SPECIAL TERMS AND CONDITIONS
FOR LABOR PROVIDERS
July 2000
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SPECIAL TERMS FOR LABOR PROVIDERS
- Sole Employer.
Seller agrees that its employees will perform the Work at the technical direction of Buyer and in accordance with Buyer's work schedules for Buyer's own employees, as assigned by Buyer. Notwithstanding these terms, Seller agrees that it is the sole employer of its employees, and it is solely responsible for all duties arising out of the employer-employee relationship. Seller will, to the maximum extent permitted by law, indemnify and hold Buyer harmless from all loss, costs or damages arising out of the imposition by any administrative agency or court of any duties based upon any employer status conferred on Buyer by reason of the performance of this Contract. Seller will require each of its employees assigned to work at Buyer's facilities to execute a release, in form and substance satisfactory to Buyer, releasing and waiving all rights to any benefits as an employee of Buyer.
- Buyer's Property.
All materials and information prepared or developed by Seller or its employees hereunder, including, but not limited to, documents, drawings, calculations, maps, sketches, notes, reports, data, models, and samples, shall become the property of Buyer when prepared, whether delivered to Buyer or not, and shall, together with any materials furnished to Seller or its employees by Buyer hereunder, be delivered to Buyer upon request and in any event upon termination of this Contract.
- Termination of Individual Services.
Seller shall, upon request of Buyer, immediately remove from Buyer's facilities any of its employee(s) that Buyer considers in its sole discretion are:
a. not required for the performance of the Contract;
b. unsuitable, for any or no reason, for performance of the Contract.
In the event that Seller shall terminate or otherwise remove any of its employee(s) from Buyer's facilities for the reasons above or for its own reasons, Seller shall, at the same time, replace each such removed employee with another of comparable skill and ability, unless requested otherwise by Buyer.
- Immigration Requirements.
Seller represents and warrants that each of its employees are authorized to work in the United States during the entire period of performance of the Contract. Seller will provide Buyer with evidence of compliance with immigration requirements satisfactory to Buyer for each of Seller's employees prior to their entry into Buyer's facilities.
- Payroll Taxes.
Seller agrees to maintain and provide for each of its employees all lawfully required payroll and accounting systems, providing for all applicable payroll taxes and deductions as required by United States, state and local law. Seller shall solely be responsible for failure to provide for the collection or remittance of any such payroll tax or deduction, and shall defend, indemnify and hold Buyer harmless for all loss, costs and expenses (including actual attorneys fees,) and penalties and interest assessed by any governmental agency incurred by Buyer as a result of its failure to do so. Seller agrees to make available to Buyer its books and records of account for inspection and audit to verify compliance with this Paragraph 5 at all reasonable times and places.
- Personal Services.
Buyer is relying upon the personal competence of Seller's employees in providing their unique services in performance of the Contract. Accordingly, Seller may not further subcontract any performance of the Contract.
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