Download our Sub-Contractor Packet - Experis

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					Experis
2050 E. ASU Circle
Suite 120
Tempe, AZ 85284

                                   Independent Contractor Packet Instructions
Please keep this entire packet together. All forms, including this instruction sheet, must be completed and returned to
Experis before an Independent Contractor can be approved. Incomplete packets will not be processed. If you have
any questions, please contact contract services at SubcontractorProgram@comsys.com.
Please note that you may not begin providing services to Experis until you have been approved and the approval
process cannot start until the fully completed IC packet is received from your company.

The Independent Contractor (IC) Agreement contains the mandatory terms and conditions which Experis must flow-
down to its subcontractors to remain in compliance with our client agreements.

Documents to be returned:

1.   Independent Contractor (IC) Agreement and all exhibits attached herein
2.   IC Questionnaire
3.   State issued Articles of Incorporation (or Formation) or state issued Certificate of Good Standing
4.   Certificate of Insurance to include Experis as additional insured & certificate holder.
5.   Completed IRS Form W-9 or Form W-8 (see details below)
6.   Minority Business Certification (if applicable)

**Please note: All documents in this packet requiring signature must be signed by an owner or corporate officer of the
independent contractor company.



You may return your completed packet via one of the following methods (we will accept faxed or scanned
signatures):

        Scan and email to: SubcontractorProgram@comsys.com. Make sure you include your company name in the
         subject line of your email. Please copy your Experis sponsor on the email.

        Fax to: 480.491.1427. Make sure your cover page includes the name of your company and references
         “Independent Contractor Agreement Application”.

        Mail to: Experis at 2050 East ASU Circle Suite 120, Tempe, Arizona, 85284
                  Attn: Contract Services/ Independent Contractor Packet




Experis Independent Contractor Packet (rev04/2011)   CONFIDENTIAL                          Page 1 of 12
                                       Independent Contractor Questionnaire
BUSINESS INFORMATION:
Name of Business:                                                                      President or Owner:
Federal Tax ID Number (TIN):                                                           Email:
Address (with city & state):
Phone Number:                                     Fax Number:                               Duns Number:
Point of Contact (if different than above):                                                      Phone Number:
Market area you support: Regional (Specific)
                               National (US)
                               International
Has your company name changed within the last three years? Yes               No
If Yes, list former name(s):


1.    ORGANIZATION TYPE
     a. Check applicable business type (check one choice below):
        Corporation          State of incorporation                                              Date of incorporation
        LLC                  Registered state of formation                                       Date of registration
        Partnership
        Sole Proprietor
        Other                Please describe:

     b.   List all states in which the business is registered to operate:

      A copy of the state approved Articles of Incorporation or Certificate of Formation must be returned with this packet. A state
      issued Certificate of Good Standing may also be required.

     c.   Check applicable entity type (check one choice below and follow directions):
          US Entity and/or individual     (Complete an IRS Form W9)
          Foreign Entity and/or individual   (Complete an IRS Form W8)

     d.   Is the business owned or controlled by a parent company? Yes            No
          If YES, provide name and TIN of parent company.
          Name                                                 TIN

2.    Will the business owner be performing the services under this agreement as part of his or her own independently-
      established business which is recognized as a corporate entity? Yes       No

3.    Does the business have the ability to realize a profit or suffer a loss as a result of the services performed under this
      agreement? Yes       No

4.    Does the business offer its services to the general public at the same time he or she will be performing services for Experis?
      Yes     No

      a. Is the business free to reject additional projects from Experis? Yes          No

5.    Does the business acknowledge responsibility for its state & federal tax obligations?       Yes       No

6.    Does the business have a significant investment in the facilities, tools, or equipment which will be used when performing the
      services? Yes       No
Experis Independent Contractor Packet (rev04/2011)      CONFIDENTIAL                                     Page 2 of 12
7.     INDEPENDENT CONTRACTOR PERSONNEL

      a.   How many employees (including the owner) does the business pay?

      b.   How many employees (including the owner) are issued a Form W-2?

      c.   How many non-employees are issued a Form 1099?

      d.   Does the business currently possess resources with the necessary skills and training required to perform the services?
           Yes    No

      e.   Does the business subcontract any work to any independent contractors or suppliers (non-W-2 employees)?
           Yes    No

      f.   Does the business expect to utilize the services of any non W-2 employees in the performance of services under an
           agreement with Experis? Yes          No
           (NOTE: The further assignment or subcontracting of any work under this agreement must be approved in advance by the
           Experis Contract Services Department.)

8.     INDEPENDENT CONTRACTOR EXPENSES

      a.   Does the business pay for “required travel” expenses without reimbursement from its client(s)? Yes             No

      b.   Does the business pay for “required equipment” expenses without reimbursement from its client(s)?            Yes    No

      c.   Does the business pay any ancillary expenses without reimbursement from its client(s), i.e. incorporation fees, materials,
           overhead, etc? Yes      No

      d.   Does the business currently maintain active business liability insurance (including general liability, business auto liability
           and workers compensation coverage)? Yes              No
           IMPORTANT NOTE - Before providing services, the IC must name Experis as an Additional Insured and provide a copy
           of the certificate of insurance with this packet or prior to providing any contractual services under any negotiated
           agreements with Experis.

9.     Has the business owner or any of the business’ employees (current or former) ever been employed by any Manpower
       company, including Experis, Jefferson Wells, COMSYS or Venturi? Yes       No      If yes, please provide the name and the
       termination date of employment.

           Name:                                                    Termination date:

           Name:                                                    Termination date:

10.    BUSINESS DIVERSITY CERTIFICATION STATUS
      a. Definitions:
         Control is defined as exercising the power to make policy decisions.
         Operated is defined as actively involved in the day-to-day management and not merely acting as officers or directors.
         Small Business Concern, as used in this certification, means a concern, including its affiliates, that is independently
         owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under
         the criteria and size standards in 13 CFR 121.
         Small Disadvantaged Business Concern, as used in this certification, means a Small Business, as defined above,
         including its affiliates, that is (a) at least 51 percent unconditionally owned by one or more individuals who are defined in
         13 CFR 124 as disadvantaged, or a publicly owned business having at lest 51 percent of its stock unconditionally owned
         by one or more individuals who are defined as disadvantaged and (b) has its management and daily business controlled
         by one or more such individuals. For the purposes of this certification, qualified disadvantaged groups include: African
         Americans, Hispanic Americans, Asian-Pacific or Subcontinent Asian Americans, Native Americans, and any other
         individuals found to be qualified under 13 CFR 124.
         Woman-Owned Small Business Concern, as used in this certification, means a Small Business, as defined above,
         including its affiliates, that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control
         and operate the business.




Experis Independent Contractor Packet (rev04/2011)       CONFIDENTIAL                                    Page 3 of 12
       b.   Minority/Disadvantaged Business        (must be US Citizen)(Written Certification required)
            Qualified As: (check all that apply)
                    Asian-Pacific or Subcontinent Asian American (Written Certification required). Includes Japan, China, Korea,
                     Vietnam, Laos, Cambodia, Philippines, Samoa, Guam, Taiwan, Burma, Thailand, Malaysia, Indonesia,
                     Singapore, Brunei, Republic of the Marshall Islands, the Federated State of Micronesia and the U.S. Trust of the
                     Pacific Northern Marianas.
                    African American       (Written Certification required)
                    Hispanic American       (Written Certification required). Includes South America, Central America, Dominican
                     Republic, Puerto Rico, or the Iberian Peninsula (Portugal or Spain)
                    Native American       (Written Certification required). Includes American Indian, Eskimo, Aleut, and Native
                     Hawaiian

       c.   Woman-Owned Business      (Written Certification required)
       d.   Veteran Owned Business    (Written Certification required)
       e.   Disabled-Veteran Owned Business     (Written Certification required)
       f.   Disabled-American Owned Business     (Written Certification required)


11.    INDUSTRY CLASSIFICATION
       Please indicate your company’s Standard Industry Classification (SIC).
          541430 Graphic Design Services
          54151 Computer Systems Design and Related Services
          541512 Computer Systems Design Services
          541513 Computer Facilities Management Services
          541519 Other Computer Related Services

12.     SMALL BUSINESS CLASSIFICATION
       a. Has your company ever been certified as a Small Business, a Small Disadvantaged Business, or a Woman-Owned Small
          Business by a city, state or federal agency? Yes   No (If yes, please identify the agency and certification must be
          attached.)
          Certifying Agency:
          Address:
          City, State, Zip:
          Contact Name/Phone:
          Certification Date:
          Expiration Date:

13.    What is the name of the Experis recruiting contact that you have been working with for this initial engagement?



14.    What is the name of the Experis client that you will be providing service to during this initial engagement?




I certify that I have answered the above questions truthfully and completely.

For:
                     (Business name)


Signature:

Printed Name and Date Signed:




            **Please complete the information required in the first paragraph of the agreement (next page)




Experis Independent Contractor Packet (rev04/2011)     CONFIDENTIAL                                   Page 4 of 12
INDEPENDENT CONTRACTOR AGREEMENT                                       prior written notice. Furthermore, Experis may terminate any
                                                                       Purchase Order issued hereunder without cause by providing thirty
                                                                       (30) days prior written notice.
THIS INDEPENDENT CONTRACTOR AGREEMENT (the
“Agreement”) effective enter effective date (the “Effective                      (b)       Termination for Cause: Either party will have
Date”) is by and between Manpower Professional Services, Inc.          the option to terminate this Agreement immediately upon notice to
(“Experis”), a Wisconsin corporation, with a principal location at     the other party, if the other party breaches any of its material
2050 E. ASU Circle, Suite #120, Tempe, Arizona 85284, and              duties or obligations under this Agreement and does not cure such
  enter company name (“IC”), a/an enter US state of                    breach within thirty (30) days after notice thereof.
incorporation or formation enter business entity type: (corp or
limited liability company) with a principal location at enter                     (c)      IC may not voluntarily terminate the services
business address .                                                     contracted for under any Purchase Order before the End Date
                                                                       specified on such Purchase Order. In the event IC does so, then,
1. Type of Agreement                                                   notwithstanding Section 15 of this Agreement, IC shall be liable to
Experis is in the business of locating professional consultants with   Experis in an amount equal to the amount Experis would have
specific skill-sets for placement with its various clients (each       received pursuant to this Agreement or any Purchase Order had IC
individually referred to as “Client”). This Agreement allows           continued providing services through the End Date specified on
Experis to propose the services of IC to a Client under an             any Purchase Order (or any extension thereof), in addition to any
agreement between Client and Experis (“Client Agreement”). This        damages incurred by Experis under the Client Agreement that
Agreement is not a purchase commitment or request for delivery         arise out of IC's voluntary termination, unless the Client certifies
by Experis of any IC services. Any services to be performed under      that the services have been completed or that the IC’s services are
this Agreement by IC will be authorized only by Purchase Orders        no longer required.
signed by both parties.                                                           (d)        Experis may terminate either this Agreement
2. Purchase Orders                                                     or any Purchase Order upon as little notice as is provided to it by
The parties agree that a purchase order, in the form attached hereto   its Client, if the Client has terminated any assignment or project
as Exhibit A (“Purchase Order”), shall be executed by the parties      that impacts the services of IC. Experis agrees to pay IC for all
prior to the commencement of IC’s services. Either Experis or its      Client approved fees incurred for services provided hereunder
Client shall determine the scope of the work performed, however        through the effective termination date within thirty (30) days of
the IC shall have the ability to select the means, manner, and         Experis’ receipt of a correctly submitted time record and/or
method of performing the services described in the Purchase            invoice. If Experis has terminated this Agreement or any Purchase
Order.                                                                 Order for IC's uncured breach, Experis may deduct from any
                                                                       payment due IC hereunder any costs incurred by Experis
Each Purchase Order will specify the type of services or level of      attributable to IC's breach.
effort required, the term, and the performance location(s). No
costs other than the rates specified in the Purchase Order will be     4.        Warranty
allowed except as authorized by the Client. No expenses, such as       IC represents and warrants to Experis that: (i) its services will be
travel and living, will be allowed. Neither Experis nor its Client     provided in a timely, professional and competent manner and in
shall be liable to IC for expenses incurred by IC. In addition,        accordance with customary industry standards as well as any
neither Experis nor the Client will provide or bear the cost of        express requirements set forth in the Client Agreement; (ii) to the
formal training of IC. At Experis’ discretion, any provisions          extent that any services provided under a Purchase Order require
contained in a Client Agreement may be incorporated into any           delivery by IC of any work product or deliverable (including,
applicable Purchase Order.                                             without limitation, software), (a) IC shall not place on any of such
                                                                       items any liens, security interests or other encumbrances that
The terms of any Purchase Order will be governed by the terms of       would in any manner affect Experis’ or Client’s use thereof, (b) IC
this Agreement. Unless a Purchase Order provision specifically         shall develop any such items without taking, copying or
states that it is intended to supersede a specific provision of this   incorporating the code, routines or other proprietary materials of
Agreement, then, in the event of a conflict between the terms and      any third party (including without limitation any open source
conditions of any Purchase Order and this Agreement, this              software, “copyleft” software or freeware), unless expressly
Agreement shall control.                                               directed by Experis or the Client to do so in writing; (iii) its
                                                                       services provided under a Purchase Order and any work product or
3. Term and Termination
                                                                       deliverable (including, without limitation, software) provided by
This Agreement will be for a term of three (3) years from the
                                                                       IC under such Purchase Order will not violate or in any way
Effective Date specified above, unless terminated earlier pursuant
                                                                       infringe upon any rights of third parties including, without
to this Section.
                                                                       limitation, any property, contractual, employment, proprietary
          (a)         Termination for Convenience: Subject to the      information, or non-disclosure rights, or any copyrights, patents,
limitations set forth below, either Experis or IC may terminate this   trademark, trade secrets, or other proprietary rights; (iv) no
Agreement without cause by providing the other ninety (90) days        software developed or delivered by IC under any Purchase Order

Experis Independent Contractor Packet (rev04/2011)         CONFIDENTIAL                                Page 5 of 12
contains at the time of delivery, or shall contain, any virus, timer,   6. Record Maintenance
clock, counter, backdoor, or other limiting design or routine that      For a period of three (3) years following the completion of
causes or could cause the software or related system (or any            services provided hereunder IC agrees to maintain records that
portion thereof or any data thereon) to become erased, inoperable,      adequately substantiate the applicability and accuracy of all
impaired, accessible by unauthorized personnel or otherwise             charges. IC also agrees to produce such records for audit by
incapable of being used in the full manner for which it was             Experis and/or Client upon reasonable advance notice.
designed and made available for use by Experis or Client (as
applicable). In the event that IC breaches this warranty, Experis       7.    IC and IC Personnel
shall notify IC in writing describing the deficiency. IC agrees to                (a)      Experis and IC intend that the IC will perform
promptly correct the deficiency without invoicing the cost of said      the work described in the Purchase Order (as defined herein) as an
services. If the deficiencies in the services cannot be corrected to    independent contractor. Accordingly, with respect to the services
the satisfaction of Experis or Client, or if Client requests an         covered by this Agreement and/or any Purchase Order, IC and
immediate refund, IC will promptly refund to Experis any amount         Experis each acknowledge and agree that in no event will IC or
paid for such deficient services.                                       any of its employees be treated as an employee of Experis or its
                                                                        Client for any purposes. Further, IC acknowledges and agrees that
5.   Invoicing and Payment                                              it and its employees are not entitled to any rights, benefits or
          (a)       Within one (1) day after the end of each            privileges provided by Experis or Client to its or their own
Experis’ time keeping cycle (which will be weekly), the IC must         employees. IC warrants that it bears the sole responsibility for its
submit a Experis time record approved by an authorized Client           own payment of salary, taxes, contributions, and benefits, to itself
representative verifying the number of hours of services provided       and to any personnel that IC hires as its subcontractor to provide
by IC to the Client. Approved time records should be sent for           services hereunder. Experis and the Client have no obligation to
processing to the appropriate Experis Branch Administrator, as          provide workers’ compensation coverage or to pay premium
designated on each Purchase Order, and must include the Experis         “overtime” payments. Experis shall not be liable to IC, its
and/or Client Purchase Order number if specified on the Purchase        employees, or its subcontractors for IC’s failure to fulfill its
Order. The processed time record will generate a biweekly IC            compensation, benefit, or tax obligations.
invoice in Experis accounting system based on the hours
submitted and the negotiated rates in such system. The Client                      (b)      IC shall comply with all applicable laws,
approved time record will serve as the IC’s only invoice to             regulations, orders, ordinances, codes, and standards, including
Experis. IC shall be paid by Experis within thirty (30) days of the     identification and procurement of required permits, certificates,
biweekly invoice date. The Client approved time record will             approvals and inspections, insurance coverage (including workers’
                                                                        compensation), proper withholding and submission of social
serve as the IC’s only invoice to Experis.
                                                                        security and income taxes, and any other laws that subsequently
           (b)       IC acknowledges that timely and accurate           become applicable to IC or to the performance by IC or its agents
submission of time records and invoices are critical to Experis         of services under this Agreement or any Purchase Order. The
and its Clients. IC shall, when submitting time records for a           foregoing shall include, without limitation, compliance with the
specified period of time and Purchase Order, include all charges        Fair Labor Standards Act, the Immigration Reform and Control
for the period and for the Purchase Order noted and not for any         Act (including all worker eligibility or I-9 verification
other time period or Purchase Order. If IC fails to include any such    procedures), and all equal opportunity employment and
time records in strict compliance with the terms of this Agreement      nondiscrimination laws and regulations. IC shall procure and
(or as may be otherwise specified by Purchase Order), regardless        maintain all licenses, permits, and registrations necessary to
of the reason for such failure, Experis, in its sole discretion, can    perform the services contemplated by this Agreement.
elect to pay or not to pay, in whole or in part, such time records      Furthermore, IC acknowledges and agrees that it is responsible to
submitted at a later time. Experis’ election to pay or not to pay any   pay, according to law, its income and related employment taxes.
such later submitted time records shall not give rise to any cause      If IC is not a corporation, it may be liable for self-employment
of action on behalf of IC, including failure of consideration. IC       (social security) taxes and/or any other applicable taxes due in
will be solely responsible for compliance with these procedures.        connection with self-employment.
           (c)       IC acknowledges and agrees that it is                        (c)       IC warrants that all information provided by
entitled to compensation only for services that have been               IC in connection with services provided hereunder is true and
accepted and paid for by the Client. IC relies solely on the            accurate to the best of IC’s knowledge. IC authorizes Experis to
credit of the Client, and not that of Experis, for the payment of       verify all IC information provided in conjunction with this
amounts hereunder. IC further acknowledges and agrees that if the       Agreement, including, but not limited to, previous employers,
Client refuses or fails to pay Experis for IC’s services, Experis       educational records, and references. IC warrants that it has the
shall have no liability therefore. Thus, notwithstanding Section 15,    necessary qualifications to perform the services described in any
and upon written demand from Experis, IC will refund to Experis         Purchase Order. Upon Experis’ request, IC agrees to provide and
any payments for which: (i) Client fails to pay Experis; (ii) Client    to pay for, without reimbursement, background checks including
demands a refund from Experis based on IC’s breach of any terms         but not limited to criminal records, credit checks, fingerprinting,
or conditions of this Agreement; and/or (iii) Experis refunds           drug screening, and other Client specific requests.
amounts claimed to be preferential payments made by the Client
prior to a bankruptcy.                                                            (d)       IC warrants that it will obtain the written
                                                                        agreement of any IC subcontractor and personnel to comply with
          (d)       Experis may set off against any and all             the terms of Sections 9, 10, 11 and 12 of this Agreement, as well
amounts otherwise to be paid to IC hereunder or under a Purchase        as any obligations required by a specific Client, prior to the
Order against any and all amounts claimed in good faith to be           placement of such IC subcontractor or personnel at a Client site.
owed to Experis by IC under this or any other agreement. Within         IC agrees to provide copies of any and all such written agreements
sixty (60) days of any such set off by Experis, Experis shall           to Experis and/or the Client upon request.
provide IC a written accounting of such set off.
Experis Independent Contractor Packet (rev04/2011)          CONFIDENTIAL                                Page 6 of 12
           (e)      IC understands that it may be requested to          later), IC agrees that it will not provide or attempt to provide, or
immediately leave any Client site in the event Experis or Client        advise or assist others to take advantage of an opportunity to
determines that IC’s services or conduct are unsatisfactory. Upon       provide, any services to a Client (i) about which IC has received
request, and in the event that the services in question were            information from or through Experis hereunder; (ii) to which IC
performed by an IC subcontractor, IC will use its best efforts to       has been introduced by or through Experis hereunder; and/or (iii)
replace such removed IC subcontractor personnel with a                  to which IC has provided services hereunder.
replacement of equal or superior skills and qualifications at the
same hourly rate as the removed IC subcontractor personnel.                        (b)       The parties agree that a breach of this Section
Experis will not be obligated to pay IC for the time of any             10 may give rise to irreparable harm to Experis and acknowledge
replacement IC subcontractor personnel until such time as such          that remedies other than injunctive relief may not be adequate.
replacement IC personnel is fully able to assume and perform the        Accordingly, Experis has the right to seek equitable and injunctive
duties of the removed IC personnel.                                     relief, as well as to seek appropriate monetary damages from IC
                                                                        and/or its subcontractors in the event of a breach of this Section.
          (f)        IC will not remove, terminate or reassign any
IC personnel or IC subcontractor personnel who have been                11. Intellectual Property Rights
designated by Purchase Order as “Key IC Personnel.” This                IC agrees that all tangible and intangible work product, ideas,
prohibition shall not apply where IC personnel or IC subcontractor      concepts, know-how and information, and the documents,
personnel have been terminated from employment due to cause or          deliverables, software, designs, disks, tapes, and any other media
death or disability.                                                    in which any of the same are fixed and all proprietary rights
                                                                        (including, without limitation, rights under patent, copyright, trade
          (g)        IC warrants that it and any IC subcontractor       secret and other similar laws) therein (collectively “Work
(or its personnel) are not restricted from providing services to        Product”) created in whole or in part by IC, its personnel, or its
Experis and/or the Client by any employment or other agreements         subcontractors during the provision of services under this
and will not create any conflict of interest.                           Agreement are “Works Made for Hire.” All ownership and control
                                                                        of such Work Product will vest exclusively with the Client and/or
8. Client Contact                                                       Experis, as specified by Experis. Effective in each case upon
Except as otherwise requested or directed by Experis, IC will           creation of such Work Product, IC hereby assigns to the Client
communicate directly and exclusively with Experis regarding the         and/or Experis all rights, title and interest in such Work Product
services hereunder and will not communicate directly or indirectly      materials and creations to the Client and/or Experis without any
with the Client without first seeking approval from Experis.            additional compensation and warrants that they are free of all liens
9.   Hiring of Personnel                                                and encumbrances of any type. IC represents and warrants that it
          (a)        During the term of this Agreement and for a        has and will secure from its personnel and subcontractors in
period of twelve (12) months after its termination, IC agrees that it   writing an assignment of any rights such personnel or
will not solicit for hire, hire, or advise or assist others with the    subcontractors have in such Work Product sufficient for IC to
opportunity to do the same, any (i) employees or contractors of         comply with the requirements of this Section. IC agrees to
Client; (ii) employees of Experis; and/or (iii) employees or            execute any documents required by the Client and/or Experis, and
contractors of other suppliers who are on assignment with Client        will provide all information and assistance as may be required by
or had been on assignment with Client during the previous twelve        Client or Experis to register and enforce its rights and implement
(12) months.                                                            these provisions. IC will also disclose to the Client and/or Experis
                                                                        all discoveries, inventions, enhancements, improvements, and
          (b)      During the term of any Purchase Order under          similar creations made, in whole or in part, by IC, its personnel or
this Agreement and at any time thereafter, Client and Experis shall     its subcontractors arising out of the provision of services under
have the right to offer employment to and hire any IC                   this Agreement.
subcontractor or personnel without the payment of any fee or
charge.                                                                 12. Confidential Information
                                                                                   (a)         IC understands that Experis is required to
           (c)       IC will cause any subcontractor used by it         maintain the confidentiality of information obtained from or
hereunder to release its personnel from the terms of any restrictive    disclosed by Client. IC also understands that Experis desires to
covenant or other agreement that may inhibit or restrict the ability    maintain the confidentiality of its own information. IC agrees not
of such personnel from accepting an offer of employment in              to disclose to any third party (other than its approved
accordance with the above Section 9(b). This release shall include,     subcontractors) any Confidential Information relating to Experis,
but not be limited to, any agreement obliging such subcontractors       its agents, its clients (including Client), a Client’s clients, or other
or personnel to pay sums of money (including placement fees) to         Experis ICs or employees. Confidential Information is information
IC or Experis. However, neither IC nor Experis shall be obligated       that is disclosed or obtained during the course of services being
to release their personnel from any rights to recover advances on       performed under this Agreement and includes, but is not limited
salary or vacation time made to such personnel.                         to: (i) trade secrets, know-how, tools, methods, techniques,
          (d)      The parties agree that a breach of this Section      designs, computer source code, customer information, employee
9 may give rise to irreparable harm to the injured party and            information, pricing information, financial information and
acknowledge that remedies other than injunctive relief may not be       business strategies; (ii) any information designated as either
adequate. Accordingly, each party has the right to seek equitable       proprietary, confidential or that contains some other type of
and injunctive relief, as well as to seek appropriate monetary          security classification or restriction; and, (iii) any information
damages.                                                                regarding the existence of, and details about any opening for
                                                                        which candidate may be proposed or interviewed or has learned
10. Non-Competition                                                     about through such interviews, and the identification of the Client
          (a)     During the term of this Agreement and for a           in regard to the opening.
period of six (6) months following the termination of this
Agreement or the End Date of any Purchase Order (whichever is
Experis Independent Contractor Packet (rev04/2011)   CONFIDENTIAL                                         Page 7 of 12
           (b)       IC must not reproduce in any way, divulge or        when due, claims for unpaid wages or benefits, or other violations
remove from the Client’s premises any tangible or intangible             of federal, state or local laws, rules and regulations relating to
property whatsoever, except personal effects, which could                employment.
reasonably be construed as constituting Confidential Information
relating to Experis, any Client, or the clients of any Client. All       15. Limitation of Liability
Client data or materials in the possession of IC or its                  Experis and IC agree that neither shall be entitled to recover from
subcontractors at either the termination of or completion of             the other for any incidental, indirect, special, or consequential
services under this Agreement or individual Purchase Orders must         damages sustained resulting from the action or inaction of the
be returned to the Client. All parties agree that the disclosure or      other under this Agreement, whether the cause of the action
use of Confidential Information in breach of this section may give       against the other is in contract, breach of warranty, tort or
rise to irreparable harm to the injured party and acknowledge that       otherwise, including, but not limited to lost profits, lost
remedies other than injunctive relief may not be adequate.               opportunities and/or delay damages, even if the other party was
Accordingly, Experis and the Client have the right to seek               advised of or was aware of the potential for such damages.
equitable and injunctive relief to prevent the unauthorized              Notwithstanding the foregoing, this limitation shall not apply to:
disclosure or use of any of its Confidential Information, as well as     (i) breaches of confidentiality obligations set forth in Section 12
to seek appropriate monetary damages.                                    above; (ii) any suit, actions, claims, demands, or legal actions to
                                                                         collect any amounts described in paragraphs 3(c) and (d), 4, 5(c)
13. Insurance                                                            and/or 14 (iii) liability resulting from a party's gross negligence or
          (a)        Prior to the provision of services under this       willful misconduct; and/or (iv) IC with respect to a Purchase
Agreement, and at its own expense and without reimbursement, IC          Order in the event that the corresponding Experis or Client
will obtain for itself and all IC personnel the types and levels of      contract does not contain a limitation of Experis' liability at least
insurance as set forth in Exhibit B, and will maintain such              as broad as this Section 15.
insurance during the term of this Agreement.
                                                                         16. Notices
          (b)       The limits and policy types of insurance             All notices issued under this Agreement must be in writing and
coverage may be increased or enforced by amendment to this               will be deemed effective one (1) day after having been sent by a
Agreement or as provided in a Purchase Order because of Client           nationally recognized overnight courier for overnight delivery to
specific requirements. IC agrees to name Experis and Client as           the following designated parties, with delivery confirmation:
additional insured and will provide a copy of the Certificate of
Insurance on the Acord form prior to commencing services under           Experis
this Agreement. Upon request, IC will also provide a copy of its         Contract Services Department
insurance binder or policy.                                              2050 E. ASU Circle, Suite 120
                                                                         Tempe, Arizona 85284
14. Indemnification
           (a)       IC shall, to the fullest extent permitted by law,
indemnify, defend and hold harmless Experis and the Client, and             IC:
any parent, subsidiary or sibling entity of Experis and/or the
Client, and their respective officers, directors, agents, owners,
employees, and successors and assigns (collectively, “Indemnified
Parties”) from and against any and all suits, actions, legal or
administrative proceedings, claims, demands, damages, liabilities,
losses, costs, fees, penalties, fines, expenses and other liabilities    17. Construction
incurred, including reasonable attorney's fees, relating to IC's         This Agreement, together with the Purchase Orders issued under
and/or its subcontractors negligence, misconduct or breach of any        this Agreement, constitutes the entire agreement between Experis
terms or conditions of this Agreement (including, without                and IC with respect to its subject matter and supersedes any and
limitation, the provision or use of Work Product that violates or        all previous or contemporaneous agreements and understandings
infringes upon any rights of third parties including, without            with respect to such subject matter. This Agreement may be
limitation, any property, contractual, employment, proprietary           amended only by an agreement of the parties signed by authorized
information, or non-disclosure rights, or any copyrights, patents,       representative of both parties. Only an authorized Experis
trademark, trade secrets, or other proprietary rights, provided,         Contract Manager may issue modifications to this Agreement.
however, that IC's indemnity obligations hereunder shall not             Any services performed by IC in anticipation of the signing by
extend to the negligence, willful misconduct or breach of this           both parties of a written modification to this Agreement or a
Agreement of or by Experis.                                              Purchase Order shall be done at IC’s sole risk. Should any
            (b)       Furthermore, IC shall, to the fullest extent       provision of this Agreement be held invalid or unenforceable, such
permitted by law, indemnify, defend and hold harmless                    invalidity will not invalidate the whole of this Agreement, but
Indemnified Parties from and against any and all suits, actions,         rather that invalid provision will be amended to achieve as nearly
legal or administrative proceedings, claims, demands, damages,           as possible the same economic effect as the original provision and
liabilities, losses, costs, fees, penalties, fines, expenses and other   the remainder of this Agreement will remain in full force. Waiver
liabilities incurred, including reasonable attorney's fees directly or   by either party of the breach of any provision of this Agreement
indirectly arising out of or in connection with (i) income tax           by the other party will not operate or be construed as a waiver of
withholding, employment taxes, employment benefits, employer             any subsequent, similar or other breach by the breaching party.
contributions, and accounting services related to any tax inquiry;       This Agreement may be executed in any number of counterparts,
or (ii) unlawful discrimination or other employment related issues,      each of which will be an original as against any party whose
including but not limited to allegations of illegal harassment or        signature appears thereon and all of which together will constitute
retaliation, violations of public policy relating to employment,         one and the same instrument. The captions and heading appearing
termination without good cause, failure to pay overtime or wages         in this Agreement are for reference only and will not be
Experis Independent Contractor Packet (rev04/2011)           CONFIDENTIAL                                 Page 8 of 12
considered in construing this Agreement. As used in this               thereof owned by or referring to the other party without the prior
Agreement, "including" means "including without limitation."           written consent of the other party. In the case of IC, these
                                                                       restrictions shall also apply to the Client’s name and the like.
18. Further Assurances                                                 Notwithstanding the foregoing, Experis may include IC’s name in
Each party will from time to time, at the request of the other party   any listing of ICs used in general or with respect to a specific
and without further consideration, execute and deliver other           Client.
documents and take other actions as the other party may
reasonably request to consummate more effectively the                  22. No Joint Venture
transactions contemplated by this Agreement.                           Nothing contained in this Agreement will be deemed or construed
                                                                       as creating a joint venture or partnership between the parties. The
19. Assignment                                                         relationship between the parties is and shall at all times be that of
Neither IC nor Experis may assign or otherwise transfer this           independent contractors.
Agreement or rights hereunder without the prior written consent of
the other. Waiver by IC or Experis, respectively, as to any            23. Laws
transaction shall not operate as a waiver of the prohibition           This Agreement will be governed in all respects, including
contained herein or such party’s rights as to any subsequent           validity, construction, interpretation and effect by the laws of the
transaction. Notwithstanding the foregoing, Experis may, without       State of Wisconsin, without regard to its conflicts of law
IC’s consent, assign this Agreement to (a) a parent, subsidiary, or    principles. The parties hereto consent to the jurisdiction of any
affiliate corporation; (b) a person or entity which, through merger,   state or federal court in Wisconsin for the resolution of any
acquisition or otherwise, succeeds to all or substantially all of      disputes in connection with this Agreement.
Experis’ business, provided such assignee agrees in writing to be
bound by the terms and conditions of this Agreement; or (c) Client     24. Survival of Terms
or Client’s designated service provider.                               Upon the expiration or termination of this Agreement for any
                                                                       reason, Sections 4-7, 9-12, 14, 15, 17, 18, 23, and 24 will survive,
20. No Further Subcontracting                                          and the parties’ rights and responsibilities thereunder will remain
IC may not subcontract any services to be provided hereunder           in full force and effect.
without the prior written approval of Experis. Experis agrees not
to unreasonably withhold or delay its approval, except that Experis    IN WITNESS THEREOF, the parties have caused this
may disapprove a proposed subcontractor based solely on the            Agreement to be executed by their duly authorized representatives
request or direction of the Client. Experis shall have the right at    on the dates set forth below.
any time during the term of this Agreement to revoke its prior
approval of a subcontractor and may direct IC to immediately
remove such subcontractor and its personnel from performing               FOR Experis:
services under this Agreement. IC agrees to obtain the written            By (signature):
agreement of any subcontractor used by IC in connection with the
services contracted for hereunder to comply with the terms and            Print Name:
conditions of this Agreement and any Client specific documents or
                                                                          Title:
obligations as specified in a Purchase Order. Notwithstanding
anything to the contrary contained herein, IC shall remain liable         Date:
for all obligations, services and functions performed by any
subcontractors used hereunder to the same extent as if such               FOR IC:
obligations, services and functions were performed by IC. IC shall
be Experis’ sole point of contact regarding work performed by             By (signature):
IC’s subcontractors hereunder. If IC fails to obtain Experis’ prior
written approval of any subcontractor in strict compliance with the       Print Name:
terms of this Section 20, regardless of the reason for such failure,      Title:
Experis, in its sole discretion, can pursue any of the following
actions: 1) terminate the Purchase Order associated with such             Date:
action; 2) terminate the Agreement; or 3) contract directly with
IC’s subcontractor; furthermore, Experis can elect to pay or not to    THIS IS A PROTECTED DOCUMENT. ONLY THOSE SECTIONS
                                                                       THAT ARE INTENTIONALLY LEFT BLANK ARE AUTHORIZED
pay, in whole or in part, for the services provided by and the
                                                                       FOR INPUT. ONLY CHANGES THAT ARE NEGOTIATED
expenses incurred by such unapproved subcontractor. Experis’           THROUGH EXPERIS' CONTRACT SERVICES DEPARTMENT
election to pay or not to pay any such amounts shall not give rise     WILL BE ACCEPTED AND LEGALLY INCORPORATED INTO
to any cause of action on behalf of IC, including failure of           THIS DOCUMENT ("AUTHORIZED CHANGES"). OTHER THAN
consideration. IC agrees to release its subcontractor from the terms   AUTHORIZED CHANGES, ANY AND ALL CHANGES
of any restrictive covenant or other agreement which may inhibit       INCORPORATED HEREIN WILL BE NULL AND VOID
or restrict the ability of such subcontractor from contracting         REGARDLESS OF THE PRESENCE OF OTHERWISE VALID
directly with Experis. Experis reserves the right to contract          SIGNATURES ON THIS DOCUMENT OR ANY EXECUTED
                                                                       PURCHASE ORDER. ANY REQUESTED CHANGES MUST BE
directly with any subcontractor of IC with which Experis has
                                                                       SUBMITTED TO THE EXPERIS CONTRACT SERVICES GROUP
an existing contractual relationship.                                  OR VIA EMAIL AT: SubcontractorProgram@comsys.com.
21. Publicity                                                          ENTER "REQUESTING SUBCONTRACT CHANGES" IN THE
                                                                       SUBJECT LINE.
Neither party may use in advertising, publicity or otherwise the
name of the other party, or any trademark, trade dress, service
mark, trade name, symbol or any abbreviation or contraction


Experis Independent Contractor Packet (rev04/2011)         CONFIDENTIAL                                Page 9 of 12
                                       EXHIBIT A - IC PURCHASE ORDER – Staffing Services
                                                (For use only under IC Agreement)

THIS PURCHASE ORDER (PO”) is issued in accordance with the IC Agreement dated                      , between Manpower Professional
Services, Inc. (“Experis”) and                                 ("IC"). This PO authorizes the following IC to provide services under this
Agreement.

IC Name:                                                     PO Effective Date:                                  PO End Date:

Total Project Amount/ Spend Authorized:$                     Total Number of Hours Authorized:
                                                                                                                 Experis Pay Rate to IC: $
Consultant Base Pay Rate: $            IC Mark Up %:                %            IC Mark Up Amount: $
                                       (if required by client)                   (if required by client)

Overtime Allowed: Yes      No          Overtime Pay Rate to IC: $                Specify Length of Work Day:

Client Approved Timesheet Required: Yes         No                               Other Expenses Allowed: Yes      No

Additional Timesheet Approvals Required: (Specify)                               Pre Approval Required:    Yes    No

NOTICE: WRITTEN APPROVAL IS ALWAYS REQUIRED FROM EXPERIS’ CONTRACT SERVICES DEPARTMENT FOR THE IC
TO FURTHER SUBCONTRACT ITS OBLIGATIONS UNDER THE AGREEMENT. IF IC FAILS TO OBTAIN PERMISSION TO
FURTHER SUBCONTRACT ITS OBLIGATIONS HEREUNDER, IC WILL BE IN BREACH OF ITS AGREEMENT WITH EXPERIS.
AS A RESULT OF SUCH BREACH, EXPERIS RESERVES THE RIGHT TO CONTRACT DIRECTLY WITH IC’S SUBCONTRACTOR
AND IC AGREES TO RELEASE ITS SUBCONTRACTOR FROM THE TERMS OF ANY RESTRICTIVE COVENANT OR OTHER
AGREEMENT WHICH MAY INHIBIT OR RESTRICT THE ABILITY OF SUCH SUBCONTRACTOR FROM CONTRACTING
DIRECTLY WITH EXPERIS.

Description of Services:

Experis Client:                                                              Experis Client PO#:

Within one (1) day after the end of each Experis time keeping cycle (which will be weekly), the IC must submit a Experis time record approved by an
authorized Client representative verifying the number of hours of services provided by IC to the Client. Approved time records should be sent for
processing to the appropriate Experis Branch Administrator, as designated on each Purchase Order, and must include the Experis and/or Client
Purchase Order number if specified on the Purchase Order. The processed time record will generate a biweekly IC invoice in Experis accounting
system based on the hours submitted and the negotiated rates in such system. The Client approved time record will serve as the IC’s only invoice to
Experis. IC shall be paid by Experis within thirty (30) days of the biweekly invoice date. Approved timesheets should be sent to the following
address:


INCORPORATION BY REFERENCE: This Purchase Order when signed by Experis and IC will incorporate by reference all of the terms and
conditions of the Agreement (and any Addenda thereto that pertain to the subject matter of this Purchase Order) and will form a part of the
Agreement. Further, the terms of this Purchase Order will supplement and modify the terms of the Agreement to the extent set forth herein. The
undersigned have read, understand, and agree to the terms and conditions herein, including any attachments hereto.

For and on behalf of Experis:                                    For and on behalf of IC:

By (signature):                                                              By (signature):

Printed Name/Title:                                                          Printed Name/Title:

Date:                                                                        Date:

THIS IS A PROTECTED DOCUMENT. ONLY THOSE SECTIONS THAT ARE INTENTIONALLY LEFT BLANK ARE AUTHORIZED FOR INPUT.
ONLY CHANGES THAT ARE NEGOTIATED THROUGH EXPERIS' CONTRACT SERVICES DEPARTMENT WILL BE ACCEPTED AND LEGALLY
INCORPORATED INTO THIS DOCUMENT ("AUTHORIZED CHANGES"). OTHER THAN AUTHORIZED CHANGES, ANY AND ALL CHANGES
INCORPORATED HEREIN WILL BE NULL AND VOID REGARDLESS OF THE INCIDENCE OF OTHERWISE VALID SIGNATURES ON THIS
DOCUMENT. ANY REQUESTED CHANGES MUST BE SUBMITTED TO THE EXPERIS CONTRACT SERVICES GROUP VIA EMAIL AT
subcontractorprogram@comsys.com . ENTER "REQUESTING SUBCONTRACT CHANGES" IN THE SUBJECT LINE.


Experis Independent Contractor Packet (rev04/2011)         CONFIDENTIAL                                     Page 10 of 12
                                                               EXHIBIT B

                                  Required insurance coverage for Independent Contractors

1.       Coverage’s and Limits:

         (a)      Commercial General Liability:

           Coverage                                                 Minimum Amounts and Limits
           Each Occurrence                                          $1,000,000
           Personal & Advertising Injury                            $1,000,000
           General Aggregate                                        $1,000,000
           Products/Completed Operations Aggregate                  $1,000,000

         (b)      Business Automobile Liability:

           Coverage                                                 Minimum Amounts and Limits
           Bodily Injury/Property Damage                            $500,000 per occurrence
           Combined Single Limit

         This policy shall include all Owned, Hired and Non-Owned Autos.

         (c)      Worker’s Compensation:

           Coverage                                                 Minimum Amounts and Limits
                                                                    Statutory Limits or $1,000,000 Each Accident in
           Worker’s Compensation
                                                                    any state where there is no Statutory Requirement
           Employer’s Liability                                     $100,000 Each Accident
                                                                    $100,000 Disease/Each Employee
                                                                    $100,000 Disease/Policy Limit

         The Worker’s Compensation coverage must include an Alternate Employer Endorsement.

2.       Additional requirements:

         (a)      Policies described in 1(a)-(c) above shall specifically include a Waiver of Subrogation in favor of Experis and Client
                  and their respective affiliates and all of their respective directors, officers and employees.

         (b)      Policies described in 1(a), (b) and (c) above shall name Experis and Client and their respective affiliates and all of
                  their respective directors, officers and employees as Additional Insured’s (Form 2010). Policy described in 1(c) above
                  shall include an Alternate Employer Endorsement.

         (c)      All policies described above shall provide for thirty (30) days prior written notice to Experis of any cancellation, non-
                  renewal or material change of coverage.

         (d)      All policies described above shall be Primary and Non-Contributory.

         (e)      IC will be solely and fully responsible for any deductibles or self-insured retentions and shall declare any deductibles
                  or self-insured retentions that are in excess of $250,000.




Experis Independent Contractor Packet (rev04/2011)   CONFIDENTIAL                                  Page 11 of 12
                                          ACH/ Direct Deposit Set-Up Form                                         New
                                                                                                                  Add
                                                                                                                  Change
                                                                                                                  Stop
Physical Address:

Please list the physical address where direct deposit advices or paper checks (if direct deposit is not available) should be
mailed:

Company Name:                                                              Date Requested:

Street:

City, State, Zip:



ACH/ Direct Deposit Info: (if this section is not completed, paper checks will be issued):

                                          Please Specify Account Type: S = Savings C = Checking
   Bank Routing/                            Bank Name                  Acct.                 Account #
  ABA # (required)                           (required)                Type                  (required)




Federal Tax ID Number:

Telephone Number of Bank Branch:

                          Please attach one of the following acceptable forms of documentation:

For Checking Accounts:
    1. Voided check with imprinted company name.
    2. Copy of Bank Account Identification from bank (must show Routing/ABA number and Account number)

For Savings Accounts:
   1. Voided Deposit Slip
   2. Copy of Bank Account Identification (must show Routing/ABA number and Account number)



I hereby authorize Experis to initiate credit entries into the checking or savings account referenced above.


Signature of Account Holder (Required)                                     Date


**Please Note: Direct deposit payments may take two to three payment cycles to become effective




Experis Independent Contractor Packet (rev04/2011)   CONFIDENTIAL                       Page 12 of 12

				
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