Terms and Conditions

EASTRIDGE WORKFORCE MANAGEMENT GENERAL TERMS & CONDITIONS

These Terms and Conditions, the attached Statements of Work (“SOWs”), and all Exhibits (“Exhibits”), (collectively this “Agreement”), are entered into by and between Secure Talent, LLC dba Eastridge Workforce Management (“EWM”), with offices located at 2385 Northside Drive Suite 250, San Diego, CA 92108, and client listed on this invoice and/or timecard, as applicable, (“Client”) for the provision of services as indicated herein (“Services”). EWM and Client are hereinafter referred to jointly as the “Parties” and each as a “Party.”

1. CONFIDENTIALITY. In the course of the performance of services pursuant to this Agreement, Client or EWM (each, a “Recipient”) may learn Confidential Information of the other Party (each, an “Discloser”). Recipient agrees to disclose such information to its employees or agents only on a need-to-know basis and agrees not to disclose such information to third parties unless legally required by judicial process. “Confidential Information” means information, including hard copy or electronic form, written or oral, which a person would reasonably consider to be confidential in nature, or has been marked “confidential” or “proprietary” or other similar markings. Confidential Information does not include information that (1) becomes public through no breach of Recipient; (2) Recipient rightfully receives from a third party without restriction; (3) Recipient develops independently or already had knowledge of such information prior to disclosure by Discloser as evidenced by Recipient’s records; (4) Discloser gives to any third party without confidentiality limitations; (5) is in the Recipient’s possession at the time of disclosure without restriction otherwise than as a result of the Recipient’s breach of a legal obligation; or (6) is required to be disclosed by the Recipient to comply with applicable laws or governmental regulations, provided that the Recipient provides prior written notice of such disclosure to the Discloser so that Discloser has a reasonable opportunity to contest and/or seek a protective order, and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Recipient shall only use the Confidential Information for the purposes of this Agreement and in no event shall Recipient use the Discloser’s Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the products or services of the Discloser. In addition to any other remedies that may be available to the Discloser at law, in equity or otherwise, Discloser will be entitled to seek injunctive relief against any threatened breach of this Section or the continuation of any such breach. The Parties’ obligations under this Section will survive the termination of this Agreement.

2. DATA PROTECTION. EWM represents and warrants that, to its actual knowledge, any information provided via EWM’s API does not contain any virus, worm, Trojan Horse, time bombs, trap door or back door, drop-dead device, or other devices developed to disable or to erase, damage or corrupt software, hardware or data (collectively “Viruses”). EWM further represents and warrants that it will make reasonable efforts and utilize industry standard practices to ensure that any information provided via EWM’s API does not contain any such Viruses. Except as otherwise set forth herein, in no event shall EWM be liable to Client for any Viruses. Client agrees to hold EWM harmless from any and all third party claims, losses, damages, costs, or expenses (including without limitation, penalties and interest, reasonable attorneys’ fees, and court costs) arising from such Viruses except to the extent the Viruses are a direct result of EWM’s gross negligence, willful misconduct, and/or or violations of applicable law.

To the extent the Services require EWM to receive personal data or personal information from Client, EWM may process any personal data or personal information, as those terms are defined in applicable privacy laws, in accordance with the requirements of the applicable privacy law relevant to the processing in providing the Services hereunder. Applicable privacy laws may include any local, state, federal, or international laws, standards, guidelines, policies, or regulations governing the collection, use, disclosure, sharing, or other processing of personal data or personal information with which EWM or its clients must comply. Such privacy laws may include (i) the EU General Data Protection Regulation 2016/679 (GDPR); (ii) the California Consumer Privacy Act of 2018 (CCPA); (iii) the California Privacy Rights Act ("CPRA") effective December 16, 2020, but set to become operative on January 1, 2023 and/or (iv) other laws regulating marketing communications, requiring security breach notification, imposing minimum security requirements, requiring the secure disposal of records, and other similar requirements applicable to the processing of personal data or personal information. EWM is acting as a Service Provider/Data Processor in relation to Client personal data and personal information, as those terms are defined respectively under the GDPR/CCPA. Client is responsible for notifying EWM of any data privacy laws the data provided to EWM is subject to, and Client represents and warrants it has all necessary authority (including any legally required consent from data subjects) to transfer such information and authorize EWM to process such information in connection with the Services described herein.

EWM has established information security related operational requirements that support the achievement of information security commitments, relevant information security related laws and regulations, and other information security related system requirements. Such requirements are communicated in EWM’s policies and procedures, system design documentation, and contracts with customers/clients. Information security policies have been implemented that define how systems and data are protected. Client is responsible for providing timely written notification to EWM of any additions, changes, or removals of access for Client to EWM provided systems or applications. If Client becomes aware of any known or suspected information security or privacy related incidents or breaches related to this agreement, Client should timely notify EWM via email at privacy@eastridgewm.com. EWM does not treat de-identified data or aggregate consumer information as personal data or personal information, and it reserve the right to convert Client personal data or personal information into de-identified data or aggregate consumer information for its own purposes.

3. RESERVATION OF RIGHT TO MODIFY PRICING. EWM reserves the right to increase the rates set forth in this Agreement to reflect increases in EWM’s costs of doing business, including but not limited to increases due to mandatory benefits for employees under the Affordable Care Act, sick leave and/or paid time off laws, statutes and ordinances, minimum wage/exempt salary or computer professional hourly wage increases, statutory training requirements or similar legislation. Notwithstanding the foregoing, to cover annual increases in the cost of doing business, the rates set forth in this Agreement will be increased by 0.50% on the first payroll week of January of each calendar year, beginning on January 1 of the calendar year following the Effective Date of this Agreement. This adjustment is intended to primarily cover the cost of staff salary increases from year- to-year.

4. INDEMNIFICATION. Each Party (each, an “Indemnitor”) will defend, indemnify, and hold harmless the other Party, (each, an “Indemnitee”) from and against any and all third party claims, losses, damages, costs, or expenses (including without limitation, penalties and interest, reasonable attorneys’ fees, and court costs), arising out of (i) the Indemnitor’s performance or non-performance of any obligations, representations, warranties, covenants, or duties contained in this Agreement or any SOW; (ii) any actual or alleged negligent act or omission or intentional misconduct on the part of the Indemnitor; or (iii) any actual or alleged violation of applicable law on the part of Indemnitor.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, DATA, OR BUSINESS INTERRUPTION, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. DISPUTE RESOLUTION. The Parties agree to meet and confer in good faith on all matters of common interest or all controversies, claims, or disputes (“Disputes”) which materially affect the performance of either Party under this Agreement. Once one Party notifies the other of a Dispute, the Parties’ designated account representatives will make all reasonable efforts to reach a resolution within two (2) weeks after receipt of such notice. If the Dispute cannot be resolved between the Parties’ account representatives, the Parties will escalate the matters to their respective executive management, who will make all reasonable efforts to reach a resolution within two (2) additional weeks after such escalation. If the Dispute is not resolved by the Parties’ respective executive management each Party shall be free to pursue litigation or any other recourse available to it under law and/or equity. All actions or proceedings arising in connection with this Agreement or the breach thereof shall be submitted to JAMS (“JAMS") for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000, or under JAMS’ Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the "Rules”) to be held solely in San Diego, California, in the English language in accordance with the provisions below. In the event of any arbitration or litigation between the Parties hereto with respect to this Agreement, the prevailing Party (the Party entitled to recover the costs of suit, at such time as all appeals have been exhausted or at the time for taking such appeals has expired) shall be entitled to recover reasonable attorneys’ fees in addition to such other relief as the tribunal may award.

7. GOVERNING LAW; JURISDICTION. The laws of the State of California shall govern the validity and interpretation of this Agreement, the performance by the Parties of their respective obligations hereunder, and all other causes of action (whether sounding in contract or in tort) arising out of or relating to this Agreement or the termination of this Agreement without regard to its conflict of laws rules.

8. NOTICES. All written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt. All notices shall be in English. Notices shall be sent to the set forth above or to such other address as may be designated by a Party from time to time in accordance with this Section.

9. INDEPENDENT CONTRACTOR. The Parties acknowledge and agree that the Parties are, and at all times shall act as, an independent contractor and not as an employee, partner, joint venturer or agent of the other Party. The Parties further acknowledge and agree that, unless otherwise instructed in writing, the Parties shall not represent themselves as the agent or legal representative of the other Party for any purpose whatsoever.

10. NON-SOLICITATION. The services that EWM renders are made possible only by a substantial investment in advertising, recruiting, and training a large staff of personnel. As such, except as otherwise prohibited by law, during the term of this Agreement and for a period of twelve (12) months thereafter, Client agrees that it shall not solicit or induce, either directly or indirectly, any EWM internal staff employee providing services on-site at Client for employment opportunities outside of EWM, including through any other staffing services provider, payroll provider or employer. This provision likewise applies if Client solicits the services of the EWM internal staff employee that is on-site at Client as a consultant or independent contractor. The foregoing shall not apply if the EWM internal staff employee independently respond to Client’s general advertisement or posting in the ordinary course of business where such advertisement or posting is not directly aimed at the EWM internal staff employee. If Client breaches this provision, Client agrees to pay EWM damages in the amount equal to one (1) year’s compensation offered to the internal staff employee hired. Client’s payment of the damages is EWM's exclusive remedy for Client’s breach of this provision. The Parties intend that these damages constitute compensation, and not a penalty.

11. ASSIGNMENT. The Parties agree that this Agreement and any obligations hereunder may not be assigned or delegated by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld.

12. WAIVER. Either Party's waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition thereof.

13. CONSTRUCTION; SEVERABILITY. All section captions and headings are for reference only and shall not be considered in interpreting or construing this Agreement. This Agreement will be fairly interpreted in accordance with its terms, without any strict construction in favor of or against either Party. English shall be the governing language of this Agreement. In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable, then the invalid, illegal, or unenforceable provision shall be replaced by a revised provision, which, being valid, legal, and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal, or unenforceable provision, and the remainder of this Agreement will remain binding and in full force and effect.

14. COMPLETE AGREEMENT. No modification to the Agreement will be binding, unless in writing and signed by an authorized representative of each party. Except as otherwise provided herein, this Agreement, including its SOWS and Exhibits, which are incorporated herein by this reference, is the Parties’ entire Agreement relating to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter. Notwithstanding the foregoing, if EWM and Client have entered into a specific contractual document and there is a conflict between this Agreement and that specific contractual document, the specific contractual document shall supersede and control. No party is relying on any representations other than those expressly set forth herein and therein. If there is a conflict between this Agreement and any SOW (or Exhibits to SOWs), the SOW terms shall control first, then the Exhibits to the SOW shall control, and thereafter, this Agreement.

15. EQUAL OPPORTUNITY EMPLOYER. EWM is an Equal Opportunity Employer and complies with all federal and state equal opportunity and anti-discrimination laws. As an Equal Opportunity Employer, EWM has an ongoing commitment to present the best and most qualified individuals possible, without regard to perceived or actual race (including traits associated with race such as hairstyle and hair texture), sex (including pregnancy, childbirth, breastfeeding, and medical conditions related to pregnancy, childbirth, or breastfeeding), reproductive health choices, gender, gender identity, gender expression, genetic information, color, religion, religious creed (including religious dress and grooming practices), age (as prohibited by law), ancestry, national origin (including language use restrictions, cultural characteristics, and traits associated with national origin such as height and weight), marital status, status as a disabled veteran or veteran of the Vietnam era, military and veteran status, service in the uniformed services, expunged juvenile record, mental or physical disability (including HIV and AIDS), medical condition (including cancer and genetic characteristics), sexual orientation, denial of family and medical care leave, crime victim status, or any other basis proscribed by federal, state, or local law. Client agrees to likewise comply with all federal and state equal opportunity and anti- discrimination laws.

EXHIBIT 1
STATEMENT OF WORK: PAYROLLING

This Statement of Work: Payrolling (“Payrolling SOW” or “Exhibit 1”) is entered into by and between Secure Talent, LLC dba Eastridge Workforce Management (“EWM”) and Client, and governs the provision of payroll processing and employer of record services for temporary workers that have been identified by Client and referred to EWM for payroll processing and placement at Client’s designated locations (“Payrolled Workers”). EWM and Client are hereinafter referred to jointly as the “Parties” and each as a “Party”.

EWM and Client agree that in the event of a conflict between any term or condition in the Agreement and any term or condition in this Payrolling SOW, the terms and conditions set forth in this Payrolling SOW shall supersede and control.

TIMEKEEPING PROCEDURES. Client’s approval (“Approval”) of hours worked by Payrolled Workers certifies that the hours reported are correct and that the work was performed satisfactorily. Client’s Approval may be communicated via EWM’s web-based time approval portal or any other mutually agreed upon method. Client’s Approval must be made on a weekly basis. Should Client fail to timely provide its Approval or dispute Payrolled Workers’ hours worked, the hours will be deemed accepted and an Approval by Client. Client will be sent a weekly itemized invoice for hours worked based on hours shown on the Payrolled Workers’ time cards or other approved time tracking method. Overtime shall be paid to the Payrolled Workers in accordance with State and Federal law and billed with the applicable markup.

INSURANCE. Client agrees to maintain all reasonable and customary insurance coverage, including but not limited to, workers’ compensation insurance and general liability insurance coverage for Client’s own workers/employees.

NOT A PEO. As EWM is not a Professional Employer Organization (PEO), Client agrees that EWM will not provide payroll processing and employment of record services for Client’s full-time, regular staff employees.

CLIENT RESPONSIBILITIES. Client is responsible for the following:

Sourcing, screening, and recruiting Payrolled Workers.
Verifying the expertise, qualifications, credentials and suitability of the Payrolled Workers to provide the specific service Client requires.
Supervising, directing, and controlling the day-to day work performed by Payrolled Workers at all times.
Reviewing and approving the Payrolled Workers’ ongoing and final work product in accordance with Client’s requirements and professionally recognized standards.
Complying with all applicable federal, state and local laws related to the supervision, direction and control of the Payrolled Workers, including but not limited to meal and rest period regulations; hours and days of work; the provision of a work environment that is free from unlawful harassment and discrimination; and coordinating with EWM regarding leaves (including paid sick leave) and accommodations under the Family and Medical Leave Act, the American’s With Disabilities Act, or any other federal, state or local provision.
Providing any and all tools, supplies, equipment and ergonomically appropriate workstations to Payrolled Workers (and providing reasonable notice to EWM with respect to workspaces that require ergonomic evaluations), all of which shall be at Client’s sole cost and expense, required in the performance of work for Client and incurring any loss of, or damage to, any property or equipment that Client entrusts to Payrolled Workers.
Being responsible for the security of any tools, supplies and equipment provided to Payrolled Workers as well as any on-line cyber security concerns.
Providing a safe work environment for Payrolled Workers, in compliance with all health and safety requirements, and free of unlawful harassment, discrimination or retaliation.
Providing site and job specific safety training for each position, including providing personal protective equipment and instruction on its use, if applicable.
(2) accidents and/or injuries; and (3) claims of harassment, discrimination or retaliation involving Payrolled Workers. For any workplace injury to any Payrolled Worker, including first aid, Client will immediately notify EWM’s 24-hour safety hotline at 1-888-237-1223. Client agrees to allow EWM representatives access to Client’s premises to investigate accidents, injuries, or other safety concerns.Communicating and cooperating with EWM regarding any (1) alleged violation of health or safety requirements;
Recording any injuries to Payrolled Workers on Client’s own injury and illness log (“OSHA Log”), in accordance with 29 CFR 1904.31(b)(4).
Communicating and cooperating with EWM regarding employment-related matters concerning Payrolled Workers with EWM, including, but not limited to, employment status, job duties/assignments, changes in job duties/assignments, and pay rate/procedures.
Indemnifying, defending, and holding harmless EWM and its affiliated entities and divisions; and their respective principles, agents, shareholders, and employees, collectively referred to as “EWM Indemnitees”; from and against any and all actual or alleged claims, demands, causes of action, damages, losses, costs, expenses, attorneys’ fees, awards, fines, judgments, or liabilities, in law or in equity, of any kind and nature how so ever arising out of the Payrolled Workers’ actual or alleged acts and/or omissions, including but not limited to claims for property damage (physical or intellectual), theft, and bodily injury, and death. Such duty to indemnify as enumerated above applies to the fullest extent permitted by law, regardless of any passive or active negligent act or omission of the indemnitees. EWM, its affiliated entities and divisions, and their respective principles, agents, shareholders and employees, shall not assume any liability for any loss, claims, damages, causes of action, costs, expenses, attorneys’ fees, awards, fines, judgments, or liabilities, in law or in equity, of every kind and nature, how so ever caused, or resulting from Payrolled Workers during the course and scope of their assignments with Client, including but not limited to claims for property damage (physical or intellectual), theft, and bodily injury (including death).

EWM RESPONSIBILITIES. EWM is responsible for the following:

Paying wages and/or salaries of Payrolled Workers and shall make all applicable withholdings for federal and state income taxes, unemployment insurance taxes, social security taxes, and other required or voluntary withholdings.
Proving workers’ compensation coverage for Payrolled Workers.
Providing unemployment insurance coverage for Payrolled Workers.
Providing medical and other benefits as required by applicable law for Payrolled Workers.
Coordinating any and all employee relations matters regarding Payrolled Workers with Client.

[APPLICABLE ONLY IF OPERATION OF MOTOR VEHICLES AND/OR TRAVEL IS REQUIRED]
OPERATION OF MOTOR VEHICLES AND/OR TRAVEL. As a special accommodation to Client, EWM will permit Payrolled Workers, placed on assignment with Client in the positions identified in writing by the Parties, to occasionally operate motor vehicles and/or travel, as applicable, in connection with such assignments, provided the following requirements are met.

Client agrees to the following:

All time spent traveling (excepting standard commute time) is compensable work time for which Client will be billed pursuant to the Billing Terms set forth in this Payrolling SOW. For clarity, Payrolled Workers will be paid their regular rate of pay (or other rate of pay mutually agreed to in writing) for time spent traveling (excepting standard commute time), and any overtime or double time resulting from the travel shall be paid to the Payrolled Worker in accordance with applicable Federal and State law. Travel time will be billed to Client at the applicable markup.
Client is responsible for all transportation, hotel accommodations and meals while Payrolled Workers are on travel assignment, if applicable. EWM will bill Client for all travel expenses incurred by Payrolled Workers, including, but not limited to, rental car, gasoline, mileage and meals not otherwise provided, and Client agrees to reimburse EWM promptly for such travel expenses. No markup will apply to expense reimbursements. If an expense advance is issued to a Payrolled Worker by Client, Client understands and agrees that EWM is not responsible for the return of these funds. Client shall notify EWM in writing if it has an expense reimbursement procedure/policy other than as what is set forth herein.
If a Payrolled Worker is required to travel as part of the assignment, Client will carry any and all appropriate liability insurance coverage in the amount of $1,000,000 combined single limit to cover any injury, accident or damages that may occur during assignment related travel by Payrolled Worker.
If a Payrolled Worker is required to operate a motor vehicle as part of the assignment, Client will carry automobile liability insurance coverage in the amount of $1,000,000 combined single limit, each accident.
If applicable, Client will name EWM as an additional insured on Client’s automobile liability policy and will provide proof in the form of an Insurance Certificate. Client agrees that Client’s insurance shall be primary to EWM’s insurance.
EWM, its affiliated entities and divisions, and their respective principles, agents, shareholders and employees, shall not assume any liability for any loss, claims, damages, causes of action, costs, expenses, attorneys’ fees, awards, fines, judgments, or liabilities, in law or in equity, of every kind and nature, how so ever caused, or resulting from the operation of any motor vehicles by Payrolled Workers or resulting from any travel by Payrolled Workers during the course and scope of their assignments with Client, including but not limited to claims for property damage, theft, and bodily injury (including death).
Client will cooperate in all respects with EWM regarding any and all claims and causes of action and defense of same, including support to EWM’s insurance companies for any claims of subrogation against any responsible third party.
Client agrees to indemnify, defend and hold harmless EWM and its affiliated entities and divisions; and their respective principles, agents, shareholders, and employees, collectively referred to as “indemnitees”; from and against any and all actual or alleged claims, demands, causes of action, damages, losses, costs, expenses, attorneys’ fees, awards, fines, judgments, or liabilities, in law or in equity, of any kind and nature how so ever arising out of Payrolled Workers’ operation of motor vehicles and/or travel ,as applicable, during the course and scope of Payrolled Workers’ assignments with Client, including but not limited to claims for property damage, theft, bodily injury, and death. Such duty to indemnify as enumerated above applies to the fullest extent permitted by law, regardless of any passive or active negligent act or omission of the indemnitees.
Client will notify EWM via a requisition form or email that a Payrolled Worker may be required to operate a motor vehicle and/or travel during the course and scope of the Payrolled Worker’s assignment with Client. Such Payrolled Worker shall not be permitted to operate a motor vehicle and/or travel until EWM has approved in writing, where such approval shall be in EWM’s sole discretion.

EWM agrees to the following:

EWM will obtain the signatures, on EWM’s standard Payrolled Worker Travel Agreement & Operation of Motor Vehicle Consent and Waiver (“Consent and Waiver”), of those Payrolled Workers on assignment with Client who may be required to operate a motor vehicle and/or travel during the course and scope of their assignments with Client.
Such Consent and Waiver may be modified from time to time by EWM, in EWM’s sole discretion, without notice to Client.

[APPLICABLE ONLY FOR A TELECOMMUNTING WORK ARRANGEMENT]
TELECOMMUTING WORK ARRANGEMENT. EWM does not ordinarily accept assignments that offer telecommuting work arrangements for Payrolled Workers. As a special accommodation to Client, EWM has agreed to a telecommuting work arrangement for Payrolled Workers in connection with Payrolled Workers’ assignments with Client, provided the following requirements are met:

Client agrees to the following:

All Payrolled Workers will be authorized to work remotely through such time as will be communicated to Payrolled Workers by EWM.
Client understands and agrees that Payrolled Workers shall continue to work closely with Client team and management in their positions and Payrolled Workers will continue to report to their respective Client Managers.
Client shall provide Payrolled Workers with the appropriate and necessary equipment and supplies so Payrolled Workers can perform their job duties during such telecommuting work arrangement, all of which shall be at Client’s sole cost and expense.
Client is responsible for the security of any equipment and supplies provided to Payrolled Workers as well as any on-line cyber security concerns that may arise from telecommuting.
Client agrees that it is responsible for payment for Payrolled Workers’ wages, including payment of overtime and double time, for all hours worked during this telecommuting work arrangement at each Payrolled Worker’s regular rate of pay.
In the event the telecommuting work arrangement is optional, any business expenses incurred by Payrolled Workers during such telecommuting work arrangement shall be reimbursed and billed to Client as a direct pass through cost. For mandatory telecommuting work arrangements, any business expenses incurred by Payrolled Workers during such telecommuting work arrangement shall be reimbursed and billed to Client as a direct pass through cost (unless paid as a bonus, stipend, and/or any other taxable income payment to the Payrolled Workers in which case the mark-up set forth in the Fees Section below would apply).
Client is responsible for the supervision, direction and control of Payrolled Workers at all times.
Client agrees to review and approve Payrolled Workers’ ongoing and final work product in accordance with Client’s requirements and professionally recognized standards.
Client agrees that EWM is not responsible for loss of or damage to any property or equipment (physical or intellectual) that Client entrusts to Payrolled Workers. Client is responsible for providing Payrolled Workers with a safe workplace, in compliance with all health and safety requirements, and free of unlawful harassment, discrimination or retaliation.

EWM agrees to the following:

EWM will obtain the signatures, on EWM’s standard Payrolled Worker Telecommuting Agreement, for those Payrolled Workers on assignment with Client who have a telecommuting work arrangement with Client.
Such Telecommuting Agreement may be modified from time to time by EWM, in EWM’s sole discretion, without notice to Client.

CLASSIFICATION OF PAYROLLED WORKERS AS NON-EXEMPT. EWM shall automatically classify all Payrolled Workers as non-exempt. If Client desires to classify a Payrolled Worker as exempt, Client is responsible for providing a full job description/ job duties, pay rate/salary, resume, and any other information that EWM may reasonably request so that EWM can conduct a thorough exempt classification analysis. Upon receipt of such information, EWM will coordinate with Client regarding proper classification of a Payrolled Worker with respect to applicable compensation and exemption from overtime, if applicable.

OFFICE ENVIRONMENT POSITIONS. Client agrees that all work is to be performed by Payrolled Workers on such premises as agreed to by EWM. Client agrees that EWM will only employ Payrolled Workers engaged in professional, office environment positions as set forth in the Fees Section below (i.e. Job Code Type 8810; positions that do not have an increased risk of work-related injuries). Client agrees that any exceptions, including position descriptions and workers’ compensation codes, must have EWM’s prior written approval. Client agrees not to alter the physical job duties or physical work environment of any Payrolled Workers without the written consent of EWM.

BILLING TERMS. Client will be sent a weekly itemized invoice, which is due and payable net fifteen (15) days from the receipt of invoice by Client. In the event Client disputes any charge, Client must notify EWM in writing within ten (10) calendar days of the invoice date specifying the disputed charges and the reason for the dispute. Interest at 1% per calendar month (12% Annual Percentage Rate) will be assessed on accounts thirty (30) days or more past due. In the event Client is in breach of EWM’s payment terms, EWM shall have the immediate right to terminate this Payrolling SOW.

EWM FEES:
MARK-UPS. Client will be billed at a markup over the pay rate to the Payrolled Worker for all hours worked on an assignment and if applicable, reporting time pay (as defined by applicable law), bonuses, stipends, mandated sick leave, any Client PTO, or holiday pay for Payrolled Workers, if applicable, and/or any other compensation or payments made to Payrolled Workers.

BUSINESS EXPENSES. Any business expenses incurred by Payrolled Workers during their assignments with Client (including any telecommuting work arrangements with Client) shall be reimbursed and billed to Client as a direct pass through cost (unless paid as a bonus, stipend, and/or any other taxable income payment to Payrolled Workers in which case a mark-up rate would apply).

MISCELLANEOUS FEES. The markups do not include costs associated with county, city, or state sales tax. If applicable, EWM will bill those costs to Client as a direct pass-through.

MANDATORY HEALTH INSURANCE FEES UNDER THE AFFORDABLE CARE ACT.
EWM will either (a) bill Client the employer cost of health insurance as a direct pass-through for all enrolled Payrolled Workers on a quarterly basis, or (b) the mark-up rates shall include the cost of health insurance, which shall be mutually agreed to by the Parties.

ANTI-HARASSMENT TRAINING. In those jurisdictions that require mandatory anti-harassment training for Payrolled Workers, EWM agrees to provide such training to Payrolled Workers in accordance with applicable law. Time spent by Payrolled Workers for such mandatory anti-harassment training will be paid to Payrolled Workers and billed to Client at the applicable mark-up. Training time will count as hours worked for purposes of overtime compensation. Additionally, EWM will bill Client for any additional costs associated with such mandatory anti-harassment training.

BACKGROUND CHECKS: Client shall notify EWM in writing if it desires EWM to perform background checks on Payrolled. If Client elects EWM to perform background checks on Payrolled Workers prior to starting on assignment with Client, Client may select from the following packages:

☐ BASIC + FEDERAL CRIMINAL W/INTL
☐ BASIC + FEDERAL CRIMINAL + EDU W/INTL
☐ BASIC + FEDERAL CRIMINAL + 5 PANEL eCUP W/INTL
☐ BASIC + FEDERAL CRIMINAL + SON + 10 PANEL xCUP W/INTL
☐ OTHER

Client understands and agrees that EWM adjudicates background checks based on EWM’s evaluation criteria in compliance with applicable state and federal law. Should Client have its own adjudication guidelines, Client is responsible for providing EWM with Client’s legally compliant adjudication guidelines in advance. All background checks are billed as a direct pass-through to Client without an additional markup or fees. EWM will bill Client for all background checks completed, whether or not a Payrolled Workers starts the assignment with Client.

CONVERSION TERMS. Client may convert Payrolled Workers to Client’s own payroll at any time with no fee.

EXHIBIT 2
STATEMENT OF WORK: INDEPENDENT CONTRACTOR REVIEW AND/OR INVOICE PROCESSING SERVICES

This Statement of Work: Independent Contractor Review and/or Invoice Processing Services (“IC Review and/or Invoice Processing Services SOW” or “Exhibit 2”) is entered into by and between Secure Talent, LLC dba Eastridge Workforce Management (“EWM”) and Client), and governs EWM’s provision of 1) reviews for individuals acting, or planning to act, as independent contractors for Client, and 2) invoice processing services for Client’s independent contractors and/or vendors. EWM and Client are hereinafter referred to jointly as the “Parties” and each as a “Party.”

EWM and Client agree that in the event of a conflict between any term or condition in the Agreement and any term or condition in this IC Review and/or Invoice Processing Services SOW, the terms and conditions set forth in this IC Review and/or Invoice Processing Services SOW shall supersede and control.

1. DESCRIPTION OF SERVICES.

a. Independent Contractor Review Services (“IC Review Services”). As requested by Client, EWM will review the status of individuals acting, or planning to act, as independent contractors for Client that have been selected by Client and submitted to EWM (“Independent Contractor Candidates”). EWM will provide its best business judgment as to whether Independent Contractor Candidates are, or could be, properly classified as independent contractors according to then applicable State and Federal law surrounding the issue of 1099/independent contractor versus W-2/employee status. Such review shall consist of the solicitation of information from Client and the Independent Contractor Candidates through questionnaires and other means, including EWM’s review of pertinent documents concerning the work to be performed. After receipt of complete information and required documentation from Client and the Independent Contractor Candidate, EWM will consider, based on the information provided, whether the relationship between the Independent Contractor Candidate and Client poses a risk of misclassification to Client if classified as an independent contractor in the form of a written review (“Review”). The Review shall set forth the classification recommendation of W2/employee or 1099/independent contractor (“Classification Recommendation”), a non-exhaustive list of factors considered as part of the review process upon which the Classification Recommendation is based, and, if applicable, additional specific recommendations (“Additional Recommendations”) to be followed in order for the Classification Recommendation to apply. The Classification Recommendation and any Additional Recommendations contained in the Review shall be based on EWM’s reliance on information provided by Client and the Independent Contractor Candidate regarding worker utilization, working conditions, the Independent Contractor Candidate’s business structure, and other aspects of the proposed independent contractor engagement(s). Client understands and agrees that EWM shall assume that Client and the Independent Contractor Candidate have provided EWM with complete, accurate, and current information. The final decision as to the classification of an Independent Contractor Candidate shall rest solely with Client.
b. Invoice Processing Services (“Invoice Processing Services”). As requested by Client, EWM will perform Invoice Processing Services (i) for independent contractors who are performing services for Client and whose independent contractor status has been previously reviewed by EWM pursuant to the Review set forth in Section 1(a) (“Independent Contractors”), and (ii) for vendors who are providing services directly to Client (“Vendors”). Invoice Processing Services shall include the provision of general administrative functions such as consolidated billing for Independent Contractors/Vendors, payment processing for Independent Contractors/Vendors, payment and invoice reporting for Client, annual 1099 issuance support for Independent Contractors (if applicable/required), and other administrative services that may be mutually agreed between Client and EWM. Client acknowledges and agrees that EWM does not provide IC Review Services for Vendors if Vendors meet specific criteria once submitted to EWM (“Vendor Submission”) for requested Invoice Processing Services. For Vendor Submissions, Client represents and understands that EWM relies upon such representation, that Vendors are properly classified by Client as independent contractors while performing services for Client pursuant to applicable State and Federal law.

2. CLIENT RESPONSIBILITIES.

Client is responsible for the following:
a. Verifying the expertise, qualifications, credentials, and suitability of Independent Contractors and/or Vendors to provide the specific services Client requires.
b. Providing guidance to Independent Contractors and/or Vendors on scope, timing and expectations on the specific services Client requires.
c. Reviewing and approving ongoing and final work product of Independent Contractors and/or Vendors in accordance with Client’s requirements and professionally recognized standards.

3. BILLING TERMS.

An itemized invoice based on the Fees Section of this IC Review and/or Invoice Processing Services SOW, will be sent to Client for payment on a weekly basis. Payment for all undisputed charges is due net fifteen (15) days of the invoice date. Payments from EWM to Independent Contractors and/or Vendors, as applicable, are made strictly on a “pay when paid” basis. EWM will remit funds to Independent Contractors and/or Vendors, as applicable, only after receiving said funds from Client. In the event Client disputes any charge, Client must notify EWM in writing within ten (10) calendar days of the invoice date, specifying the disputed charges and the reason for the dispute. Interest at the rate of 1 percent (1%) per calendar month (0.33% per day; 12% Annual Percentage Rate) will be assessed on accounts past due. A service charge of 25% may be imposed on any account referred to collections. Client agrees to pay EWM’s reasonable attorney’s fees for any account referred to collections. In the event that Client is in breach of EWM’s payment terms, EWM shall have the immediate right to terminate all services, in additional to any other rights contained herein.

4. OTHER TERMS AND CONDITIONS.

a. EWM shall not be responsible for withholdings from payment to Independent Contractors and/or Vendors, including but not limited to withholdings for federal and state income taxes, unemployment insurance taxes, social security taxes, or other required or voluntary withholdings.
b. Client agrees that EWM is not responsible for any loss or damage to any property or equipment that Client entrusts to Independent Contractors and/or Vendors.
c. Client agrees that EWM is not responsible for the acts and/or omissions of Independent Contractors and/or Vendors.
d. As applicable, Client is responsible for providing Independent Contractors and/or Vendors with a safe workplace, in compliance with all health and safety requirements, and free of unlawful harassment or discrimination.

5. INDEMNIFICATION.

a. EWM Indemnification for IC Review Services. EWM will defend, indemnify, and hold harmless Client and its officers, directors, shareholders, employees, agents, parents, subsidiaries and affiliated entities and divisions, from and against any and all claims, losses damages, costs, or expenses (including without limitation, penalties and interest, reasonable attorneys’ fees, and court costs), (collectively “Damages”), which Client may incur as a result of EWM’s gross negligence in the provision of IC Review Services as contemplated by this IC Review and/or Invoice Processing Services SOW. Client understands that EWM’s Classification Recommendations surrounding independent contractor versus employee status result from the facts as presented at the time of issuance of the Review. As such, the indemnity set forth herein shall not apply to any Damages that result from (a) incomplete or inaccurate information presented to EWM by Client or theindividual Independent Contractor Candidate, (b) if EWM’s Classification Recommendation and Additional Recommendations set forth in the Review are disregarded by Client and/or the Independent Contractor Candidate, or (c) if there are subsequent changes in the working relationship between Client and the Independent Contractor Candidate after EWM has rendered a Classification Recommendation and Review. Client understands that in providing Classification Recommendations as to independent contractor versus employee status, EWM is in no way providing Client with legal advice.

b. EWM Indemnification for Invoice Processing Services. EWM will defend, indemnify, and hold harmless Client and its officers, directors, shareholders, employees, agents, parents, subsidiaries and affiliated entities and divisions, from and against any and all Damages arising out of EWM’s breach of any obligations, representations, warranties, covenants, or duties contained in this IC Review and/or Invoice Processing Services SOW; or any actual or alleged negligent act or omission, intentional misconduct, or violation of applicable law in performing Invoice Processing Services as contemplated by this IC Review and/or Invoice Processing Services SOW.
c. Client Indemnification. Client will defend, indemnify, and hold harmless EWM and its officers, directors, shareholders, employees, agents, parents, subsidiaries and affiliated entities and divisions, from and against any and all Damages arising out of the Client’s performance or non-performance of any obligations, representations, warranties, covenants, or duties contained in this IC Review and/or Invoice Processing Services SOW; any actual or alleged negligent act or omission, intentional misconduct or violation of applicable law on the part of Client; or any actual or alleged negligent act or omission, intentional misconduct or violation of applicable law on the part of Independent Contractors and/or Vendors.

6. FEES.

a. The fee for IC Review and Vendor Submissions shall be a dollar amount per Review and/or Vendor Submission as provided by EWM.
b. The fee for Invoice Processing Services shall be a percentage of total Independent Contractor’s and/or Vendor’s, as applicable, invoice amount, as provided by EWM.

Secure Talent, LLC - General Terms and Conditions.1.27.2025