Supplier Service Agreement

Supplier Service Agreement
This Supplier Service Agreement (“SSA”) is made between Diverse Automation, Inc. (“Diverse Automation”), with a principal place of business at 7 South Laurens Street, Suite 100, Greenville, SC 29601, and independent contractors defined as (“Suppliers”) who will be paid by Diverse Automation 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 Diverse Automation 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contractor, supplier or employment agreements and addendums thereto, which shall hereinafter be null and void and no longer in effect.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, Diverse Automation 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 Diverse Automation.
Supplier shall submit an invoice to Diverse Automation 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, Diverse Automation’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:
  • License Fees
  • Memberships Fees and dues
  • Automobile and other travel expenses
  • Meals and entertainment
  • Insurance premiums
  • Safety equipment
  • Salary, expenses, and other compensation paid to employees or contract personnel the Supplier hires to complete the work under this Agreement.
8. Independent Contractor Status Supplier is an independent contractor and is not Diverse Automation’s direct employee for any reason or for any purpose. Supplier’s employees or contract personnel are not Diverse Automation’s employees. Supplier and Diverse Automation agree to the following rights consistent with an independent contractor agreement:
  • Supplier has the right to and is encouraged to perform services for others during the term of this SSA.
  • Supplier has the sole right to control and direct the means, manner, and method by which the services required by this SSA will be performed, subject to the needs and parameters of the Client Company’s direction and requests. Supplier has the right to perform the services required by this SSA at any place, location, or time.
  • Supplier will furnish its own vehicles, and all equipment and materials used to provide the services required by this SSA.
  • Supplier has the right to hire assistants as subcontractors, or to use employees to provide the services required by this SSA.
  • The Supplier or Supplier’s employees or contract personnel shall perform the Services. Diverse Automation shall not hire, supervise, or pay any assistants to help Supplier.
  • Diverse Automation shall not require Supplier or Supplier’s employees or contract personnel to devote full time to performing the Services.
9. Other Policies
Notwithstanding the fact that Supplier is an independent contractor, while on the Diverse Automation premises or attending Diverse Automation 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
Diverse Automation 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 Diverse Automation is not pleased with the performance of Supplier’s employees or contract personnel, Diverse Automation 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
  • Diverse Automation shall not withhold FICA (Social Security and Medicare taxes) from Supplier’s payments or make FICA payments on Supplier’s behalf.
  • Diverse Automation shall not withhold state or federal income tax from Supplier’s payments.
  • Supplier shall pay all taxes incurred while performing services under this SSA including but not limited to all applicable income taxes and, if Supplier is not a corporation, all self-employment (Social Security) taxes. Upon demand, Supplier shall provide Diverse Automation with proof that such payments have been made.
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 Diverse Automation. If Supplier is later hired as Diverse Automation’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 Diverse Automation with a certificate of workers’ compensation insurance before the employees begin the work.
15. Unemployment Compensation
Diverse Automation 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
Diverse Automation 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 Diverse Automation, Inc. at 7 South Laurens Street, Suite 100, Greenville, SC 29601 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
  1. This SSA may be terminated at any time by either Supplier or Company upon 30 days’ notice. Company, in its sole discretion, may choose to pay Supplier in lieu of working through all or part of the notice period.
  2. This SSA will be terminated when the Services are satisfactorily completed.
  3. Company may terminate this SSA immediately for Cause. “Cause” shall be defined as: fraud, embezzlement, or conviction of the Supplier of any felony; a material breach of, or the willful failure or refusal by the Supplier to perform and discharge the Supplier’s duties, responsibilities and obligations under, this SSA or any other agreement entered into by Supplier and the Company, as determined by the Company in its reasonable judgment, or Supplier’s failure to complete the services needed to complete the project; any act of moral turpitude or willful misconduct or misappropriation by the Supplier which is intended to result in personal enrichment of the Supplier at the expense of the Company, or any of its affiliates, or which has a material adverse impact on the business or reputation of the Company (such determination to be made by the Company in its reasonable judgment); intentional material damage to the property or business of the Company; a material breach of this SSA by Supplier; death of the Supplier; or the insolvency or bankruptcy of the Company or the discontinuation or diminution of the Company’s business for any reason; or the Client Company demands for the services provided hereunder change and/or are modified or the Client Company otherwise terminates or requests that the Services not be provided by the Supplier.
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 Diverse Automation 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 Diverse Automation 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 Diverse Automation, loss, failure to return Company property, or other similar loss.
Neither Diverse Automation 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 Diverse Automation 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 Diverse Automation’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 Diverse Automation 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:
  • when sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
24. No Partnership
This SSA does not create a partnership relationship. Supplier does not have authority to enter into contracts on Diverse Automation’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
  1. Company Affiliates have a proprietary interest in, and its business is one that requires secrecy concerning, Trade Secrets and Company Data.
  2. Except as may be necessary to perform the Services, Supplier shall hold Trade Secrets in confidence and shall not use, misappropriate, or divulge Trade Secrets of the Company Affiliates to any person or entity at any time during the course of Supplier’s contractual relationship with the Company and after Supplier’s contractual relationship with the Company ends.
  3. Except as may be necessary to perform the Services, Supplier shall hold Company Data in confidence and shall not use, misappropriate, or divulge Company Data to any Person at any time during the term of the SSA and for two years following the termination of this SSA.
  4. Supplier will return all Company Affiliate property, including but not limited to Company Data, Trade Secrets, and all copies thereof, in Supplier’s possession or under Supplier’s control upon termination of the contractual relationship or as otherwise requested by Company. Supplier agrees to not delete Company information or other electronic information, including but not limited to Company Data, Trade Secrets, and all copies thereof, from Supplier’s computer, communications systems or other mobile devices belonging to the Company Affiliate before or after the effective date of termination of contractual relationship except as otherwise authorized by the Company.
  5. Definitions:
    1) “Trade Secrets” and “Company Data”.
    1. “Trade Secrets” are limited to Company Affiliate information including, but not limited to, (i) a formula, pattern, compilation, program, device, method, technique, product, system, or process, design, prototype, procedure, or code that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, the public or any other person who can obtain economic value from its disclosure or use, and (b) is the subject of Company Affiliate efforts that are reasonable under the circumstances to maintain its secrecy, and/or (ii) any Company Affiliate information that could otherwise come under the definition of Trade Secret under South Carolina Code § 39-8-20 or the federal Defend Trade Secrets Act
    2. “Company Data” is defined as information related to the services or products provided by the Company Affiliates or related to the business of the Company Affiliates that (i) is competitively sensitive information; (ii) is important or valuable to the Company Affiliates; (iii) is kept in confidence by the Company Affiliates; (iv) becomes known to or exposed to Supplier through his/her contractual relationship with the Company; and (v) does not fall within the definition of Trade Secret above. Such Company Data may be valuable to the Company Affiliates because of what it costs to obtain, because of the advantages the Company Affiliates enjoy from its exclusive use, or because its dissemination may harm the Company Affiliates' competitive position in the industry.
    3. Neither Company Data nor Trade Secrets shall include any information that (i) is or was publicly known and made generally available to the public through no action or inaction of Supplier; (ii) is obtained from a third party not in violation of any with, or duty of confidentiality to, the Company Affiliates; or (iii) involves general skills or knowledge independently developed by the Supplier as shown by documents and other competent evidence in Supplier’s possession.
    4. Trade Secrets and Company Data may include, without limitation (i)product design information, inventions, discoveries, copyrights, intellectual property improvements, know-how, methods, technical information, data, process technology, plans, drawings, blueprints, manufacturing processes, laboratory procedures, and methods employed or sold by the Company relating to the Services or products provided by the Company or related to the business of the Company; (ii) sales and customer data (whether or not reduced to writing), including but not limited to customer lists, customer preferences, customer requirements, customer contracts, customer contacts, pricing information, discounts, concessions and prior bids; (iii) marketing information, including but not limited to business strategy, plans, research, development, expansion or contraction plans; (iv) business plans, including but not limited to capital projects, departmental budgets and expenses; (v) financial information, including but not limited to revenue and billing projects; (vi) computer programs (or any portions or logic comprising such programs and/or source codes), internal security codes and passwords; (vii) manufacturing and vendor contacts, contracts and agreements; (viii) research and development efforts; (ix) product or service cost or pricing; (x) personnel allocation or organizational structure; and (xi) non-public information concerning the legal or financial affairs of Company.
    5. Trade Secrets and Company Data may exist in any medium or form, including but not limited to paper and electronic documents, records, tapes, files, media, and any other medium of communicating or storing information, including but not limited to information stored or kept digitally or electronically.
    6. Nothing in this SSA is intended to interfere with or discourage a good faith disclosure to any governmental entity related to a suspected violation of the law. Supplier is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Supplier not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Furthermore, Supplier is hereby on notice that if Supplier files a lawsuit for retaliation by an company for reporting a suspected violation of law, Supplier may disclose the employer's trade secrets to Supplier’s attorney and use the trade secret information in the court proceeding if Supplier: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order
    7. “Company Affiliates” means Diverse Automation, any companies related to or affiliated with Diverse Automation, and the Client Company(ies) for whom Supplier works or provides the Services.
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.