EFFICIENT HIRE AGREEMENT
Terms and Conditions of Use
This Agreement is entered into by EF Operating LLC and by the Subscriber of these services.
WHEREAS, Efficient has developed a secure, reliable and high performance Employee Onboarding Solution which includes servicing and hosting the service and data which enables access to the service and data at any time, from anywhere (the “Services”); Subscriber wishes to utilize the Services of Efficient.
WHEREAS, Efficient has developed a secure, reliable and high performance Work Opportunity Tax Credit (WOTC) Self Service Solution in conjunction with its Employee Onboarding Solution which includes hosting the service and data which enables access to the service and data at any time, from anywhere (the “Services”); Subscriber has an option to utilize the WOTC Self Services Solution of Efficient.
NOW, THEREFORE, in exchange for the following consideration, the sufficiency of which both parties acknowledge, and for the mutual covenants contained in this Agreement, the parties hereto agree as follows:
1. SCOPE OF UNDERTAKING; SERVICES PROVIDED BY EFFICIENT:
Efficient Onboarding Service: Efficient agrees to provide Subscriber non-exclusive electronic access to the Employee Onboarding. Efficient will provide commercially recognized data maintenance methods and security measures to limit the potential for loss and damage to Subscriber content.
Efficient WOTC Self Service: Efficient agrees to: (a) instruct and assist the Subscriber in obtaining WOTC Credits as authorized by federal law; (b) provide the Subscriber with annual WOTC credit reports outlining the total employees certified for WOTC Credits and the amounts of WOTC Credits to claim; (c) provide necessary instructions for the Subscriber to claim the Credits.
2. FEES AND SUBSCRIBER RESPONSIBILITIES:
Employee Onboarding and WOTC Service Fees: Subscriber agrees to pay Efficient annually for the license granted herein for the chosen services accessible hereunder. The initial annually Fee is authorized by the Subscriber and charged at the commencement of Services.
Subscriber Responsibilities: Subscriber is solely responsible for compliance with all applicable federal and state laws and regulations, including, but not limited to, compliance with any associated reporting obligations. Subscriber is responsible for working with its legal counsel to develop and implement any strategies (tax, legal or otherwise) in response to data, reporting forms or information developed as part of the Services, and to monitor and comply with any applicable laws, regulations and guidance (formal or informal) that affect the Services. Subscriber acknowledges that Efficient is not providing tax or legal advice and that Efficient is not responsible for determining the legal and tax status of the Subscriber. Efficient does not have authority to control and manage the operation of Subscriber’s Policies. Efficient does not assume any responsibility for the general policies, the legal compliance of the policies, or any act or omission or breach of duty by Subscriber related to their policies. In addition, Efficient does not assume any financial risk or obligation with respect to the policies. Nothing in this Agreement shall be deemed to impose upon Efficient any obligation to any employee of Subscriber. In addition, Subscriber acknowledges that Subscriber is solely responsible for the quality of the data (“Data”) provided by Subscriber.
3. TERM; TERMINATION:
This Agreement will be effective as of the date of this Agreement and will continue thereafter for a period of one year (the “Term”), and will automatically renew thereafter for successive one year periods unless terminated in advance of the annual renewal date.
4. INTELLECTUAL PROPERTY:
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Subscriber under this Agreement or prepared by or on behalf of Efficient in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Efficient. During the Term of this Agreement, Efficient hereby grants Subscriber a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Subscriber to make reasonable use of the Deliverables and the Services.
5. GENERAL PROVISIONS
Amendments. No amendment or modification hereof will be valid or binding upon the parties.
Entire Agreement. This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and neither of the parties will be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as expressly provided herein.
Law and Jurisdiction. This Agreement will be construed ,and the legal relations between the parties hereto will be determined, in accordance with the law of the State of Colorado, United States of America, without regard to its conflict of laws rules.
Relationship. The relationship established between the parties by this Agreement is that of independent contractors. Nothing in this Agreement will be construed to constitute the parties as partners, joint ventures, co-owners, franchisers or otherwise as participants in a joint or common undertaking for any purpose whatsoever.
Severability. If any provision or provisions of this Agreement will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be in any way affected or impaired thereby.
Efficient Representations and Warranties. Efficient represents and warrants that (a) it owns the Onboarding and WOTC software and marks and has the full right and power to use them to provide the Services set forth in Section 1, (b) there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions herein, (c) to Efficient’s actual knowledge, none of the software to be used to service Subscriber infringe or misappropriate any patent, trade secret, copyright, trademark or other intellectual property rights of any third party, and (d) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Efficient.
Subscriber Representations and Warranties. Subscriber represents and warrants that (a) the accuracy of all Data and other information provided to Efficient or entered into the solution is the responsibility of the Subscriber, (b) Subscriber is solely responsible for verifying the accurate completion of forms, (c) Subscriber is solely responsible for the completed forms, and (d) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Subscriber.
Disclaimers. Except as expressly set forth in Section 6 (Efficient Representations and Warranties), Efficient disclaims all other warranties, express, implied or statutory, including, but not limited to, any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose.
Indemnification. Subscriber agrees to indemnify, defend, and hold harmless Efficient and its affiliates and their employees, (each, an “Indemnified Party”) from and against all loss, resulting from, or arising out of (i) any negligence or wrongful act or omission of the Subscriber or its employees.
Limitation of Liability. In no event shall Efficient be liable to Subscriber or any third party for any consequential, incidental, special, indirect, punitive or exemplary damages of any kind, including, without limitation, loss of profit, loss of Data, savings or revenue, or the claims of third parties, whether or not advised of the possibility of such loss, however caused and on any theory of liability, arising out of or related to this Agreement. In no event shall Efficient’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise exceed the total fees payable to Efficient pursuant to this Agreement during the 12 month period preceding the act, event or occurrence which gives rise to the claim.