LifeSci Hub

HIRING ENTITY SERVICES AGREEMENT v1.4

This Agreement for Hiring Entity Platform Services (“Agreement”) is entered into on the Effective Date of ____________, by and between  LIFESCIHUB, LLC,. a DE corporation located at 24 Pearsall Street, Babylon, NY  11702, and __________________________________________________, a ______  (State) corporation/limited liability company/partnership located at_____________________________________________, hereafter referred to as “HE”, subject to the terms and conditions herein.

1. Definitions

1.1. LifeSciHub resource marketplace platform (“Platform”)

1.2. EP:  Entity providing temporary expertise to Hiring Entities via the Platform.  (“EP”)

1.3. HE:  Entity that finds and utilizes EPs via the Platform. (“HE”)

1.4. Services:  Services are any and all project work performed by the EP for the HE under the terms of this agreement, and as described in any associated Statements of Work (“SOW”).

2. LifeSciHub Services and Responsibilities

2.1. LSH operates an online marketplace which enables users to perform tasks including but not limited to:

2.1.1. EP users to: create profiles describing their skills and expertise; search active projects related to their skills and experience; bid and propose on projects; negotiate, get hired for work and paid for work.

2.1.2. HE users to: post projects that define the scope of work and expertise required;  easily locate experts that fit project requirements; review ratings associated with the EPs; invite EPs to bid; receive and select bids and proposals from EPs; negotiate, hire and pay EPs.

2.1.3. LSH provides services to its users, both the EPs and HEs including but not limited to hosting and maintaining the site, enabling certain project activities and resolving any disputes that may arise in connection with the Platform.

2.2. HE understands that LSH is a technology Platform and not an employer of the EPs on its network.  LSH does not supervise, direct or control the EPs on the Platform. It offers no employment-related benefits, statutory or otherwise. It will not provide Worker’s Compensation Insurance or assume responsibility for withholding and payment of applicable taxes, unemployment insurance, social security, state disability and any other payroll costs typically required for employees.

2.3. LSH handles all billing for EPs and LSH fees.  LSH is not a party to the SOW between HE and EP.  However, LSH fees include LSH compensation for services provided.

2.4 LSH and EP acknowledge the EP’s relationship to HE is that of an independent contractor and EP’s delivery of Services does not imply or constitute a partnership or joint venture or employee-employer relationship. Such relationship is governed by section 4.3 and 10.1 of LSH EP Service Agreement.

3. hiring entity Responsibilities

3.1. HE agrees to interview any EP introduced via the LSH platform that HE deems acceptable for the project to determine whether such candidate meets the needs of the HE.

3.2. HE agrees not to retain either directly or through or for a third party other than LSH (except as described in section 4.6), an EP that LSH introduces to it for a one-year period ending on the last to occur of: (a) the most recent presentation by LSH of that EP to HE or (b) the completion for HE of the last engagement by that EP introduced to it by LSH, unless in either case, HE pays LSH the amount LSH would have received had HE engaged EP through LSH hereunder.

3.3. HE shall maintain a safe work environment and comply at its expense with all health and safety laws, regulations, and rules imposed by Federal, State and local authorities including but not limited to OSHA regulations and the ADA. HE represents that it has employment policies addressing and providing remedies for sexual harassment, age and other types of discrimination, violations of public policy and denial of due process which govern and have been communicated to the employees with whom the EP will be interacting, thereby affording protection to the EP.

3.4. HE shall maintain customary general liability insurance coverage and any other insurance coverage required for the business in which it operates in an amount sufficient to cover all potential liabilities anticipated by HE.

4. Payments

4.1. Payments will be based on the terms specified in the SOW.

4.2. LSH will bill HE for all EPs on a monthly basis. Billings will identify the EP and engagement, specify fees due and allowable reimbursable expenses, and provide other information reasonably necessary for the HE to identify the project.

4.3. LSH reserves the right to impose a service charge of one percent (1%) per month (12% APR) to past due accounts.

4.4. Fees paid to LSH include compensation to the EP and to LSH.  LSH fees are detailed in Exhibit 2. LSH will be responsible for payment to the EP.

4.5. Should there be a payment dispute HE agrees to only withhold the payment for the disputed amount of the invoice.

4.6. Should the project transition to permanent employment either for HE or associated third party, a fee of 25% of annual salary is payable to LSH by HE. Such fee will apply for one year after the completion of the engagement by EP or the introduction of the EP to HE by LSH, whichever is later.

5. Confidentiality

5.1. LSH may become aware of the HE’s trade secrets and other Confidential Information in the course of performing its services.  “Confidential Information” means any information or data disclosed by HE that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.

5.2. LSH agrees that it will use HE’s Confidential Information solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without HE’s prior written consent, except as otherwise permitted hereunder.  However, LSH may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case LSH will provide HE with prior written notification thereof, will provide HE with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.  Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.  LSH agrees to exercise due care in protecting HE’s Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section 5.2, the HE will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  LSH will promptly notify HE in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

5.3. HE undertsands that EP may own pre-existing materials used in the engagement, or may create or develop certain procedures, processes, systems or other similar items which may properly be the subject of certain intellectual property rights, including trade secrets, copyright or patents, claimed by EP.  It is the responsibility of the HE to reach agreement with EP prior to the commencement of the project regarding the rights of HE in any such items and the protection of HE-owned materials and information from unauthorized use or disclosure by EP. LSH at HE’s request, may facilitate the execution of any agreements requested by HE, but in no case would LSH negotiate the content therein.

5.4. HE acknowledges that any breach of Sections 5 and 6 may cause LSH irreparable harm and that the breach or threatened breach of any such provisions will entitle LSH to injunctive relief or other appropriate equitable relief without the necessity of posting a bond or other security, in addition to any other remedies, at law or in equity, that may be available.

6. Ownership of Work Product and Inventions

6.1. All Work Product other than that which is addressed by section (6.1.1.) “Exceptions”, created by EP during the course of any LifeSciHub engagement in the context of providing services for HE shall be solely owned by HE and HE shall have the unrestricted free right to use such Work Product for any and all purposes in its sole discretion.  Work Product includes all tangible and intangible property, information, inventions, materials, documents, data, deliverables, improvements and discoveries conceived, developed or created in connection with the performance of the Services, including, without limitation, all technical notes, computer models, artwork, literature, methods, processes, software programs, content and photographs.

6.1.1. Exceptions:  Exceptions to section (6.1) include any and all work product created prior to any LSH project or HE engagement, created for the purpose of being sold Commercially Off the Shelf (COTS).  However should HE purchase such products from EP, LSH fees as outlined in Exhibit C will apply.

7. Warranties and Representations

7.1. HE represents that HE is familiar with the laws and guidelines distinguishing independent contractors from employees and that this Agreement and associated SOWs is strictly independent contractor in nature.   HE indemnifies and hold harmless LSH and its agents from any liabilities, penalties, costs or losses associated with any classification of EP as an employee of HE for any purpose.

7.2. LSH hereby warrants that it will use reasonable commercial efforts to perform its own duties (but not those of HE) in a professional and workmanlike manner.  EXCEPT FOR THE PRECEDING WARRANTY, LSH DOES NOT MAKE AND HE DOES NOT RECEIVE ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. LSH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitations of Liability

8.1. IN NO EVENT WILL LSH BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR NOT, AND EVEN IF LSH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSSES OF BUSINESS AND/OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER OR FROM ANY CLAIM BY ANY OTHER THIRD PARTY.  THE LIABILITY OF LSH ARISING OUT OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO THE VALUE OF SERVICES INVOLVED IN THE CLAIM, MEASURED BY THE SERVICE CHARGE PAID OR PAYABLE THEREOF.  THIS SUBSECTION (8.1) DOES NOT APPLY TO THE INDEMNITIES CONTAINED IN SUBSECTIONS (9.1).

9. Indemnification

9.1. HE, EP,and LSH (the “Indemnifying Party” shall defend, indemnify and hold harmless the other (the “Indemnified Party”) from and against any and all losses incurred by them to the extent resulting from or arising out of or in connection with any claims made or suits brought by a third party (“Claim”) against the Indemnified Party arising out of or in connection with one of the Indemnification Parties’: (i) negligence, recklessness or willful misconduct in connection with the Services; or (ii) breach of this Agreement; provided that the foregoing obligations shall not apply to the extent that any particular Claim results from the Indemnified Party’s (A) breach of this Agreement, or (B) negligence, recklessness or willful misconduct.

9.2. In connection with the Indemnifying Parties’ indemnification obligations under this Section (9):

9.2.1. The Indemnified Party giving prompt written notice to the Indemnifying Party of any Claim under this Section; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent, and only to the extent, that the Indemnifying Party shall have been actually prejudiced as a result of such failure.

9.2.2. The Indemnifying Party having the right, but not the obligation, to assume sole control of the defense and/or settlement of the Claim.

9.2.3. At the Indemnifying Party’s request and expense, the Indemnified Party cooperating in the investigation and defense of such Claim(s).

9.2.4. If the Indemnifying Party assumes the defense of any Claim hereunder, the Indemnified Party shall be entitled to participate in such defense and to retain its own counsel, at its own expense.

9.2.5. The Indemnifying Party shall not settle or consent to an adverse judgment in any such Claim that adversely affects the rights or interests of the Indemnified Party or imposes additional obligations on the Indemnified Party, without the prior express written consent of the Indemnified Party.

10. Term and termination

10.1. This Agreement shall commence on the execution date hereof and shall continue until terminated in writing by either party.  Projects pending at the time of termination will continue to be governed by the terms of this Agreement notwithstanding its termination.

10.2. Termination of any individual project does not constitute termination of this Agreement.

10.3. This Agreement or any SOW may be terminated as follows:

10.3.1. If within 10 days after an engagement commences, HE feels for any reason that an EP is not suited for the engagement, HE may terminate the engagement by written notice to LSH and EP, effective immediately. HE is liable for the fees earned by the EP for the work actually performed.

10.3.2. Within 30 days notice of intent to terminate, for any reason.

11. disputes

11.1. In the event that either party to this agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret or enforce the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees and costs in addition to any other relief to which the prevailing party is entitled.

11.2. The parties agree to mediate any claim or dispute arising between them out of this Agreement, before resorting to arbitration or court action. Mediation fees shall be shared equally by both parties. If either party resorts to arbitration or court action without first attempting mediation, then that party shall not be entitled to recover attorney’s fees even if that party would otherwise be entitled to an award of such fees.

11.3.  Any claim or dispute arising out of this Agreement which cannot be successfully mediated, shall be decided by binding arbitration, per the Commercial Arbitration Rules of the American Arbitration Association.  There shall be no right to discovery, except as expressly permitted by AAA rules.  BOTH PARTIES UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION THEY ARE GIVING UP RIGHTS THEY MIGHT POSSESS TO HAVE THEIR CLAIMS OR DISPUTES LITIGATED IN A COURT, INCLUDING A TRIAL BY JURY.

12. General Provisions

12.1. HE acknowledges that the look and feel, as well as the functionality of the LSH Platform, is proprietary technology to LSH.  As a User of the Platform, HE further agrees to the Terms and Conditions as set forth on the Platform.

12.2. LSH reserves the right to contact both HE and EP from time to time in reference to the progress of the work.

12.3. This Agreement will be governed by the laws of the State of New York.

12.4. Notices and other communication to a party under this agreement shall be deemed given if sent to the address listed below:

12.5. Entire Agreement.  This Agreement is intended to be the sole and complete statement of obligations of the parties concerning the subject matter hereof and supersedes all prior oral and written understandings, negotiations, commitments and proposals concerning the subject matter hereof.  Any changes thereto must be made in writing and signed by an authorized representative of each party.

12.6. Any omission by LSH to enforce the terms and conditions herein shall not act as a waiver of such term or condition.  If any portion hereof is deemed unenforceable, such portion shall be severed and the remainder of this Agreement construed without such portion.

12.7. Survival:  In addition to any provision which survives termination of this Agreement in accordance with their express terms, all provisions of this Agreement which by their nature would be useful to the interpretation or the enforcement of rights and remedies under this Agreement after its termination will survive said termination.

12.8. Assignment:  HE may not assign its rights or obligations under this agreement without the written consent of LSH.  LSH may freely assign these terms.

This contract including any signatures herein is binding in any form including written, facsimile or electronic.

In witness whereof, the parties have executed this Agreement on the date set forth below:

Exhibit A:  SOW

The LifeSciHub Platform Project posted by the Hiring Entity serves as the Statement of Work.  Bidding on and accepting the Project and subsequent Projects serves as SOW acceptance(s).

SOW 1 APPENDIX 1

HE- MSA SPECIFIC REQUIREMENTS

(if applicable)

Exhibit B:  LSH Fees

LSH Fee schedule is as follows:

Exhibit C