Worca shall provide Employer of Record Services for Personnel as follows: (1) Worca will source and refer Personnel to Client; (2) Worca shall become the employer of record with respect to those Personnel approved by Client (“Approved Personnel”); (3) Worca shall assign those Approved Personnel to provide Services under the direction and control of Client; and (4) Worca shall be responsible for administering the Approved Personnel, as more particularly described below. Worca’s administrative responsibilities referenced herein include applicable payroll and compensation processing, tax deposits and filing, employment contracts and paperwork, unemployment insurances, worker’s compensation insurance, human resourcing processing; and general background checks. Prior to allowing each Approved Personnel to perform under a Work Order or provide Services, Worca shall make such Approved Personnel aware of the obligations under this Agreement and Client’s policies identified in the Work Order, if any. Where orientation or introduction to Client’s operations, information, and related items are necessary as a part of Approved Personnel’s work on Client projects, Client agrees to, at its own cost, provide such training or guidance as necessary to the Approved Personnel. Other than the individual Approved Personnel’s resignation, termination for cause by Worca, or temporary absence due to medical, personal, or other legally permitted reasons, no changes or additions will be made to Approved Personnel roster except with Client’s prior written approval. All Approved Personnel will be 100% allocated to the Client or perform work on full-time basis for Client in terms of such Approved Personnel’s time availability under applicable labor laws. To the extent approved in a Work Order, Client will pay for Services by Personnel pursuant to the schedule on Exhibit A (“Service Fee”).

EOR Services include Worca Unemployment Insurance pertaining to unemployment and related benefits. Parties agree that Worca shall be responsible for payment and coverage of any applicable termination of employment and/or unemployment insurance (and any similar or related programs or expenses mandated by law) relating to any terminated personnel.

Client will pay before the 15th of each calendar month for Services to be performed during that same calendar month. Worca will invoice Client on the first week of the calendar month.Payments will be made by ACH or Wire Transfer to Worca pursuant to instructions provided by Worca.