perform any services outside such original scope. Client acknowledges that continued engagement of a Service Provider beyond the scope defined in the applicable Job Description, without a corresponding written amendment thereto, shall constitute a material scope change subject to this subsection. Any fee adjustment implemented following the process set forth in this Section shall be communicated to Client in accordance with Section 2 hereof.

It is the sole responsibility of Client to ensure that any services or tasks requested from Service Providers align with the scope of this Agreement.

7. TERM AND TERMINATION

  1. Term and Termination.  This Agreement may be terminated at the election, and in the sole discretion, of either Client or Contractor upon 14-days written notice of termination from the terminating party to the other party. In such event, Client shall in any event pay Contractor in full for services rendered prior to termination. Any provision of this Agreement which by its terms survives termination or which is required to interpret or enforce any such surviving provision shall survive any termination of this Agreement.
  2. Partial Performance. In the event this Agreement is terminated while the Service Provider’s work has only been partially performed, Contractor shall be entitled to pro rata payment for the actual work performed that week.
  3. Subsidiaries and Affiliates. Any reference to “Client” herein in this Agreement shall include any present and future subsidiaries of Client and any present and future affiliated entities of Client.
  4. Reduction. In lieu of terminating this Agreement, Client may elect to reduce the number of Service Providers engaged by Client under this Agreement (each, a “Reduction”), subject to the notice requirements below. A Reduction shall not constitute a termination of this Agreement or relieve Client of any obligations remaining under this Agreement.
    1. If, as of the date Client delivers notice of a Reduction, Client is engaging no more than two (2) Service Providers, Client may reduce the number of Service Providers upon not less than fourteen (14) days’ prior written notice to Contractor.
    2. If, as of the date Client delivers notice of a Reduction, Client is engaging three (3) or more Service Providers and the Reduction contemplates a decrease in the number of Service Providers by two (2) or fewer, such Reduction may be effectively elected upon not less than fourteen (14) days’ prior written notice to Contractor.
    3. If, as of the date Client delivers notice of a Reduction, Client is engaging three (3) or more Service Providers and the Reduction, together with other Reductions implemented during the sixty (60) day period ending on the effective date of such Reduction, if any, contemplates a decrease in the number of Service Providers by three (3) or more, such Reduction may be effectively elected only upon not less than sixty (60) days’ prior written notice to Contractor.

For purposes of this Section 7(d), reductions shall be aggregated on a rolling sixty (60)-day basis. Accordingly, Client may not effectively implement successive reductions subject to the fourteen (14)-day notice period in a manner that results in a reduction of three (3) or more Service Providers during any rolling sixty (60)-day period without complying with the sixty (60)-day notice requirement. Any purported Reduction for which Client fails to provide the applicable notice required under this Section shall be ineffective. Contractor may continue to treat the applicable number of Service Providers as engaged and invoice Client accordingly until the applicable notice period has been satisfied.

8. SERVICE PROVIDER AVAILABILITY AND REPLACEMENT

  1. The Client acknowledges that Service Providers are individual professionals and that the Contractor makes no representations and warranties of uninterrupted availability. In the event a Service Provider is temporarily unavailable due to illness, personal emergency, or approved leave, the Contractor shall notify the Client promptly. In the event of a permanent vacancy due to resignation or termination, the Contractor shall initiate a replacement process in accordance with the terms of this Agreement.

9. NATURE OF RELATIONSHIPS

  1. Independent Contractor. In providing services under this Agreement, it is expressly understood that Contractor is acting as an independent contractor and not as an employee, partner, or agent of Client or a joint-venturer with Client.
  2. No Employment.  It is further expressly understood that the Service Provider is not an employee of Contractor, and the technical tasks and work product is the responsibility of the Service Provider and not Contractor. The service provided by Contractor is the placement of the Service Provider with Client.

10. DISCLAIMER

Contractor and Service Providers will only perform and provide services as directed by Client and nothing more. Contractor will assign Service Providers, but specific results cannot be guaranteed.

11. LIMITATION OF LIABILITY

Client hereby acknowledges and agrees that Contractor shall not be liable to Client, whether pursuant to this Agreement or otherwise, for any amounts representing loss of profits, loss of business or indirect, consequential, exemplary, or punitive damages of any kind or character, including such damages relating to the services performed by Service Provider.  This Section shall survive any termination of this Agreement. 

12. ASSIGNMENT

Client may not and shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Contractor. This includes, but is not limited to, transferring the Agreement to any third party, or assigning the Agreement as part of a merger or acquisition. Any unauthorized assignment or transfer shall be deemed null and void ab initio. Contractor reserves the right to assign or transfer its rights and obligations under this Agreement to a third party in its sole discretion.

13. CONFIDENTIALITY/NONDISCLOSURE

  1. Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” includes all information or material proprietary to Client and provided to Contractor in connection with the services rendered under this Agreement. This includes, but is not limited to, any information designated as confidential upon disclosure or reasonably considered confidential based on its nature or surrounding circumstances. Information received from Client shall not be deemed Confidential Information if such information:
    1. was already known to Contractor, without restriction on disclosure, prior to disclosure by Client;
    2. is or becomes publicly available by Contractor;
    3. is received from a third party without restriction on disclosure and without breach of any obligation of confidentiality owed to Client; or
    4. is independently developed by Contractor without use of or reference to Client’s Confidential Information.
  2. Obligations of Confidentiality: Contractor shall:
    1. protect and safeguard Client’s Confidential Information with no less than a reasonable degree of care, equivalent to how Contractor protects its own similar Confidential Information;
    2. utilize Client’s Confidential Information solely for fulfilling obligations under this Agreement;
    3. Refrain from disclosing Client’s Confidential Information to any third party without Client’s prior written consent; and
    4. Limit access to Client’s Confidential Information to Contractor’s Service Providers requiring such information for this Agreement. These individuals must have signed confidentiality agreements containing protections at least as stringent as those herein.
  3. Return of Confidential Information: Upon Client’s request, Contractor shall promptly return or destroy all Confidential Information of Client in its possession and provide written certification of such destruction.
  4. Service Provider Nondisclosure: Contractor shall require that each Service Provider execute and delivery a confidentiality agreement in favor of Client with respect to Client’s confidential information.  Such agreement shall be in Contractor’s customary form as in effect from time to time. Contractor shall provide Client with a copy of such agreement upon request to Contractor.
  5. Compensation of Service Providers: Client understands and agrees that Contractor’s compensation structure with a Service Provider is of a confidential nature. Therefore, Client does hereby covenant not to seek information about or request that Service Provider disclose the details of its compensation structure with Contractor or otherwise communicate with Service Provider as it relates to such subject matter.
  6. Service Provider Ideas: All work product, deliverables, materials, and intellectual property created, developed, or produced by the Service Provider specifically for the Client in the course of performing services under this Agreement (collectively, “Work Product”) shall be assigned to and become the sole and exclusive property of the Client upon receipt of payment of the specific invoice covering the services that gave rise to such Work Product. Upon payment of the applicable invoice, ownership of the corresponding Work Product vests permanently and irrevocably in the Client and shall not revert to the Contractor for any reason, except in the event of fraud, material misrepresentation, or a court order of competent jurisdiction or a chargeback. In the event that a specific invoice remains unpaid, the Client shall have no rights to the Work Product covered by that invoice, and all rights to such Work Product shall remain with or revert to the Contractor until payment is received in full. The Contractor reserves the right to display Work Product in its marketing materials, portfolio, service showcase, website, and social media solely for the purpose of demonstrating its capabilities to prospective clients, subject to the removal of any client names, confidential information, or proprietary materials. Notwithstanding the foregoing, the Contractor and its Service Providers retain full ownership of all pre-existing knowledge, skills, methodologies, tools, frameworks, and general know-how that they bring to the performance of services under this Agreement, provided such materials are not specific to the deliverables created under this agreement for Client’s business and were not derived from the Client’s Confidential Information. Nothing in this Agreement shall be construed to restrict the Contractor or its Service Providers from utilizing general professional skills and expertise in the service of other clients.
  7. Forfeiture Upon Non-Payment.  In addition to the foregoing, in the event of non-payment to Contractor, Client shall automatically and without any further action relinquish and forfeit any and all legal rights of every kind and character that may have been obtained through each applicable Service Provider’s work.
  8. Survival: The provisions of this Section 13 shall survive any termination of this Agreement.

14. NON-SOLICITATION

  1. Definition. For the purpose of this clause, “Solicit”, “Soliciting”, “Solicitation” and their other derivative forms refer to any direct or indirect effort to influence or induce any member of Contractor’s staff, including but not limited to any Service Provider, to terminate their relationship with Contractor or redirect their business from Contractor to any other individual or entity.
  2. Restrictions.  During the term of this Agreement and for two (2) years following its termination or expiration, Client shall refrain, directly or indirectly, on their behalf or on behalf of any other individual or entity, from:
    1. Soliciting or attempting to Solicit any member of Contractor’s staff, including but not limited to, any Service Provider assigned to work for Client under this Agreement, including a Service Provider that has resigned or been terminated; and
    2. Soliciting any connections from Service Providers of Contractor.
  3. Remedies: In the event of a breach of this non-solicitation clause by Client, Client agrees to pay Contractor a sum equal to the greater of (i) $250,000 and (ii) 6,240 hours (3 years) of services, which sum shall represent the amount of revenue that would have been generated by each Service Provider assigned to Client under this Agreement at the then current rate. It is understood and agreed by Client that Contractor shall be irreparably damaged by Client’s breach of this Section 14, and that it would be impracticable or extremely difficult to fix the actual damages resulting therefrom.  As a result, any sums which would be payable under this Section are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and such payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from each such breach.
  4. Additional Remedies.  In the event of any breach by Client of this Section 14, Contractor further reserves the right to:
    1. Immediately terminate this Agreement; and
    2. Pursue any legal remedies to which it is entitled, including, but not limited to, monetary damages, injunctive relief, and in such connection Client agrees to pay Contractor’s attorney’s fees and other costs of collection and enforcement of this Agreement related thereto (without any requirement by Contractor to post a bond or make any similar expenditure).
  5. Acknowledgment. Client acknowledges that the restrictions outlined in this non-solicitation clause are reasonable and necessary to safeguard Contractor’s business interests.
  6. Independent Nature of Covenants: The covenants established in this section stand independently and supplement any other covenants or agreements specified in this Agreement.
  7. Survival.  The provisions in this Section 14 shall explicitly survive the expiration or sooner termination of the Agreement.

15. NON-COMPETE

Client agrees that during the Term of this Agreement and for a period of two (2) years following its termination, Client shall not, directly or indirectly, establish, operate, or engage in any business or activity that provides any services substantially similar to those provided by Contractor, which would compete with Contractor’s business. In the event of a breach of this clause, Client acknowledges that such a breach would cause irreparable harm to Contractor, and Contractor shall be entitled to seek injunctive relief, as well as any other remedies available at law or in equity, including but not limited to the recovery of monetary damages and attorneys’ fees incurred in enforcing this clause (without any requirement by Contractor to post a bond or make any similar expenditure).

16. NON-CIRCUMVENT

During the term of this Agreement and for a period of two (2) years thereafter, Client, its agents, and affiliates agree not to enter into any agreement, directly or indirectly, with any party introduced to Client by Contractor without the prior express written consent of Contractor. Client shall ensure that Contractor will be present in the negotiations and engagement of any transaction involving such introduced party.  In the event of a breach of this clause, Client acknowledges that such a breach would cause irreparable harm to Contractor, and Contractor shall be entitled to seek injunctive relief, as well as any other remedies available at law or in equity, including but not limited to the recovery of monetary damages and attorneys’ fees incurred in enforcing this clause (without any requirement by Contractor to post a bond or make any similar expenditure).

17. BUY OUT

  1. Buy Out Procedure.  In the event Client desires to directly employ or engage the Service Provider assigned by Contractor under this Agreement (a “Buy Out“), Client shall be permitted to complete a Buy Out upon satisfaction of the following conditions:
    1. Client shall notify Contractor of its intent to complete a Buy Out in writing upon 30 calendar days advance notice, detailing the Service Provider’s name and the direct employment or engagement start date;
    2. Upon confirmation of same from Contractor, Contractor will issue an invoice for an amount equal to eighteen (18) months of service fees (3,120 hours multiplied by the Service Provider’s most current rate) to Client for the Service Provider’s services, last agreed upon between the parties (the “Buy Out Fee”), due within 15 calendar days from the invoice date;
    3. Client must pay the Buy Out Fee in full within the specified period and provide proof of payment to Contractor;
    4. The Buy Out Fee must be paid in full by Client to Contractor before the termination of the Service Provider’s engagement with Contractor and commencement of direct employment or engagement with Client.
    5. Upon receipt of the full Buy Out Fee and proof of payment, Contractor will release the Service Provider from their contractual obligations;
  2. Client Acknowledgement. Client acknowledges and agrees that the Buy Out Fee compensates Contractor fairly for the loss of the Service Provider and the recruitment and placement investment made by Contractor with respect to such Service Provider.
  3. Assumption of Risk. By consummating a Buy Out, Client does thereby assume all the risk associated with the performance of the Service Provider and in no event may such Buy Out be rescinded nor shall Client be entitled to a return of any portion of the Buy Out Fee.
  4. Indemnification.  Client agrees to indemnify, defend and hold Contractor harmless against any claims, liabilities, damages, or expenses, including legal fees, arising from the direct employment or engagement of the Service Provider by Client. This Section 17(d) shall survive any termination of this Agreement.

18. UPDATES TO AGREEMENT

Contractor reserves the right to, on written notice to Client, update the terms of this Agreement on an annual basis based on new policies and procedures. Client’s continued use of Contractor’s services for a period of seven (7) days after such notice of updates is delivered by Contractor shall automatically be deemed (a) to constitute Client’s acceptance of the updated terms, (b) to amend this Agreement to the fullest extent required to incorporate such updated terms into, and cause such updated terms to form a part of, this Agreement, and (c) to be binding upon Client in all respects as if fully set forth herein.  If Client does not consent to any updated term within such seven (7) day period, Contractor may elect to terminate this Agreement in accordance with Section 7 hereof.

19. GOVERNING LAW; JURISDICTION; JURY TRIAL WAIVER

This Agreement and performance under it shall be governed by, and construed in accordance with, under and pursuant to, the laws of the State of New York, without regard to the conflict of law provisions thereof.  Client irrevocably submits to the exclusive jurisdiction of the State and Federal courts sitting in the County, City and State of New York for the purposes of any action, claim, or proceeding (each, an “Action”) arising out of this Agreement or any transaction contemplated hereby. Client agrees to commence any such Action solely in such courts. Client further agrees that service of any process, summons, notice or document by U.S. registered mail or overnight courier to Client’s address set forth in Section 22 below shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 19. Client irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.  CLIENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF CLIENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

20. SEVERABILITY

If any term or provision of this Agreement or any portion thereof is declared illegal or unenforceable by any court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent, such provision or portion thereof cannot be rendered enforceable, this Agreement shall be considered divisible as to such provision which shall become null and void, leaving the remainder of this Agreement in full force and effect.

21. COUNTERPARTS

This Agreement may be executed electronically or by facsimile and in one or more counterparts. If executed in more than one counterpart, each executed counterpart shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

22. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing (email being a sufficient writing), shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by a reputable courier service, (b) five (5) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested or (c) on the date of transmission if delivered by email.

23. ENTIRE AGREEMENT  

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

ANNEX A - AGREED TERMS BETWEEN CONTRACTOR AND CLIENT

Service Provider Seniority

Entry Level 

(1-2 years of experience) 

Semi-Senior 

(3-4 years of experience) 

Senior 

(5+ years of experience) 

Specialist  

(8+ years of experience) 

Starting Bill Rate

$12+ USD/Per Hour

 $14+ USD/Per Hour

$16+ USD/Per Hour

$18+ USD/Per Hour

Service Start Date

Service typically starts within 3 weeks of role identification by Client, depending on the complexity of the role. The Service Start Date shall be determined by Contractor which shall be conclusive absent manifest error.

Note: The rates listed herein are for illustrative purposes only. The final rate for each Service Provider will be determined based on the specific role and the experience level of the onboarded Service Provider. For any part-time Service Providers, service rates shall be billed to Client at a minimum of 20 hours per week. Any hours worked will be billed at the agreed-upon service rate plus an additional $2.50 per hour.