OFFSHORE EMPLOYEE SERVICE AGREEMENT

This Service AGREEMENT (the “Agreement”) is entered effective on {{effective_date}} by and between Seven Stars Services LLC DBA Simpalm, a Maryland Information Technology Professional Services Firm, having an office at 11821 Parklawn Drive, Suite 130, Rockville, Maryland 20852 (“Search Firm”), and {{client_name}}, with an office located at {{client_address}}(“Client”).

WHEREAS, Search Firm is engaged in the business of recruiting candidates located outside of the United States for particular employment positions on a temporary, temp to perm, or permanent basis; and

WHEREAS, Client desires to engage Search Firm to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants stated below, the parties agree as follows:

1. Search Firm Duties and Responsibilities.  
   1. Search Firm shall:
      1. recruit, screen, interview, and assign its employees (the "Assigned Employees") to perform the work described on Exhibit A for Client at the location specified on Exhibit A for the term specified on Exhibit A (such an engagement by Client of Search Firm shall hereinafter be referred to as a “Search”);
      2. pay Assigned Employees' wages and provide other benefits as the Search Firm deems appropriate;
      3. pay, withhold and transmit payroll taxes, provide unemployment insurance and workers' compensation in an amount no less than required by law, and handle workers' compensation and unemployment claims involving Assigned Employees;
      4. ensure Assigned Employees are legally authorized to work in the United States.
   2. Search Firm represents, warrants, and covenants that:
      1. it is solely responsible for performance managing, disciplining and terminating its Assigned Employees;
      2. all information provided to Client in regard to the qualifications of its Assigned Employees is accurate and complete;
      3. neither it nor its Assigned Employees are subject to, or during the term of their services will become subject to, any contractual, conflict of interest or other limitation on their right and ability to perform the services under this Agreement;
      4. the services provided by Search Firm and its Assigned Employees shall be performed in a timely, professional, and workmanlike manner in accordance with industry standards and practices applicable to the Services being provided and shall be supplied and performed in accordance with this Agreement; and
      5. prior to the commencement of services by any of its Assigned Employees, Search Firm will advise them of their obligations under this Agreement and of their obligation to abide thereby.
   3. Search Firm represents and warrants that Assigned Employees will have the qualifications specified by Client. If Client, in its sole discretion, finds any Assigned Employee's qualifications or general work-related behavior lacking or to be below a minimum threshold of performance as determined in Client’s sole and absolute discretion. If Client discovering the insufficiency, Client shall advise Search Firm within the first month, (4) weeks of the assignment for Client. Search Firm will not charge Client for the first month, (4) weeks of the assignment and will make reasonable efforts to replace the Assigned Employee(s) as soon as practicable. If after the first month, (4) weeks, Client wants to terminate the Assigned Employee (s) due to the project being completed or any other non-performance related reason, Client will provide notice of five (5) business days prior to the termination of the Assigned Employee(s).
2. Client Duties and Responsibilities.  
   1. Client shall:
      1. inform Search Firm of the desire to perform a Search for a candidate by issuing a purchase order containing:
         1. description of employment position to be filled;
         2. time period in which the Search must be completed by the Search Firm;
         3. identify any unique or special terms and/or conditions that Client requires of Search Firm with respect to the Search.
      2. inform Assigned Employees of the Client's work to be performed, and Client shall be responsible for its business operations, products, services and intellectual property;
      3. properly safeguard and control its processes or systems or any client or third-party information.
      4. provide Assigned Employees with appropriate information, training and safety equipment.
   2. Client shall not:
      1. include Assigned Employees in Client's benefits plans, policies and practices, or make any offer or promise relating to Assigned Employees' compensation or benefits; or
      2. change Assigned Employees' job duties without Search Firm's express prior written approval.
      3. attempt to obtain the amount of Assigned Employee’s compensation from Search Firm.
3. Payment for Services.  Search Firm shall invoice Client for services provided in accordance with this Agreement on a monthly basis at the rates set forth on Exhibit A. Payment is due five (5) business days after receipt of the invoice.
4. Fees.  Unless otherwise agreed upon by the parties, in the event that Client hires an Assigned Employee directly onto its own payroll or as an independent contractor, at any time, Client shall pay Search Firm a standard fee of {{search_fee}}for each Assigned Employee that Client hires.
5. Relationship of the Parties. The services that Search Firm renders to Client under this Agreement will be as an independent contractor with respect to Client. Nothing contained in this Agreement will be construed to create a joint venture or partnership, or the relationship of principal and agent, or employer and employee, between Search Firm and Client.
6. Indemnification.  Search Firm shall indemnify, defend and hold the Client, and its officers, directors, employees, agents and contractors, harmless from and against all claims, suits, demands, actions, proceedings, awards, judgments, penalties, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expert witness fees) (collectively, the “Claims”) arising from or based upon, (a) any breach by Search Firm of any warranty or other obligation set forth in this Agreement; (b) any negligent act or omission of Search Firm and its employees (including any Assigned Employee), consultants or agents; (c) a failure of Search Firm or its employees (including any Assigned Employee), consultants or agents to comply with any applicable law, including all immigration and labor requirements; or (d) infringement by Search Firm or its employees (including any Assigned Employee), consultants or agents of any patent, copyright or any other intellectual property right of Client or any third party. The Client will promptly notify Search Firm of any such Claim; provided that Client’s failure to do so will not eliminate Search Firm’s indemnification obligations, except to the extent that Search Firm is actually prejudiced by such failure. Search Firm will obtain the consent of Client of the attorney that Search Firm intends to engage to defend any Claims and such consent shall not be unreasonably withheld. After Search Firm has obtained Client’s consent, Search Firm will have sole control of the defense of such Claims and all related settlement negotiations; provided that Search Firm may not enter into a settlement without the express written consent of the Client.
7. Client shall indemnify, defend and hold the Search Firm, and its officers, directors, employees, agents and contractors, harmless from and against all claims, suits, demands, actions proceedings, awards, judgments, penalties, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expert witness fees) (collectively, the “Claims”) arising from or based upon, (a) any breach by Client of any warranty or obligation set forth in this Agreement or (b) any negligent act or omission of Client and its employees, consultants or agents in the discharge of its obligations set forth in this Agreement. The Search Firm will promptly notify Client of any such Claim; provided that Search Firm’s failure to do so will not eliminate Client’s indemnification obligations, except to the extent that Client is actually prejudiced by such failure. Client will obtain the consent of Search Firm of the attorney that Client intends to engage to defend any Claims and such consent shall not be unreasonably withheld. After Client has obtained Search Firm’s consent, Client will have sole control of the defense of such Claims and all related settlement negotiations; provided that Client may not enter into a settlement without the express written consent of the Search Firm.
8. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF SEARCH FIRM SET FORTH ABOVE, IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Confidential Information. Both parties may be given access to or acquire information, regardless of form (whether written, oral, or electronic) which is proprietary or confidential to the other party and its affiliated companies, clients and customers. Any and all such information obtained by either party or the Assigned Employees shall be deemed to be confidential and proprietary information. Both parties agree to hold such information in strict confidence using the same degree of care it uses for its own confidential information (which shall not be less than a reasonable standard of care), and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing of services under this Agreement. Search Firm agrees to require Assigned Employees, or any other employees, consultants or agents who need access to the confidential information to perform this Agreement, to keep such information confidential, and to enter into confidentiality agreements at least as restrictive as this Agreement. Search Firm shall remain fully liable for all actions, omissions, and breaches of its Assigned Employees, other employees, consultants, or agents as if such action, omission, or breach was performed by the Search Firm. Either party may also disclose confidential information as is required by law, valid subpoena or court or government order; provided, however, that (if legally permitted) such party provides prompt notice of such required disclosure in order to provide the other party a reasonable opportunity to obtain a protective order or other reliable assurance affording it confidential treatment and limiting its use solely for the purpose for which the law or order required. The disclosure of confidential information does not grant to the receiving party any license or right to any trade secrets, or under any patents, copyrights, or other intellectual property rights in such confidential information. Except as otherwise expressly provided herein, the disclosing party will retain all right, title, and interest in its confidential information. Each party shall return all confidential information of the other party in its possession to the other party upon the termination or expiration of this Agreement.
10. Compliance with Law.  
    1. Both parties represent and warrant to each other that they are in compliance with all applicable laws.
    2. Client and Search Firm affirm and agree that they are equal employment opportunity employers and are in full compliance with any and all applicable anti-discrimination laws, rules and regulations. Client and Search Firm agree not to harass, discriminate against or retaliate against any employee of the other because of his or her race, national origin, age, sex, religion, disability, marital status or other category protected by law; nor shall either party cause or request the other party to engage in such discrimination, harassment or retaliation. In the event of any complaint of unlawful discrimination, harassment or retaliation by any Assigned Employee, Client and Search Firm agree to cooperate in the prompt investigation and resolution of such complaint.
11. Ownership of Intellectual Property Rights.  Client is, and shall be, the sole and exclusive owner of all right, title and interest in and to the work product and deliverables created by Assigned Employees on Client's behalf, including all intellectual property rights therein. Search Firm agrees, and will cause its Assigned Employees to agree, that with respect to any work product or deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, such work product or deliverables are hereby deemed a "work made for hire" for Client. To the extent that any of the work product or deliverables do not constitute a "work made for hire," Search Firm hereby irrevocably assigns, and shall cause the Assigned Employees to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the work product or deliverables, including all intellectual property rights therein. Search Firm shall cause the Assigned Employees to irrevocably waive, to the extent permitted by applicable law, any and all claims such Assigned Employees may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the work product or deliverables.
12. Cooperation. Client and Search Firm agree to cooperate fully and to provide assistance to one another in the investigation and resolution of any complaints, claims, actions or proceedings that may be brought by or involve any of the Assigned Employees.
13. Term and Termination.  
    1. This Agreement shall commence as of the Effective Date and shall remain in effect unless terminated in accordance with this Section 13.1 Notwithstanding the foregoing, Client may terminate this Agreement upon providing five (5) working days' prior written notice to Search Firm and in the event of such termination, Client shall compensate Search Firm for all Services performed up to and including the effective date of such termination. Client may terminate the services of any individual Assigned Employee upon five (5) business days’ written notice without terminating this Agreement in its entirety.
    2. Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party:
       1. materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ten (10) business days after receipt of written notice of such breach; or
       2. (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (with the exception of its conflicts of law principles). At its option, a party seeking injunctive relief may bring an action in any court of competent jurisdiction. The parties agree that any rule of contract construction or law that requires that an agreement be construed against the drafter will not apply to this Agreement.
    4. Sections 6, 7, 9, 10, 11, 13.4, this 13.5, 14, and 16 shall survive termination of this Agreement as well as any other provisions which by their nature survive termination to give effect to their meaning.
14. Non-solicitation. Except with the express written consent of the other party or in accordance with Section 4, each party agrees that during the Term and for a period of one (1) year thereafter, it shall not directly or indirectly solicit or induce for employment any officer, director, or employee of the other party or any of its respective affiliates. Client also agrees that during the Term and for a period of one (1) year thereafter, Client shall not induce for employment any Assigned Employee. Notwithstanding anything to the contrary, nothing within this Agreement shall prevent a party from utilizing a general solicitation not specifically directed at the employees of the other party, or from hiring any employee of the other party that answers such a general solicitation. 
15. Force Majeure. Except for obligations for the payment of money, neither party shall be liable for any failure to perform or delay in performing any obligations under this Agreement due to causes beyond its reasonable control.
16. United States Holidays. Assigned Employees shall not be required to work on the United States holidays listed in Exhibit B. Client shall not expect Assigned Employee to perform services or tasks on such designated holidays unless otherwise mutually agreed upon in writing by Client and Assigned Employees
17. Miscellaneous.  
    1. Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided the Client, without consent of the Search Firm, may assign this Agreement to a successor in interest in the event of a merger, consolidation, combination, or sale of all or substantially all of its assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    2. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    3. This Agreement may not be amended, supplemented, or waived, except by a writing signed by both parties. The failure of the parties in any one or more instances to insist upon strict performance of any of the terms or provisions of this Agreement or to exercise any option herein conferred shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms or provisions or option on any future occasion.
    4. This Agreement and any Exhibits attached hereto, state the complete, final, and exclusive agreement of the parties, and supersede all prior oral or written agreements, representations, promises, negotiations, and other communications between the parties concerning the subject hereof.
    5. The parties agree that any breach or prospective breach of sections 9 or 11 of this Agreement shall cause immediate and irreparable damage to the non-breaching party and hereby agree that the non-breaching party shall be entitled to injunctive relief (both temporary and permanent), in addition to any other available remedies available at law or in equity. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Additionally, the prevailing party in any action shall be entitled to recover attorney fees and costs from the non-prevailing party.
    6. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly executed, delivered and effective for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Exhibit A

name of assigned employee: {{candidate_name}}

Nature and Location of Work: {{candidate_position}}

Bill Rates: {{bill_rate}}

Exhibit B – United states holidays to be observed by assigned employees.

1. new YEar’s Day
2. Memorial day
3. fourth of july
4. labor day
5. thanksgiving day
6. day after thanksgiving day
7. Christmas eve
8. Christmas day