Please read carefully and file in a safe place.
Your PSG Offshore Customer Agreement
By accepting services from PSG Offshore you agree to the terms and conditions listed in this agreement. This agreement covers important topics like responsibilities, confidentiality, fees and charges, termination, limitation of liability, restrictions on hire, and other miscellaneous topics.
| Business Engagement |
| PSG Offshore is engaged in the business of procuring skilled professionals outside of the United States and making the services of such professionals available to companies wishing to outsource personnel for permanent positions or project assignments. All professionals procured by PSG Offshore and assigned to the Client are employees of vendor partners and/or affiliates of PSG Offshore and are not employees of Client (hereinafter, all such persons assigned to Client being referred to as “Assigned Employees”); and Client desires to utilize the services offered by PSG Offshore to access Assigned Employees for the performance offshore of certain jobs or project assignments. |
| PSG Offshore Responsibilities |
PSG Offshore will directly or through one or more of its offshore vendor partners or affiliates perform the following:
- Procure offshore personnel for each position sought to be staffed by Client with an Assigned Employee;
- Administer and pay all wages and benefits to all Assigned Employees;
- Administer and remit to the appropriate taxing authorities all payroll taxes and withholdings, and maintain all worker's compensation insurance required as the employer of Assigned Employees; and
- Assure that all Assigned Employees have appropriate telecommunications equipment including computers, phone and internet access to perform their responsibilities on behalf of Client; provided that any licenses necessary to use or access any custom or proprietary software utilized by Client in the operation of its business shall be the responsibility of the Client.
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| Client Responsibilities |
Client agrees that it shall be responsible for:
- Preparing accurate job descriptions and skill level requirements for each position sought to be filled with an Assigned Employee;
- Providing and communicating all special training, work protocols, guidelines or other Client specific instructions applicable to performance of work by each Assigned Employee; and
- Assignment, control and monitoring of all passwords and access codes to proprietary and confidential data.
Client expressly acknowledges that it is responsible for the management, supervision, evaluation, accuracy and quality of all work performed by each Assigned Employee, and that Client's sole and exclusive remedy for any claim of breach of trust or that the work performed by an Assigned Employee is not satisfactory shall be to terminate this Agreement or the Assigned Employee in accordance with the procedures set forth in the paragraph titled “Termination”.
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| Confidentiality |
| PSG Offshore and Client agree that any information that is proprietary or confidential to the other shall be held in confidence and shall not be disclosed or revealed to any third party except as required to effect performance under this Agreement or as otherwise may be required by law. PSG Offshore affirms that all Assigned Employees have executed agreements evidencing their obligation not to disclose or use any confidential or proprietary information of Client. |
| Fees and Charges |
| Client agrees to remit to PSG Offshore the fee associated with each position identified on any agreed Job Order or other document. PSG Offshore reserves the right to increase the charge for a position by not more than 2.5% during each six (6) month period following the assignment's start date; any increase in excess of this 2.5% amount require written approval from the client. All fees shall be due before the first day of the month for which service is to be rendered. Client agrees that fees will not be subject to offset or reduction. |
| Termination |
| This Agreement may be terminated by either of PSG Offshore or Client upon not less than thirty (30) days advance written notice to the other. In lieu of termination of this entire Agreement, Client may elect to terminate the services of any one Assigned Employee upon not less than thirty (30) days advance written notice; provided that Client may terminate an Assigned Employee immediately in the case of willful misconduct on the part of an Assigned Employee or during the initial sixty (60) day period following commencement of services by an Assigned Employee. Any decision on the part of Client to terminate the services of an Assigned Employee shall first be communicated in writing to PSG Offshore. It is agreed that PSG Offshore may suspend or terminate the provision of services by an Assigned Employee to Client upon any failure by Client to remit payment when due for services provided under this Agreement. |
| Limitation of Liability |
| Client acknowledges and agrees that PSG Offshore is not a guarantor of the performance of any Assigned Employee furnished under this Agreement and that no representation or warranty is made by PSG Offshore that Assigned Employees will in fact perform to the satisfaction of the Client or perform services for any fixed duration. Client agrees that its sole remedy for the actions or inactions of an Assigned Employee shall be to effect a termination of such Assigned Employee or of this Agreement as stated in “Termination” paragraph above. UNDER NO CIRCUMSTANCES SHALL PSG OFFSHORE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM THE ACTION OR INACTION OF AN ASSIGNED EMPLOYEE OR ANY BREACH OF THIS AGREEMENT EVEN IF PSG OFFSHORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY FOR THE ACTION OR INACTION OF AN ASSIGNED EMPLOYEE OR ANY BREACH OF THIS AGREEMENT BY PSG OFFSHORE SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO PSG OFFSHORE DURING THE PRECEDING SIX (6) MONTH PERIOD FOR THE SERVICES OF THE ASSIGNED EMPLOYEE(S) WHO IS (ARE) THE SUBJECT OF SUCH ALLEGED BREACH. |
| Restrictions on Hire |
| Client acknowledges that all Assigned Employees are employees of vendor partners and/or affiliates of PSG Offshore and that Client will not take any action designed or intended to interfere with such relationships, including without limitation, (1) the direct employment of an Assigned Employee by Client or any affiliate of Client, (2) the engagement of an Assigned Employee through any other vendor of offshore personnel, or (3) the referral of an Assigned Employee to a third party that subsequently hires or otherwise engages the services of the Assigned Employee (collectively, the “Restricted Activities”). In the event Client or any affiliate of Client shall engage in any such Restricted Activities, Client agrees to pay to PSG Offshore a fee equal to thirty-three (33%) percent of the charges invoiced to the Client for such Assigned Employee during the twelve (12) month period preceding the date Client terminated its engagement of the Assigned Employee from PSG Offshore. If such Assigned Employee has not been utilized by Client for twelve (12) months, the fee shall be reasonably extrapolated based on the actual duration of services. |
| Customer Agreement |
| This Agreement shall serve as a master agreement between the parties and establishes the terms applicable to each position or project assignment now or hereafter engaged by Client. Each position or project assigned shall be identified on a Job Order or other document at rates which are agreed to by Client and PSG Offshore. |
| Miscellaneous |
This Agreement and each Job Order or other document which now or hereafter forms a part hereof shall govern the terms and conditions of each Assigned Employee engaged by Client hereunder. Any ambiguity between a provision of a Job Order or other document and this Agreement shall be resolved in favor of the terms of this Agreement.
• All work product produced by an Assigned Employee for Client in the course of the Assigned Employee's engagement shall be the sole and exclusive property of the Client and PSG Offshore disclaims any rights thereto.
• This Agreement shall be binding upon the parties hereto and shall inure to the benefit of their respective successors and assigns.
• Any and all notices required to be given pursuant to this Agreement shall be in writing.
• No provision of this Agreement may be waived except by a writing signed by the party from whom such waiver is sought, and the waiver by a party on any one or more occasion shall not be deemed a waiver of the same or any other provision on any other occasion. The failure by any party to enforce any provision of this Agreement on any one or more occasion shall not be deemed a waiver of a party's right to enforce such provision on any subsequent occasion.
• Amounts not paid when due hereunder shall bear interest at the rate of one and one-half (1.5%) percent per month until paid in full. In the event PSG Offshore shall institute collection proceedings, reasonable attorney's fees and costs shall be reimbursed by Client.
• This Agreement and each Job Order or other document which now or hereafter forms a part hereof constitutes the entire
Agreement between the parties and supersedes all prior agreements, communications and understandings. This Agreement may only be amended by a writing executed by PSG Offshore and Client.
• The provisions of Confidentiality, Fees and Charges, Limitation of Liability, Restrictions on Hires, References to PSG Offshore and Customer Agreement sections shall survive any termination of this Agreement.
• This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to conflict of law principles. The parties hereby irrevocably consent to the exclusive jurisdiction in the federal and state courts situated I said Commonwealth with respect to the resolution of any matter arising hereunder.
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