Worca Employer of Record Terms of Service

Last updated November 28th, 2023
1. Definitions
Company: Worca, Inc., a Delaware corporation, with its principal place of business at 202 Bicknell Ave, Santa Monica, CA 90405, herein referred to as the "Company".

Client: The entity or individual specified in the Engagement Letter (as defined in the section below), acknowledged by their signature. This party is referred to as the "Client" throughout this Agreement.

Parties: The term "Parties" denotes collectively the "Company" and the "Client" as stipulated and defined in this Agreement. Individually, each shall be designated as a "Party" within the purview of this Agreement.

Terms of Service: This document, inclusive of all its clauses, stipulations, annexures, and addendums, herein referred to as the "Terms of Service" or "Agreement", outlines the comprehensive conditions and understandings between the Company and the Client.

Engagement Letter: The term "Engagement Letter" as used herein refers to the preliminary written agreement executed between the parties. This document delineates essential aspects of the contemplated relationship, including but not limited to, the client's legal name, principal place of business, and the designated signatory authorized to bind said client. By executing the Engagement Letter, the client expressly acknowledges and consents to be bound by the comprehensive terms and stipulations contained within this Terms of Service.

Affiliates: Within the context of this Agreement, 'Affiliates' refers to any local entities, subsidiaries, or partners legally associated with the Company. These Affiliates are instrumental in executing various aspects of the Employer of Record services within their respective jurisdictions. They ensure local compliance and facilitate essential functions such as payroll processing, adherence to employment laws, and benefits administration. The role of Affiliates is to support the seamless delivery of services under the guidance and standards set by the Company.

Employee: An individual employed by the Company or its Affiliates for the purpose of fulfilling job duties and responsibilities assigned by the Client under the provisions of this Agreement. The Company, in its role as the Employer of Record, bears full legal responsibility for these individuals, encompassing a broad range of functions such as payroll administration, benefits management, adherence to employment laws, and execution of HR policies. The term 'Employee' applies to all personnel engaged through the Company's services on behalf of the Client, irrespective of their work location or specific role within the Client's organizational structure.
2. Relationships
In providing services under this Agreement, the Company operates solely as an independent contractor in relation to the Client. It's expressly understood that this Agreement does not establish any partnership, joint venture, or employer-employee relationship between the Company and the Client.
3. Employer of Record Service
The “Employer of Record Service” embodies the Company’s commitment to managing comprehensive employment responsibilities for the Client. This service involves the Company acting as the legal employer for the Client's workforce, encompassing tasks such as employee onboarding, payroll processing, and benefits administration. It ensures compliance with relevant labor laws and tax regulations, thereby relieving the Client of the intricacies associated with direct employment. Specific details and processes related to this service will be elaborated upon in the following sections.

3.1 Employee Onboarding

The Employer of Record Service ensures a streamlined and compliant employee onboarding process, which is critical for establishing a strong foundation for the employment relationship. This process includes the following key components: Handling of Employment Contracts and Legal Documentation: The Company meticulously prepares and manages all employment-related contracts and legal documents. This includes drafting tailored employment agreements that comply with local and international labor laws, ensuring that all necessary legal and regulatory provisions are incorporated. The contracts clearly define terms of employment, such as job roles, compensation, work hours, and termination conditions.The Company also oversees the collection and management of all required legal documents from the employees. This may include identification papers, tax forms, and any other mandatory documentation as per local employment laws. Verification of Employee Eligibility and Background Checks: The Company conducts thorough verification of each employee's eligibility to work. This involves ensuring compliance with immigration laws and work permit requirements, where applicable.Comprehensive background checks are performed to validate the credentials and integrity of potential employees. This includes checks on educational background, employment history, criminal records, and any other relevant screenings as per the job requirements and local regulations.The verification process is conducted with the utmost respect for privacy and in compliance with data protection laws, ensuring that all personal information is handled securely and confidentially.

3.2 Payroll Management

Under the Employer of Record Service, the Company assumes full responsibility for the effective and compliant management of payroll for the Client's workforce. This encompasses: Calculation and Distribution of Wages: The Company will accurately calculate wages for each employee, taking into consideration hours worked, agreed-upon salaries, and any applicable overtime or bonuses. The timely distribution of these wages is ensured in accordance with the payment schedule agreed upon with the Client. Tax Withholdings and Compliance: The Company is responsible for the appropriate calculation and withholding of all applicable taxes as per local and national laws. This includes income tax, social security contributions, and any other statutory deductions. The Company guarantees compliance with all tax regulations, thereby mitigating any legal risks for the Client. Payroll Reporting and Record Keeping: The Company will maintain comprehensive payroll records for each employee and provide the Client with regular payroll reports. These reports will detail wages paid, taxes withheld, and any other relevant payroll activities, ensuring transparency and accountability in payroll management.

3.3 Benefits Administration

In the Employer of Record Service, the Company takes on the responsibility of administering and managing employee benefits for the Client's workforce. This includes: Benefits Enrollment and Management: The Company will handle the enrollment of employees in various benefits programs as per the Client's policies. This encompasses health insurance, retirement savings plans, and any other employee benefits offered by the Client. The Company ensures that all employees are properly enrolled and that their benefits are managed effectively. Liaison with Benefits Providers: The Company acts as the intermediary between the employees and benefits providers. This includes negotiating with providers, managing contracts, and resolving any issues or queries related to benefits on behalf of the employees. Compliance with Benefits Regulations: The Company ensures that all benefits programs are in compliance with relevant local and national laws. This includes adherence to regulations concerning employee benefits, insurance, and retirement plans. Benefits Reporting and Documentation: The Company maintains accurate records of all benefits provided to employees and ensures that the Client is regularly informed about the status and utilization of these benefits.

3.4 Tax Compliance

The Company assumes full responsibility for the diligent management and remittance of both employee and employer taxes, as part of the Employer of Record services. This critical function encompasses: Accurate Tax Withholding and Remittance: The Company will accurately calculate and withhold the appropriate amount of taxes from employees' salaries, including but not limited to, income tax and social security contributions. The Company also manages the employer tax obligations, ensuring that all required employer taxes are correctly calculated and remitted in a timely manner. Compliance with Tax Regulations: The Company is dedicated to maintaining full compliance with all applicable tax laws and regulations at local, national, and international levels. This commitment involves staying current with tax law changes and updating payroll processes accordingly to ensure ongoing compliance. The Company ensures that all tax filings, both for employees and the employer, are completed accurately and submitted within the required deadlines to avoid penalties and legal issues. Handling Tax Queries and Documentation: The Company serves as the primary point of contact for all tax-related inquiries from both the employees and the relevant tax authorities. This includes addressing questions, providing necessary tax documents, and resolving any issues that may arise. All tax records and documentation related to employee and employer taxes are meticulously maintained for the required legal duration, ensuring that they are readily available for audits or inspections.

3.5 Employment Law Compliance

As part of its Employer of Record services, the Company is committed to ensuring rigorous compliance with employment laws and standards, fulfilling a crucial role in safeguarding both the Client and the employees. This responsibility encompasses the following aspects: Adherence to Labor Laws and Standards: The Company maintains a thorough understanding of local labor laws and employment standards, applying this knowledge to every aspect of the employment process. This includes compliance with regulations regarding working hours, minimum wage laws, overtime, employee benefits, and workplace safety. Regular audits and reviews are conducted to ensure that all employment practices are in line with the latest legal requirements and standards. Proactive Response to Legal Changes: The Company actively monitors legal developments in employment law. This includes staying informed about changes at the local, national, and international levels that could impact the Client's workforce management. Upon identification of relevant legal changes, the Company provides timely updates and detailed guidance to the Client. This includes actionable insights on how these changes impact current employment practices and what adjustments are necessary to maintain compliance. Guidance and Support in Employment Practices: The Company offers expert advice and support to the Client in all areas of employment law. This includes assistance in drafting and revising employment policies, procedures, and employee handbooks to ensure they align with legal requirements. The Company also provides training and resources to the Client and their employees, as necessary, to foster understanding and compliance with employment law. Mitigation of Legal Risks: By ensuring that the Client’s employment practices are fully compliant with relevant laws, the Company plays a key role in mitigating legal risks. This includes reducing the potential for disputes, claims, and litigation related to employment law violations.

3.6 Employee Relations and Support

In its capacity as the Employer of Record, the Company plays a pivotal role in fostering positive employee relations and providing comprehensive support. This section outlines the key responsibilities and services provided in this area: Primary Point of Contact for Employee Inquiries: Acting as the central point for employee inquiries, the Company ensures that issues concerning payroll, benefits, and employment policies are addressed efficiently and accurately. This role is crucial in safeguarding the Client’s interests by providing clear, consistent communication and support, thus enhancing overall compliance and employee satisfaction. Conflict and Grievance Management: The Company takes an impartial and proactive approach to managing conflicts and grievances, prioritizing the Client’s legal protection while striving for fair resolutions. Through careful investigation and mediation, the Company upholds workplace harmony and compliance, mitigating potential risks and disputes that could impact the Client. Support in Navigating Workplace Challenges: The Company guides employees in understanding their roles and benefits, focusing on mitigating challenges that could affect the Client’s operations. This support is instrumental in maintaining a stable and productive work environment, ensuring the Client’s business objectives are not hindered by internal disputes or misunderstandings. Fostering a Positive Work Environment: By promoting a culture of open communication and respect, the Company plays a key role in creating a positive workplace. This not only benefits the employees but also protects the Client’s interests by fostering a conducive work environment, thereby enhancing overall business efficiency and reducing turnover.

3.7 Termination and Offboarding

The termination and offboarding process is a critical aspect of employment management, requiring careful attention to legal compliance and procedural integrity. The Company, in its role as Employer of Record, manages this process with a focus on safeguarding the Client’s interests while ensuring a dignified and respectful transition for departing employees. This section outlines the key components of our termination and offboarding services, each designed to minimize potential risks and ensure a smooth, compliant conclusion to the employment relationship. Compliant Termination Processes: The Company manages the termination process with strict adherence to local laws, ensuring the Client’s protection from legal risks associated with employee separations. This includes overseeing all legal and procedural aspects of employee terminations, providing guidance to ensure that terminations are handled fairly, respectfully, and in compliance with applicable regulations. Handling Exit Interviews, Final Payroll Processing, and Benefits Termination: The Company conducts exit interviews and manages the final payroll processing, ensuring that all financial obligations to the departing employee are met accurately and promptly. This approach minimizes potential disputes and financial discrepancies that could impact the Client. Additionally, the Company handles the termination of benefits, ensuring a smooth and compliant transition out of the organization, further protecting the Client’s interests in the offboarding process. Collection of Company Equipment: The Company is responsible for the collection of all company-provided equipment from the departing employee. This process includes a detailed inventory check and retrieval of items such as laptops, mobile devices, access cards, and other company assets. The Company ensures that this step is conducted efficiently and respectfully, minimizing any inconvenience to the departing employee while protecting the Client's assets and information security.

3.8 Record Keeping and Reporting

The Company maintains meticulous records of all employment-related activities and provides comprehensive reporting to the Client. This includes up-to-date documentation of employee records, payroll processing, tax filings, and benefits administration. Regular reports are furnished to the Client, ensuring transparency and allowing for informed decision-making. This rigorous approach to record keeping and reporting not only ensures compliance with legal standards but also provides the Client with critical insights into their workforce management.

3.9 Legal and Regulatory Updates

The Company is committed to staying abreast of the latest changes in employment laws and regulations. It proactively informs and advises the Client on any adjustments needed to maintain compliance with these evolving standards. This service is integral to protecting the Client from potential legal risks associated with regulatory changes. By providing timely updates and expert guidance, the Company ensures that the Client’s employment practices are always aligned with current legal requirements.
4. Asset Management Service
The Company extends its services to include the management of physical assets for the Client in countries where they have employees engaged through the Company. This encompasses:

Ordering and Provisioning of Assets: The Company assists in the procurement and provisioning of necessary assets such as laptops, mobile devices, and other work-related equipment. This service is tailored to meet the specific requirements of each employee, ensuring they are equipped with the tools needed for their roles.

Logistical Coordination: The Company manages the logistics of delivering these assets to employees in various locations. This includes coordinating with suppliers, handling shipping and customs where applicable, and ensuring timely and secure delivery.

Asset Tracking and Inventory Management: The Company maintains a comprehensive inventory of the assets provided to employees. This includes tracking the allocation, condition, and return of assets, ensuring that the Client’s property is effectively managed and accounted for.

Support and Maintenance: The Company also oversees the ongoing support and maintenance of these assets. This includes coordinating with vendors for repairs, replacements, or upgrades as required, ensuring that employees have functional and up-to-date equipment.
5. Collaboration and Client Responsibilities
To ensure a seamless and productive collaboration, it is imperative that both the Company and the Client commit to maintaining open lines of communication and providing prompt, proactive responses at every stage of engagement.

5.1 Client's General ObligationsAccurate and Timely Information

The Client must provide accurate and comprehensive information as required for the effective execution of EOR services. This includes, but is not limited to, employee data, job descriptions, and company policies. The Client is responsible for ensuring that all information provided is current and updated promptly when changes occur.

Adherence to Agreed Processes: The Client agrees to adhere to the established processes and procedures as defined by the Company for various EOR services, including payroll processing, employee benefits administration, and legal compliance. This includes respecting deadlines, submission formats, and procedural guidelines.

Open and Effective Communication: The Client is expected to maintain open and effective lines of communication with the Company. This includes promptly addressing inquiries, requests for information, and feedback from the Company, as well as actively participating in any necessary meetings or discussions.

Collaboration in Problem-Solving: In instances where issues or challenges arise, the Client is expected to collaborate actively with the Company in problem-solving. This involves providing relevant context, participating in discussions to find solutions, and implementing agreed-upon corrective actions.

Prompt Financial Transactions: The Client is responsible for fulfilling all financial obligations promptly. This includes timely payments for EOR services rendered, handling reimbursements, and any other agreed-upon financial transactions related to the employment of their workforce.

Compliance with Legal and Regulatory Requirements: The Client must comply with all relevant legal and regulatory requirements related to their operations and employees. This includes cooperating with the Company to ensure that employment practices are in line with legal standards.

Respect for Employment Policies: The Client agrees to respect and adhere to the employment policies and standards as administered by the Company, ensuring that their interactions and directives to employees align with these policies.

5.2 Onboarding a New Employee

The Client is required to provide detailed information about new employees, such as job description, salary details, and start date, at least 3 working days in advance of the expected start date. This is done by completing the employee onboarding form with accurate and comprehensive data to ensure a smooth onboarding process.In addition to providing necessary details for new employee onboarding, the Client should be aware that the Company will prepare and provide offer letters or employment agreements that are fully compliant with local labor laws. These documents are crafted to meet the legal requirements of the employee's work location and to protect both the employee and the Client. While the Company retains the right to request modifications to these documents to better align with specific job roles or company policies, such modifications should not be frequent. It is imperative that any changes uphold the integrity of legal compliance. The Client's understanding and cooperation in this regard are essential to maintain legal and operational efficiency during the onboarding process.

5.3 Terminating an Employee

The Client must provide at least 5 working days' notice to the Company for employee terminations, ideally informing the Company as early as possible about any potential termination events. The notice should detail the reasons for termination and the last working day. Additionally, the Client understands that they are responsible for adhering to local labor laws regarding terminations, including the costs associated with termination such as payment for unused Paid Time Off (PTO), severance pays, and any other legally mandated entitlements. This ensures that all termination processes are carried out in compliance with applicable regulations and with full transparency regarding financial obligations.

5.4 Updating Employee Information

The Client is obligated to promptly update the Company on any changes in an employee's job role, salary, personal details, or any other significant employment-related changes. This information should be provided as soon as possible, but no later than 3 working days from when the change takes effect. The Client is required to use the designated employee information update form to ensure that all data is accurate and comprehensive, allowing for efficient management and record-keeping. Timely updates are crucial for maintaining accurate payroll processing and compliance with employment laws.In addition to the above responsibilities, it is important for the Client to understand that any requests for updating an employee's salary will take effect in the subsequent payroll cycle. Changes to salaries made within the current payroll cycle are typically not feasible due to processing timelines and the need for accurate payroll administration. Therefore, the Client should plan and communicate any salary adjustments with sufficient lead time to ensure they are reflected accurately in the next payroll period. This foresight and planning are essential for seamless payroll management and to avoid any complications or misunderstandings with employee compensation.

5.5 Handling Employee Grievances

When an employee grievance arises, the Client plays a crucial role in the resolution process. The Client is expected to promptly inform the Company of the grievance and provide all relevant details, including the nature of the grievance, the employees involved, and any initial steps taken or information gathered. The Client should collaborate actively with the Company in investigating the grievance, adhering to a predefined grievance handling procedure that respects both legal requirements and the rights of the employees involved. This collaborative approach ensures that grievances are resolved effectively and equitably, maintaining a positive work environment and upholding compliance with employment laws.

5.6 Reporting Workplace Incidents

The Client is responsible for promptly reporting any workplace incidents or accidents to the Company. This includes incidents related to employee health and safety, security breaches, or any other significant events that could impact employee well-being or company operations. The Client should provide a comprehensive incident report as soon as possible, ideally within 24 hours of the occurrence. This report should include details about the nature of the incident, the employees involved, any immediate actions taken, and potential implications. The Client's timely and detailed reporting is crucial for the Company to take appropriate actions, whether it's providing support, conducting further investigations, or ensuring compliance with health and safety regulations. Prompt reporting also aids in mitigating risks and addressing any legal or compliance-related issues effectively.

5.7 Annual Performance Review

Conducting annual performance reviews is a critical responsibility of the Client. The Client is required to assess the performance of each employee on an annual basis, providing comprehensive feedback and evaluations. This process involves preparing and submitting performance review documents to the Company, which should include performance metrics, employee strengths and areas for improvement, and any recommendations for salary adjustments, promotions, or professional development. The Client should ensure that these reviews are conducted in a fair, objective, and timely manner, adhering to the predefined schedule agreed upon with the Company. These performance evaluations are essential not only for employee development and motivation but also for maintaining accurate employee records and aligning compensation and career progression strategies with performance outcomes.

5.8 Equipment Ordering and Management

The Client plays a crucial role in the process of equipping employees with the necessary tools and technology for their roles. When there is a need for equipment such as laptops, phones, or other work-related tools, the Client is responsible for initiating the request. This process involves providing detailed specifications of the required equipment, including brand, model, technical specifications, and any necessary software or accessories. The request should be submitted to the Company using the designated equipment order form. The Company will then handle the procurement, delivery, and setup of the equipment, ensuring that it meets the specified requirements and is delivered in a timely manner. The Client should also communicate any specific policies or guidelines related to the use and maintenance of the equipment, ensuring that employees are aware of their responsibilities regarding company assets. This collaborative approach in equipment management ensures that employees are well-equipped for their roles while adhering to the Client's operational standards and budget considerations.
6. Platform
6.1 Access and Usage

The Company will provide the Client and its Employees access to our proprietary Platform, designed to facilitate various aspects of the Employer of Record services. This Platform serves as a central hub for managing employee information, processing payroll, tracking benefits, and other HR-related functionalities.

6.2 Basic Terms of Use

Confidentiality and Security:
All users must respect the confidentiality of information accessible on the Platform and adhere to strict security protocols to prevent unauthorized access.

Accurate and Responsible Use: The Client and Employees are responsible for ensuring that all information entered into the Platform is accurate and up-to-date. Misuse or provision of false information is strictly prohibited.

Compliance with Policies: Users must comply with all usage policies and guidelines as set forth by the Company, including any updates or changes to these policies.

6.3 Client's Agreement for Platform Use

The Client agrees to perform necessary actions related to the EOR services through the Platform. This includes, but is not limited to, submitting employee information for onboarding, initiating equipment requests, reporting workplace incidents, and completing performance reviews. The Client acknowledges that efficient use of the Platform is crucial for the effective delivery of EOR services and agrees to train their personnel, as necessary, in the use of the Platform.

6.4 Support and Training

The Company will provide initial training and ongoing support to the Client and its Employees to ensure proficient use of the Platform. This support includes assistance with navigation, functionality, and troubleshooting any issues that may arise.By providing access to the Platform, the Company aims to streamline and enhance the efficiency of the EOR services. The Client's active participation and adherence to the terms of use of the Platform are essential for the successful management of their workforce through our services.
7. Fees
7.1 Employer of Record Fees

The Client shall be responsible for the payment of a fixed Management Fee for the Employer of Record services, detailed in the Engagement Letter, exclusive of VAT. The Company will notify the Client of any adjustments in fees resulting from changes in local laws, collective agreements, or regulations.

7.2 Total Cost of Employment (TCE)

The Total Cost of Employment for each Employee includes comprehensive costs covering employee salaries, bonuses, incentives, taxes, levies, and benefits (such as disability, sick leave, life insurance, pension, severance, and paid time off). These costs reflect the full financial commitment required from the Client for each Employee under the Employer of Record arrangement.

7.3 Additional Fees

Additional fees that may be incurred include:Expenses approved by the Client through the Platform or in writing, such as travel, food allowances, and equipment reimbursements.All related costs and expenses, including losses, damages, fines, penalties, settlements, and reasonable legal fees associated with Employer of Record services, except for those arising solely from the Company's violation of the Terms.Indirect taxes for which the Client is responsible (e.g., VAT, GST, consumption tax, stamp tax, or sales tax).Other fees, costs, or charges agreed upon by the Client, including but not limited to, charges for visa applications, translations, and intellectual property registrations.

7.4 Changes in Management Fees

The Company may increase the Management Fee annually. The Client will be notified at least 30 days in advance of any such increase in writing. If the Client decides to terminate all Employer of Record services within these 30 days, the increase will not apply. Any reduction in the Management Fee will take effect immediately.
8. Payment Terms
8.1 Invoices

The Client will be invoiced for Employer of Record Fees (including Total Cost of Employment and any applicable additional fees) in the month preceding the payment dates for Employees. After an Employee is paid, the Client will receive either:An additional invoice for any Employer of Record Fees not included in the original invoice, or A credit note to be applied to a subsequent invoice.Payments for invoices are due within 15 days of receipt. Invoices related to Late Fees, reserves, contractual guarantees, or other costs under these Terms that require immediate payment by the Company are due on the date specified on the invoice.

8.2 Payment Charges

To cover the Company’s costs and risks:The Client’s payment method may be subject to an additional charge, andWhere foreign exchange applies, the Company may also apply a transaction fee or margin.

8.3 Late Fees

If any Fees or amounts properly charged to the Client are not paid within 15 days of their due dates (Late Fees), the Company may charge interest on the unpaid amounts at 1.5% per month or the maximum rate permitted by law, whichever is lower.

8.4 Security Deposit

The Company may require the Client to pay a reserve or provide a standby letter of credit or other form of guarantee to provide Services. The Company may offset any Fees owed or amounts due with payments or reserves.

8.5 Service Suspension

If the Client fails to pay any reserves or Late Fees owed, the Company may immediately suspend additional Services or terminate the relevant Services and any related agreements at the Client's cost.
9. Intellectual Property Protection
9.1 Full Ownership of Intellectual Property

The Company guarantees that all Intellectual Property (IP) generated or developed by Employees under the Employer of Record services is owned by the Client. This encompasses a complete assignment of all Intellectual Property Rights associated with such works to the Client, as legally allowable, facilitated by the Company and its Affiliates.

9.2 Definition of Affiliates

'Affiliates' refers to any entities or individuals that are legally associated with the Company, including subsidiaries, partners, and any other entities involved in the delivery of Employer of Record services.

9.3 Scope of Works

The term 'Works' includes all types of creative and development output produced by Employees who are engaged by the Client. These Works, under the Employer of Record agreement, are considered the property of the Client.

9.4 Comprehensive Intellectual Property Rights

'Intellectual Property Rights' cover all categories of intellectual property, such as patents, copyrights, trademarks, designs, and trade secrets, irrespective of their registration status. The Company, through its employment agreements with Employees, ensures that all such rights, including future renewals, extensions, and moral rights, are effectively transferred to and waived in favor of the Client, to the fullest extent permitted by law.
10. Our Affiliates
10.1 Overview of Affiliates

The Company collaborates with various local entities, referred to as 'Affiliates,' to facilitate the effective delivery of Employer of Record services. These Affiliates, located in different jurisdictions, are integral to ensuring compliance with local employment laws, regulations, and practices.

10.2 Relationship with the Client

While the Affiliates play a critical role in the operational aspects of Employer of Record services, their relationship with the Client is governed and managed through the Company. The Client's primary point of contact and contractual relationship remains with the Company, ensuring a centralized and streamlined communication and management process.

10.3 Responsibilities of Affiliates

Affiliates are responsible for local compliance, including adherence to employment laws, tax regulations, and labor standards in their respective jurisdictions. They assist in the local aspects of employment, such as payroll processing, benefits administration, and legal compliance. The Company ensures that these Affiliates perform their duties in alignment with the standards and expectations set forth in the Employer of Record agreement with the Client.

10.4 Client's Interaction with Affiliates

Generally, the Client will not need to interact directly with Affiliates, as all coordination and communication are handled by the Company. However, in certain situations where direct interaction is necessary or beneficial, the Company will facilitate and oversee such engagements to ensure alignment with the service agreement.

10.5 Quality Assurance and Oversight

The Company maintains strict quality control and oversight of its Affiliates to guarantee that the services provided are consistent, compliant, and of high quality. Regular audits and reviews are conducted to uphold these standards.
11. Miscellaneous
11.1 Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal or state courts located in California. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on inconvenient forum.

11.2 Arbitration

Any disputes, controversies, or claims arising out of or in connection with this Agreement, including its validity, breach or termination, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall take place in California and shall be conducted in English. The decision of the arbitrator(s) shall be final and binding upon both parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11.3 Information Right

The Company retains the right to store and use data related to services provided under this Agreement for internal purposes. Data and specific records exchanged during this Agreement will be retained for a minimum of 5 years from the date of their creation or the date of termination of this Agreement, whichever is later, in compliance with regulatory and legal obligations.

11.4 Confidential Information

Both parties commit to safeguarding the confidentiality of all information shared during the course of this engagement. Confidential information shall not be disclosed to third parties without written consent, and the obligation to protect such information continues even after the termination of this Agreement.

11.5 Indemnification

Both parties agree to indemnify and hold each other harmless from any claims, losses, damages, liabilities, or expenses, including reasonable attorney's fees, resulting from any third-party claim due to a breach of their respective obligations, representations, or warranties under this Agreement.

11.6 Non-Solicitation

For a duration of 12 months following the termination of this Agreement, neither party shall directly or indirectly solicit, induce, recruit, or encourage any of the other party's employees or contractors to terminate their relationship with said party, nor attempt any of the foregoing, without the explicit written consent of the other party.

11.7 Force Majeure

Neither party shall be held liable for any failure or delay in fulfilling their obligations under this Agreement if such failure or delay is due to unforeseen events beyond their reasonable control, including but not limited to acts of nature, war, terrorism, civil unrest, labor strikes, or disruptions in communication or transportation.

11.8 Entire Agreement

This Agreement, in conjunction with the previously executed Engagement Letter, constitutes the complete and exclusive understanding between the parties. Together, they supersede all prior negotiations, understandings, and agreements between the parties, whether written or oral.

11.9 Amendment

Any changes or modifications to this Agreement must be in writing and signed by both parties to be valid.

11.10 Waiver

No waiver of any term or provision in this Agreement will be deemed a further or continuing waiver of such term or any other term.

11.11 Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

11.12 Survival

Provisions of this Agreement that by their nature should apply beyond the termination of the Agreement will remain in force after termination, including but not limited to clauses on Confidential Information, Indemnification, and Non-Solicitation.

11.13 Counterparts

This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[End of Agreement]