Staffing Agreement

Orion Staffing Solutions, LLC, with its principal office located at 4900 Hopyard Rd. West Lobby Suite 100 Pleasanton, CA 94588 (“Orion Staffing Solutions, LLC and or STAFFING FIRM”), and Client “CLIENT” agree to the terms and conditions set forth in this Staffing Agreement (the “Agreement”).

STAFFING FIRM
1. Duties and Responsibilities

STAFFING FIRM will:

1. Recruit, screen, interview, hire, and assign its employees (“Assigned Employees”) to perform the type of work described on Staffing Agreement under CLIENT’s supervision at the locations specified on Staffing Invoice and will, as the common law employer of Assigned Employees, be responsible for the following.

2. Pay Assigned Employees wages and provide them with the benefits that STAFFING FIRM offers to them.

3. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits where applicable; and handle unemployment and workers’ compensation claims involving Assigned Employees when applicable.

4. Require Assigned Employees to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT.

5. Require Assigned Employees to sign confidentiality agreements before they begin their assignments to CLIENT.

6. Comply with federal, state and local labor and employment laws applicable to Assigned Employees, including the Immigration Reform and Control Act of 1986; the Internal Revenue Code (“Code”); the Employee Retirement Income Security Act (“ERISA”); the Health Insurance Portability and Accountability Act (“HIPAA”); the Family Medical Leave Act; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Fair Labor Standards Act; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Uniformed Services Employment and Reemployment Rights Act of 1994;and, as set forth in subparagraph g. below, the Patient Protection and Affordable Care Act (ACA).

7. Comply with all provisions of the ACA applicable to Assigned Employees, including the employer shared responsibility provisions relating to the offer of “minimum essential coverage” to “full- time” employees (as those terms are defined in Code §4980H and related regulations) and the applicable employer information reporting provisions under Code §6055 and §6056 and related regulations.

1.2.Right to Control in addition to STAFFING FIRM’S duties and responsibilities set forth in paragraph 1, STAFFING FIRM, as the common law employer, has the right to physically inspect the worksite and work processes; to review and address, unilaterally or in coordination with CLIENT, Assigned Employee work performance issues; and to enforce STAFFING FIRM’s employment policies relating to Assigned Employee conduct at the worksite.

CLIENT

Duties and Responsibilities

CLIENT will:

1. Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectual property.

2. Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Employees to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without STAFFING FIRM’s express prior written approval or as strictly required by the job description provided to STAFFING FIRM.

3. Provide Assigned Employees with a safe work site and provide appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site.

4. California employees must be given a meal or lunch break for a minimum of 30 minutes for shifts longer than five hours. This break is unpaid, uninterrupted, and must begin before the end of your fifth hour of work. This break can be waived if your workday isn't longer than 6 hours. A net 10- minute paid rest period for every four hours worked.

5. Not change Assigned Employees’ job duties without STAFFING FIRM’s express prior written approval.

6. Exclude Assigned Employees from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits.

Booking, Payment Terms, Bill Rates, and Fees

1. CLIENT will pay STAFFING FIRM for its performance at the rates set forth on the CLIENT invoice and will also pay any additional costs or fees set forth in this Agreement. STAFFING FIRM will invoice CLIENT for services provided under this Agreement on Per Event basis. Invoices will be supported by the pertinent timesheets or other agreed system for documenting time worked by the Assigned Employees.

2. Deposits and Final Payments: A 50% deposit is required for all shifts. Final payment due date is NET 3.

3. CLIENT’s signature or other agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes STAFFING FIRM to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion.

4. LATE FEE: Any STAFFING FIRM invoice not paid within fifteen- (15) days of such billing is subject to a 10% monthly interest charge. STAFFING FIRM reserves the right to use all means of collection available under applicable law to collect any amount past due.

5. If CLIENT has provided per-authorized credit card payment, CLIENT will pay STAFFING FIRM for all outstanding and/or undisputed invoices older than 15 days with such method. STAFFING FIRM

6. All rates are subject to change without no6ce and are not guaranteed, except those prices for an order that have been accepted.

4. CANCELED SHIFTS:

   1. Payments for services can be made to STAFFING FIRM in increments as a courtesy to

      the CLIENT. Once a deposit or payment is made, it is non-refundable for any reason.

   2. 50% percent charge will be applied for any shift canceled within 72 hours of the shift

      date.

   3. 100% percent charge will be applied for any shift canceled within 48 hours of the shift

      date.

5. OVERTIME Assigned Employees are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work. STAFFING FIRM will charge CLIENT special rates for premium work time only when an Assigned Employee’s work on assignment to CLIENT, viewed by itself, would legally require premium pay and CLIENT has authorized, directed, or allowed the Assigned Employee to work such premium work time. CLIENT’s special billing rate for premium hours will be the same multiple of the regular billing rate as STAFFING FIRM is required to apply to the Assigned Employee’s regular pay rate. (For example, when federal law requires 150% of pay for work exceeding 40 hours in a week or 8 hours a day, CLIENT will be billed at 150% of the regular bill rate. Holiday rates May exceed 200% of the regular bill rate.)

6. DIRECT HIRE FEE: If CLIENT uses the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person or firm other than STAFFING FIRM within 365 days after the commencement of any assignment of the Assigned Employee to CLIENT from STAFFING FIRM, CLIENT must notify STAFFING FIRM within 30 days and pay a DIRECT HIRE FEE of $4,995.00 for each direct hire. Failure of CLIENT to notify STAFFING FIRM within 30 days will result in a DIRECT HIRE FEE of $7,999.00 per direct hire. This fee is non-negotiable and non- refundable for any reason.

7. In addition to the bill rates specified in Staffing Agreement, CLIENT will pay STAFFING FIRM the amount of all new or increased labor costs associated with CLIENT’s Assigned Employees that STAFFING FIRM is legally required to pay—such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels—until the parties agree on new bill rates.

8. STAFFING FIRM work week is Monday through Sunday. CLIENT is responsible for approving Assigned Employees time at the conclusion of each shift.

9. CLIENT can dispute their invoice up to 15 days after the date of such invoice. After this period, STAFFING FIRM presumes the invoices are valid and will hold CLIENT liable for payment.

10. By signing and agreeing to terms CLIENT guarantees payment for services.

Confidential Information

11. Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of CLIENT’s confidential information will be imputed to STAFFING FIRM as a result of Assigned Employees’ access to such information.

Cooperation

12. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees.

Indemnification and Limitation of Liability

13. Client will be responsible for paying for 100% billable hours per employee that is turned away due to change of request, weather, faulty equipment, or any other issue that is out of the control of staffing firm.

14. To the extent permitted by law, STAFFING FIRM will defend, indemnify, and hold CLIENT and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by Staffing FIRM’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful misconduct of STAFFING FIRM or STAFFING FIRM’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

15. To the extent permitted by law, CLIENT will defend, indemnify, and hold STAFFING FIRM and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CLIENT’s breach of this Agreement, its failure to discharge its duties and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of CLIENT or Client’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

16. Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.

17. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within 7 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.

18. The provisions in paragraphs 16 through 20 of this Agreement constitute the complete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

Commercial Auto Insurance

19. Client is agreeing to add Orion Staffing Solutions, LLC temporary employees to their commercial automobile policy. This releases Orion Staffing Solutions from any temporary employee- related accident while operating client company vehicles.

Miscellaneous

20. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement will remain effective after termination or non-renewal.

21. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.

22. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.

23. This Agreement and the contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.

24. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.

25. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each provision of this Agreement.

26. CLIENT will not transfer or assign this Agreement without STAFFING FIRM’s written consent.

27. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement.

28. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.

29. Client agrees that venue in any litigation matter with any office of Orion Staffing Solutions, LLC will be in Alameda County, in The State of California. This includes but not limited to filing an Original Petition in Suit, informal meetings, mediation. Client cannot request a change of venue to any other state other than Alameda County, California. Orion Staffing Solutions LLC office is primarily based in Pleasanton, Alameda County, California.

Term of Agreement

30. This Agreement shall commence on the date of signature and shall remain in effect unless terminated by CLIENT 30 days prior by written notice. STAFFING FIRM may terminate this Agreement for convenience without notice.