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EXHIBIT 10.10
MASTER VENDOR AGREEMENT
THIS MASTER VENDOR AGREEMENT made as of this ___ day of ____ , 199__ ,
by and between Norrell Services, Inc., a Georgia corporation ("Norrell"), and
______________ , a _____________ corporation ("Client").
W I T N E S S E T H:
WHEREAS, Client has a continuing need for supplemental personnel; and
WHEREAS, Norrell is a leading provider of such personnel to businesses
in the United States and Canada;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Services Provided. Norrell will provide to Client the services
described in Exhibit A attached hereto and made a part hereof (the "Services")
as Client shall require, pursuant to the terms and conditions of this Agreement.
Unless specifically authorized in Exhibit A, Client agrees that Norrell
employees will not be placed in any jobs involving driving Client vehicles;
handling cash, credit card information or other valuables; lifting over forty
(40) pounds; handling of chemicals; the operation of unguarded machinery and any
work above floor level, including elevated platforms, scaffolding, manlifts,
ladders, etc. The parties may, from time to time, amend Exhibit A in a writing
signed by a duly authorized representative of each party.
2. Master Vendor Program. During the term of this Agreement, Client
agrees to use Norrell exclusively for the Services. In the event Norrell is
unable to fill any Client order with a Norrell employee, Client agrees that
Norrell, as Master Vendor, may subcontract for such services with another
vendor.
3. Term. This Agreement shall continue for a term of two (2) years
after the date first entered above, unless sooner terminated as set forth
herein, and may be automatically renewed for like terms unless either party
serves written notice of its intent to terminate the Agreement not less than
thirty (30) days prior to the expiration of any such term. Either party hereto
may terminate this Agreement with or without cause by giving not less than sixty
(60) days written notice to the other party hereto. If Client delivers notice to
Norrell of its intent to terminate, Client shall include therein the reasons for
such termination and Norrell shall have thirty (30) days to rectify or modify
its performance, after which 30-day period Client shall revoke or affirm its
termination.
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4. Rates for Services. For the term of this Agreement, the rates for
the performance of the Services pursuant to this Agreement shall be as set forth
in Exhibit A attached hereto and made a part hereof.
5. Invoices. Norrell shall submit to Client a weekly invoice for the
Services performed during the previous Monday through Sunday billing period.
Invoices submitted hereunder shall be due and payable by Client net fifteen (15)
days. Client agrees to pay reasonable costs, expenses and fees of collection, if
Client's account is in default and placed with a collection agency or attorney
for collection. In the event of termination of this Agreement, Client shall pay
Norrell for all Services performed prior to the date of termination.
6. Buyer Satisfaction. Norrell agrees that the Services will be
performed to the satisfaction of Client and agrees to allow Client a reasonable
period of time to determine if the Services provided by Norrell were performed
in a satisfactory manner. If Client determines within a reasonable period of
time that the Services provided by a Norrell employee are not satisfactory, and
Norrell is so notified, Client will not be charged for such Services performed
and Norrell will provide corrective Services and, if necessary or requested,
replacement personnel upon notification from Client or within a mutually agreed
upon period of time.
7. Hiring of Norrell Employees by Client. Client agrees that
utilization of any Norrell employee by Client within six months of the last use
of such Norrell employee through Norrell shall only be through Norrell. If
Client desires to hire any Norrell employee on a permanent basis, Client will
notify Norrell, in writing. Client may directly hire any Norrell employee at any
time after the employee has been assigned to Client by Norrell for thirteen (13)
full time weeks (or 520 hours), without further obligation to Norrell.
8. Independent Contractor. Norrell shall act at all times as an
independent contractor, and nothing contained herein shall be construed to
create the relationship of principal and agent, or employer and employee,
between Norrell and Client. The Norrell employees assigned to perform the
Services for Client are the employees of Norrell, and any subcontractor's
employees assigned to perform the Services for Client are the employees of that
subcontractor.
9. Norrell Employees. Norrell shall recruit, interview, test, select,
hire, and train the persons who shall provide the Services hereunder. Client
agrees that the costs of any pre-assignment screening required by Client which
is not routinely performed by Norrell as a part of its regular hiring procedures
(drug testing, credit checks, and criminal background checks are examples of
non-routine screening) shall be paid or reimbursed by Client. Norrell shall have
sole responsibility to counsel, discipline, review, evaluate, set the pay rates
of, and terminate its employees assigned to Client. Norrell assumes full
responsibility for all contributions, taxes and assessments with respect to its
employees under all applicable federal, state and local
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laws (including withholding from wages of employees where required). Norrell
further agrees that it will comply with all other applicable federal, state or
local laws or regulations applicable to Norrell as an employer regarding
compensation, hours of work or other conditions of employment.
10. Client Contractors. If Client desires Services not described in
Exhibit A to this Agreement which are outside the normal scope of Services
provided by Norrell, Norrell agrees that Client may hire contractors (the
"Client Contractors") to provide such Services, and that Client may request that
such Client Contractors forward invoices directly to Norrell. Norrell agrees to
dispatch job orders to the Client Contractors and submit to Client a weekly
invoice, as more fully described in Section 5 of this Agreement, which is an
aggregate bill for Services rendered by Norrell, by Norrell's subcontractors and
by the Client Contractors, if any. In no event shall Norrell be responsible for
supervising or controlling the Client Contractors nor shall Norrell be liable
for any acts or omissions of Client Contractors, their agents or employees.
11. Indemnification.
(a) Norrell shall indemnify and hold harmless Client, its
agents and employees from and against any and all claims, losses, actions,
damages, expenses, and all other liabilities, including but not limited to
attorneys' fees (the "Liabilities"), arising out of or resulting from Norrell's
negligent performance of or failure to perform the work hereunder to the extent
any such Liabilities are attributable to bodily injury to or death of any person
or to damage to or destruction of any property, whether belonging to Client or
to another, provided, however, that Norrell shall not indemnify or hold harmless
Client to the extent any such Liabilities are caused by the negligent or
unlawful acts or omissions of Client, its employees or third parties. Work
product produced by Norrell employees shall be reviewed and approved by a Client
representative prior to its incorporation into Client's work product, processes
or plans, and Norrell shall have no liability for such end product or process.
In the event that the Liabilities are the result of the joint or concurrent
negligence of Norrell and Client, Norrell's duty of indemnification shall be in
the same proportion that the negligence of Norrell contributed thereto. Client
acknowledges and agrees that in no event shall Norrell or any of its officers,
directors, employees, or representatives be liable to Client for any special,
indirect, incidental or consequential damages in connection with this Agreement.
(b) Norrell agrees to require each of its subcontractors to
execute an indemnification agreement which directly indemnifies Client and holds
it harmless under the same terms and conditions as outlined in this Section 11.
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12. Insurance. Norrell shall maintain at its expense: (a) Workers'
Compensation and Employer's Liability Insurance, (b) Commercial General
Liability Insurance, and (c) a Fidelity Bond. Norrell shall require each of its
subcontractors to list Norrell and Client as additional insureds on each such
subcontractor's Commercial General Liability Insurance. If Norrell's insurance
policy is to be canceled or changed by insured or insurer so as to affect the
coverage required by this contract, at least ten (10) days prior written notice
of such cancellation or change shall be sent to Client at the address to which
invoices are to be sent by Norrell.
13. Payrolling Services [if applicable].
(a) If requested by Client and at the payrolling rates set
forth in Exhibit A of this Agreement, Norrell will perform a payrolling function
for Client with respect to certain individual workers whom Client selects for
employment (the "Payrolled Workers"). Norrell agrees to pay the Payrolled
Workers at a rate to be determined by Client, less all legally required
withholdings. Norrell assumes responsibility for remitting all required taxes
and withholdings with respect to the Payrolled Workers under all applicable
federal, state and local laws. Furthermore, Norrell will, during the term of
this agreement: (i) provide Workers' Compensation insurance covering the
Payrolled Workers, (ii) verify the work authorization and identity of the
Payrolled Workers as required by the Immigration Reform and Control Act of 1986,
and (iii) handle all claims by the Payrolled Workers for unemployment
compensation.
(b) Norrell and Client acknowledge that Client shall have sole
responsibility to screen, test, select, supervise, counsel, discipline, review,
evaluate, set the pay rates of and terminate the Payrolled Workers. Norrell and
Client each agrees that it will comply with all laws and regulations applicable
to Client's employees, including the Fair Labor Standards Act, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the
Rehabilitation Act of 1973, the Immigration Reform and Control Act of 1986, and
the Americans with Disabilities Act of 1990.
(c) Client shall release, indemnify and hold harmless Norrell,
its agents and employees from and against any and all claims, losses, actions,
damages, expenses, and all other liabilities, including but not limited to
attorneys' fees, arising out of or resulting from the services performed by the
Payrolled Workers, from Client's negligent or unlawful acts or omissions
(including claims alleging wrongful termination or breach of the laws referred
to in paragraph (b) above), and from all acts taken or statements made by Client
with respect to the Payrolled Workers.
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14. Notices. All notices which it may be necessary or proper for either
Client or Norrell to give or deliver to the other shall be sent, and shall be
deemed given when received by registered or certified mail, postage prepaid and
return receipt requested, and if given by Client to Norrell shall be addressed
to:
Norrell Services, Inc.
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Attn:
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With a copy to: Norrell Corporation
3535 Piedmont Road, NE
Atlanta, GA 30305
Attn: General Counsel
and if given by Norrell to Client, shall be addressed to:
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Attn:
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15. Assignment. The rights and obligations of the parties hereunder
shall not be assigned without the prior written consent of the other party,
except that Norrell may assign its rights and obligations hereunder to any
affiliate of Norrell without the prior written consent of the Client. Otherwise,
this contract shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and assigns.
16. Amendments. This Agreement, and the provisions hereof, may be
altered, amended, modified or superseded only in a writing executed by both of
the parties hereto.
17. Force Majeure. The obligations of Norrell hereunder shall be
excused during any period of delay caused by matters such as strikes, acts of
God, shortages of raw material or power, governmental actions or compliance with
governmental requirements, whether voluntary or pursuant to order, or any other
matter which is beyond the reasonable efforts of Norrell to control.
18. Enforcement, Waiver. No waiver of or failure to exercise any
option, right or privilege under the terms of this Agreement by either of the
parties hereto on any occasion or occasions shall be construed to be a waiver of
the same or of any other option, right or privilege on any other occasion.
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19. Entire Agreement. This Agreement, together with the Exhibits
referenced herein, shall constitute the entire Agreement between the parties
with respect to the subject matter and supersedes all previous Agreements
between Client and Norrell relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
NORRELL SERVICES, INC.
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By: By:
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Title: Title:
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EXHIBIT A
SERVICES AND RATES
I. Positions to be Filled; Rates.
II. Cost of Living Adjustments
The fees for the Services shall be increased effective on each
anniversary date of this Agreement over the fees shown in Part I above by the
percentage increase equal to the percentage increase in the applicable regional
Consumer Price Index for the month which is two months immediately preceding
such anniversary date over the applicable regional Consumer Price Index for the
same month one year prior.
III. Governmentally Mandated Cost Increases
If Norrell's compliance with any law or the requirements of any
governmental agency after the date of execution of this Agreement shall result
in an increase in the labor cost to Norrell of providing the Services (an "Event
of Change"), then Norrell shall have the right to immediately increase its fees
to compensate for such increased costs and to place Norrell in the same position
after any Event of Change as Norrell was in prior to such Event of Change (e.g.
a change to minimum wage rates, state unemployment insurance, workers'
compensation, mandatory benefits requirements).