Client Agreement for Staffing ServicesTrinity Event Staffing (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 by Client to receive staffing services Client has requested .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 uniform.Bookings and Payment. (a) All staff bookings are for a minimum of four hours at the agreed upon rate. Staff bookings received with less than 48 hours notice may be subject to a five dollar ($5) additional “rush order” up charge. Increased holiday rates currently apply to: Memorial weekend and day, Labor Day weekend and day, Fourth of July weekend and day, Halloween weekend and day, Thanksgiving Day, Christmas Eve, Christmas Day and New Year’s Eve.(b) Unless otherwise agreed to in writing, client agrees to pay a deposit to Vendor equaling the total number of hours of work requested for each staff requested at the agreed upon rate at the time Vendor receives confirmation of Client’s request for staffing services. Accumulated staff times will be reported to Client in an Hours Verification, which Client agrees to respond to within two business days of receipt AND then to either immediately pay for any time overages, or to have their credit card on file charged if no response to the Hours Verification is received by Vendor.(c) 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 forty-five (45) days from the date Client received the invoice, Client hereby authorizes Vendor to assess an additional late payment fee of 5% of the total amount owed by Client to Vendor for that invoice.(d) If Client confirms a request for Vendor’s staff and subsequently cancels part or all of that order within 48 hours from the time of the contracted event, Client agrees to pay an early termination fee of $60 per staff canceled. Cancellations made less than four hours before the requested arrival time of the staff member(s) will incur a cancellation charge of $120 per staff canceled.(e) If Client cancels part of all of an order for staff 48 hours or more before the event, Vendor will refund any applicable deposits for canceled positions to Client within seven (7) business days from the date of cancellation.(f) Additionally, Client agrees to only schedule, cancel, or alter an assignment for Vendor’s staff directly with Vendor; and NOT to directly schedule Vendor’s staff or cause Vendor’s staff to be scheduled, canceled, or altered in an assignment.(g) Client agrees not to discuss or disclose or cause to be discussed or disclosed the billing rates of Vendor, or pay rates of Vendor’s staff, with Vendor’s staff, Client’s employees or other third parties.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 staff for hire for any type of employment, including positions as employees, consultants or independent contractors. Client further agrees NOT to cause or allow Vendor’s staff to be solicited for employment with a third party that is hired, directed or aligned with Client, for a duration of two (2) years from client’s most recent event at which the Vendor’s staff member worked. Client also agrees not to accept solicitations from Vendor’s staff. Client further agrees that a breach of this section constitutes collusion and fraud on the part of Client and will result in irreparable harm to the Vendor for which damages are incalculable and for which no adequate remedy at law exists.(b) Notwithstanding anything in subsection (a) above, should Client or third party utilized by Client employ or contract or wish to employ or contract a member of Vendor’s staff within the two (2) year period described above, Client shall pay Vendor a ‘placement fee’ in the amount of $15,000.00 per staff member of Vendor that is to be or has been employed or contracted by Client or third party directed by, hired by or aligned 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 either (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 in Dallas, Texas, in accordance with its short-form or expedited rules, with the proceedings presided over by an arbitrator with applicable experience. The booking costs of the arbitration service shall be borne by both parties equally. 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 Court 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) 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 the portion of the Agreement which is considered to be invalid, illegal or unenforceable shall be modified to the degree necessary to make it valid, legal and enforceable.(c) 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.(d) 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.