Domestic Services Agreement
This Services Agreement (the “Agreement”) is entered into and effective as of the purchasing of services (the “Effective Date”), by and between Domestic Concierge LLC, a Texas Limited Liability Company (the “Company”), with its principal place of business at 800 Airport Avenue Suite 422, Burlingame, CA 94010 and the purchaser of the service (the “Client”). Company and Client are sometimes referred to herein as “Party” or “Parties.”
A. The Company is in the business of providing both lifestyle management services to individuals and on-site corporate concierges services and temporary project-based staffing solutions to corporate clients throughout the United States; and
B. The Client wishes to engage the Company to provide such services on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
1) Services. The Company will provide the Client with the range of services listed on Exhibit A attached hereto and incorporated herein by this reference (the “Services”). The scope of the Services may be changed from time to time by the Parties by executing an amended Exhibit A.
2) Compensation. In consideration of the Services provided by Company, Client agrees to compensate Company in accordance with the pricing and reimbursement schedule attached hereto as Exhibit B. Exhibit B may be changed by the Company from time to time on thirty (30) days notice to the Client. In addition, in the event the scope of the Services changes (and Exhibit A is modified accordingly), then Exhibit B will also be modified, as necessary, to reflect the changes in scope of the Services. All amounts due from the Client are payable upon receipt from invoice without set off or deduction of any kind. If the Client fails to pay any invoice in full within 5 days of receipt of invoice, the Company may charge interest on the outstanding balance at the rate of 12% per annum (or, if lower, the maximum rate permitted by law).
3) Service Commitment. The Company agrees to use its commercially reasonable efforts provide the Services in accordance with any specific schedule or completion dates agreed to by the Parties and set forth on Exhibit A; provided, however, that scheduling and completion dates are subject to change due to external events beyond either Party’s control and both Parties mutually agree to employ commercially reasonable efforts to reschedule or agree on adjusted performance dates as necessary.
4) Non-Solicitation and Placement Fee. The Company has invested substantial resources in the selection and training of its personnel (whether employees or independent contractors) and the Company’s relationships with such personnel are significant and valuable assets of the Company. The replacement of such personnel involves significant cost and expense for the Company. During the period in which Services are being provided under this Agreement and for a one year period thereafter, Client may not, directly or indirectly, (a) attempt to hire or hire any of the Company’s employees or independent contractors; (b) interfere with, impair, disrupt or damage the Company’s relationship with any of its employees or independent contractors; or (c) solicit or encourage any of the Company’s employees or independent contractors to discontinue their employment with or services to the Company. Untargeted recruiting, such as advertising and job fairs, and recruitment in response to unsolicited inquiries are not prohibited by this Section 4. In the event of any breach by the Client of this Section 4 causing the Company to lose the benefit of the services of any personnel, the Client shall pay, as liquidated damages and not as a penalty, a placement fee equal to 20% of the full compensation expense (including, cash compensation, benefits (if any), and guaranteed signing or performance bonus payments (if any) in the most recent 12 months of employment (annualized for any personnel not employed on a full 12 month basis prior to the date of breach by the Client) with respect to any personnel associated with the Client’s breach. All placement fees are due and payable within ten (10) calendar days of the date of the Client’s breach without offset or deduction of any kind.
5) Independent Contractors. From time to time, the Company may engage independent contractors to assist the Company with the provision of the Services to the Client. Company will only engage independent contractors previously approved by Client. If requested by the Client, the Company will provide each independent contractor with the Client’s standard form non-disclosure agreement and obtain the independent contractor’s signature on such agreement, before such independent contractor starts work at any of the Client’s offices.
6) Safety and Security; Independent Contractors. The Company takes the Client’s security and family and employee safety very seriously. Every Company employee and independent contractor is thoroughly screened by an independent company, ESR Check, prior to hiring. The Company also verifies employment and work history, driving record, clean criminal record, credit history, clean sexual offender registry and prior work references. The Company will not use any person for the Services if any of the above screens reveal any negative information (unless approved in writing by Client) arising from or relating to the performance of the Services by an independent contractor.
7) Release and Exculpation. The Client, on behalf of itself and its officers, directors, owners, employees, agents, heirs, successors and assigns, as applicable (collectively “Releasor”), waives Releasor’s right to recover from, and hereby forever agrees to release the Company and its officers, managers, members, owners, employees, agents, successors and assigns (hereinafter collectively referred to as “Domestic Concierge Parties”) from any and all claims, damages, losses, costs and expenses (including reasonable attorneys fees and costs) (“Claims”) arising out of or relating to this Agreement or the services provided hereunder except to the extent directly relating to, or arising directly from, Domestic Concierge’s gross negligence or willful misconduct. Except in the case of theft of, misuse of, disclosure of, or other willful misconduct by the Company relating to the Client’s confidential information or Company’s negligence or willful misconduct in connection with the hiring or supervision of its employees or independent contractors, (i) the Company’s total liability hereunder shall not exceed the aggregate amount of the fees paid for the Services and (ii) the Domestic Concierge Parties shall not be liable to the Company for any punitive, indirect, incidental, special or consequential damages, including, without limitation, loss of profits, income or business opportunities.
8) Publicity. The Company will not use the Client’s name, trademark, service mark, or logo for any purpose without the Client’s prior written consent. Neither the Client nor the Company will issue any public statements or press releases about this Agreement or the other Party without the other Party’s prior written consent. The Client will not post reviews on Yelp or any online review-based website without Company’s prior written consent.
9) Automobile Liability. To the extent any Domestic Concierge employee or agent is requested by the Client to drive the Client’s vehicle, the Client shall be responsible for any losses within the Client’s insurance deductible, should any loss occur.
10) Termination. Either Party may terminate this Agreement for any or no reason upon five (5) days prior written notice of termination, during which time the Company will continue to provide Services (unless the reason for termination is Client’s non-payment hereunder, in which case the Company may terminate this Agreement immediately with written notice) and the Client shall continue to pay the Company for its Services pursuant to this Agreement. All Sections this Agreement shall survive termination.
11) Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. The Parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California.
12) Entire Agreement. This Agreement, together with all exhibits attached hereto and incorporated by this reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of both the Client and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.
13) Independent Contractor. The Company is an independent contractor and is not an agent or employee of, and has no authority to bind, the Client by contract or otherwise. The Company (including its agents, employees, and contractors) will not be entitled to receive any vacation or illness payments or to participate in any plans, arrangements, or distributions by Client pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Client’s employees.
14) Notices. Any notices required or permitted hereunder shall be in writing and shall be delivered by overnight courier, personal delivery or first class mail (postage prepaid) to the address of a Party as set forth in the preamble hereof (or such other address as may be notified by a Party in accordance with this Section 16). Notices sent by overnight courier or personal delivery will be effective upon receipt; notices sent by first class mail will be effective three (3) business days after the postmark thereon.