Supplier Service Agreement |
---|
This Supplier Service Agreement (“SSA”) is made between Automate America, Inc. (“Automate America”), with a principal place of business at PO BOX 1638, Greer, SC 29652, and independent contractors defined as (“Suppliers”) who will be paid by Automate America and not the end customer (“Client Company”) directly. |
1. Services to Be Performed The Supplier shall provide services for an entity that has contracted with or otherwise has contacted Automate America for the need for such services and such other services as needed to satisfactorily complete the project for such Client Company (the “Services”). The work to be performed shall be done for and at the direction of the Client Company. |
2. Tax Identification Number Supplier agrees to provide a completed Form W-9 or Form W-8 with a valid Social Security Number or Tax Identification Number prior to the commencement of the Services. |
3. Term of SSA This SSA shall be effective until terminated as set forth herein. This SSA supersedes any previous contractor, supplier or employment agreements and addendums thereto, which shall hereinafter be null and void and no longer in effect. |
4. Payment In consideration for the Services to be performed by Supplier, Automate America agrees to pay Supplier for all approved hours worked. Supplier acknowledges that the rate of pay may be renegotiated for future assignments or projects. |
5. Terms of Payment Supplier shall turn in weekly timesheets and expense reports on Sunday or as otherwise directed by Automate America. Supplier shall submit an invoice to Automate America on a weekly basis. The invoice shall reflect the same hours and expenses as shown on the weekly timesheets. Standard Payment terms will be net 30 and payments will be made via direct deposit to Supplier’s bank account. Supplier will be given optional net terms. |
6. Confidentiality of Payment Arrangements Payment terms and arrangements to Suppliers are confidential. Supplier is prohibited from discussing his or her payment terms and arrangements with other suppliers, contractors, Automate America’s employees, or the Client Companies. Violation of this stipulation may result in termination of this SSA. |
7. Expenses Supplier shall be responsible for all expenses incurred while performing the Services unless the Client Company reimburses such expenses. This includes but is not limited to the following:
|
8. Independent Contractor Status
Supplier is an independent contractor and is not Automate America’s direct employee for any reason or for any purpose. Supplier’s employees or contract personnel are not Automate America’s employees. Supplier and Automate America agree to the following rights consistent with an independent contractor agreement:
|
9. Other Policies Notwithstanding the fact that Supplier is an independent contractor, while on the Automate America premises or attending Automate America functions or meetings, or on the premises of a Client Company, Supplier shall observe and obey, and cause Supplier’s employees and subcontractors to observe and obey, all applicable policies, procedures, rules, and regulations of Company or the Client Company. |
10. Right of Refusal Automate America shall have the right to evaluate any of Supplier’s employees or contract personnel placed on a project. If during the term of the project Automate America is not pleased with the performance of Supplier’s employees or contract personnel, Automate America shall notify Supplier and the Supplier shall remove the employee or contract personnel immediately. |
11. Business Permits, Certificates, and Licenses Supplier shall comply with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the Services. |
12. State and Federal Taxes
|
13. Fringe Benefits Supplier understands that neither Supplier nor Supplier’s employees or contract personnel are eligible to participate in any employee pension, profit sharing, health or medical insurance, vacation pay, sick pay, or other fringe benefit or welfare or pension plan sponsored by Automate America. If Supplier is later hired as Automate America’s employee, which is neither promised nor guaranteed, Supplier expressly waives Supplier’s rights to any benefits during the time that he or she was a contractor under this (or any previous) SSA. |
14. Workers’ Compensation Supplier shall obtain workers’ compensation insurance on behalf of Supplier and Supplier’s employees. When Supplier hires employees to perform any work under this SSA, Supplier will cover them with workers’ compensation insurance and provide Automate America with a certificate of workers’ compensation insurance before the employees begin the work. |
15. Unemployment Compensation Automate America shall make no state or federal unemployment compensation payments on behalf of Supplier or Supplier’s employees or contract personnel. Supplier will not be entitled to these benefits in connection with work performed under this SSA or the performance of the Services. |
16. Insurance Automate America shall not provide any insurance coverage of any kind for Supplier or Supplier’s employees or contract personnel. Supplier agrees to maintain a general liability insurance policy of at least $1,000,000.00 to cover any negligent acts committed by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier also agrees to maintain a workers’ compensation insurance policy of at least $1,000,000.00 to cover any work-related injuries sustained by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier agrees to add Automate America, Inc. at PO BOX 1638, Greer, SC 29652 as an added insured on each policy. |
17. Waiver SUPPLIER WAIVES ALL CLAIMS AGAINST COMPANY OR THE CLIENT COMPANY FOR COMPANY’S LIABILITY OR COMPENSATION FOR PERSONAL INJURY, UNEMPLOYMENT COMPENSATION OR OTHERWISE UNDER WORKERS’ COMPENSATION LAWS. SUPPLIER UNDERSTANDS THAT IN NO WAY WILL COMPANY BE LIABLE FOR ANY INJURY OR LOSS SUSTAINED BY THE SUPPLIER IN THE PERFORMANCE OF THIS SSA. |
18. Terminating the SSA
|
19. Final Payments If the Services are satisfactorily performed and the project is completed, Supplier will be paid as set forth in this SSA through the date of completion. If this SSA is terminated by either Automate America or Supplier before a project is completed, any final payments owed for the Services performed by Supplier will be withheld until payment for said services is received by Automate America from the Client Company. Supplier is entitled to the compensation set forth herein only through the effective date of termination and is not entitled to any post-termination compensation. Company, in its sole discretion, may offset any sum due from Supplier (at the termination date or otherwise) against any amount which would otherwise be due Supplier to the maximum extent permitted by law, including but not limited to payments, commissions, or other compensation. Such offset may include, but is not limited to, sums for theft, breakage, overpayment, advances, or monies owed to Automate America, loss, failure to return Company property, or other similar loss. Neither Automate America nor Supplier will, by reason of the termination or expiration of this SSA, be liable to the other for compensation, reimbursement, or damages either on account of present or prospective profits on sales or anticipated sales, or on account of expenditures, investments, or commitments made in connection therewith or in connection with the establishment, development, or maintenance of the business or goodwill of the Company or of the Supplier. Upon termination of this SSA, Supplier will give Automate America a statement including all information available to or obtainable by Supplier which the Company requests regarding the status of outstanding or pending transactions with the Automate America’s customers or projects. |
20. Sole Agreement This SSA, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this SSA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This SSA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this SSA or, in the case of waiver, by the party or parties waiving compliance. |
21. Severability If any provision of this SSA is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this SSA for Automate America and Supplier remain valid, binding, and enforceable. |
22. Applicable Law This SSA will be governed by the laws of the state of South Carolina. |
23. Notices All notices and other communications in connection with this SSA shall be in writing and shall be considered given as follows:
|
24. No Partnership This SSA does not create a partnership relationship. Supplier does not have authority to enter into contracts on Automate America’s behalf. |
25. Statutory Employees Notwithstanding the language contained in other provisions herein, except as may be noted below, Supplier agrees that it undertakes to perform or execute the work performed under this SSA that is part of the trade, business or occupation of Company and therefore its employees, agents, and subcontractors, for purposes of the applicable state's workers' compensation laws, are, to the maximum extent permitted by law, considered statutory employees under such applicable state's workers' compensations laws. Therefore, the exclusive remedies for any personal injury suffered by Supplier's agents, employees or subcontractors while performing any of the services performed under this SSA shall be the remedies under the applicable state workers' compensation laws, including, if necessary, under Company's workers' compensation insurance coverage, and Company is entitled to tort immunity to the maximum extent permitted by law. Supplier agrees that it will not take nor permit its workers' compensation carrier or other similarly situated party to take any position inconsistent with the provisions of this Section. |
26. Indemnification Supplier agrees to defend, indemnify and hold the Company and its officers, directors, employees, agents, attorneys and Suppliers harmless from and against any damages, liabilities, law suits and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever which may be sustained or suffered by the Company, arising out of, based upon or by reason of (a) breach of any representation or warranty of, or failure to perform any covenant made by Supplier in, this SSA or taking a position that contradicts the representations set forth in this SSA, (b) violation of laws, ordinances or regulations resulting directly or indirectly from, or in any way relating to, the activities of Supplier under this SSA, and (c) any claim, action or proceeding asserted, instituted or growing out of any matter for which Supplier has agreed to indemnify the Company hereunder. |
27. Assignment Supplier acknowledges that the services to be rendered by Supplier are unique and personal. Accordingly, Supplier may not assign any of Supplier’s rights or delegate any of Supplier’s duties or obligations under this SSA, except to the extent amounts are payable to Supplier hereunder after Supplier’s death, in which case those benefits may be assigned by will or the law of descent. The rights and obligations of Company under this SSA shall be assignable by the Company, and shall inure to the benefit of and shall be binding upon Company and its successors and assigns. |
28. Cooperation In the event any accident or other incident should occur in the course of Supplier performing under this SSA, Supplier agrees to cooperate and provide reasonable assistance to the Company in the investigation of such accident or incident as Company may request, which assistance and cooperation may include, but not be limited to, retaining legal counsel independent of Supplier's workers' compensation carrier and making its employees and legal counsel available for interviews by the Company and/or its legal counsel. |
29. Confidentiality and Non-Disclosure
|
30. Counterparts This SSA may be executed in one or more counterparts, all of which taken together shall constitute one instrument. |
31. Headings The headings contained in this SSA are for reference purposes only and shall not affect in any way the meaning or interpretation of this SSA. |
32. Governing Law This SSA shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to South Carolina’s rules of conflicts of law, and regardless of the place or places of its physical execution and performance. The parties agree that all claims must be brought exclusively in courts of competent jurisdiction in Greenville, South Carolina, and Supplier agrees to be subject to these courts even if Supplier is not then residing in South Carolina. |