Client Agreement

TAMG, LLC  (herein referred to as “Vendor”) and Client (collectively, the “Parties”) enter into this Agreement for staffing services. The terms of this Agreement shall continue in force until terminated in writing by one or both Parties. The Parties agree to the terms of this ‘Agreement for Staffing Services’ contract immediately upon Vendor’s receipt of Client’s oral, written, and/or transmitted confirmation to Vendor to receive staffing services requested by Client.

Standard of Care. Vendor warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards.

Events. Client will specify for Vendor the following information when Vendor is contracted for events with Client: (i) event date, (ii) event location, (iii) number and type of staff required, (iv) staff arrival time (v) and staff attire.

Payment.
(a) Unless otherwise agreed to in writing, client agrees to pay a deposit to Vendor equaling four hours of work per staff requested at the agreed upon rate at the time Vendor receives confirmation of Client’s request for staffing services. Additionally, client agrees to be billed any time overages once all applicable staff in and out times have been accumulated.

(b) If client has applied for and has been granted credit with Vendor in advance, then Client agrees to pay all invoices within thirty (30) days of the date of event. Should Client fail to pay an invoice within that time, Client hereby authorizes Vendor to assess a late payment fee of 2.7% of the total amount owed by Client to Vendor.

(c) If Client confirms a request for Vendor’s staff and subsequently completely cancels that order within 24 hours from the time of the contracted event, Client agrees to pay an early termination fee of $50 per staff ordered.

(d) If Client cancels an order for staff in advance of 24 hours before the event, Vendor will refund the full deposit of Client within seven (7) business days from the date of cancellation.

No solicitation of Vendor Staff and Placement Services.
(a) Client agrees that Vendor’s staff is critical to the continued success of Vendor’s business, and covenants not to solicit Vendor’s subcontractor staff for hire or accept solicitations from the Vendor’s subcontractor staff for any type of employment, including positions as employees, independent contractors or with a third party within six (6) months of the most recent event at which the staff member worked. Client further agrees that a breach of this section will result in irreparable harm to the Vendor for which damages are incalculable and for which no adequate remedy at law otherwise exists.

(b) Notwithstanding anything in subsection (a) above, should Client or third party entity wish to employ or contract a member of Vendor’s staff within the six (6) month period described above, Client shall pay Vendor either a ‘placement fee’ in the amount of $1,500.00 per staff member employed/contracted OR 5% of the staff person’s “to be” yearly gross earnings with Client.

Force Majeure. Notwithstanding anything to the contrary in this Agreement, if the provision of staff by Vendor is delayed for any reason beyond its control, including material or labor shortages, inclement weather, strikes, government acts, regulations or permit procedures, Acts of God or nature, or Client’s interference with services, Vendor shall not be in breach of this Agreement.

Liability. Vendor’s liability, including but not limited to Client’s claims of contributions and indemnification related to third-party claims arising out of services rendered by Vendor, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and/or for any other claim, shall be limited to the lesser of (i) what is determined payable by Vendor’s insurance provider or (ii) payment received by Vendor from Client for the particular service provided giving rise to the claim.

Construction/Arbitration/Venue.
(a) This Agreement shall be construed under and in accordance with the laws of the State of Texas. All obligations of the parties created herein are performable in Dallas County, Texas.

(b) Any and all claims, disputes and/or controversies between the Parties arising out of or related to the interpretation, performance or enforcement of this Agreement, its terms, or the relationship of one Party vis-a-vis the other (a “Dispute”), shall be resolved without the institution of litigation proceedings. Accordingly, a Dispute shall be decided by mandatory, final and binding arbitration with JAMS/Endispute in Dallas, Texas, in accordance with its short-form or expedited rules, with the proceedings presided over by a JAMS arbitrator with experience in contract disputes. The costs of arbitration shall be borne by the prevailing party thereto. The Parties acknowledge that this provision acts as a waiver of the right to a civil or criminal trial and each hereby relinquishes that right in favor of the benefits of arbitration. Venue for any action to enforce this subsection (b) shall be brought in a District or County Court at Law in Dallas County, Texas.

Miscellaneous.
(a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

(b) At Client’s request, Vendor will provide to Client proof of general liability insurance.

(c) In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(d) This Agreement constitutes the only agreement of the Parties as to the subject matter of this Agreement, and supersedes any prior understandings or written or oral agreements between such parties respecting the subject matter of this Agreement, save and except those written agreements entered into contemporaneously herewith or as are referred to herein.

(e) This Agreement may not be modified or amended except by a written instrument signed by the Parties and referring specifically to this Agreement. Any waiver of any terms or provisions of this Agreement shall not be valid or binding unless in writing signed by the Parties to this Agreement.