Kinetic Events, Inc, Client Services Agreement
Last updated April 25, 2024
This Client Services Agreement "Client Agreement") is a binding agreement between you (referred to as "Client" or "you" or your") and Kinetic Events Inc. (referred to as the "Contractor"). This agreement shall serve as a basis for a mutually agreed upon working relationship between Client and Contractor and shall serve as an ongoing agreement between the two parties. With respect to entering into a professional working relationship, the parties agree as follows:
1. Services To Be Performed. Contractor is in the business of providing temporary staff and staffing services to clients that require support for conferences, brand activations, experiences, parties and sporting events. Client wishes to engage Contractor in one or a number of these services in a one-off or ongoing basis. For every unique engagement (referred to as an “Order”), Contractor will provide a price quote for budgeting and planning purposes. Orders will have a set date(s), location, duties and hourly rate for services. Individual Orders may require an additional signature to ensure both parties are aware of the unique needs and costs associated with that specific Order.
2. Expenses And Materials. If needed, Contractor shall be responsible for all expenses associated with its core business offering as outlined in Paragraph 1 above (Services to be Performed). Client shall be responsible for providing the following items (when appropriate) and the expenses associated with them. i. Power and Internet connection; ii. Ample work space and supplies including tables and chairs, paper, pens, etc. ; iii. Technology needed to service the needs of the event; laptops, printers, mobile devices, etc.; iv. Security as needed to ensure safety of staff, equipment and money.
3. Workplace Safety. Both parties will ensure a safe and hazard free work environment for staff and comply with all applicable legislation, rules and/or regulations on the health and safety of workers and/or employees (OSHA), as well as health and safety of the public in the vicinity of the event/program/job-site/workplace. Client shall timely inform staff of required safety precautions and procedures while onsite and advise Contractor of all applicable site-specific health, safety, security and environmental requirements and procedures. Contractor has the right to review and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the job site. Contractor reserves the right to refuse service at a worksite that is deemed to be unsafe for staff.
4. Terms of Agreement. This agreement will become effective on the date when signed by both parties and will terminate on the last date of contracted services (term of service) to be performed or on the date either party terminates the Agreement as provided below.
5. Terminating The Agreement. With reasonable cause, either party may terminate this Agreement by giving written notice of termination for cause. Reasonable cause includes: i. A material violation of this Agreement, or; ii. Nonpayment of Contractor's compensation after ten (10) days of a written demand for payment. Contractor shall be entitled to full payment for Services performed prior to the effective date of termination. Either party may terminate this Agreement at any time by giving 30 days' written notice of termination. Contractor shall be entitled to full payment for Services performed prior to the date of termination.
6. Independent Contractor Status. Contractor is an independent contractor, not Client's employee. Contractor's employees or subcontractors are not Client's employees. Contractor and Client agree to the following rights consistent with an independent contractor relationship. a. Contractor has the right to perform Services for others during the term of this Agreement; b. Contractor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed; c. Contractor has the right to hire assistants as subcontractors, or to use employees to provide the Services required by this Agreement.
7. Hiring Of Employees By Client / Non Compete. During the term of service and for a period of twelve (12) months thereafter, Client hereby agrees not to directly or indirectly (other than through Contractor) employ any Employees that have been assigned by the Contractor to the Client without obtaining Contractors prior signed written consent. In the event that Client breaches this restrictive covenant, Client shall pay to Contractor an amount of $3,500.00 as a reasonable estimate of the damages that would accrue to the Contractor for each such breach by Client (liquidated damages). The parties further hereby agree that the Liquidated Damages amount is fair and reasonable and would not act as a penalty to Client. Notwithstanding any other provision of this Client Agreement, if Client terminates this Client Agreement or notifies Contractor of its intent to terminate this Client Agreement, and Client desires to hire directly onto its own payroll or engage as an independent contractor any assigned Employee then assigned to Client, Client must promptly notify Contractor in writing and pay Contractor a conversion fee of $3,500.00 for each such assigned Employee.
8. Temp to Hire Employees. During the term of service, Client may identify and hire an Employee directly for a $2,500.00 placement fee, of which the Employee will receive $500.00 as a bonus. If the Employee has worked a minimum of 360 hours for the Client at the time of hire, then the placement fee is reduced to $1,500.00, of which the Employee will receive $500.00.
9. Insurance. Contractor will obtain and maintain, at its own expense, during the term of this Agreement and for a period of one year following termination of this Agreement, a standard Commercial General Liability Policy, including the following coverages: a. Shall have a minimum coverage of $1mil per occurrence and a minimum aggregate cap of $2mil; b. Shall provide standard bodily injury, property damage, contractually assumed liabilities and product liability protection; c. Shall be issued by an insurance company with a rating of General Policyholders Rating of "A" and a Financial Rating of "VIII" or better, as set forth in the most current issue of Best's Insurance Reports; d. Shall be primary and non-contributory for Contractor’s obligations in this Agreement; e. Shall include Client as an additional insured upon written request; f. Shall waive rights of subjugation and recovery against Client, except to the extent bodily injury or property damage is due to Client’s acts or omissions.
Contractor will obtain and maintain at its own expense, during the term of this Agreement and for a period of one year following termination of this Agreement, a standard Workers’ Compensation Insurance Policy. a. Shall provide statutory workers’ compensation coverage; and b. Shall include Employer’s Liability of $1,000,000 per accident; c. Shall be issued by an insurance company with a rating of General Policyholders Rating of "A" and a Financial Rating of "VIII" or better, as set forth in the most current issue of Best's Insurance Reports; d. Shall be primary and non-contributory; and e. Such insurance shall be in a form reasonably acceptable to Client and shall require the insurer to give Client at least thirty (30) days' prior written notice of any modification or cancellation. Contractor shall require all of its subcontractors to meet the insurance requirements of this Agreement. Upon execution of this Agreement and prior to expiration of any insurance coverage, upon request from Client, Contractor shall provide a Certificate of Insurance for such policies evidencing that they comply with the foregoing requirements.
10. Local, State, And Federal Taxes. Contractor shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement.
11. Late Payment. If the payment schedule set forth in Payment Terms is not kept, Contractor reserves the right to not provide services or to withhold payments owed to Client until the bill is settled. As a reasonable estimate of the damages Contractor will sustain, and as liquidated damages and not as a penalty, Client agrees to pay Contractor an additional two percent (2%) per month interest charge on the amount owed, or the maximum rate allowable by law, whichever is greater.
12. Exclusive Agreement And Modification. This is the entire Agreement between Contractor and Client and supersedes any prior agreements or understandings. This Agreement may be modified only by a writing signed by both parties.
13. Limited Liability. THIS PROVISION ALLOCATES THE RISKS UNDER THIS AGREEMENT BETWEEN CONTRACTOR AND CLIENT. CONTRACTOR'S PRICING REFLECTS THE ALLOCATION OF RISK AND LIMITATION OF LIABILITY SPECIFIED BELOW.
Contractor is not liable for issues or occurrences beyond its control, and shall be excused for failure to perform Services of this Agreement if such Services are prevented by such issues or occurrences, including but not limited to attendee injury, credit card fraud, cash fraud, robbery, strikes, labor disputes, equipment failure or poor performance, and acts of God. Contractor's total liability to Client under this Agreement for damages, costs, and expenses shall not exceed the total compensation received by Contractor under this Agreement. However, Contractor shall remain liable for bodily injury or personal property damage resulting from negligent or willful actions or omissions of Contractor or Contractor's employees or
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
14. Indemnification. Client will defend, indemnify and hold Contractor and its affiliates, and each of its and their respective officers, directors, agents, partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) to the extent due to or arising by reason of the Client’s negligent actions or omissions or breach of this Agreement or conduct of the Event. Contractor shall provide notice to Client of any such claim, provided that the failure or delay of Contractor in providing such notice shall not limit Client's obligations hereunder. Contractor reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Paragraph, and in such case, Client agrees to cooperate with all reasonable requests in assisting Contractor’s defense of such matter.
Contractor will defend, indemnify and hold Client and its affiliates, and each of its and their respective officers, directors, agents, partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) to the extent due to or arising by reason of the Contractor’s negligent actions or omissions or breach of this Agreement or conduct of the Event. Client shall provide notice to Contractor of any such claim, provided that the failure or delay of Client in providing such notice shall not limit Contractor's obligations hereunder. Client reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Paragraph, and in such case, Contractor agrees to cooperate with all reasonable requests in assisting Client’s defense of such matter.
15. No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.
16. Dispute Resolution. If a dispute arises under this Agreement, any party may take the matter to court. Any costs and fees other than attorney’s fees associated with the case shall be shared equally by the parties.
17. Applicable Law. This Agreement shall be governed by California law. Venue shall be any state court located in the County of San Francisco, California.
18. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
19. Assignment and Delegation. Either Contractor or Client may assign its rights and may delegate its duties under this Agreement. Express written notice must be provided to the other party of any assignment or delegation. The provisions of this Agreement are binding upon and shall inure to the benefit of the parties of this Agreement, and their respective successors and assigns.
20. No Waiver. The failure of Contractor to enforce any provision of this Agreement shall not constitute a waiver by Contractor of that or any other provision.
IN WITNESS WHEREOF, the Parties certify and acknowledge that they have carefully read all of the provisions of this Agreement and that they understand and will fully and faithfully comply with such provisions, and so have executed this Agreement to be effective as of the Effective Date.