EX-10.6 12 d48455dex106.htm EX-10.6 STAFFING SERVICES AGREEMENT Harland Clarke Corp.

Engagement of Faneuil: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to engage Faneuil as an independent contractor and Faneuil accepts such engagement (the “Engagement”) commencing as of the Effective Date and agrees to provide the Services as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall request from time to time (as more specifically set forth in Exhibit A attached hereto and incorporated herein by reference) during the period this Agreement is in effect. This Agreement shall remain in full force and effect for one year from the Effective Date (the “Initial Term”). This Agreement shall automatically renew thereafter for successive one (1) year periods (each a “Renewal Term”), until terminated pursuant to Section 12. For purposes hereof, the Initial Term and any Renewal Terms shall collectively be referred to herein as the “Term.”

Duties of Faneuil/Scope of Services: Faneuil agrees to provide the Services, as described in Exhibits A and B on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. In the event any provision contained in Exhibit A or B conflicts with any terms, conditions or provisions in this Agreement, the provisions of the Staffing Agreement shall govern.

Program Requirements: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ retains the right to remove assigned Faneuil employees, performing services under this Agreement, at our own or Clients’ discretion.

Check Program

CCS Programs

Estimated assignment begin and end dates (which constantly changes)

Daily work schedule/hours

Point of contact

Hourly wage rates

Faneuil understands that due to the nature of the assignments it may not be possible to recruit for specific assignments and agrees to keep pools of potential candidates ready for projects, should the need arise. At a minimum, they will have the following number of candidates ready at any given time to start an assignment:

San Antonio ® 6-10 candidates

Salt Lake City ® 6-10 candidates

Colorado Springs ® 6-10 candidates

Long-Term CCS Projects: These are projects/programs that would allow HC to convert contractors with a total employment time of 13+ weeks to HC employees based on performance and business need.

Compensation: Faneuil’s fee, as more particularly described in Section 20 (as applicable), is payable by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ when a candidate referred by Faneuil for a specified or an alternate position is employed (if as a permanent hire) or otherwise engaged (if engaged on a temporary contract hire basis) by and commences such engagement (the “Engagement Commencement Date”) with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or an Affiliated Company as a result of Faneuil’s referrals (the “Engaged Candidate”). In the event an Engaged Candidate is presented to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ by more than one staffing agency, the staffing agency whose submission is first received for the Engaged Candidate to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have precedence with regard to compensation. It is understood that such staffing agency must be under an agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ similar in context to this Agreement.

Payment: Faneuil shall invoice ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the terms and conditions set forth in Exhibit B Section 2. Invoices shall be prepared and delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, stating the Purchase Order number on it which accurately reflects the total candidate cost for recruiting services or the temporary candidate for the engagement duration being billed, and will be payable in full within thirty (30) days of receipt of the invoice or the Engagement Commencement Date, whichever is later. Any expenses incurred by either temporary contractors or candidates for hire must be pre-approved, in writing. Reimbursement for these expenses will be invoiced from Faneuil on a monthly basis.

Independent Contractor; No agency or employment relationship or benefits: Faneuil is an independent contractor and not an agent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Faneuil shall have no authority to (1) bind ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to any contractual commitment with a third party or (2) otherwise act in any way as the representative of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ unless expressly agreed to in writing by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. This Agreement shall not give rise to any employment relationship; therefore, Engaged Candidates provided by Faneuil shall not be entitled to receive nor participate in any employment benefits and privileges customarily afforded to or conferred upon ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ employees, such as, without limitation, any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pension, bonus or profit-sharing plan(s), workers’ compensation benefits, hospital and other health, accident, dental or life insurance plan now or hereafter sponsored or maintained by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Faneuil’s Engaged Candidates shall not be considered an employee under any federal or state law definitions. Except as expressly provided elsewhere in this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall not be liable for any debts, accounts, obligations or other liabilities whatsoever

of Faneuil, including (without limitation) Faneuil’s obligation to withhold Social Security and income taxes for itself or any of its employees. Faneuil will provide benefits pursuant to Faneuil policy and will comply with any and all applicable state or federal laws.

Drug/Background/Skill Assessment Screening;

Faneuil represents that it maintains comprehensive hiring policies and procedures which include, among other things, a 5 panel drug screening conducted in a clinic or laboratory setting, or as agreed to by the parties, a credit check and a background check which includes Felony and Misdemeanor, Federal Felony and Misdemeanor, National Criminal Search File, Office of Foreign Asset Control, Social Security Verification., all to the extent permitted by law.

Background Screening Requirements shall include at a minimum:

NCS File to include search of Terrorist Watch Database.

Conduct a Social Search plus 1-9 verification

Verify a high school diploma or equivalent

Complete employment verification for at least 2 prior employers

Provide documentation confirming that all background checks (NCR, I-9 with Social Search, HS Diploma or Equivalent, Employment Verification) checks have been completed satisfactorily prior to their start date/engage date

Provide HC with a Contractor Background Screen Certification for all contractors prior to beginning their assignment

Background Screening Requirements: In the event that a contractor who is hired by Faneuil has been identified through random or scheduled audit as not meeting the background screening requirements defined in this section, Faneuil agrees to pay or reimburse ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ all management fees paid for the individual Contractor. In addition, Faneuil agrees to pay or reimburse ▇▇▇▇▇▇▇ ▇▇▇▇▇ for any and all fines assessed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Clients for the placement of an ineligible contractor.

Faneuil will use all reasonable efforts to verify statements by the candidates concerning their background and employment history. However, Faneuil cannot warrant the veracity of all information provided by candidates.

Skill Assessment Requirements: Faneuil will be required to complete call observations to gain a better understanding of the specialist role (inbound and outbound) in order to be effective at recruiting. Faneuil shall have applicant screening procedures in place that shall include, but are not limited to:

Evaluation of general knowledge and skills

Telephone screening that verifies the candidate’s overall skill sets

Personal, detailed interview with the candidate denoting, at a minimum, the ability, enthusiasm and integrity of the candidate

Bilingual testing: ALTA Oral assessment - must score at a level 9, see attached ALTA Levels – Description of Oral Performance

Skills testing: Provelt (see Provelt Skill Assessment Table); Customer Service Scenarios – 70%, Environment – 70%, Telephone Etiquette - 70% and Culture Smart Assessment Testing (CSAT)

  Check  

  Inbound  

  CCS  

  Inbound  

    Lead    

    Gen    

    Site    

    Build    

Call Center Customer Service Scenarios

Optional

2

Optional

3

Optional

1

Optional

1

Call Center Data Entry

Call Center Environment

Call Center Listening Skills

Call Center Advanced Spelling

Call Center Telephone Etiquette

Call Center Spanish English Bilingual

Call Centre French Canadian-English Bilingual

Confidentiality:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Faneuil have entered into (or are simultaneously herewith entering into) a separate confidentiality/non-disclosure agreement (the “NDA”), The parties agree that this separate NDA shall be binding upon the parties as if it were set forth in its entirety in this Agreement.

Both parties acknowledge and agree that either party could suffer immediate and irreparable harm in the event of a breach of any of the provisions of this Section or the NDA referenced in this Section 9. Accordingly, in the event of such breach or threatened breach, either party may seek injunctive or other equitable relief to enforce these provisions, in addition to any and all other remedies available to it at law or equity.

Workforce Management/Faneuil Contact Requirements: Faneuil staff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Workforce Management staff will interact at a minimum in the following areas:

Service Level Agreements:

Conversion Requirements: Faneuil agrees that it will maintain a check training class completion level of no less than 80% and a conversion rate to full time employees of no less than 60%. Training incentives do not apply to CCS training classes due to the length of training that is typically 5 days or less

If percentage retained is over 60%, no penalty assessed.

If percentage retained is between 59.9 and 55%, Faneuil will have penalty of $250 for each person it is below this percentage.

If percentage retained is between 54.9 and 50%, Faneuil will have penalty of $500 for each person it is below this percentage.

If percentage retained is between 49.9 and 45%, Faneuil will have penalty of $750 for each person it is below this percentage.

If percentage retained is between 81 and 89%, Faneuil will receive an incentive of $250 for each person it is above this percentage.

If percentage retained is over 90%, Faneuil will receive an incentive of $500 for each person it is above this percentage.

Subject to the provisions of this Agreement as elsewhere herein provided, either party may terminate this Agreement and the Services being provided hereunder, with or without cause, at any time upon sixty (60) days written notice to the other party. In the event this Agreement is terminated by either party, contractors who have already attended orientation may, at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ sole discretion, either continue at the then current management ▇▇▇▇ up rate for a period not to exceed six (6) months, or move to another staffing agency, at no cost.

If within 120 days after termination by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of any requested search for a candidate, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ makes an offer of employment to a candidate that Faneuil had previously proposed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with such search and such candidate accepts ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ offer and commences employment, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will nevertheless be obligated to pay the Direct Placement Fee provided in this Agreement in respect of such candidate. However, if the same candidate is referred for a designated job opening by one or more other staffing agency in addition to Faneuil, then only the staffing agency from whom ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ first received the candidate’s resume shall be entitled to a fee for that candidate.

Provision of Tools to Faneuil

In order to facilitate performance of the Services, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ may loan or allow Faneuil to use certain Tools (defined herein). As used in this Agreement, the term “Tools” shall mean equipment, hardware, software and related documentation, and in particular, shall include any

At any time during the Agreement or upon termination of Faneuil’s right to perform as otherwise provided for in this Agreement, or upon demand by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Faneuil agrees to the following:

Faneuil agrees to promptly deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ all Tools that may be in Faneuil’s possession or control;

Faneuil agrees to promptly delete, erase and otherwise permanently remove any and all Tools from disk media of any and all of Faneuil’s computers and peripheral devices and from bulletin boards, electronic information services or any other locations where such information may have been placed prior to such termination or demand by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;

Faneuil agrees to deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ any and all non-erasable optical WORM or CD-ROM disks containing Tools; and

Faneuil agrees to abide by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ policies and procedures regarding the control, handling and use of any Tools.

Faneuil Personnel And Facility Requirements:

Supervision for contractors

Requirements for recruiting space:

San Antonio – Recruiting for Parkway and Silicon will be done at the Parkway Center

Salt Lake – Recruiting for SLC will be done in the Salt Lake City Center

Colorado Springs – HC can provide limited cubical space for Faneuil, and meeting space for counseling when required. Recruiting shall be done off site at no expense to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Indemnification: Faneuil hereby agrees to indemnify, defend, and hold ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ harmless from and against any and all claims, demands, suits and actions, as well as any liabilities, damages, awards or expenses, including court costs and reasonable attorneys’ fees resulting therefrom, arising out of or relating to the negligent or wrongful acts or omissions of Faneuil in performance of its Services hereunder. Faneuil’s obligations under this Section 15 will survive the termination of this Agreement for any reason. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to give Faneuil prompt notice of any such claim, demand, or action following its initial awareness of same and shall, to the extent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is not adversely affected, cooperate reasonably with Faneuil, at Faneuil’s sole cost and expense, in the defense and settlement of said claim, demand or action.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS SUCH PARTY HAS ACTED IN AN INTENTIONALLY WRONGFUL OR GROSSLY NEGLIGENT MANNER.

Force Majeure: Neither party shall be liable to the other for any failure or delay caused by sabotage, acts of God, the elements, fire, hostile environment, war, rebellion, governmental intervention or civil disorder or similar events beyond their respective reasonable control (the “Force Majeure Condition”). However, the party claiming a Force Majeure Condition agrees to promptly notify the other of same and to work around any such situation as best as circumstances may allow; and, once the cause for any such failure or delay has been removed, the party claiming the Force Majeure Condition shall diligently recommence its obligations hereunder.

Modification: No provision of this Agreement, including the provisions of this section, may be modified, deleted, or amended in any manner except by an agreement in writing executed by both parties hereto. However, if any term, provision or condition of this Agreement is adjudged to be void, voidable or unenforceable, it is agreed that such term, provision or condition shall be modified to the extent reasonably necessary to make it legally binding and enforceable.

Intellectual Property Indemnification: Faneuil warrants that all intellectual property provided to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ hereunder will be original work, not previously published, and Faneuil shall, at its sole expense, indemnify, defend, and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and its agents and employees from and against any claim, action or suit against ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ brought by a third party alleging copyright or trademark infringement or violation due to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ use of the intellectual property provided hereunder by Faneuil. Faneuil shall be responsible for all costs, damages, liabilities, losses and expenses (including reasonable attorneys’ fees) incurred by or on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a result of any such claim, action or suit. The provisions of this Section 19 shall survive the termination of the Agreement.

Solicitation for Hire and Fees:

During the period this Agreement is in effect and for a period of one hundred eighty (180) days thereafter (the “Non-Solicitation Period”), Faneuil agrees that it will not, either on its own behalf or on behalf of any other person or entity, directly solicit for hire or encourage to leave the employ of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ any person who is then an employee of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. It is understood that an employee’s (a) response to any newspaper or similar media advertisement or (b) solicitation through another employment or placement agency shall not be deemed a violation of this Section. In the event of a breach of this provision by Faneuil, Faneuil shall immediately pay ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ an amount equal to 50% of the annualized salary at either the last compensation rate provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the rate offered by Faneuil, whichever is greater, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ employees hired by Faneuil as liquidated damages. The parties acknowledge and agree that the amount of liquidated damages reflected herein is an estimate based on the projected costs the non-breaching party would incur to identify, recruit, hire, and train a suitable replacement for such personnel and is not intended as a penalty.

Standard Fees. Standard Fees shall be accrued pursuant to the terms and conditions set forth in Exhibits A, B and C. Any variance from the standard fees and payment terms must be approved in writing by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ prior to the Engagement, with a copy of the approval attached to the invoice. In addition to the fees provided for in Exhibits B and C, a ▇▇▇▇ up fee for payroll services shall be calculated at 30.12% above set wage rate, subject to change in subsequent years as defined in Exhibit C. This rate shall not include the cost of any employment testing services. Payrolling services are defined as contractors supplied to Faneuil by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, where no recruiting is required. Services shall include, but are not limited to, payment to contractors and coverage for worker’s compensation.

Specialized Fees. In the event Faneuil is engaged in the search for a specialized position, the Direct Placement Fee percentage and payment terms may vary from those defined in Section 20.2, “Payment.” Any variance from the standard fees and payment terms must be approved in writing by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ prior to the initiation of the search, with a copy of the approval

attached to the invoice. If such specialized fees are not defined and agreed to in writing prior to the initiation of the search, Payment terms set forth in Section 20.2 and standard fees set forth in Section 20.2 will apply. A “specialized position” is defined as a position which includes a specialized skill set which is not readily available from a wide selection of candidates and is preapproved by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Reporting Requirements: Faneuil shall provide the following reports on request of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇:

Sourcing – Faneuil shall provide sourcing information for candidate pool.

Training & Conversion – Faneuil shall track and provide information on training completion and conversion numbers on a monthly basis.

Staffing – Faneuil shall track and provide percent of shifts filled prior to orientation date.

Turnover – Faneuil shall provide trending data in regards to turnover by location for termination reasons.

Exit Interviews – Faneuil must conduct Exit Interviews when contractors voluntarily leave their assignment and report relevant information to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Benefit: All of the terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and its successors and assigns and by Faneuil, its successors and permitted assigns. It is understood, however, that this Agreement and Faneuil’s duties hereunder are personal in nature. Accordingly, Faneuil may not assign this Agreement to any third party.

Notices: All notices or demands of any kind which either party wishes to serve upon the other may be hand-delivered personally or shall be given in writing by certified mail, postage prepaid, return receipt requested, express overnight mail, or facsimile transmission and addressed to each respective party at the address indicated below or such other place as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Faneuil may designate in writing from time to time. Serving of notice shall be deemed given as of the date of receipt or the third business day following posting, whichever occurs first.

If to Faneuil

Faneuil, Inc

Attn: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, President and CEO

▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Faneuil, Inc.

Deputy General Counsel

▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

If to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇:      

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corp.

Attn: Procurement

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Fax:▇▇▇-▇▇▇-▇▇▇▇

Headings: The underlined headings provided herein are for convenience only and shall not affect the interpretation of this Agreement.

Counterparts: This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. For purposes hereof, facsimile or electronically scanned signatures shall be deemed as originals.

Changes: All changes to this Agreement must be requested in writing 60 days prior to the requested change, and require mutual agreement in writing before such changes are implemented. Changes to this Agreement will only be incorporated into this Agreement thorough a written amendment approved by both parties.

Assignment: This Agreement and the Services to be provided hereunder are personal in nature and neither party (except as hereinafter provided) may assign their interest in this Agreement without the express written consent of the other party. Notwithstanding the foregoing, however, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ may assign this Agreement to any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Affiliated Companies or to any entity acquiring substantially all of the assets of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ provided such assignee of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees in writing to assume all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ obligations under this Agreement.

Dispute Resolution:

Internal Resolution: Each party shall use commercially reasonable efforts to resolve any disputes in good faith as soon as possible. In the event any dispute cannot be resolved to the reasonable satisfaction of each party within 15 business days after notice, the dispute shall be escalated and referred immediately in writing to a representative officer of each party. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ designates the Vice President, Procurement & Supply Management as its representative officer, and Faneuil designates                             as its representative officer. If such persons cannot resolve such dispute to their mutual satisfaction within 30 additional business days, the dispute shall be referred immediately to mediation as hereinafter provided.

Mediation: Except as expressly provided otherwise, any dispute arising out of the agreement not so resolved by good faith efforts under the above Paragraph 28.1 shall first be submitted to mediation before a single, mutually agreed upon mediator or selected from the neutral mediator rosters of an alternate dispute resolution (ADR) provider, such as the American Arbitration Association or Judicial Arbitration and Mediation Services, Inc. JAMS. . Either party may demand mediation by written notice to the other and/or by making a written request thorough an ADR provider. All mediation hearings shall be held in the county in which the Services were provided. The mediator shall be subject to the mutual approval of the parties and shall, to the fullest extent available, be trained and have expertise in the subject area of the asserted claims. Each party shall make available in a timely fashion a representative with authority to resolve the dispute. In the event that the dispute has not been resolved within sixty (60) days, the mediation shall continue if the parties mutually so desire or either party may alternatively opt out of further mediation. . The fees and expenses of the mediator and the mediation service shall be shared equally by the parties, and each party shall otherwise be responsible for the cost of its own efforts, personnel, counsel and experts in connection with such mediation. In the event such dispute is not resolved with mediation, neither party is required to pursue other alternative dispute resolution methods.

Exceptions: Notwithstanding the foregoing: (a) any claim relating to either of the parties’ Confidential Information (as defined in the NDA) or other proprietary or intellectual property shall not be determined by mediation, but only by a court located in Bexar County, Texas, to whose jurisdiction the parties hereby consent; and (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

Applicable Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to its conflict of laws principles.

Other Requirements: Faneuil may not use ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or any client’s name or logo in conjunction with this relationship, without prior written permission.

No Waiver: All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of

any other remedies. The failure of either party to act on a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches unless such waiver shall be in writing and signed by the party against whom enforcement is sought.

Non-Exclusivity: Faneuil acknowledges that this Agreement is non-exclusive and that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ retains the right to use other service providers and/or solicit candidates directly on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ own behalf. Faneuil also acknowledges that there is no guarantee of any number of contractors that will be utilized during any term of contract.

Employment Eligibility Verification: Faneuil acknowledges that, under the Immigration Reform and Control Act of 1986 (the “Act”), it is unlawful to hire, recruit or refer for a fee any unauthorized alien to work in the United States. Further, Faneuil acknowledges the Act requires those who hire, recruit or refer for a fee to verify both the identity and employment eligibility of those individuals. Accordingly, it is the responsibility of Faneuil to confirm that all candidates referred to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ by Faneuil shall be in compliance with the relevant provisions of the Act.

Audit Rights: Faneuil shall maintain complete and accurate records of all accounts pertaining to Faneuil’s performance under this Agreement in accordance with generally accepted accounting principles and in such a manner as may be regularly audited. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or an audit firm engaged by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, has the right to review and audit those records and statements, including any and all invoices, vouchers, checks, or other documents used by Faneuil in preparing any statement or invoice. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ also reserves the right to audit employment files for temporary workers as required by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. These files shall include verification of employment eligibility, verification that all required drug, credit and background checks have been completed and passed by temporary workers, a copy of the certificate of insurance, policies and procedures used to meet the hiring requirements and other documentation as required by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Clients during external audit procedures, (collectively, the “Audit Records”), during the period this Agreement remains in effect and thereafter until the later of four (4) years following the date to which such Audit Records relate or the date on which all disputes between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Faneuil are resolved. Faneuil covenants that all invoices, ▇▇▇▇▇▇▇▇, and reports rendered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as provided for in this Agreement, will reflect properly the facts about all activities and transactions with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to this Agreement and may be relied upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as being complete and accurate.