GENERAL TERMS & CONDITIONS
Scope of Services.
- Services. SLH will source, interview, recruit, train, evaluate, and recommend salespeople
(“Salespeople”) to fill employment positions for Client, as detailed in the Proposal and Agreement for Services between SLH and Client (referred to as the “Proposal”) to which Schedules 1-4 are incorporated by reference. (The Proposal and Schedules are collectively referred to herein as the “Agreement”; if there is any conflict between the Proposal and these Schedules, the Schedules shall control and supersede the Proposal.)”). All Salespeople will be hired as employees or independent contractors of only Client, which shall be at Client’s sole discretion.
- Term of Service. Pending receipt of any contemplated advance or upfront payment, SLH shall begin providing the Services (as definedSchedule 2) on the date upon which both Parties sign the Proposal (the “Effective Date”) and shall perform such Services in accordance with the timeline provided in the Proposal.
- Modification of Services; Change Orders. The Parties acknowledge and agree that the Services may be modified and/or expanded through any form of an agreement signed by both Parties.
- Recruiting and Training Materials. Within five (5) days of the Effective Date, Client shall provide all necessary materials for SLH to initiate and perform its services. This is including, but not limited to, approved offer letter templates (if needed), existing recruiting scripts (if any), available marketing materials related to recruiting, and all relevant sales training materials.
- Hires During Tail Period.If, within the later of (i) twelve (12) months following the initial introduction and/or disclosure of a Salesperson to Client by SLH (provided that such Salesperson was not previously introduced and/or disclosed to Client from a third-party not affiliated with SLH), or
(ii) six (6) months following the termination of the Agreement, the Salesperson is hired by Client for any position with Client (whether or not as a result of SLH re-initiating or renewing Client’s and/or such Salesperson’s interest), then all obligations of Client and SLH hereunder, including payment of the Fee under Section 2 below, shall apply to the hiring of such Salesperson.
Fees.As compensation for the Services during the Term, Client shall pay SLH pursuant to the payment schedule specified inSchedule 3. All fees payable to SLH hereunder shall be paid by wire transfer or other immediately available funds to the SLH account listed in its standard invoice or to such other account as SLH shall specify to Client in writing.
- Term; Termination.
The Agreement shall remain in effect for a period of one (1) year following the Effective Date. After the initial one-year term period, the Agreement shall automatically renew for successive six (6) month periods.
- Termination for Cause.The Parties may terminate the Agreement, at any time, for Cause. “Cause” shall be deemed to exist if one Party reasonably determines that the other Party has breached any material provision of the Agreement and the breaching Party has failed to cure such breach within fifteen (15) calendar days of written notice from the non-breaching Party of such breach. (Failure to timely pay any amounts due under the Agreement shall be deemed a material breach.) In the event of a termination for Cause as result SLH’s breach, SLH shall credit to Client any unearned portion of the deposit previously paid as outlined in Schedule 3; provided, however, such a termination for Cause shall not relieve Client of (i) its obligation to remit and pay any and all Fees then due and owing as of the date of such termination, as well as (ii) any Fee arising from a hire during the tail period provided for in Section 1.e of this Schedule.
- Termination without Cause.Either Party may terminate the Agreement for any reason and without cause upon sixty (60) days’ prior written notice. In the event of a termination without cause, the Parties shall be entitled to all rights that have accrued as of the date of the termination of the Agreement, and any unearned portions of Client’s deposit shall be deemed earned.
Confidentiality.Each Party agrees that during and after the Term it will hold in strictest confidence and will not use for any purpose unrelated to its performance of the Agreement or disclose to any third party, any Confidential Information of the other Party. The term “Confidential Information” shall mean all non-public information, whether business or technical in nature, that the other Party designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential. If either Party has any questions as to what comprises Confidential Information of the other Party, it agrees to consult with such other Party. Notwithstanding the foregoing, information will not be deemed confidential if it (a) was known to the receiving Party, and such information was acquired through proper methods, prior to its receipt from the disclosing Party, as evidenced by records of the receiving party; (b) is now or (through no act or failure on the part of the receiving Party) later becomes generally known through no breach of the Agreement by the receiving Party; (c) is supplied to the receiving Party by a third party that is free to make that disclosure without restriction; or (d) is independently developed by the receiving Party without use of or reference to any Confidential Information provided by the disclosing Party. The restrictions on disclosure imposed by this Section 4 shall not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by the receiving Party, provided that in each such case the receiving Party provides the disclosing Party with prompt written notice of such order or requirement and reasonably assists the disclosing Party in obtaining a protective order or other appropriate relief.
- Exhibits and Schedules.All exhibits and schedules (including thisSchedule 1, Schedule 2 “Work Scope”,Schedule 3 “Fee, Payment Terms and Replacement Guarantee” andSchedule 4 “Other Terms and Conditions”) attached, referenced and/or linked to the Proposal are incorporated in and made a part of the Proposal and Agreement.
- Services. Unless otherwise defined in the Proposal, “Services” shall be defined as the following services performed by SLH on Client’s behalf:
- SLH shall source, identify, screen, interview and recommend Salesperson to fill positions with Client, as listed in Paragraph 2 of this Schedule 2.
- After Salesperson’s acceptance of a verbal offer or acceptance and/or execution of a written offer letter and/or any employment agreement, to be sent by SLH on behalf of Client, SLH will provide Level 1 Certification online training to the Salesperson. Level 1 Certification is a proprietary corporate sales training program that provides knowledge of the general application of the Straight Line Sales System. [Upon issuance of the offer letter, Client (at its discretion) may perform any legally permitted background check on the Salesperson candidate. However, SLH shall not perform any formal background check.]
- Work Scope & Batches. Beginning on the Effective Date, and for the initial commitment period provided on page 1 of the Proposal, SLH is committed to sourcing the overall number of Salespeople referenced in the Proposal for Client’s intended purpose (i.e., door-to-door, remote call center. and/or other).
- First Batch. As part of that overall number of Salespeople, SLH shall source an initial First Batch of Salespeople for Client’s business/industry in the number provided on page 1 of the Proposal. (Desired hire date: As stated in Proposal.)
- Subsequent Batches. To the extent subsequent batches are contemplated in the Proposal, at Client’s option and as exercised in writing, SLH will deliver additional Salespeople to Client (“Second Batch”) pursuant to a mutually-agreed upon delivery schedule and headcount.
- If subsequent batches are not contemplated in the Proposal, any additional Salespeople desired by Client shall require an Addendum addressing the number of Salespeople, skills required, any revised pricing and any other new or modified terms.
FEE, PAYMENT TERMS
AND REPLACEMENT GUARANTEE
- Fees and Payment Terms.
Placement Fees. Client agrees to pay SLH placement fees as follows:
- Recruiting Fee. A RecruitingFee(in the amount as shown in the Payment Structure section of the Proposal) shall be paid upon execution of the Proposal, to cover sourcing, vetting, and recruiting sales talent. The Recruiting Fee shall be deemed earned for each candidate upon issuance of an offer letter.
- Training Fee.A Training Fee in the amount as shown in the Payment Structure section of the Proposal shall be paid upon the candidate’s start date with Client (or, if expressly provided, such other date as provided in the Proposal), to cover Level 1 Certification training.
- Success Fee. A Success Fee in the amount as shown in the Payment Structure section of the Proposal shall be paid upon the candidate’s start date with Client (or, if expressly provided, such other date as provided in the Proposal).
Client agrees to pay reasonable collection and attorneys’ fees, including costs, incurred by SLH in collecting amounts due from Client.
- Guarantee. To the extent provided for in the Proposal, if either (a) Client terminates the Salesperson’s employment for cause, or (b) Salesperson voluntarily resigns, within the period stated in the Proposal, SLH will provide a one-time replacement candidate for the same role (“Guarantee”). The Guarantee does not apply if the Salesperson is terminated without cause (including without limitation laid off due to downsizing, economic reasons or lack of work). The replacement Guarantee must be applied within one (1) month of Salesperson’s termination and holds no cash value.
The terms of this Guarantee are contingent upon the following:
- Payment must be received according to the terms herein stated (and in no event greater than five (5) days late); and
- Notification of Salesperson’s termination must be sent within 10 calendar days of Salesperson’s last day of employment to the SLH President or Director of Sales.
- Additional Services. Upon mutual agreement between Client and SLH, SLH may hire experienced Salespeople or any other roles for Client if requested. Such agreement shall be considered as an extension of the Agreement, subject to any different terms and conditions.
OTHER TERMS AND CONDITIONS
- Relationship of the Parties. SLH and its employees, personnel, and subcontractors performing any Services on behalf of Client under the Agreement, are independent contractors and not employees of Client. The Agreement shall not create, and shall not be construed as creating, any partnership, joint venture, agency relationship, joint employer relationship, employer-employee relationship, or any other relationship except that of independent contractors. Nothing contained in the Agreement shall cause either Client or SLH to be liable or responsible for any debt, liability, or obligation of the other Party or any third party unless such liability or responsibility is expressly assumed by the Party sought to be charged therewith.
Representations and Warranties.
- SLH hereby warrants and represents that with respect to SLH's provision of the Services, (i) SLH’s performance of the Services will not violate any proprietary rights of third parties including, without limitation, patents, copyrights or trade secrets, (ii) SLH’s provision of the Services will not violate any applicable law, rule, regulation or judicial order, or violate any contractual obligation or confidential relationship which SLH may have to or with any third party, and (iii) any information SLH may supply or utilize with respect to performing the Services will have been obtained lawfully.
- Client represents and warrants to SLH that: (i) it has the full power, capacity and authority to enter into and perform the Agreement and to make the grant of rights contained herein; (ii) the Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms; and (iii) Client’s performance of the Agreement will not violate any applicable law, rule, regulation or judicial order, or violate any contractual obligation or confidential relationship which Client may have to or with any third party.
- Work-Product.This is not a work-for-hire agreement. The copyright in all deliverables created by both Parties hereunder shall belong to each respective Party.
- Non-Discrimination.SLH is an equal opportunity employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, disability, protected veteran status, or any other characteristic protected by law. SLH and Client shall each abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. SLH and Client shall each also abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans
- Indemnification. Client hereby agrees to and does hereby indemnify, save, and holds SLH and each of their respective members, managers, shareholders, directors, officers, agents, representative, and assigns (collectively, the “SLH Indemnitees”) harmless from all damages, liabilities, costs, losses and expenses (including legal costs and reasonable outside attorneys’ fees) arising out of or connected with any claim, demand or action by a third party (including but not limited a hired salesperson) which is inconsistent with any of the obligations, warranties, representations, or covenants made by Client in the Agreement, provided that the foregoing is not a result of SLH’s gross negligence or
willful misconduct. SLH shall notify Client of any such claim, demand or action promptly after SLH has been formally advised thereof, and SLH shall have the right to participate in the defense thereof with counsel of SLH's choice.
- LIMITATIONS ON LIABILITY.EACH PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO OTHER PARTY’S DIRECT DAMAGES AND SHALL NOT EXCEED THE PLACEMENT FEE(S) PAID OR OWING TO SLH BY CLIENT FOR THE SERVICES HEREUNDER DURING ANY TWELVE (12) MONTH PERIOD. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR PUNITIVE DAMAGES, LOSS OF PROFIT, LOSS OF GOODWILL OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY UNDER THIS AGREEMENT WHETHER IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO A PARTY’S OBLIGATIONS UNDER SECTION 4 (“CONFIDENTIALITY”) AND SECTION 5 (“INDEMNIFICATION”). This section shall survive the termination of the Agreement.
- Force Majeure.Notwithstanding any other provision of the Agreement, in the event that the performance of any obligation under this agreement by any Party to the Agreement is prevented due to acts of God, any government restriction, pandemic, wars, hostilities, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, or any other cause beyond the reasonable control of any Party, then such Party shall not be responsible to the other Parties for failure or delay in performance of its obligations under the Agreement. The terms of this clause shall not exempt, but merely suspend, any Party from its duty to perform the obligations under the Agreement as soon as practicable after a force majeure condition ceases to exist. Without limiting the foregoing, the Parties agree and acknowledge that the Agreement is being entered into under the current COVID-19 pandemic and each Party shall be expected to carry out its obligations under the Agreement as reasonably as can be expected of each Party in light of the pandemic.
- Publicity. Subject to the Work-Product section of the Agreement, with the exception of additional agreements between Client and SLH, nothing hereunder expressly or by implication gives Client or its agents any right or license to the use of any of SLH’s or Jordan Belfort’s trademarks, service marks, logos, trade dress, goodwill, name, image, likeness and similar forms of intellectual property rights, whether or not registered and whether now existing or hereafter acquired.
- Notice. All notices or other communications which may be or are required to be given to any other party pursuant to the Agreement will be given to the address set forth in the signature block hereto (or such other address as is directed in writing as the notice address), as follows: by hand delivery (including by courier), recognized overnight delivery service, postage prepaid U.S. Mail (registered or certified mail with confirmation of delivery) or through electronic mail firstname.lastname@example.org. Notice will be deemed to be given on the date such communication is actually received.
- Governing Law. Notwithstanding the place where the Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions of the Agreement and the rights and liabilities of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida (other than its choice of law rules). Any action to interpret or enforce the Agreement shall be solely brought in Florida. To the extent permitted by law, the parties agree that the sole venue for such action shall be Hillsborough County, Florida. The parties each consent to the jurisdiction of Florida courts.
- Binding Arbitration. Any dispute arising under or pursuant to or affecting the subject matter of the Agreement will be submitted for resolution to a mediation firm in Hillsborough County, Florida. The parties will retain the right to a private trial by jury before an employee of such mediation firm. Such employee must be a former judge of any court of Florida. Such right to trial by jury will apply only to the extent such right would apply absent this Section. Discovery and other procedural matters will be governed as though the proceeding were an arbitration. The purpose of this Section is to provide a mechanism to resolve quickly and inexpensively all disputes that may arise under the Agreement. Any judgment upon the award may be confirmed and entered in any court having jurisdiction thereof. The arbitrator(s) will be required, in all determinations, to apply Florida law. Further, the arbitrator(s) are afforded the jurisdiction to provide and order all provisional remedies, including, without limitation, injunctive relief, writs for recovery or possession or such similar relief as may be necessary to protect the interests of either of the parties or their property rights. In the event that it is determined that the arbitrator(s) do not have the jurisdiction to grant those remedies conferred upon them by this provision and requested by the parties, then such remedies will be reserved to a court of competent jurisdiction.
The parties to the arbitration will divide evenly between themselves all reasonably anticipated fees and other expenses associated with such arbitration, before submitting any such matter to arbitration, and each will make any and all reasonably anticipated payments in equal proportion to the other party, before submitting any such matter to arbitration. The parties stipulate that the mediation employee may be appointed as a judge pro tempore of the local court of authority in Hillsborough County, Florida if required to carry out the terms of this section.
- Successors & Assigns. The Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. Notwithstanding the foregoing, either Party may assign the Agreement to any entity with which or into which such Party may be merged or which may succeed to its assets or business, in whole or in part, in connection with any merger, acquisition, consolidation, or operation of law, upon written notice to the other Party.
- Severability.If any provision or portion of the Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
- Survival. Each term and provision of the Agreement that should by its sense and context survive any termination or expiration of the Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to the Agreement.
- Counterparts. The Proposal may be executed electronically and in two (2) or more counterparts (including via facsimile or an electronic exchange of ‘PDF’ copies of signature pages hereto), which, taken together, shall constitute one and the same original document.
- Entire Agreement; Modification. The Agreement, and any Schedule or Exhibit attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. Subject to Section 26 below, no change, modification, amendment, or addition of or to the Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties.