|
DocuSign Envelope ID:00D05599-14C3-451E-84B4-EDC8CADBDAFD
<br /> 13. Use of Information after Termination. Without limiting the generality of this Section, THE
<br /> PARTIES agree that after the termination or expiration of this Agreement,such PARTIES will not use the
<br /> proprietary, confidential information of the other PARTY to provide the same or similar services to any
<br /> person (unless and until such information ceases to be proprietary and confidential through no fault of the
<br /> PARTY seeking to use the same),however, nothing in this Section shall prohibit Company or its affiliates,
<br /> after termination of this Agreement, from providing a service to COMPANY similar to the services
<br /> provided by Provider hereunder as long as neither COMPANY nor its affiliates uses the proprietary,
<br /> confidential information of WorkSTEPS in so doing.
<br /> 14. Employment Decision, COMPANY acknowledges and understands that this Agreement contemplates
<br /> the functional employment testing of prospective employees and/or actual employees of COMPANY. That
<br /> COMPANY, as employer of the individuals tested have a significant role, both before and after the test,
<br /> including, but not limited to, selection of the essential functions of the applicable job, the writing of job
<br /> descriptions, if any, in communicating with the individuals to be tested in a consistent manner, in making
<br /> appropriate employment decisions based on test results and in properly processing and advising those
<br /> individuals tested.
<br /> 15.Independent Contractor.The Provider and WorkSTEPS shall operate as independent Contractors,and
<br /> the Company shall not be responsible for any of their acts or omissions. Neither the Provider nor
<br /> WorkSTEPS shall be treated as an employee with respect to the Services performed hereunder for either
<br /> federal or state tax or unemployment or workers' compensation purposes. The Provider and WorkSTEPS
<br /> understand that neither federal,state, or payroll tax of any kind shalt be withheld or paid by the Company
<br /> on behalf of the Provider or WorkSTEPS,or their employees.
<br /> 16. WorkSTEPS and Provider represents and agrees that they are qualified to perform and are fully capable
<br /> of performing and providing the services required or necessary under this Agreement in a fully competent,
<br /> professional and timely manner to the satisfaction of the Company. WorkSTEPS and Provider shall be
<br /> responsible for all its' errors or omissions, in the performance of the Agreement. WorkSTEPS and
<br /> Provider shall correct any and all its' errors, omissions, discrepancies,ambiguities, mistakes or conflicts at
<br /> no additional cost to the Company. WorkSTEPS and Provider agree that they will not sub-contract any of
<br /> the services to be provided in this Agreement,nor shall Provider assign any right or responsibility granted
<br /> or required by this Agreement,without the prior written approval of the Company
<br /> 17. Insurance. The Provider and WorkSTEPS shall obtain, at its sole expense, all insurance needed to
<br /> adequately insure itself during the performance of these services as required by the Company's Risk
<br /> Management Policy.
<br /> 18. Indemnity. The Provider and WorkSTEPS agrees, without limitation, to defend, indemnify, and hold
<br /> harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses
<br /> (including reasonable attorney's fees) arising from bodily injury, including death,to any person or persons
<br /> or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or
<br /> omission on the part of the Provider or WorkSTEPS.
<br /> 19.' Adherence to Laws. COMPANY agrees to follow state and federal employment laws, regulations
<br /> and practices including,but not limited to,appropriate procedures related to employment testing as set forth
<br /> in the Americans' With Disabilities Act and any and all applicable laws.COMPANY further acknowledges
<br /> that the Company, not the Provider or WorkSTEPS, is responsible for making employment decisions
<br /> concerning any post employment candidates' or current employees' suitability for employment or
<br /> continued employment and for making decisions concerning reasonable accommodations,
<br /> 20. North Carolina Public Records Act. Provider and WorkSTEPS acknowledge that this Agreement,
<br /> the Confidential Information and any documents, memorandum, data, reports, analyses, compilations,
<br /> records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement
<br /> may be deemed public records and subject to disclosure,in whole or in part,pursuant to the North Carolina
<br /> 4
<br />
|