Client Agreement

1. The assigned employee (Talent) is an employee of Pro Trades Solutions working under the supervision of your company (Client). Pro Trades Solutions warrants that our Talent is adequately covered by workers compensation insurance and that Pro Trades Solutions assumes total responsibility to pay all applicable federal, state and local withholding taxes and unemployment taxes, as well as social security, state disability insurance and all other payroll charges. Any other insurance required is the responsibility of the Client and Pro Trades Solutions will not reimburse or contribute towards these costs.

2. Supervision of our Talent’s work is the Client’s responsibility. It is the Client’s responsibility to supervise the Talent at all times, to only assign them to duties that are consistent with their skills and abilities and within the scope of the assignment. Client must provide assigned Talent with a safe work site and working conditions that comply with the Occupational Safety and Health Act (OSHA) of 1970 and applicable state and local laws and regulations. Pro Trades Solutions Talent are not allowed to work on “Live” or “Hot” electrical circuits or equipment and Client will not permit them to do so.

3. Pro Trades Solutions Talent will present a paper or electronic timesheet to your supervising representative for verification and signature at the end of each week. Your signature thereon indicates your acceptance of hours worked and acknowledgement of the terms in this agreement.

4. Compensation to Pro Trades Solutions Talent is paid on a weekly basis, and Client will be billed weekly for the total hours worked. If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. Assigned Talent who works for Client on a Holiday will be billed at 1.50 times the normal billing rate. Because Pro Trades Solutions invoices reflect payroll we have already paid, our invoices are due upon receipt. Client agrees to pay Pro Trades Solutions under 30 days regardless of any other agreements Client has entered into such as “Paid ‘when’ paid” and “Paid ‘if’ Paid” clauses. In the event that Client fails to pay the invoice when due, Client agrees to pay all of the costs of collection, including reasonable attorneys’ fees, whether or not legal action is initiated. Additionally, Pro Trades Solutions may charge interest on any overdue amounts at a rate of 1.5% per month from the date the amount first became due.

5. It is understood that Client will not authorize assigned Talent to operate machinery or automotive equipment. It is agreed that Client accepts full responsibility for, and that Pro Trades Solutions does not maintain insurance to cover any damage, injury, or loss that may result from Client’s failure to comply with the foregoing. Client will not ask or entrust assigned Talent with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables. Neither Client nor Pro Trades Solutions will be liable to pay or indemnify the other for any incidental consequential, exemplary, special, punitive, or lost profit damages or expenses arising from their staffing relationship.

6. Assigned Talent represent Pro Trades Solutions inventory of skilled employees and in the event, Client wishes to convert them to be Clients employee or refer them to another employer, Client agrees to pay a conversion fee to Pro Trades Solutions. The conversion fee is payable if Client hires Pro Trades Solutions assigned Talent, regardless of the employment classification, on either a full-time, temporary (including temporary assignments through another staffing agency) or consulting basis within six (6) months after the last day of the assignment. Client also agrees to pay Pro Trades Solutions a conversion fee if our talent assigned to you is hired by a subsidiary or other related company or business as a result of Clients referral of Pro Trades Solutions talent to that company. The conversion fee will be equal to 250 times the final billing rate reduced based on hours worked. 0-160 hours no discount, 161-299 hours 15% discount, 300-499 hours 30% discount, 500-649 hours 45% discount, 650-899 hours 60% discount, 900-1039 hours 85% discount, 1040+ hours no conversion fee.

7. Client authorizes Pro Trades Solutions to investigate Clients credit history, bank references, worker’s compensation history, and any other information deemed necessary to extend credit. The Client hereby authorizes Pro Trades Solutions to utilize a consumer credit report on the Client periodically in connection with the extension or continuation of the business credit represented by this application. Client agrees to immediately notify Pro Trades Solutions of any change in ownership or address or form of said business. This agreement shall remain in force until written notice of revocation is received by Pro Trades Solutions from the ownership or address or form of Client.

8. Client hereby certifies that he or she is duly authorized to sign this application on behalf of Client and that the information given in this application is true and correct to the best of his or her knowledge and that the Client hereby agrees to the foregoing terms and conditions.

9. Litigation Expense. In the event of a default under this Agreement, the defaulting party shall reimburse the non-defaulting party or parties for all costs and expenses reasonably incurred by the non-defaulting party or parties in connection with the default, including without limitation attorney’s fees. Additionally, in the event a suit or action is filed to enforce this agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney’s fees at the trial level and on appeal.

10. Indemnification. The Contractor agrees to indemnify and hold harmless the Client from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of the Contractor, the Contractor’s employees, if any, and the Contractor’s agents.