• Embed Doc
  • Copy Link
  • Readcast
  • Collections
  • CommentGo Back
Download
 
SECONDARY SUPPLIER SERVICE AGREEMENT
THIS SECONDARY SUPPLIER SERVICE AGREEMENT
(this"Agreement") is made and entered into this 15th Day Of April,2005, by and among
Aegis It Solutions, Inc.
, a (n) Californiacorporation, with its principal place of business located at 638Hill Street #5 Inglewood, Ca 90302 (hereinafter referred to as“Secondary Supplier”), and
TEKSYSTEMS, INC.
, a Marylandcorporation, with its principal place of business located at 7437Race Road, Hanover MD, 21076 (hereinafter referred to as“Primary Supplier”).WHEREAS, Primary Supplier currently providessupplemental staffing and other personnel to provide serviceson a project or temporary basis to
Cingular Wireless
(the"Customer"); andWHEREAS, Primary Supplier wishes to subcontractwith Secondary Supplier to provide temporary help services toCustomer, an existing customer of Primary Supplier.NOW, THEREFORE, Secondary Supplier andPrimary Supplier, in consideration of the mutual promisesherein and other good and valuable consideration, agree asfollows:
1. Job Descriptions.
Secondary Supplier agrees to assign itsemployees to Customer in order to perform the Work describedin Exhibit A for Customer. Secondary Supplier acknowledgesthat the pay and bill rates set forth in Exhibit B wereestablished pursuant to an agreement between PrimarySupplier and Customer (the "Primary Agreement"). PrimarySupplier shall provide pertinent sections of the PrimaryAgreement to the Secondary Supplier as deemed necessaryby Primary Supplier.
2. Services.
In addition to performing the work described inExhibit A, Secondary Supplier agrees to recruit, interview,select, and hire applicants who, in Secondary Supplier’s judgment, are best qualified to perform the type of workdescribed in Exhibit A. As the employer of such employees,Secondary Supplier will: (i) maintain all necessary personneland payroll records for its employees assigned to Customer;(ii) compute their wages and make all withholdings requiredpursuant to applicable laws, including, without limitation, for federal, state and local income tax and unemploymentinsurance; (iii) remit employee withholdings to the proper governmental authorities and make employer contributions andpayments required pursuant to applicable laws, including,without limitation, for federal state and local income tax andunemployment insurance; (iv) pay net wages and fringebenefits, if any, directly to its employees; (v) provide for liability,fidelity, and Workers’ Compensation insurance coverage in theamounts as hereinafter set forth; (vi) ensure that all of itsemployees assigned to Customer are legally authorized to beemployed in the United States; and (vii) at the request of Primary Supplier or Customer for any valid legal reason,remove any of its employees assigned to Customer; provided,that this arrangement shall in no way affect the right of Secondary Supplier in its sole discretion as employer, to hire,assign, reassign, and/or terminate its own employees.All Secondary Supplier employees assigned to Customer hereunder shall abide by all of the policies and procedures of the Customer and Primary Supplier. Secondary Supplier shallrequire all of its employees assigned to Customer to sign allpaperwork require by Customer or Primary Supplier prior tobeginning an assignment, including, but not limited to,confidentiality agreements, assignment of patents andcopyrights, etc.Secondary Supplier understands, acknowledges and agreesthat all personnel assigned by Secondary Supplier to Customer to perform services hereunder shall be employees of Secondary Supplier. In the event that any assertion is madethat any person assigned by Secondary Supplier to fill aparticular Customer order is or was an independent contractor or an employee or joint employee of Primary Supplier or Customer, Secondary Supplier agrees to indemnify, defendand hold harmless Primary Supplier and Customer for anyclaim, suit, cause of action, demand, loss, damage, cost or expense (including reasonable attorneys' fees) which mayarise in any manner from such assertion or a finding that theperson is or was an independent contractor or an employee or  joint employee of Primary Supplier and/or Customer. PrimarySupplier or Customer will notify Secondary Supplier within areasonable time of any investigation which may be institutedconcerning the status of any person placed by SecondarySupplier.
3. Timekeeping
.Secondary Supplier's employees shallcomplete and sign time slips on a weekly basis in order torecord compensable working time of such Secondary Supplier employees. A member of Customer's staff will be designatedand authorized to sign such time slips on behalf of Customer.In the event Customer’s authorized representative isunavailable to sign the time slips, it is agreed that PrimarySupplier is appointed as an agent of Customer for the solepurpose of signing such time slips on behalf of Customer for the Secondary Supplier employees assigned hereunder.The standard workweek is from Sunday to Saturday. Approvedtimesheets and/or expense forms for the prior week's workmust be submitted to Primary Supplier by the followingTuesday. Any timesheets and/or expenses not submitted toPrimary Supplier within thirty (30) days from the date of servicewill not be billable to the Client, and therefore Primary Supplier is under no obligation to compensate Secondary Supplier for such timesheets and/or expenses.
4. Compensation
. In consideration of Secondary Supplier’sperformance hereunder, Primary Supplier agrees to paySecondary Supplier at the rate(s) set forth on Exhibit B.Secondary Supplier will invoice Primary Supplier monthly andshall send such invoice to 7437 Race Rd., Hanover, MD21076, Attention: QA Department. Such invoices shall bepayable by Primary Supplier within fifteen (15) days after 
/opt/scribd/conversion/tmp/scratch0/19603212.doc
 
receipt of payment by Primary Supplier from Customer of amounts relating to such invoice. In no event shall PrimarySupplier be obligated to pay Secondary Supplier for anyinvoiced amount unless and until Primary Supplier receivespayment from Customer for amounts relating to such invoice.Notwithstanding the above, if in the event that SecondarySupplier is not in breach of this Agreement, and SecondarySupplier’s invoices are more than thirty (30) day’s aged fromdate of receipt of invoice, Primary Supplier agrees to processand pay Secondary Supplier’s properly submitted invoices atthat time. However, in the event that Primary Supplier’sCustomer does not pay Primary Supplier for its invoices for whatever reason, and Primary Supplier has paid SecondarySupplier pursuant to this section, either (i) Secondary Supplier will promptly refund Primary Supplier for the amount of moneyrepresenting the unpaid invoices, or (ii) Primary Supplier willhave the right to offset against or recoup from any amountsdue Primary Supplier under this Agreement.
5. Workers’ Compensation and Insurance.
SecondarySupplier has procured, and will maintain in effect throughoutthe life of this Agreement, Workers’ Compensation insurance infull limits as required by statute covering Secondary Supplier employees assigned to Customer hereunder. If any directclaim for Workers’ Compensation benefits or awards isasserted against Primary Supplier or Customer by any of Secondary Supplier's employees or, in the event of death, bytheir personal representatives, then Secondary Supplier shallindemnify and hold Primary Supplier and Customer harmlessfrom and against any such claim(s) to the extent of all benefitsand awards, cost of litigation, disbursements and reasonableattorneys’ fees Primary Supplier or Customer may incur inconnection therewith. At Primary Supplier or Customer’soption, and upon written notice, Secondary Supplier willundertake the defense of Primary Supplier or Customer against such claims.Secondary Supplier will maintain in effect throughout the termof this Agreement at its own expense all forms of insurancewhich Primary Supplier may reasonably require from time totime, having limits and covering risks against which a prudentcompany under similar circumstances would insure. Eachpolicy shall name Primary Supplier and Customer and their respective affiliates, directors, officers and employees asadditional insureds and will contain: (i) to the extent possible, awaiver of any subrogation rights against Primary Supplier or Customer or those for whom Primary Supplier or Customer may in law be responsible; (ii) a waiver in favor of PrimarySupplier and Customer such that the insurance policy inquestion shall not be invalidated with respect to their interestby reason of any breach or violation of any warranty,representation, declaration or condition contained in the policy;(iii) a clause stating that the insurance policy will be consideredprimary insurance and shall not call into contribution any other insurance that may be available to Primary Supplier or Customer; and (iv) an undertaking by the insurer to notifyPrimary Supplier and Customer in writing of any materialchange, cancellation, or termination of any provision of anypolicy not less than 30 days prior to the material change,cancellation or termination thereof. All policies shall be takenout with insurers acceptable to Primary Supplier and shall be inform and substance satisfactory to Primary Supplier actingreasonably from time to time. If "claims made" policies areprovided, Secondary Supplier shall maintain such policies for at least five years following termination of this Agreement.Prior to the performance of any work hereunder, SecondarySupplier will provide Primary Supplier with a current Certificateof Insurance attesting to such insurance coverage and listingPrimary Supplier and Customer as additional insureds. Allsuch insurance certificates shall be forwarded to PrimarySupplier.
6. Legal Compliance; Indemnity and Limitation on Liability.
In its performance of this Agreement, Secondary Supplier willcomply with all applicable federal, state and local lawsincluding, but not limited to, all discrimination, wage and hour,employment, workplace health and safety and labor laws, andwill indemnify, defend and hold Primary Supplier and Customer harmless from and against any claims, demands, suits, losses,damages, costs, and expenses arising out of any non-compliance or violation or alleged non-compliance or violationby Secondary Supplier or any of its officers, employees or anyother individual performing services pursuant to this Agreementof any such laws. In addition, Secondary Supplier willindemnify, defend, and hold Primary Supplier and Customer harmless from and against any and all liabilities, claims,demands, suits, losses, damages, costs, and expenses for bodily injury to or death of any person, or damage to or destruction of any property, caused or allegedly caused directlyor indirectly, in whole or in part, by any act or omission on thepart of Secondary Supplier, its officers, employees or any other individual performing services pursuant to this Agreement. Incomplying with workplace health and safety laws, SecondarySupplier will establish written policies and procedures toensure that Secondary Supplier, its officers and employeesand any other individual performing services pursuant to thisAgreement take all reasonable care to prevent workplaceinjuries and illnesses and respond to them effectively whenthey occur. In this regard, Secondary Supplier will provide allinformation requested by Primary Supplier from time to time.Secondary Supplier will indemnify and hold Primary Supplier harmless from and against any claims, demands, suits, losses,damages, costs, expenses, or liabilities of whatever naturewhich are based on or arise from the non-performance or substandard performance of any of the obligations of Secondary Supplier hereunder.Notwithstanding anything contained herein to the contrary,Secondary Supplier shall not bring any claim or otherwiseassert any liability or right to indemnification against PrimarySupplier or Customer arising out of this Agreement, therelationships created pursuant hereto, or the provision of services by Secondary Supplier or its employees to Customer pursuant to this Agreement, except a claim for compensation inaccordance with Section 4.
7. Permits. Licenses and Documentation
.SecondarySupplier will maintain in effect during the term of thisAgreement any and all federal, provincial and/or local licensesand permits which may be required of a corporation transactingbusiness as a temporary help service firm. Upon request,Secondary Supplier shall provide to Primary Supplier, within a
/opt/scribd/conversion/tmp/scratch0/19603212.doc
2
 
reasonable time frame, any documentation that would beneeded to validate the requirements of this Section, including,but not limited to Articles of Incorporation, Certificates of GoodStanding, and any applicable tax records.
8. Force Majeure.
Neither Primary Supplier nor SecondarySupplier shall be responsible for failure or delay in assigning itsemployees to Customer if such failure or delay is due to labor disputes or strikes, fire, riots, war, acts of God, or any other causes beyond their control.
9. Labor Organizations.
Under no circumstances willSecondary Supplier enter into any agreement or understandingwith any union organization affecting any Primary Supplier employee assigned to Customer hereunder. In the eventSecondary Supplier enters into any collective bargainingagreement covering Secondary Supplier employees assignedto Customer, it is understood and agreed that SecondarySupplier shall have sole control and responsibility for and willbe sole signatory under and connected with all such labor negotiations, grievances, collective bargaining agreements,and related labor matters.
10. Assignment and Subcontracting
. Secondary Supplier may not assign or subcontract performance of this Agreement,in whole or in part, without the prior written consent of PrimarySupplier, which consent may be withheld in the sole andabsolute discretion of Primary Supplier. This Agreement shallbe binding upon and inure to the benefit of the parties hereto,their successors, heirs and assigns, as permitted.
11. Term.
The term of this Agreement shall correspond to theterm as set forth in the Primary Agreement between PrimarySupplier and Customer and can be canceled by SecondarySupplier only in accordance with the terms of said PrimaryAgreement. Primary Supplier reserves the right to terminatethis Agreement upon not less than five (5) days’ prior notice atany time without cause during the term of this Agreement.
12. Confidentiality.
During the performance of thisAgreement it may be necessary for the parties to provideconfidential and/or proprietary information to each other. Theparties agree that such information will be held in strictconfidence by the receiving party and will not be disclosed bythe receiving party to any third party or used by the receivingparty for its own purposes, except to the extent that suchdisclosure or use is necessary in the performance by thereceiving party of its obligations under this Agreement. Noinformation shall be subject to the protections of this section if such information is:(a)or becomes publicly available;(b)released by the disclosing party to any onewithout restriction;(c)or becomes known or developed by thereceiving party independently of the confidential and/or proprietary information of the other party; or (d)released in response to a subpoena, courtorder or other legal process.Neither party shall be liable, however, for the inadvertent or accidental disclosure of such information if such disclosureoccurs despite the exercise of the same degree of care assuch party normally takes to preserve and safeguard its ownproprietary information. All writings or documents which containinformation subject to the protections of this section will bereturned by the receiving party upon request of the disclosingparty.
13. Good Faith.
It is understood that all parties will operate ingood faith. It is further understood by the Secondary Supplier that the Primary Supplier will serve, in effect, as the“Customer,” and that all correspondence, communication,transmittal and communiqués, both verbal and non-verbal, willtake place between the Secondary Supplier and the PrimarySupplier, and that the Secondary Supplier is in no waypermitted or allowed to contact Primary Supplier’s Customer,including marketing activity, without the prior knowledge andconsent of Primary Supplier. This is in effect during the term of this Agreement and for a period of one (1) year thereafter.
14. Non-interference with Business Relations.
During theterm of this Agreement and for a period of one (1) year thereafter, Secondary Supplier shall not (i) do anything,intentionally or otherwise, to discredit or otherwise injure thereputation or goodwill of Primary Supplier; or (ii) in any wayinterfere with the relationship of Primary Supplier with anycustomer, employee, independent contractor, engineer or business relation.
15. Restrictive-Covenant Conversion/Right to Hire
.Secondary Supplier agrees that during the term of thisAgreement and for a period of one year thereafter, thatSecondary Supplier will not solicit or attempt to hire anyemployee of Primary Supplier 
 
or Customer 
.
SecondarySupplier understands that violation of this provision wouldcause severe financial hardships and irreparable harm and thatPrimary Supplier and/or Customer would be entitled toinjunctive relief, damages, and other available remedies.
16. Covenant Not To Compete.
Secondary Supplier agreesthat during the term of this Agreement and for one year after the termination of this Agreement, neither Secondary Supplier nor any of its personnel assigned to perform services will beassigned by Secondary Supplier to work for any company or organization which is or will be competing with Customer in thespecific application in which Customer is engaged during theterm of this Agreement.
17. Contract Terms and Conditions.
Secondary Supplier agrees that the terms, conditions, rules and proceduresoutlined in Primary Supplier’s Agreement with Customer willapply to Secondary Supplier and its employees while onassignment at Customer. Primary Supplier will informSecondary Supplier concerning applicable terms, conditions,rules and procedures from time to time. In addition, SecondarySupplier warrants that it will waive any and all liquidationand/or conversion fees to Primary Supplier or Customer.
/opt/scribd/conversion/tmp/scratch0/19603212.doc
3
of 00

Leave a Comment

You must be to leave a comment.
Submit
Characters: ...
You must be to leave a comment.
Submit
Characters: ...