Common use of Representations and Warranties of Subcontractor Clause in Contracts

Representations and Warranties of Subcontractor. a. Personnel are the employees of Subcontractor; Personnel are not and shall not be deemed to be, employees of OSI. Subcontractor shall be solely responsible to pay, when due, salaries, wages and other forms of compensation or reimbursement and all applicable federal, state and local withholding taxes and unemployment taxes, as well as social security, state disability insurance and all other payroll charges payable to, or on behalf of, Personnel providing services hereunder. Subcontractor shall indemnify and hold OSI and its affiliates harmless from and against, and in respect of, any and all Losses (as defined below) arising out of claims from Personnel. On or before commencement of services under any Work Schedule, Subcontractor shall deliver to OSI documentation executed by all Personnel named in each Work Schedule acknowledging the terms of and agreeing to be bound in all respects by this Agreement. b. Subcontractor represents and warrants that, in the event it is a corporate entity, it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. OSI may elect to contract with an unincorporated Subcontractor that has not been an independent business for two years or more, subject to individual review and determination by OSI. c. Subcontractor represents and warrants that it has the full power and authority to own or lease its properties and to carry on its business as it is now being conducted, and is qualified to conduct business as a foreign corporation, a foreign partnership, or sole proprietorship, subject to the limitations of this Section 5, in all jurisdictions in which the nature of the business contemplated by this Agreement requires such qualification. d. Subcontractor represents and warrants that it maintains books and records in the ordinary course of its business reflecting Subcontractor's business activities. Subcontractor's federal tax identification number is set forth on the signature page to this Agreement. The board of directors, general partner, or other authorized agent of Subcontractor has taken all actions required by applicable law, the articles of incorporation or bylaws, partnership agreement or otherwise, to authorize the transactions contemplated by this Agreement. e. Subcontractor certifies that it is fully in compliance, if applicable, with Executive Order 11246, The Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974. Subcontractor further certifies that it has maintained records sufficient to document its compliance with these requirements. Both parties agree to comply with all applicable equal employment opportunity laws, including Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, and, if applicable, the affirmative action requirements of Executive Order 11246, the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended. f. Subcontractor warrants that all services provided hereunder shall be of the highest professional standards, quality and workmanship and shall be provided using Subcontractor's and Personnel's independent skill and judgment in the means and manner that are most suitable to perform the work contemplated hereunder. Subcontractor and/or Personnel shall immediately notify OSI if it is asked to perform services it is not qualified to perform or if it is not capable of providing any of the services required hereunder. While on the site of OSI's business, Subcontractor shall, and shall cause Personnel to, abide by OSI's applicable rules and regulations at all times. g. All information provided by Subcontractor and Personnel to OSI or upon which OSI has relied, including, without limitation, resumes, interviews and references, is complete, true and correct in all material respects. There is no fact which materially and adversely affects the ability of Subcontractor and Personnel to provide the services contemplated hereunder which has not been expressly and fully set forth to OSI. h. Subcontractor shall fully comply, and shall cause Personnel to fully comply, with the employment eligibility verification and other provisions of the Immigration Reform and Control Act of 1986 and regulations promulgated thereunder, as such may be amended from time to time, and Subcontractor shall not provide to OSI any Personnel if Subcontractor knows, or has any reason to believe, that such Personnel is not authorized to perform the services required under the applicable Work Schedule in the United States. i. Subcontractor represents and warrants that Subcontractor's and Personnel's execution and delivery of this Agreement and the performance of its duties hereunder do not, and will not, breach or conflict with any obligation of Subcontractor and Personnel to a previous employer, client or other party or any obligation to keep confidential any information acquired by Subcontractor and Personnel prior to the date hereof. Subcontractor further represents and warrants that it will not, and shall cause Personnel not to, make use of any proprietary information, ideas or material of others in connection with Subcontractor's engagement by OSI.