Terms of Service

Last modified: July 28, 2022

Legal

Our Customer Master Services Agreement is a contract that governs our customers' use of Worca services and consists of the following documents:

Master Services Agreement
Product Specific Terms

Employer of Record (EOR)
Recruiting Services

Your Order Form is the Worca-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products purchased and your fees. You'll find your Order Form(s) in the Accounts and Billing section of your Worca portal. We try to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily "legalese". By using Worca SaaS and Services, you are agreeing to these terms.

Master Services AgreementClient and Worca shall be referred to collectively as "Parties" and each of them as "Party" as the case may be.1. DEFINITIONS.a. "Approved Open-Source Components" means Open-Source Components that Client has approved to be included in or used in connection with any Work Product developed or provided hereunder, in each case, solely as specifically identified in the applicable Work Order or otherwise approved by Client in advance in writing.b. "Approved Third-Party Materials" means the Third-Party Materials that Client has approved to be included in or for use in connection with any Work Product developed or provided hereunder, in each solely as specifically identified in the applicable Work Order or otherwise approved by Client in advance in writing, as well as third party materials (including software, hardware, database, programs, applications, or otherwise) that Worca uses in its ordinarily course of business or may reasonably use in performing its obligations herein.c. "Client Confidential Information" has the meaning set forth in the Client Responsibility Section of this Agreement.d. "Intellectual Property Rights" means all or any of the following: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable Law in any jurisdiction throughout the world.e. "Open-Source Components" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU's General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (ii) the Affero General Public License, (iii) the Artistic License (e.g., PERL), (iv) the Mozilla Public License, (v) the Netscape Public License, (vi) the Sun Community Source License (SCSL), (vii) the Sun Industry Standards License (SISL), (viii) the BSD License and (ix) the Apache License.f. "Personnel" means an individual or individuals identified, designated and/or presented by Worca for placement and/or performance of Project.g. "Third-Party Materials" means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, in which any party other than Client or Worca solely owns any Intellectual Property Right, but specifically excluding Open-Source Components.h. "Work Product" means any work product developed, arising from or delivered in connection with the Services, including but not limited to concepts, works, drafts, notes, interviews, inventions, information, drawings, designs, templates, programs, or software (in source code and object code form), as well as any related documentation and instructions (whether developed by Worca or any of its Personnel (as defined below), either alone or with others, and whether completed or in-progress). This term shall not include personal notes or scratch marks created or prepared by Personnel solely to help him/her as reminder or brainstorming and are not ordinarily kept and stored as a part of employer's record keeping and do not contain Confidential Information.2. SERVICES, WORK ORDERS.a. "Services" Worca will provide services to Client in accordance with the terms and conditions of this Agreement ("Services") as the parties may from time to time agree and specify in purchase orders ("Purchase Orders") or work orders ("Work Orders") issued or signed by Client and accepted by Worca. Any modifications, additions, or deletions to SaaS solutions, and services will be made and accepted by the client via electronic order form. Except as otherwise provided in a Work Order, Client will provide laptops or reimburse for laptops, at Client's election. Client will provide or reimburse all other equipment, software and supplies reasonably required to perform the Services, including monitors, furniture and workspace.b. "Projects" Services under a particular Work Order are called a "Project." Worca makes no promises or representations whatsoever as to the impact to or result of Client's business in connection with any Project. Parties expressly acknowledge and agree that Client's business and success thereof is dependent on many and variable factors of which Worca has no control, influence and/or responsibility.c. "Work Orders" This Agreement governs each Work Order and Purchase Orders, except that any conflict between the terms of this Agreement and a Work Order or Purchase Orders will be resolved in favor of the Work Order or Purchase Orders if the Work Order or Purchase Orders explicitly states that it is intended to modify the conflicting terms of this Agreement or if this Agreement explicitly provides the Work Order or Purchase Order may govern. This Agreement does not obligate Worca to perform any Services and/or provide any goods until Worca has expressly accepted the Work Order or Purchase Order, as the case may be and then only for the Project or goods specified in the Work Order or Purchase Order. Both parties must sign a Work Order for it to be effective.d. "Payment/Records" Client shall promptly pay Worca as provided in this Agreement and the applicable Work Order. Any monetary denomination shall be in United States Dollar unless as otherwise modified in writing by the Parties. Any amount stated in any Work Order shall be net of any bank or wiring fees, foreign exchange fees, government duties, and related charges, all of which shall be Client's responsibility. Any credits or amounts paid by Client not applied will be refunded to Client no later than 30 days after the expiration or termination of a Work Order or this Agreement, provided that Client has complied or performed on all of Client's obligations. To the extent required by law, during the Term and for two (2) years thereafter, Worca agrees to maintain complete and accurate books and records regarding its business operations relevant to the calculation of fees and costs charged to Client. During the Term and for two (2) years thereafter, upon Client's reasonable request, Worca will make such books and records, and appropriate personnel, available during normal business hours for an on-site or remote inspection or audit, on confidential basis, by Client or its authorized representative, provided that Client shall (a) provide Worca with reasonable prior notice of any audit of no less than fifteen(15) business days; (b) undertake an audit no more than two times per calendar year and no more than once on the same cost or expense items; and (c) conduct or cause to be conducted such audit in a manner designed to minimize disruption of Worca normal business operations. Client may review copies and abstracts of materials audited, provided that such material shall be Confidential Information of Worca. Client will pay the cost of such audits unless an audit reveals an overbilling or over-reporting of 5% or more, in which case Worca shall reimburse Client for the actual and reasonable external expenses incurred by Client for the audit, but capped at 50% of the total amount paid by Client for the Work Order or Purchase Order subject to the audit for which reimbursement is sought or actual expenses.d. "Taxes" All fees set forth in any Work Order are exclusive of applicable taxes, which Worca may invoice subsequently and separately from the Work Order or Purchase Order. Worca is responsible for income taxes due and payable resulting from Client payments to Worca for services rendered or goods sold. Worca may charge and Client will pay applicable federal, state or local sales or use taxes or value added taxes that Worca is legally obligated to charge ("Taxes"). Client may provide Worca an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Worca will not charge or collect the Taxes covered by such certificate.3. TERM; TERMINATIONa. "Agreement Term." This Agreement begins on the Effective Date and, unless earlier terminated pursuant to this Agreement, continues for a period of 1 year; provided, however, that the terms of this Agreement shall survive and apply to any Work Orders or Purchase Order outstanding as of the effective date of termination. This Agreement shall automatically renew for successive 1 year periods until either party gives at least thirty (30) days prior written notice of termination or this Agreement is terminated as provided herein.b. "Work Order Termination." Client and Worca may terminate any Work Order or any portion thereof, without cause and/or without the occurrence of a default, by giving at least thirty (30) days prior written notice to the opposite party. Upon any such termination, Client is liable to pay all fees and expenses including but not limited to all Services performed, goods provided by, and liabilities incurred by Client as of the expiration of the 30 days notice period, provided that if the fee set forth in the Work Order is a fixed amount, Client will pay the fee to the extent the Project/Work Order is complete and pro rata share of expenses incurred by Worca.Work Order Terminationc. "Termination by Either Party." In addition, either Client or Worca may terminate this Agreement or any applicable Work Order or any portion of the Services not then performed immediately upon written notice for opposite party's material breach of this Agreement, after applicable notice and cure periods, if any, including but not limited to any breach of the Client Responsibility and Confidentiality/Publicity sections of this Agreement, or insolvency or inability to pay debts as they become due.d. "Notice of Material Events." Each party shall provide prompt notice to the other party if such party is unable to pay its debts as they become due or insolvent. Worca agrees to provide as much advance notice as practicable or required by law if there is a change in control of Worca or the international entity or sale of all or substantially all of the assets of Worca or the international entity relating to this Agreement or if Worca's agreement with the international entity changes in any material respect or terminates. Such notice shall include reasonable detail about the change in control or change in the agreement. Client agrees to provide written notice setting forth the details and evidence of any claim of material breach against Worca and thereafter provide ten (10) business days for Worca to respond and cure such breach.e. "Effect of Termination."

(1) Termination of any Work Order shall not effectuate a termination of this Agreement, any maintenance and support services or any other Work Order then in effect and not otherwise expressly terminated, and the terms and conditions set forth herein shall continue in effect, as applicable.

(2) Worca and Client shall with respect to termination of any Work Order or this Agreement, (i) Worca promptly deliver to Client all Work Product generated by Worca under such Work Order (whether complete or incomplete), concurrent withClient's payment to Worca under Work Order or as Parties may otherwise agree; (ii) during and after the Term, Worca shall provide reasonable cooperation and assistance to transition the Services to Client or an alternate service provider, and (iii) for termination for cause pursuant to any material breach by either party of the terms of this Agreement or any Work Order, on a pro rata basis, repay all amounts, if any, paid in advance for any Services or Work Product that have not been provided.

f. "Termination by Worca." Worca may terminate this Agreement immediately upon written notice if Client fails to cure a nonpayment of amounts due within ten (10) days after written notice of such nonpayment to Client. Upon termination by Worca under this subsection, all amounts under the Work Order or Purchase Order shall become fully and immediately due upon the expiration of the ten day notice period herein.4. THIRD PARTY MATERIALS.a. Unless otherwise agreed to by Client, Worca shall not include in any Work Product, and operation of all Work Product shall not require any Third-Party Materials other than Approved Third-Party Materials.b. Client shall secure, at its reasonable cost and expense, all necessary rights, licenses, consents, approvals and authorizations necessary for Worca to use, perpetually and throughout the world, all Approved Third-Party materials as incorporated in or otherwise used in conjunction with Work Product as specified in the applicable Work Order.c. Worca shall not include in any Deliverable, and operation of all Work Product shall not require the use of any Open-Source Components other than Approved Open-Source Components specifically described for such Project or Work Product. Worca shall provide Client a machine-readable copy of the source code for Approved Open-Source Components in accordance with the terms of the applicable open-source licenses(s) therefore at no cost to Client.5. REPRESENTATIONS AND WARRANTIES.a. "Worca represents and warrants" that: (a) it will perform the Services in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (b) the Services, Work Product and other materials provided by or on behalf of Worca will not violate, misappropriate or infringe any third party's copyrights, patents, trade secrets, trademarks or other proprietary rights; (c) all Work Product and other materials provided by or on behalf of Worca will not contain any copy protection, automatic shut-down, lockout, "time bomb" or similar mechanisms that could interfere with Client's exercise of its business or its rights under this Agreement except as otherwise permitted by laws; (d) all Work Product and other materials provided by or on behalf of Worca will not contain any viruses, "Trojan horses" or other harmful code; (e) except for Approved Third-Party Materials and Approved Open-Source Components, no Third-Party Materials and Approved Open-Source Components was or is used in connection with the development of any Work Product unless with notice and consent of Client; (f) except for Approved Third-Party Materials and Approved Open-Source Components, no Third-Party Materials and Approved Open-Source Components was or is incorporated or distributed, in whole or in part, in conjunction with the Work Product unless with notice and consent of Client; (g) the Work Product are not subject to any license or other terms that require that other software or documentation incorporating or used with the Work Product be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge; (h) it will not incorporate or include in the Work Product any encryption, digital rights management, or other related technology without Client's express written consent; (i) it and its Personnel will comply, at Worca sole cost, with all applicable ordinances, codes, standards, laws, rules, regulations and orders of any governmental authority having jurisdiction over Worca performance of the Services, including but not limited to employment, export and re-export laws and regulations ("Laws"), and will hold and fully comply with all required licenses, permits and approvals; (j) it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, law, rule, regulation or order which is violated by) its execution and delivery of this Agreement and performance of its obligations under this Agreement, including to grant all rights to Client provided under the Confidentiality / Publicity Section of this Agreement; (k) all Personnel are, to the best of Worca's actual knowledge, authorized to lawfully perform the Services pursuant to applicable immigration and work status Laws based on the specifications and as of the date of the Work Order; (l) to the best of Worca knowledge after due inquiry, Worca Personnel have not been convicted of a felony in the previous seven years, or, if they have, Worca has (to the extent in accordance with Laws) provided information to Client regarding the nature, severity, and date of each such conviction.b. "Client represents and warrants" that: (a) it will timely and fully perform all of its obligations herein, including but not limited to payment of all invoices and billing statements as due (b) it will provide and ensure the safety, welfare, and dignity of all Personnel during the course of such Personnel's performance of any Services or work for Client (c) it will provide and ensure a professional, non-discriminatory, harassment and abuse free, and safe work environment for any Personnel (d) it will timely provide to Personnel reasonable access and use of all necessary and relevant information, equipment, programs, and other things (including any training or instructions regarding Client operations) necessary for Personnel to carry out his or her performance of the Services, subject to requirements of confidentiality provided herein (e) it has the right and authority to enter into this agreement and comply with all terms herein without breach of any laws, regulations, ordinances, or contractual obligations and (f) it will promptly inform Worca of any issues, difficulties, or problems with any Personnel as to maintain highest level of mutual communication and remediation efforts.6. PERSONNEL; INDEPENDENT CONTRACTOR RELATIONSHIP.a. "Workers." Worca and Client are independent contractors. Worca has exclusive control over its employees, representatives, agents, contractors, and subcontractors, as well as Personnel (to the extent such persons have been hired or employed by or has entered into a contract with Worca to provide services) (collectively, "Workers") and over its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions, except as otherwise provided herein. Worca has the exclusive right to hire, transfer, suspend, layoff, recall, promote, discipline, discharge and adjust grievances with its Workers. Worca is solely responsible for all salaries and other compensation and benefits of its Workers, if any, who provide Services and for making all deductions and withholdings from such salaries and other applicable compensation (including annual basic salary, allowance, commissions and bonuses, stocks and sign-on bonuses where applicable) and paying all applicable contributions, taxes, assessments, severance, labor insurance and health insurance, if any. Worca Workers are neither employees of Client nor eligible to participate in any employment benefit plans or other benefits available to Client's employees. Worca has no authority to represent or bind Client to any agreement or obligation as to any third parties. Worca will be solely responsible for all theft, damage and/or misconduct related to its Personnel (to the extent that the Personnel is at fault) consistent with applicable laws and regulations.7. CLIENT RESPONSIBILITY.Notwithstanding and in addition to any other provisions herein, Client shall be solely responsible for: 1) evaluating any Personnel's skills and qualifications and making final determination as to the roster of Approved Personnel for a particular Work Order; 2) providing Approved Personnel with a proper, safe, and professional working environment, including but not limited to the provision of all equipment and materials required to satisfactorily perform the Services, and ensurance of workplace safety; 3) complying with all applicable labor, employment, and related laws and regulations (including, e.g. holidays and scheduling, time-off requirements, and overtime rules etc.); 4) providing training to Personnel, including but not limited to technical and safety training, that are reasonably necessary in performance of Services; and 5) timely informing Worca of any issues with or pertaining to any Approved Personnel at any time and providing reasonable opportunity for redress, if necessary.8. CONFIDENTIALITY/PUBLICITY.a. Worca and its representatives will protect and keep confidential the Client Confidential Information except as otherwise provided herein. “Client Confidential Information” means the existence of this Agreement (including, without limitation, all Work Orders), its terms and conditions and any other information obtained from Client in connection with this Agreement or related to the Services that is identified as confidential or proprietary in good faith by Client Worca will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling its obligations under this Agreement, and Worca will at Client's election, return all such information to Client or destroy such information and certify to its destruction promptly upon the termination of this Agreement. All such information will remain Client's exclusive property, and Worca will have no rights to use such information except as expressly provided herein. Worca will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Client in any manner without prior written authorization of such use by an Officer of Client. Worca will not issue press releases or publicity relating to Client or this Agreement or reference in any brochures, advertisements, client lists or other promotional materials. Worca shall provide immediate written notice to Client if it suspects or becomes aware that any Client Confidential Information has been lost, accessed by unauthorized persons or subject to unauthorized use.b. This section shall not apply to any information, documents, and things where 1) disclosed by Client; 2) available or known in the general public; 3) obtained separately from a third party source or derived independently by Worca without breach of any confidentiality obligations; and 4) disclosure is required by law or pursuant to an order or subpoena by any court or government entity with competent jurisdiction over Worca, provided that Worca will timely notify Client of any such order or subpoena prior to disclosure.9. PROPRIETARY RIGHTS.a. Work Product, Proprietary Rights and Pre-Existing Work. With respect to any Work Product in connection with the Services, Worca agrees that Client owns all right, title and interest (including, but not limited to, all trademarks, trade secrets, copyrights, patents and any other Intellectual Property Right or proprietary rights) (collectively, "Proprietary Rights") in such Work Product, except that Work Product does not include: (a) any inventions or developments made by Worca prior to the Effective Date; (b) any improvements Worca may make to its own general use proprietary software or any of its internal processes, provided that such improvements do not infringe Client's Proprietary Rights; (c) any intellectual property already owned or licensed by Worca as of the date of execution of this Agreement; and (d) any drafts, work product, or personal notes of any Personnel, all of which are hereinafter referred to collectively as ("Pre-Existing Work").b. Work for Hire. To the extent consistent with applicable laws and except as otherwise provided herein, the Work Product has been specially ordered and commissioned by Client. Worca agrees that the Work Product is a "work made for hire" for copyright purposes, with all copyrights in the Work Product owned by Client.c. Assignment of Work Product. Worca hereby assigns to Client, its successors and assigns, all right, title and interest in and to the Work Product, including, but not limited to, all rights in and to any inventions, designs and Proprietary Rights embodied in the Work Product or developed in the course of Worca's creation of the Work Product, but subject to Worca's continuing ownership of its Pre-Existing Work and conditioned on Client's timely performance of all of Client's obligations herein. The foregoing assignment includes a non-exclusive, finite, and limited license under any current and future patents owned or licensable by Worca to the extent necessary to combine the Work Product or any derivative works or modifications thereof with any product, service, offering, software or intellectual property of Client. Worca shall, and shall cause all of Worca's Personnel to take all appropriate action and execute and deliver all documents necessary or reasonably requested by Client to effectuation any of the provisions or purposes of the Confidentiality / Publicity Section of this Agreement, or otherwise as may be necessary for Client to prosecute, register, prefect or record or enforce its rights in or to any Work Product or any Proprietary Right therein. Without limiting the foregoing, Worca has agreements, and will enter into any additional agreements, with its Personnel or any other party as necessary to establish Client's sole ownership in Work Product, and upon Client's request, Worca will provide Client with copies of such agreements. Worca appoints Client as its attorney-in-fact to execute assignments of, and register all rights to, the Work Product and the Proprietary Rights in Work Product provided that Worca may revoke such appointment at any time.10. INDEMNIFICATION AND LIMITATION OF LIABILITY.a. Indemnification. Client agrees to hold harmless, release, and defend Worca and its officers, directors, managers, shareholders, partners, affiliates, subsidiaries, employees, contractors, subcontractors, agents, representatives, successors, and assigns (collectively, "Worca Indemnitees") from any and all claims, demands, suits, losses, harms, liabilities, damages, liens, and encumbrances of any kind (including but not limited to attorney's fees and cost of litigation), whether known or unknown, arising from or relating to a) Client's breach of this Agreement; and/or b) any misconduct, fault, or omission by Client. This provision shall apply and extend to Client's parent company, board of directors, subsidiaries, affiliates, successors and assigns (collectively, "Client Extended Party").b. Limitation of Liability. Except as otherwise specifically provided herein, Worca and Worca Indemnitees make no guarantees, representations, or warranties, express or implied, with respect to the Services, Project, Personnel, and/or this Agreement. To the extent any claims may be brought and is brought by Client and/or Client Extended Party against Worca or Worca Indemnitees, in no event shall Worca and/or Worca Indemnitees' maximum cumulative liability pertaining to or involving this Agreement, Services, Project, and/or Personnel exceed the amount paid by Client for Services, or Project, or applicable Work Order. The disclaimers and limitations of liability herein shall apply regardless of contrary provisions or the form of action or claim. Each provision in this Agreement providing for a limitation of liability, disclaimer or warranty or condition or exclusion of damages is severable and independent of any other provision and is to be enforced as such.11. GENERAL.a. Assignment. Neither of Parties shall transfer, assign, and/or subcontract any part or all of this Agreement without the other Party's prior written consent, except that: (a) Worca may solely transfer, assign, and subcontract any part of its obligations herein, with notice to Client, for the limited purposes of sourcing and referring Personnel for applicable Work Order covered by this Agreement and/or for any purpose where the Services or Project is located or to be performed outside of United States; and (b) either Party may solely assign this Agreement in whole or in part (or any of its rights and obligations under this Agreement or any Work Order), in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction, provided that in either scenario, the transferee, assignee, and/or subcontractor, as the case may be, shall be required to assume all obligations of the transferor, assignor, and contractor.b. Governing Law/Venue. This Agreement is governed by laws of the State of California, United States of America, excluding its conflicts of law rules. Client irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Los Angeles County, State of California, United States of America for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts.c. Notices. Notices under this Agreement are sufficient if given by nationally or internationally recognized overnight courier service, certified mail (return receipt requested), facsimile with electronic confirmation or personal delivery to the other party at the address below the party's signature line below. If no address is listed for Worca or Client, notice will be effective if given to the last known address. Notice is effective: (a) when delivered personally, (b) three business days after sending by certified mail, (c) on the business day after sending by a nationally recognized courier service, or (d) on the business day after sending by facsimile with electronic confirmation to the sender. A party may change its notice address by giving notice in accordance with this section.d. Severability. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.e. No Waiver. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.f. Cumulative Rights/Construction. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. The section headings of this Agreement are for convenience only and have no interpretive value.g. Survival. The following provisions survive termination or expiration of this Agreement: Definitions; Termination; Representations; Personnel; Confidentiality/Publicity; Proprietary Rights and General Section, including without limitation, Entire Agreement.h. Judicial Relief and Limitation of Damages. Either Parties may seek injunctive relief and/or damages against the other Party for any material breach of this Agreement, provided that Parties agree that Worca's damages recoverable by Client shall be limited in maximum extent to the amount of fees paid by Client under the applicable Work Order.i. Entire Agreement. This Agreement and the Work Orders, together with all associated exhibits and schedules, which are incorporated by this reference, and NDA, constitute the complete and final agreement of the parties pertaining to the Services and supersede the parties' prior agreements, understandings and discussions relating to the Services. No modification of this Agreement or any Work Order is binding unless it is in writing and signed by Client and Worca. This Agreement may be executed in person, by facsimile and electronic means, and in counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument. The parties may use standard business forms or other communications, but use of such forms is for convenience only and does not alter the provisions of this Agreement. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO THIS AGREEMENT (WHETHER PROFFERED VERBALLY OR IN ANY QUOTATION, INVOICE, SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES.EOR Terms of ServicePERSONNEL FOR CLIENTWorca shall provide Employer of Record Services for Personnel as follows: (1) Worca will source and refer Personnel to Client; (2) Worca shall become the employer of record with respect to those Personnel approved by Client ("Approved Personnel"); (3) Worca shall assign those Approved Personnel to provide Services under the direction and control of Client; and (4) Worca shall be responsible for administering the Approved Personnel, as more particularly described below. Worca's administrative responsibilities referenced herein include applicable payroll and compensation processing, tax deposits and filing, employment contracts and paperwork, unemployment insurances, worker's compensation insurance, human resourcing processing; and general background checks. Prior to allowing each Approved Personnel to perform under a Work Order or provide Services, Worca shall make such Approved Personnel aware of the obligations under this Agreement and Client's policies identified in the Work Order, if any. Where orientation or introduction to Client's operations, information, and related items are necessary as a part of Approved Personnel's work on Client projects, Client agrees to, at its own cost, provide such training or guidance as necessary to the Approved Personnel. Other than the individual Approved Personnel's resignation, termination for cause by Worca, or temporary absence due to medical, personal, or other legally permitted reasons, no changes or additions will be made to Approved Personnel roster except with Client's prior written approval. All Approved Personnel will be 100% allocated to the Client or perform work on full-time basis for Client in terms of such Approved Personnel's time availability under applicable labor laws. To the extent approved in a Work Order, Client will pay for Services by Personnel pursuant to the schedule on Exhibit A ("Service Fee").WORCA UNEMPLOYMENT INSURANCEEOR Services include Worca Unemployment Insurance pertaining to unemployment and related benefits. Parties agree that Worca shall be responsible for payment and coverage of any applicable termination of employment and/or unemployment insurance (and any similar or related programs or expenses mandated by law) relating to any terminated personnel.FEES / PAYMENT TERMS

Client will pay before the 15th of each calendar month for Services to be performed during that same calendar month. Worca will invoice Client on the first week of the calendar month.

Payments will be made by ACH or Wire Transfer to Worca pursuant to instructions provided by Worca.

Recruitment Terms of ServiceArticle 1 - AGREEMENTSubject to the terms and conditions of this Agreement, Client agrees to engage Recruiter's services to find candidates for employment for Client. Client will provide Recruiter with written information about potential or desired employees, including title, work responsibilities, and proposed compensation. Such information may be in the form of job descriptions, notes, emails, or letters. The information need not be appended to this Agreement.Recruiter will provide Client with names of person(s) for potential employment ("Potential Candidates") based on the specifications from the Client. Recruiter may associate and/or assign its rights and obligations herein to another party (including but not limited to Recruiter's subsidiaries or affiliates) in the performance of recruiting services.Recruiter will be responsible for pre-screening Potential Candidates (including the conduct of initial review of resumes and initial interviews as reasonable necessary) and may, at the request of Client (subject to additional fees at Client's cost, if applicable), conduct background checks, credit checks, and specialized employment tests, as needed. Client shall have the sole and final right and responsibility in the hiring and placement of any Potential Candidates and for all matters pertaining to such Potential Candidates hired by Client (including but not limited to such person(s)' training, employment authorization, compensation, and employment related rights and obligations).Article 2 - FEESClient agrees to pay Recruiter the following fees and costs (collectively, "Fees") for the presentment of Potential Candidates.See your order form for fee structure and terms.All amounts referenced in this Agreement shall be based in United States Dollar denomination.Article 3 - 90 DAY GUARANTEEWhen a Personnel voluntarily leaves or is terminated by Client pursuant within 90 (ninety) days from the starting date of hire/employment, Worca shall find an equally qualified alternative Candidate for replacement in six (6) months once. In the event a suitable replacement cannot be provided in six (6) months, Worca shall refund to Client 50% of the placement fee. The warranty shall not apply if:

the Personnel is discharged by Client following a layoff, downsizing, or reorganization of the position;
the Personnel is discharged following the Client's involvement in a sale or merger;
Client has significantly modified the Candidate's job duties or assigned him or her to another position;
Client does not give Worca the exclusive opportunity to replace the Candidate;
The Client hires/employs a replacement from any source other than Worca or the Client is no longer actively seeking to fill the position.

Unless the position(s) at issue has/have closed or Client informs Recruiter that it is no longer seeking to fill such position(s) prior to Recruiter's presentation of replacement Potential Candidates. Nothing in this paragraph relieves, mitigates, replaces, substitutes or offset the Recruitment Service Fees owed or owing for the Initial Candidate or the replacement Potential Candidate(s).Article 4 - REQUIREMENTS FOR PAYMENTPayment is due within 10 days of the candidate's employment start date with the client.Article 5 - RELATIONSHIP OF THE PARTIESRecruiter is not authorized as an agent, employee, or legal representative of Client, except for the limited agency purpose of pre-screening Potential Candidates. Client shall not have the power to control the activities and operations Recruiter and Recruiter's status at all times will continue to be that of an independent contractor to Client.Article 6 - INDEMNITYEach Party agrees to indemnify and hold the other harmless against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the recruiting services rendered under this Agreement arising out of the fault of indemnifying Party. This clause shall not be read to provide indemnification for the other Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.Client shall indemnify, defend, and hold harmless Recruiter and Recruiter's shareholders, directors, officers, managers, employees, contractors, representatives, subsidiary, affiliates, successors, and assigns (collectively “Recruiter Group”) for any and all damages, liabilities, losses, claims, demands, harms, and encumbrances arising from or pertaining to: 1) Client's business operations; 2) Client's use, employment, training, compensation, assignment, and/or workplace environment of or involving any Potential Candidates placed with or employed by Client; and/or 3) any acts or omissions of any Potential Candidates after his/her/their placement with or employment by Client.Article 7 - TERMINATIONThis Agreement may be terminated by either Party, upon notice in writing:

if the other Party commits a material breach of any term of this Agreement, and fails to cure such breach within ten (10) days of notification of such breach by the Party;
if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform; files for bankruptcy or similar relief; or substantial assets of which are assigned in trust or receivership for benefit of creditor(s);
if either Party indicates their desire to terminate, for any or no reason, and provides 30 (thirty) days' advance written notice

Upon the expiration of the term of this Agreement or earlier termination in accordance within this Agreement, Client shall timely pay all Fees owed under this Agreement for the services performed and costs incurred by Recruiter up to and including the applicable date of expiration or termination (inclusive of any cure and notice periods).Article 8 - NON-SOLICITATIONRecruiter shall not solicit any Potential Candidate presented to Client herein who has been offered employment by Client, during the term of this Agreement and for a period of one year after, unless and except where the Client withdrew the employment offer or terminated such Potential Candidate's employment with the Client.Article 9 - NO DISCRIMINATIONThe Parties shall not discriminate against any Potential Candidate with regard to race, national origin, religion, creed, age, sex, sexual preference, marital status, ancestry, pregnancy or parental status, disability, or veteran status.Article 10 - GENERAL PROVISIONS(A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.(B) ASSIGNMENT: Except as otherwise provided herein, this Agreement, or the rights granted hereunder, may not be transferred, assigned, sold, leased or otherwise transferred in whole or part by either Party without the consent of Parties. This provision shall not apply and shall prevent the transfer and assignment by a Party to its successor entity in the event of a merger, consolidation, or business purchase provided that such successor entity assumes all liabilities and obligations hereinunder of the transferring Party.(C) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.(D) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.(E) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.(F) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.(G) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.(H) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.(I) FORCE MAJEURE: Recruiter is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, pandemics, government orders, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.(J) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement or other address as that Party may from time to time notify to the other Party in accordance with this clause.Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of email).In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

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