Ideal Service Agreement

This Ideal Services Agreement, together with any other documents incorporated by reference by the Parties (“Agreement”) are entered into between Ideal US Talent Systems Worker OpCo, LLC (“Ideal”) and (“Client”) effective this (“Effective Date”). Ideal and Client are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”

• Services. In accordance with this Agreement, Ideal will provide temporary staffing services to Client (“Services”). In conjunction with the Services, Ideal will make available to Client a technology platform, including websites and mobile applications (“Software”) to connect Client with temporary workers (“Ideal Workers”) who may agree to perform the type of work (“Work or Shift”) requested by and defined by Client (each request, a “Job Request”) at Client’s location.  As part of the Services, Ideal will: (a) conduct background screens of Ideal Workers; (b) provide payment of all salaries and wages to Ideal Workers in accordance with applicable laws, rules and regulations; (c) verify Ideal Workers are legally authorized to work within the jurisdiction in which the Ideal Worker is performing Work for Client’s benefit; (d) if applicable, provide health coverage to the Ideal Worker under the Affordable Care Act’s employer mandate; (e) withhold and remit any legally required employment taxes for compensation paid to Ideal Workers; and (f) provide unemployment insurance and workers’ compensation benefits to Ideal Workers, as legally required.

• Client Obligations.
  • Client agrees that it will:
    • Be solely responsible for the day-to-day supervision and work performance of Ideal Workers, including the Ideal Worker’s compliance with Client’s business operations, products, services and intellectual property policies;
    • Be solely responsible for defining the hours worked by an Ideal Worker during a Shift, including overtime and additional hours if applicable, and paying corresponding Fees (as defined below);
    • Be solely responsible for work performance of Ideal Workers;
    • Specify the necessary skills, qualifications, training, licenses or other lawful requirements required in a Job Request and not discriminate against any Ideal Worker for any unlawful reason;
    • Ensure that all work performed by Ideal Workers is performed at the location indicated in the Job Request and maintain a safe working environment at the location in compliance with all applicable laws, rules, standards, guidance and regulations, including those governing health, safety, fair labor, and equal employment, free from discrimination and harassment;
    • Ensure Ideal Workers are provided meal and rest periods in accordance with applicable law and in any event not less than a 15-minute paid rest break for every four (4) hours worked and a 30-minute unpaid meal break for each shift over six (6) hours;
    • Exclude Ideal Workers from Client’s benefit plans, policies and practices, and not make any offer or promise relating to an Ideal Worker’s compensation or benefits;
    • Post Job Requests that comply with applicable labor and wage laws; including posting the hourly rate above the applicable minimum wage;
    • Notify Ideal of any accidents or injuries involving an Ideal Worker immediately, but no later than four (4) hours after the incident to allow Ideal to complete any necessary drug and alcohol testing as required by law.  Any written report of the accident or injury must be submitted within twenty-four (24) hours, from the time of the incident;

• Report to Ideal any violation of laws, complaints, or claims involving an Ideal Worker (“Issues”) immediately, but in no event later than forty-eight (48), or as soon as reasonably practicable, hours from the time of the incident;

• Promptly, investigate Issues in a manner consistent with Client’s policies, report the finding of such investigation, and assist Ideal with its independent or joint investigation of such Issues;
  •  Be solely responsible for compliance with any obligations it may have to a trade union or under a collective bargaining agreement and hold Ideal harmless with respect to same and provide Ideal with a copy of any such agreement; and
  • Immediately notify Ideal if an Ideal Worker is a current employee of Client or an Affiliate of Client (“Affiliate” as used herein means, with respect to any person or entity, another person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity, whether through the ownership of voting securities, by contract or otherwise).
  • Client agrees that Ideal workers will:
    • Not operate any machinery (other than office machines) or automotive equipment, except in cases where the Ideal Worker has the appropriate certification or licensure as required by law, and in such event, Client agrees to add Ideal Worker to their commercial automobile policy, applicable insurance policy and release Ideal from any liability associated with such duties;
    • Not be left unattended on premises or with cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables; and
    • Receive any necessary training, tools, equipment to carry out the Work.
• Hiring of Ideal Workers. Client may hire or engage an Ideal Worker as an employee, consultant, business associate, or in another capacity not pursuant to this Agreement (“Hired Worker”) provided Client provides Ideal with (I) written notice of such engagement and (ii) pays the applicable fee set forth in the Pricing Schedule (“Conversion Fee”). Notwithstanding the foregoing, the Conversion Fee will not be charged to Client if the payment of such a fee is prohibited by applicable law, the Ideal Worker becomes a Hired Worker as a direct result of a general advertisement or solicitation that is not specifically targeted to such Ideal Worker, or the Ideal Worker has not  performed a Shift for Client in the prior six (6) months.

• Representations and Warranties. Each Party represents and warrants that it has the authority to enter into this Agreement. Client acknowledges and agrees that Ideal cannot and does not make any representations as to the suitability or fitness of an Ideal Worker. Further, Client acknowledges and agrees that it will maintain comply with applicable laws, rules and regulations in connection with its business, including but not limited to its employment practices, as well as its use of the Services and Software and Work performed by Ideal Workers.

• Use of Software and Services.
  • License Grant. Subject to the terms of this Agreement, Ideal grants to Client a non-exclusive, non-assignable, limited and revocable right to permit Client and its Users, as defined below, access and use the Software. The license granted herein is for Client’s and/or its Affiliates, internal business use in conjunction with the Services. Client further agrees that it will not replicate, reverse engineer or otherwise attempt to derive the source code or underlying technology or methods of the Services and Software, and that it will not attempt to gain unauthorized access to the Software or related systems or networks and will not transmit any materials that contain viruses or malicious programs or files. Any rights not expressly granted herein are reserved by Ideal and Ideal’s licensors.
  • Client Account.
    • To use the Services, Client must register for and maintain at least one Software user account (“Client Account”) in the Software and assign at least one representative (“User”) to access and maintain each Client Account. Each User must be an employee, consultant, contractor, or agent who is authorized by Client to access and use the Software and Services on behalf of the Client.
    • Client agrees to maintain accurate, complete, and up-to-date information in each Client Account.
    • Client is solely responsible for the actions of each of its personnel, including Users, while using the Services; shall ensure that such Users comply with the terms of this Agreement and any Software terms of service; agrees that Client is solely responsible for all charges and Fees incurred by Users and in connection with the use of Services.
    • Client shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and its Client Accounts, as well as notify Ideal promptly of any such unauthorized access or use.
  • Network Access and Devices. Client is responsible for obtaining the data network access necessary to use the Software. Mobile network data and messaging rates and fees may apply if Software is accessed from a mobile device. Client is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Software. Ideal does not guarantee that the Software, or any portion thereof, will function on any particular hardware or device. In addition, the Software may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Ideal is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.
  • Client Data. Client will provide Ideal with the data and information necessary to perform the Services (“Client Data”). Client is solely responsible for the accuracy, completeness and content of the Client Data submitted and for any errors in and with respect to Client Data. Client will not submit Client Data that is false, misleading, inaccurate, defamatory, offensive, threatening, harassing, or submit Client Data that it does not own or have the right to use, or that violates any law, statue, code, ordinance or regulation. Client hereby irrevocably grants to Ideal, its agents, licensees, and assigns a perpetual, non-exclusive, royalty-free license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, store, copy, transmit, post, display, distribute create derivative works of, and otherwise use Client Data in any way without notice, attribution, or payment. Client may instruct Ideal to contact Client’s departing or former employees by SMS, phone and/or e-mail in order to provide them with information about Ideal’s services and to recruit them as Ideal Workers. Client is responsible for providing such departing or former employees with appropriate notice regarding the transfer of such employees’ contact information to Ideal for marketing activity by Ideal, providing such employees’ with a link to the Ideal Privacy Statement for details about Ideal’s privacy practices and how to opt out of receiving such communication; and obtaining such employees’ express consent as required by law.

• Fees. Client will pay Ideal the Fees as set forth in and in accordance with the terms of the applicable pricing schedule (“Pricing Schedule“) and applicable order form (“Order Form”).

• Confidentiality.
  • Neither Party will use or disclose Confidential Information of the other Party except as permitted in accordance with the terms of the Agreement. The receiving Party will protect the disclosing Party’s Confidential Information using the same degree of care as the receiving Party uses to protect its own similar Confidential Information, but no less than a reasonable degree of care. The foregoing obligations will not apply to any information that (i) is at the time of disclosure, or thereafter becomes, publicly available through a source other than the receiving Party; (ii) is subsequently learned from a third-party that does not impose an obligation of confidentiality on the receiving Party; (iii) was known to the receiving Party at the time of disclosure; (iv) was generated independently by the receiving Party; or (v) is required to be disclosed by law, subpoena or other legal process. In addition, Ideal may transfer Client’s Confidential Information to a governmental agency or other third-party to the extent necessary for Ideal to perform its obligations under the Agreement or where Client has authorized Ideal to do so. “Confidential Information” means any information identified by either Party as “Confidential” and/or “Proprietary”, or which, under the circumstances, ought to be treated as confidential or proprietary, including non-public information related to the disclosing Party’s business, employees, service methods, software, documentation, financial information, prices and product plans.
  • If Recipient receives a subpoena or other validly issued administrative or judicial process demanding the disclosure of Confidential Information or is otherwise required by law to disclose Confidential Information, Recipient will provide Discloser with prompt written notice of such requirement so that the Discloser may seek a protective order or other appropriate relief. If such protective order or other remedy is not obtained, or if Discloser waives compliance with the provisions of this Agreement, Recipient will furnish that portion (and only that portion) of Confidential Information that it is legally compelled or is otherwise legally required to disclose.

• Term and Termination. This Agreement shall be in effect from the date the Client signs this Agreement (the “Effective Date”) and shall continue in full force until terminated by either Party by providing no less than thirty (30) days written notice of the party’s intent to terminate. Client will not be entitled to any refunds of applicable Fees. Ideal may suspend Client’s or any User’s right to access or use any portion or all of the Services immediately, with or without notice, if: (a) Client’s or a User’s use of the Services (i) poses a security risk to the Services or any third-party, (ii) could adversely impact the Services or the use of the Services by another Ideal client, (iii) could subject Ideal, an Ideal Affiliate, or any third-party to liability, or (iv) could be fraudulent; or (b) Client is in breach, or suspected breach, of this Agreement; or (c) required by applicable law. Client remains responsible for all Fees during any period that the Services are suspended under this Section. In the event Client fails to timely make payments for all amounts invoiced by Ideal as set forth in the Pricing Schedule, Ideal can cease providing personnel and remove all Ideal Workers from the Client’s site after Ideal’s demand for payment unless Client pays all delinquent amounts in full.

• Proprietary Rights.
  • Intellectual Property Rights. Ideal and its Affiliates are and shall remain the owners of all right, title, and interest in and to the Software, including updates, enhancements, and new versions thereof, all data related to the use of the Software, and all related documentation and materials provided or available to Client in connection with this Agreement. Ideal acknowledges and agrees that Client shall own exclusively all work performed or prepared by any Ideal Worker made during the performance of a Shift
  • Publicity. Neither Party will use the name of the other Party for publicity purposes without obtaining the prior written consent of the other (not to be unreasonably withheld), provided, however, Client authorizes Ideal to use Client’s name and logo in conjunction with Ideal customer lists, marketing, and earnings and investor calls. Ideal agrees to use reasonable care to preserve the integrity and proper appearance of Client’s name and logo.
  • Feedback. Client may submit ideas, suggestions, or comments (“Feedback”) related to the Services or Ideal’s business, products or services. By submitting Feedback, Client hereby acknowledges and agrees, on behalf of itself and its employees, representatives, and users, that (a) such Feedback is provided voluntarily and Ideal may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) no Party is entitled to any money or other form of compensation, consideration, or attribution with respect to Feedback regardless of whether Ideal considered or used the Feedback in any manner, and (c) Feedback is not the confidential or proprietary information of Client or any third-party, except to the extent such Feedback incorporates Confidential Information.
  • Third-party Materials. Third-party content and technology that is licensed under separate license terms may be made available through or in connection with the Services “(“Third-Party Materials”). The applicable third-party provider of Third-Party Materials retains all ownership and intellectual property rights in and to its Third-Party Materials. Client is responsible for complying with the applicable Third-Party Terms that govern the use of all Third-Party Materials.

• Indemnification.
  • Ideal will indemnify, defend and hold Client harmless from and against any actual damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to a third-party claim that the Software infringes or misappropriates that third-party’s intellectual property rights. Ideal will have no obligations or liability arising from: (i) infringement by combinations of the Software with any other Client or third-party product, service, software, data, content or method, if the Software would not infringe without such combination; (ii) Client’s use of the Software after Ideal has notified Client to discontinue such use; (iii), modification of the Software not made by Ideal; or (iv) Client’s use of such Software in violation of the Agreement or applicable law. For any claim under this Section, Ideal will, at its option and expense, either obtain the right for Client to continue using the Software or replace or modify the same so that it becomes non-infringing. If neither of the foregoing alternatives is reasonably available, Ideal may immediately terminate its obligations (and Client’s rights) under the Agreement with regard to such Software or terminate the Agreement in its entirety without notice. The remedies provided in this Section are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services.
  • Client will indemnify, defend and hold Ideal harmless, as well as its Affiliates, and their respective directors, officers, employees, (the “Ideal Indemnified Parties”), from and against any Losses arising out of a claim by any third-party (including Ideal Worker(s)) made against any Ideal Indemnified Party relating to (i) any material breach by Client of any of its obligations, representations, or warranties herein; (ii) the gross negligence or willful misconduct of Client or its employees in the performance of its obligations hereunder; (iii) Client’s data processing activities in connection with the Agreement; (iv) a prior independent contractor relationship between Client and any Ideal Worker; (v) any claims arising from a lack of sufficient insurance coverage for Ideal Worker(s) other than as related to coverages provided by Ideal pursuant to this Agreement (vi) course(s) of action that Ideal pursues pursuant to Client’s instruction and/or direction despite Ideal having alerted Client to the risks associated with such course(s) of action; (vii) any claims advanced by any Ideal Worker(s) arising out of the acts or omissions of Client (or Client’s employees, directors or officers), including without limitation any claim related to relating to the selection, rejection, or placement of personnel and employment-related claims of discrimination, harassment, retaliation, hostile work environment, unlawful termination, failure to pay wages, or any defect in Client’s premises or equipment; (viii) any claims by an Ideal Worker’s former employer to enforce a non-compete or restrictive covenant; and/or (ix) any portion of the relationship with the Ideal Worker the Client undertakes outside of Ideal’s direction or control.
  • The obligations under this Section will apply only if the Party seeking defense or indemnity: (i) gives the other Party prompt written notice of the claim; (ii) permits the other Party to control the defense and settlement of the claim; and (iii) reasonably cooperates with the other Party (at the other Party’s expense) in the defense and settlement of the claim. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.

• Limited Warranty; Disclaimers.
  • EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND IDEAL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SATISFACTORY QUALITY, NON-INFRINGEMENT OR THAT THE SERVICES WILL BE ACCURATE, UNINTERUPTED, ERROR FREE OR FREE OF ANY HARMFUL CODE OR OTHER COMPONENTS. IDEAL MAKES NO SPECIFIC PROMISES ABOUT THE SERVICES, ANY ASSIGNMENT OR ENGAGEMENT, THE SOFTWARE OR ANY PORTION THEREOF, OR ANY IDEAL WORKER. WITHOUT LIMITING THE FOREGOING, IDEAL DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD-PARTY MATERIALS AND CLIENT BEARS ALL RISKS ASSOCIATED WITH ACCESS TO AND USE OF ANY THIRD-PARTY MATERIALS, WHICH ARE MADE AVAILABLE BY IDEAL ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND AND IDEAL IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE ACCURACY, PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES OR SOFTWARE THAT ARISE FROM OR RELATE TO ANY THIRD-PARTY MATERIALS.
  • IN NO EVENT WILL IDEAL OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, DATA, REVENUES, OR GOODWILL, BUSINESS INTRURRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IDEAL OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF IDEAL, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $1,000 United States Dollars. THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• Compliance with the Law.
  • Each Party is responsible for its own compliance with laws and other legal requirements applicable to the conduct of its business, including all applicable (i) data protection and privacy laws; (ii) anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act 1977, Canadian Corruption of Foreign Public Officials Act and the UK Bribery Act 2010 (iii) anti-money laundering laws and regulations and (iv) wage, hour, and employment laws. Without limiting the foregoing, Client represents, warrants and covenants to Ideal that Client is not a Sanctioned Person, will comply with all applicable Sanctions in connection with all activities conducted under the Agreement, will not request Services that involve a Sanctioned Person, and will not use the Services to benefit, directly or indirectly, any Sanctioned Person. The Software is provided solely for the purpose of enabling Client to receive and use the Services, and without imitation, Client will not use it, nor the Services, in any manner that would be illegal or offensive or damaging to Ideal or any third-party. Client further acknowledges and agrees that certain state specific laws (including privacy laws) may restrict or prohibit Client’s use of the Services and Client is responsible for ensuring it is complying with such requirements.
  • Ideal shall procure and maintain all licenses, permits, and registrations necessary to perform the services contemplated by this Agreement, excluding any services provided pursuant to a Shift. Client is responsible for informing Ideal of and for providing the proper licensing requirements necessary for any Shifts. Ideal will not be liable for Client’s failure to inform Ideal of or provide of the proper licenses, permits, and registrations necessary for any Shift.
• Ideal Worker Contact. Customer may provide to Ideal a list of former Client employees or independent contractors to engage as potential Ideal Workers.
• General Provisions
  • Governing Law. Without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction, the Agreement and the Parties’ rights and obligations will be governed by the laws of Minnesota. following law and subject to the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.
  • Assignment. Either Party may assign its rights and obligations under the Agreement without the consent of the other Party: (i) to an Affiliate of the assigning Party or to a partnership, limited liability company, joint venture or other similar legal entity, of which at least 50% of the equity interests are owned directly or indirectly by the assigning Party or any parent entity, but no such assignment shall release the assigning Party, and such assignee Affiliate or successor entity shall be jointly and severally liable under the Agreement; or (ii) to any successor to its business, or a substantial part thereof, whether through merger, amalgamation, consolidation, divestiture or sale, provided that the proposed successor entity is not a primary competitor of the other Party. Any other transfer or assignment of the Agreement or any rights hereunder requires the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. The Agreement shall ensure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Upon request of the non-assigning Party, any permitted assignee shall execute an agreement in writing with the other Party hereto assuming all obligations of its assignor under the Agreement.
  • Notices. All notices specific to the Client will be in writing and sent to the user account information specified in the Agreement or to the email address on file. All notices to Ideal will be sent to the contact information specified in the Agreement with an electronic copy to idealcontractmanagement@ideal.com.
  • Waiver and Remedies. A delay in enforcing any provision of the Agreement will not be construed as a waiver of the provision. A waiver of a Party’s rights will not operate as a waiver of any subsequent breach. The Parties agree that a breach or threatened breach of the Confidentiality and Compliance with Laws sections of this Agreement would give rise to irreparable harm and that actual damages may be difficult to ascertain and may be inadequate. Accordingly, in the event of a breach or threatened breach the non-breaching Party will be entitled to seek equitable relief (without any requirement to post bond), including injunctive relief or specific performance, in addition to any other remedy to which it is entitled at law or in equity. No right or remedy available to either Party is exclusive of any other right or remedy available to that Party, and the rights and remedies of each Party will be cumulative.
  • Severability. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.Force Majeure. Neither Party nor its Affiliates or contractors shall be deemed to have breached the Agreement for failure or delay in performing any term of the Agreement (except for the failure to pay) when such failure or delay results from causes beyond the reasonable control of the affected Party, including without limitation, pandemics, severe weather events, national or state emergencies, or other events beyond Ideal’s reasonable control that prevent or delay Ideal from providing the Services.
  • Independent Contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to the Agreement.
  • Affiliates and Subcontractors. Ideal may use Affiliates and subcontractors to provide Services. Ideal will remain responsible for the performance of the Services by its Affiliates and subcontractors.
  • Survival. The rights and obligations in this Agreement, which by their nature should survive, will remain in full force and effect following the termination of this Agreement.
  • Right to Inspect. Ideal reserves the right to physically inspect the Client’s work sites where Ideal Workers perform work and work processes applicable to Ideal Workers, to review and address an Ideal Worker’s performance issues, and to enforce Ideal’s employment policies relating to an Ideal Worker’s conduct at the work site.
  • Entire Agreement. This Agreement and the materials incorporated by reference herein constitutes the entire agreement between the Parties with respect to the Services and supersedes all previous and contemporaneous agreements, understandings and arrangements, whether oral or written.