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					    Elance Payroll Services Agreement
This Elance Payroll Services Agreement (“Payroll Services Agreement”) is a binding legal agreement
between and among Client, Contractor, Elance, Inc. and the Payroll Company that Elance chooses as the
employer of record (as described below). By using Elance Payroll Services (“Elance Payroll Services”)
provided by our Site, you signify that you have read, understand, accept and agree to be bound by this
Payroll Services Agreement.

This Payroll Services Agreement includes and incorporates by this reference the agreements and policies
other than (i) the Services Agreement Between Client and Contractor and (ii) the Dispute Resolution
Process linked from the following URL: http://www.elance.com/p/legal.html (collectively the “Terms of
Service”). The Services Agreement Between Client and Contractor and the Dispute Resolution Process are
expressly excluded from the Payroll Services Agreement. Capitalized terms used in this Payroll Services
Agreement that are not defined in this document are defined in the Terms of Service. We reserve the right
to revise this Payroll Services Agreement and the Terms of Service and all information linked to them from
time to time in our sole discretion. We may make such revisions without prior notice to you, so please check
back often for updates. Unless otherwise provided in such revision, the revised Payroll Services Agreement
or Terms of Service, or any revised part of them, will take effect when the revisions are posted. To the
extent that the provisions of this Payroll Services Agreement conflicts with other provisions of the Terms of
Service, this Payroll Services Agreement shall control.


EMPLOYMENT RELATIONSHIP AND EMPLOYER OF RECORD
When a Client and Contractor decide to use Elance Payroll Services, Elance will choose the payroll service
company (the “Payroll Company”) to be the employer of record. This means the Contractor (if accepted for
employment as described below) will become an employee of the Payroll Company. Elance will instruct the
Payroll Company to assign the Contractor to work for the Client, and the Client will be responsible for
supervising the Contractor.

The Payroll Company’s and your specific responsibilities are described in this Payroll Services Agreement.
In general, and without modifying any of the specifics or requirements below, the Payroll Company will be
responsible for managing payroll, taxes, government documents, benefits and insurance. As the Client, you
will be responsible for the supervision, direction and control of the day-to-day activities of each Contractor
assigned to you. As the Contractor, you will be responsible for performing the work assigned by the Client.


THE HIRING PROCESS
As a Client, you will select a Contractor to be employed by the Payroll Company and assigned to work for
you via Elance Payroll Services as follows:

    1)   When a Client and a Contractor have decided to enter into an employment relationship, Client will
         inform Client’s Elance account manager that Client wants to use Elance Payroll Services. Client
         must inform Elance if the selected Contractor will supervise Client employees or contractors.
    2)   Elance Payroll Services will create a Job on behalf of the Client and submit a proposal for the
         Client’s Job based on the financial terms already agreed to between Client, Contractor and Elance.
         Client will accept the proposal to hire the Contractor.
    3)   After Client accepts the proposal, Elance Payroll Services and the Payroll Company will inform the
         Contractor that the Contractor needs to register with the Payroll Company.
    4)   The Contractor must complete all employment paperwork required by the Payroll Company,
         including I-9 proof of employability.
    5)   When, and only if, a Contractor has completed all paperwork required by the Payroll Company and
         been accepted for employment by the Payroll Company, that Contractor becomes a “Payroll
         Employee” for purposes of this Payroll Services Agreement, but also remains a Contractor under
         the other provisions of Elance’s Terms of Service.
    6)   Once a Contractor becomes a Payroll Employee, Elance Payroll Services and the Payroll Company
         will assign the Contractor to work for the Client, and work can begin.




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HIRING REPRESENTATIONS, DISCLAIMERS AND LIMITATIONS
Client acknowledges and agrees that Client has selected a Contractor to become a Payroll Employee based
upon Client’s determination that the Contractor possesses the skills, background and education to satisfy
the requirements of the assignment. Neither Elance nor the Payroll Company makes any representations or
warranties as to the skills, experience, background or education of any Contractor or Payroll Employee. The
Payroll Company reserves the right not to hire a Contractor if the job description is considered, in
the Payroll Company’s sole discretion, too hazardous or is not permitted by the applicable workers'
compensation insurance carrier. The Payroll Company will comply with the I-9 requirements of the
Immigration and Reform and Control Act of 1986. A Client may not switch a Payroll Employee to ordinary
Contractor status within 12 months after the Payroll Employee’s employment with Client terminates, except
as required by law in the event of a significant change in job duties and responsibilities.

Contractor acknowledges that Contractor has agreed to become a Payroll Employee assigned to Client
based on Contractor’s own determination that the Client offers work acceptable and appropriate for
Contractor on terms that are acceptable to Contractor. Contractor agrees to complete such documents as
Payroll Company may legally and reasonably require to complete the employer / employee relationship,
including without limitation applicable tax forms and the I-9 requirements of the Immigration and Reform and
Control Act of 1986 (collectively, the “Employment Paperwork”). Contractor will not become an employee
of Payroll Company entitled to work for Client or receive payment from Payroll Company until all
Employment Paperwork has been completed and returned to Payroll Company, and Payroll Company has
accepted Contractor as an employee.

After employment begins, Client will continue to post projects, assign work and pay for Contractor through
the Elance platform. Elance assumes no responsibility for and shall exert no control over the projects and
work assigned to Contractor, nor has Elance had any role in Client’s decision to engage Contractor via
Elance Payroll Services. Elance shall not direct the work of or supervise (to any degree, directly or indirectly)
Contractor, nor shall Elance determine any terms and conditions of Contractor’s employment relationship
with Payroll Company or Client (including but not limited to rate of pay, performance evaluation, discipline
and/or termination). Elance merely provides the platform for Client to assign projects and work to
Contractor, and separately facilitates the relationship between Client and the Payroll Company that will
handle the administration of payroll and other legal obligations of Client with regard to Contractor. These
facts, alone or in combination, do not make Elance an employer of Contractor or a co-employer/joint
employer with Client and/or the Payroll Company. Contractor acknowledges and agrees that he/she is
not an employee, consultant, or independent contractor of Elance, and that he/she will not be
providing any services to Elance (directly or indirectly) while employed by Payroll Company.

The foregoing paragraph shall not apply if Elance is the Client to which Contractor is assigned. Under such
circumstances, Elance shall be considered both Elance and the Client for purposes of this Payroll Services
Agreement.


PROVIDER REPRESENTATIONS AND RESPONSIBILITIES
Contractor shall be responsible for timely and professional completion of each project to which it has been
assigned and has agreed to, in such manner as to satisfy the Client's specified requirements. Contractor
represents that Contractor has the qualifications and ability to perform such work in a professional manner.
Performance of the work in a professional manner includes, but is not limited to, meeting the requirements of
each job or project assigned to Contractor. Contractor shall be solely responsible for the professional
performance of Contractor’s work. Contractor shall be solely liable for its acts, omissions and negligence.

Contractor agrees, while assigned to a Client, not to enter into a contract or accept an obligation that is
inconsistent or incompatible with Contractor’s obligations to the Client. Contractor warrants that there is no
such contract or obligation in effect on the date Contractor is assigned to Client. In addition, while Contractor
is assigned to Client, Contractor will not assist any person or entity in competing with Client, in preparing to
compete with Client or in hiring any employees or consultants of Client.




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AGREEMENT CONFLICTS

Conflicts between this Payroll Services Agreement and the other agreements defining the relationships
between Elance, Client and Contractor shall be resolved in the following order of precedence: (1) the Payroll
Services Agreement; (2) the Payroll Assignment Agreement between the Payroll Company and Contractor
(3) the Terms of Service other than the Payroll Services Agreement; (4) the terms awarded and accepted on
the Site between the Client and the Contractor, to the extent not inconsistent with the Terms of Service; and
(5) any other contractual provisions accepted by both Client and Contractor and uploaded to the Site, to the
extent not inconsistent with the Terms of Service. Any written agreement between Client and Contractor
that conflicts with or modifies the Terms of Service shall be null and void while the other parts of such
agreement shall remain valid and binding.


ELANCE PAYROLL SERVICES
The following are the services provided by the Payroll Company for Payroll Employees assigned to Client: (i)
calculation and payment of wages (including overtime wages) based upon submitted timesheets; (ii)
collection, payment and reporting of all federal, state and local taxes on such wages; (iii) administration and
management of unemployment claims; (iv) administration and collection of wages associated with wage
garnishments; (v) workers' compensation coverage; (vi) administration of Fair Labor Standards Act and
Family Medical Leave Act matters. In addition, the Payroll Company shall provide and bear sole
responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if
any) to which such personnel may be entitled based on eligibility.


CONTROL OF WORKPLACE
Client acknowledges and agrees that the neither Elance nor the Payroll Company will control the workplace
in which a Payroll Employee will perform services for a Client. The Client shall be solely responsible for all
decisions related to strategic, operational or other matters concerning Client’s business, including, but not
limited to the supervision and scheduling of Payroll Employees.


PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF
EMPLOYMENT
At all times, the Client will maintain the exclusive supervision, direction and control of the day-to-day
activities of each Payroll Employee. The Client shall be responsible for the implementation and enforcement
of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of
preventing the misappropriation, theft or embezzlement of the Client's property, including without limitation
intellectual property.

If Client uses Elance Payroll Services to hire Payroll Employees into a supervisory position, Client and
Payroll Employee agree that such supervisors' scope of employment will be strictly defined and limited.
Client and Payroll Employee further agree that any such supervisors' actions that are in violation of law will
be outside the scope of their responsibility. Client and Payroll Employee further agree that Payroll
Employees will not have the authority to sign tax returns, render accounting or legal opinions, issue
negotiable instruments or make final decisions of the nature of those generally made by Client’s executives,
officers or directors.

Client acknowledges and agrees that Payroll Employees are not employees, consultants or independent
contractors of Elance and that Elance maintain no control over the work assignments, supervision, payroll
practices or other terms and conditions of the working relationship described herein. Client further
acknowledges and agrees that Payroll Employees are employees of the Payroll Company for purposes of
payroll processing and, in some cases, the provision of certain employee benefits, but that the Payroll
Company maintains no control over the work assignments, supervision, or other terms and conditions of the
working relationship except as described in this Payroll Services Agreement.




elance-payroll-services-agreement-02.18.11-a            3
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Client shall comply with all state, federal and local laws, rules and regulations that govern or relate to its
business, workplace, employees (including without limitation Payroll Employees), safety and government
contracting. Client shall comply with all reasonable directives regarding health and safety from the Payroll
Company’s workers' compensation carrier or any government agency. Client is required to accept and
adhere to the Payroll Company’s determination regarding each Payroll Employee's exempt or non-exempt
status for purposes of state and federal overtime laws.

Notwithstanding the fact that the Payroll Company reserves the right to make determinations regarding the
overtime exemption status of each Payroll Employee, Client is ultimately and solely responsible for the
amount of any wages that are due but unpaid to each of its Payroll Employees, including without
limitation any wages, back wages, and liquidated damages determined to be due and owing in connection
with any action challenging the overtime exemption status of any Payroll Employee.


LICENSING
If a Payroll Employee is required to possess or maintain a special license or be supervised by a supervisor
who is required to possess or maintain a special license, the Client will be responsible for verifying such
licensure and/or providing such required supervision.


EQUAL EMPLOYMENT OPPORTUNITY; WORKPLACE LAWS; WAGE
DISPUTES
The Payroll Company selected by Elance to provide Elance Payroll Services is an equal opportunity
employer and does not discriminate against any candidate, applicant, employee, Contractor or Payroll
Employee on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military
status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state
or local law. The Client and Payroll Employee shall comply with all federal, state, and local laws that prohibit
unlawful discrimination or harassment.

As fully described in the section entitled ”Indemnification” below, the Client shall indemnify and hold Elance
and the Payroll Company harmless from any claims, losses or expenses, including attorneys' fees, that
result from or relate to claims by or regarding Contractors or Payroll Employees that the Client, Elance or the
Payroll Company failed to comply in any respect with any workplace law or law related to the employment of
persons, including but not limited to the Fair Labor Standards Act, the Occupational Safety and Health Act,
the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Family and Medical Leave Act of 1993, or Title VII of the 1964 Civil Rights Act.
Furthermore, the Client takes full responsibility for any disputed wages, hours, expenses, or other
reimbursements owed a Payroll Employee other than disputes arising from a failure of the Payroll Company
to provide any services which the Payroll Company has agreed to provide.


POLICY AGAINST SEXUAL HARASSMENT AND OTHER ILLEGAL
HARASSMENT
The Payroll Company prohibits sexual and other illegal workplace harassment. The Client shall train its
Payroll Employees about their rights and responsibilities pursuant to applicable law pertaining to non-
harassment or other illegal workplace harassment. The Client will be informed if any special training
requirements legally pertain to a Payroll Employee by virtue of that person being employed by the Payroll
Company. The Payroll Company and the Client will provide all Payroll Employees with written information
detailing their rights and responsibilities under the Client’s and The Payroll Company's policies against
sexual harassment and other illegal workplace harassment. The Client shall inform The Payroll Company
immediately of any complaint of illegal harassment by or against a Payroll Employee and shall undertake
and complete a prompt and thorough investigation of any such complaint. Upon notification, The Payroll
Company may assist the Client with the investigation of sexual harassment complaints made by or against
Payroll Employees, but the costs associated with such investigation shall be borne by the Client.




elance-payroll-services-agreement-02.18.11-a           4
PAYING PAYROLL EMPLOYEES
Wages

To use Elance Payroll Services, you must select and use Elance’s “Hourly” option. Elance Escrow is not
available for Elance Payroll Services.

When Client decides to use Elance Payroll Services, Client and Elance Payroll Services will agree on an
hourly rate that Client will pay to the Payroll Employee (the “Bill Rate”). The Bill Rate will include the regular
hourly wages for the Payroll Employee, plus an amount for employer taxes, Elance fees and the Payroll
Company fees (the “Payroll Service Fees”).

In addition to the Bill Rate, Client acknowledges and agrees that the laws and regulations regarding when
overtime must be paid and in what amount vary from location to location, depending where the Payroll
Employee works. Client also agrees that Client ultimately is responsible for paying all wages, employer
taxes and fees associated with the number of hours of work reported by Payroll Employee(s), even if the
Payroll Employee reports having worked more than the number of hours authorized in advance.

The following formula will determine the minimum amount to be paid by Client for each Payroll Employee
each week (the “Minimum Payroll”):

              Minimum Payroll = number of hours reported by Payroll Employee x Bill Rate

On or before Wednesday of each week, Elance will inform Client of the number of hours reported by Client’s
Payroll Employee(s) for the prior week that constitute overtime hours, if any, and the amount of the
additional payment that will be required to cover the additional wages, employer taxes and Payroll Service
Fees associated with such overtime hours (the “Additional Payroll”). The sum of the Minimum Payroll and
the Additional Payroll, if any, constitutes the “Final Payroll.” For purposes of clarity, if there is no Additional
Payroll, then the Final Payroll will equal the Minimum Payroll.

Expenses and other Reimbursements

To be reimbursed for an expense, Payroll Employees should obtain pre-authorization for the expense and
must submit scanned receipts and requests for reimbursement to Elance as described in the employment
package Payroll Employee receives from the Payroll Company. Elance will provide the Client with a
“Miscellaneous Invoice” including electronic copies of the supporting documentation submitted by the Payroll
Employee. Client will have the opportunity to review and approve or deny the Miscellaneous Invoice. If the
Client previously authorized the expense in the Elance workroom, Client must approve the Miscellaneous
Invoice.

Client’s Elance Account must contain sufficient funds to cover the amount of any approved expenses before
the Client approves the Miscellaneous Invoice. When Client approves the Miscellaneous Invoice, the
approved amount will be withdrawn immediately from Client’s Elance Account.

Bonuses

The Client may, at the Client’s sole discretion, pay a bonus to a Payroll Employee at any time via Elance
Payroll Services. In order to pay a Payroll Employee a bonus, the Client must first determine the proper
amount to enter into Elance’s payment system (the “Gross Bonus”).

To determine the Gross Bonus, begin by deciding the amount of the bonus to be received by the Payroll
Employee (the “Net Bonus”). Once the Net Bonus is determined, the Client must “gross up” the Net Bonus
to account for the amount reserved by Elance and the Payroll Company for Payroll Service Fees and
employer taxes. To do this, divide the Net Bonus by 0.8. The resulting quotient is the Gross Bonus – the
amount that the Client must enter into the Site so that the Payroll Employee will receive the full Net Bonus.
Restated as a formula:

                                        Gross Bonus = Net Bonus ÷ 0.8



elance-payroll-services-agreement-02.18.11-a            5
The difference between the Gross Bonus and the Net Bonus is the amount reserved by Elance and the
Payroll Company for the Payroll Service Fees and employer taxes.

Client’s Elance Account must contain sufficient funds to cover the amount of the Gross Bonus before the
Client uses the Site to pay a bonus. When Client requests, via the Site, that a bonus be paid, the amount of
the Gross Bonus will be withdrawn immediately from Client’s Elance Account. The date Payroll Employee
will receive the Net Bonus (less applicable tax and other withholdings) may vary depending on the day of the
week that Client requests payment of the Gross Bonus.

Client Funding of Payments

By Thursday at 11:59 p.m. Eastern Time, USA, of each week (the “Weekly Payroll Due Date”), Client’s
Elance Account must contain an amount of money sufficient to cover the Final Payroll for all of Client’s
Payroll Employees for the preceding week. In determining whether Client’s Elance Account contains
sufficient funds to meet this obligation, Client should consider the effect of potential overtime payments, as
well as whether Client has approved the reimbursement of any expenses or the payment of any bonuses
during the week.

If Client’s Account does not contain an amount sufficient to cover the Final Payroll on the Weekly Payroll
Due Date or to cover an approved expense reimbursement or bonus, Elance will charge Client’s credit card,
bank account, and / or PayPal account (each a “Backup Funding Source”) for the amount necessary to
cover the deficiency (the “Funding Gap”), plus an additional 10% administrative fee.

If Client’s Backup Funding Sources fail or are insufficient to cover the Funding Gap, Elance will notify Client
of the failure via e-mail. Within two business days from the time the e-mail is sent, Client must fund Client’s
Elance Account in a sufficient amount to cover the Funding Gap plus the 10% administrative fee or Elance
may institute collection pursuant to the Billing and Payment Service.

By providing Elance with credit card, PayPal or bank account information, Client authorizes Elance to charge
such credit card, PayPal or bank account as described above. Client agrees not to ask its credit card
company or bank to charge back any amount to Elance for any reason. If Client does so, Client hereby
agrees to repay Elance for such amounts, plus reasonable attorney fees and costs of collection.

The Payroll Company and Elance will deduct 20% of the Final Payroll and any Gross Bonus for each Payroll
Employee each week to cover Payroll Service Fees and employer taxes. The Payroll Company will also
withhold employee taxes as required by law from Payroll Employee’s pay. Expense reimbursements are not
subject to Payroll Service Fees or taxes. The amount Payroll Employees will receive each week will be 80%
of the Final Payroll and any applicable Gross Bonus, less employee taxes, plus any expense
reimbursements.

Termination of Payroll Services for Failure to Fund Payments

Elance reserves the right to immediately terminate Client’s ability to use Elance Payroll Services and the
employment of Client’s Payroll Employees (in accord with any applicable laws regarding notification to the
Payroll Employee of such termination) if either (a) Client repeatedly relies on Backup Funding Sources to
fund any required Elance Payroll Services payments, or (b) Client has failed to deposit funds into Client’s
Elance Account sufficient to cover a Funding Gap, plus the applicable administrative fee, within 72 hours of
receiving notice from Elance that Client’s Backup Funding Sources have failed or are insufficient to cover
the Funding Gap.

In lieu of termination, and at Elance’s sole discretion, Elance may require Client to maintain a deposit
balance in Client’s Account in order to continue using Payroll Services. Elance subsequently may terminate
Client’s ability to use Payroll Services as described above if Client ever fails to maintain the deposit balance
required by Elance.




elance-payroll-services-agreement-02.18.11-a           6
SALES AND USE TAX
Subject to the terms of this Section, the Client will be responsible for any applicable sales, use or other like
taxes (hereinafter, “special tax” or “special taxes”) attributable to periods on or after the date on which
Client accepts this Payroll Services Agreement that are based upon or measured by either Elance’s or the
Payroll Company’s fees for performing or furnishing Elance Payroll Services, but excluding taxes based on
Elance’s or the Payroll Company’s net income. This Section applies to Client’s use of Elance Payroll
Services for any Payroll Employee who works within a state that collects such special taxes, now or in the
future.

If Client employs a Payroll Employee who resides in a state that has special taxes, Client’s Bill Rate will be
increased to incorporate the additional special tax required by that specific state, plus an additional Elance
processing fee. Client will also be required to increase the amount of any Gross Bonus to account for such
special tax. In no event will Elance have any tax liability for Elance Payroll Services other than taxes based
on Elance’s net income. Elance reserves the right to invoice Client for any special taxes, plus the Elance
processing fee, not initially paid by Client.

Client shall cooperate with the Payroll Company to accurately determine each party’s tax liability and to
minimize such liability to the extent legally permissible. In the event that the appropriate tax authority
determines that all or a portion of the special taxes collected from a Client is not due, the Payroll Company
will either (1) assign its right to refund, credit or offset to the Client, or (2) promptly remit to the Client an
amount equal to the refunds, credits or offsets received.


INTELLECTUAL PROPERTY RIGHTS
As used in this Agreement, the following capitalized terms have the following meanings unless the context
otherwise requires:

         “Background Technology” means all Inventions developed by Contractor other than in the course
         of providing services to Client and all Inventions acquired or licensed by Contractor and disclosed
         to Client that Contractor uses in performing services for Client.

         “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral
         rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret
         rights and other intellectual property rights as may now exist or hereafter come into existence, and
         all applications therefore and registrations, renewals and extensions thereof, under the laws of any
         state, country, territory or other jurisdiction.

         “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-
         how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable
         works, and techniques and all Intellectual Property Rights therein.

         “Work Product” means any and all work product, inventions, improvements, designs, original
         works of authorship, formulas, processes, compositions of matter, computer software programs,
         databases, mask works and trade secrets that Contractor makes or conceive or first reduce to
         practice or create, either alone or jointly with others, during the period of my employment that (i) are
         developed using equipment, supplies, facilities or trade secrets of the Client, (ii) result from work
         performed by Contractor for the Client, or (iii) relate to the Client’s business or current or
         anticipated research and development, excluding Background Technology.

Contractor will disclose any Background Technology that Contractor proposes to use or incorporate in
connection with performance of its services to Client. If Contractor discloses no Background Technology,
Contractor warrants that it will not use Background Technology or incorporate it into Work Product provided
to the Client. Notwithstanding the foregoing, unless otherwise agreed, Contractor agrees that it will not
incorporate into Work Product or otherwise deliver to Client any software code licensed under the GNU GPL,
GNU LGPL, or any other license that by its terms requires, or conditions the use or distribution of such code
on, the disclosure, licensing, or distribution of the Work Product or any source code owned or licensed by
Client.




elance-payroll-services-agreement-02.18.11-a             7
Contractor hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free,
irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to
reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium,
whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any
and all present or future rights in the Background Technology incorporated or used in Work Product.

Contractor agrees that Work Product is a work made for hire under the Copyright Act and that Client will be
considered the author and owner of such copyrightable works. Any Intellectual Property Rights in the Work
Product will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof.
If Contractor has any rights to such Intellectual Property Rights that are not owned by Client, Contractor
hereby automatically irrevocably assigns to such Client all right, title and interest worldwide in and to such
Intellectual Property Rights. Except as set forth below, Contractor retains no rights to use such Intellectual
Property Rights and agrees not to challenge the validity of Client’s ownership in such Intellectual Property
Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or
inalienable rights under applicable law in and to the Work Product.

If Contractor has any right to such Intellectual Property Rights that cannot be assigned by Contractor,
Contractor hereby automatically upon receipt of payment from the Payroll Company unconditionally and
irrevocably grants to Client during the term of such rights, an exclusive, even as to Contractor, irrevocable,
perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of
sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any
form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise
any and all such rights. If Contractor has any rights to such Intellectual Property Rights that cannot be
assigned or licensed, Contractor hereby automatically upon receipt of payment from Payroll Company
unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of
any kind against Client or related to Client’s customers, with respect to such rights, and agrees, at Client’s
request and expense, to consent to and join in any action to enforce such rights.

Contractor agrees to assist Client in every way, both during and after the time Contractor is providing
services to the Client, to obtain and enforce United States and foreign Intellectual Property Rights relating to
Work Product in all countries. In the event Client is unable for any reason, after reasonable effort, to secure
Contractor’s signature on any document needed in connection with the actions specified above in this
Section “Intellectual Property Rights,” Contractor hereby designates and appoints Client and its duly
authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of
this Section with the same legal force and effect as if executed by Contractor.


CONFIDENTIALITY AND NON-DISCLOSURE
Contractor acknowledges that while Contractor is a Payroll Employee, Contractor may receive or be
exposed to, directly or indirectly, Confidential Information of Client. “Confidential Information” means all
information related to Client’s business and its actual or anticipated research and development or related to
Work Product delivered or agreed to be delivered from Contractor to Client, including without limitation: (i)
trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs,
other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques;
(ii) information regarding products or plans for research and development, marketing and business plans,
budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the
skills and compensation of Client’s employees, contractors, and any other service providers; (iv) information
designated by Client, either in writing or orally, as Confidential Information, (v) the existence of any business
discussions, negotiations, or agreements between Client and any third party; and (vi) all such information
related to any third party that is disclosed to Client to Contractor during the course of Client’s business
(“Third Party Information”).

Contractor agrees that while Contractor is providing services for Client and thereafter, except as expressly
authorized in writing by the Client, Contractor (a) will use Confidential Information only as required to
perform work for the Client; (b) will not use or permit the use of Confidential Information in any manner or for
any purpose not expressly set forth in this Agreement; and (c) will not disclose, lecture upon, publish, or
permit others to disclose, lecture upon, or publish any Confidential Information to any third party without first
obtaining Client’s express written consent on a case-by-case basis. Notwithstanding the foregoing, it is
understood that Contractor is free to use information that is generally known in the trade or industry,
information that is not gained as a result of a breach of the agreements referenced above, and Contractor’s



elance-payroll-services-agreement-02.18.11-a            8
own skill, knowledge, know-how, and experience. Confidential Information shall not include information that
was known to Contractor prior to Client’s disclosure hereunder or that becomes publicly available through no
fault of Contractor.

Contractor will not publicize or disclose the details of its work for Client or the specifics of the project for
which it was engaged without the prior written consent of the Client, except that Contractor may disclose the
general nature of the work performed in a resume, curriculum vitae, or marketing materials.


REQUIRED NOTIFICATIONS
Writing Required

The Client will send all written notices and payroll communications to Elance in accord with the requirements
of the Terms of Service.

Notices

The Client will provide Elance with written notice within three (3) days of its own receipt of any notice of a
work-related accident or injury, and within three (3) days of its receipt of any notice of any garnishment
orders, involuntary deduction orders, notices of IRS liens and other forms of legal process affecting the
payment of wages to a Payroll Employee.

The Client will provide Elance with written notice within three (3) days of any major job description changes
or employment decisions regarding a Payroll Employee, including a switch from full to part time status.

The Client will provide Elance and the Payroll Company with written notice of the termination of the
employment of a Payroll Employee by faxing or providing electronic delivery of a copy of the "Payroll
Employee Termination Form" either (a) at least three (3) business days before the Payroll Employee’s last
day of employment; or (b) immediately if employee quits without notice.


DISCLAIMERS
Notwithstanding anything to the contrary, Client and Contractor acknowledge and agrees that:

    (1) Elance is solely an online venue for buyers and sellers of services and, as such, shall not be
        responsible for any breach or failure to perform of the Payroll Company or any other action or
        inaction of the Payroll Company or any Client or any Contractor; and
    (2) The Payroll Company shall not be responsible for any breach or failure to perform of Elance or any
        other action or inaction of Elance or any Client or any Contractor.


INDEMNIFICATION
In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release,
indemnify, hold harmless, protect and defend Elance, the Payroll Company, and their respective partners,
employees, directors, officers, agents, affiliates and subsidiaries (each an “Indemnified Party”) from and
against any and all claims by any person or entity, including a Contractor or Payroll Employee related to;
and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys' fees and court
costs), obligations, losses, or damages (whether joint or several and including special, consequential,
compensatory or punitive damages), whether arising in contract, tort or otherwise, related to: (i) actual or
alleged acts, errors or omissions (including but not limited to breaches of contract or violations of statutes,
laws, rules or regulations) by the Client, its employees (including Payroll Employee(s)), partners, agents,
affiliates, members, subsidiaries, representatives, or officers; (ii) any breach of or failure to perform under
this Agreement, including but not limited to the Client’s failure to accurately or timely report wages, hours,
expenses and other reimbursements owed a Payroll Employee or payment of taxes for which Client is
responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from
overtime; (iv) actual or alleged errors in any timesheet(s) provided to Elance and / or The Payroll Company;
(v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; or (vi) the actual
or alleged failure of Client, Elance or the Payroll Company to comply in any respect with any workplace law



elance-payroll-services-agreement-02.18.11-a            9
or law related to the employment of persons, including but not limited to any state’s laws with respect to the
payment of wages, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans
With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
the Family and Medical Leave Act of 1993, or Title VII of the 1964 Civil Rights Act. This indemnification
provision shall survive the expiration or other termination of this Agreement or Client’s relationship with
Elance.


CHANGE OF PAYROLL COMPANY
Elance may designate a new third party payroll company (“New Company”), at any time in Elance’s sole
discretion, to perform Elance Payroll Services. Upon such designation, or at any other time as directed by
Elance, the Client shall: (i) cooperate with such New Company in every reasonable manner to ensure
uninterrupted performance of the Elance Payroll Services; or if directed by Elance (ii) immediately assume
all federal, state and local obligations of an employer to the Payroll Employees and immediately assume full
responsibility for providing payroll services and workers' compensation coverage until such time as a New
Company takes over such duties from The Payroll Company. If directed by Elance, Client shall inform
Payroll Employees that they are no longer covered by the Payroll Company for Elance Payroll Services,
workers' compensation and/or health care policies.


TERMINATION OF ELANCE PAYROLL SERVICES
Without limiting Elance’s ability to terminate services provided to Client under other Terms of Service,
Elance may terminate Elance Payroll Services at any time after providing Client with notice of such
termination at least 30 days in advance of the final day Elance Payroll Services will be offered (the
“Termination Date”). The Payroll Company shall have the obligation for wages and benefits payable to
Payroll Employees through and including the Termination Date, at which point such duties shall cease.
Additionally, all obligations of the Payroll Company to maintain workers' compensation insurance coverage
and/or health care coverage on behalf of Payroll Employees shall cease on the Termination Date.

Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate
a third party, as the case may be, shall immediately assume all federal, state and local obligations of an
employer to the Payroll Employees and shall immediately assume full responsibility for providing payroll
services and workers' compensation coverage. Client shall inform Payroll Employees that they are no
longer covered by the Payroll Company’s workers' compensation and/or health care policies.

Upon the Termination Date, Elance and the Payroll Company shall immediately be released from such
obligations as are permitted by law but it shall not be relieved of any such obligations that accrued or
occurred prior to the Termination Date.


GENERAL PROVISIONS
Governing Law and Venue. The Payroll Services Agreement and any action related thereto will be
governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving
effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
Contractor hereby expressly consents to the personal jurisdiction and venue in the state and federal courts
for Santa Clara County, California, or the county in which Client’s principal place of business is located for
any lawsuit filed there against Contractor by Client or by Elance arising from or related to Elance Payroll
Services and / or this Payroll Services Agreement.

Severability. If any provision of the Payroll Services Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of the Payroll Services Agreement will be unimpaired and the invalid or
unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent
permitted by law.

No Assignment. The Payroll Services Agreement, and the party’s rights and obligations herein, may not be
assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written
consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null
and void. The terms of the Payroll Services Agreement will be binding upon assignees. Notwithstanding the
foregoing, Client may, without the consent of Contractor, assign any rights and obligations under the Payroll



elance-payroll-services-agreement-02.18.11-a            10
Services Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or
stock. Any permitted assignment of the Payroll Services Agreement shall be binding upon and enforceable
by and against Client’s and Contractor’s successors and assigns, provided that any unauthorized
assignment shall be null and void and constitute a breach of the Payroll Services Agreement.

Injunctive Relief. Contractor acknowledges that, because its services are personal and unique and
because Contractor will have access to Confidential Information of Client, any breach of the Payroll Services
Agreement by Contractor would cause irreparable injury to Client for which monetary damages may not be
an adequate remedy and, therefore, will entitle Client to injunctive relief (including specific performance).
The rights and remedies provided to each party in the Payroll Services Agreement are cumulative and in
addition to any other rights and remedies available to such party at law or in equity.

Waiver. Any waiver or failure to enforce any provision of the Payroll Services Agreement on one occasion
will not be deemed a waiver of any other provision or of such provision on any other occasion.

Export. Contractor agrees not to export, directly or indirectly, any U.S. technical data acquired from Client or
any products utilizing such data, to countries outside the United States, because such export could be in
violation of the United States export laws or regulations.

Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Payroll
Services Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the
Site.


CONTACTING US
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please
contact Elance Customer Support as follows:

Web Support: http://www.elance.com/service
Email: services@Elance.com
Phone: (Mon-Fri, 8 a.m. - 5 p.m. Pacific Time): 1-877-4-ELANCE (1-877-435-2623)
Online Help Topics: http://www.elance.com/help




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