Alliance Technology Group, LLC Terms and Conditions For Contractors
- Scope: The services and/or products to be provided by the Contractor shall be described in a Statement of Work or issued Purchase Order and be bound by these terms and conditions. A Statement of Work for proposed services/products may be created by either party and shall be executed by both Alliance Technology Group LLC.(Company) and you (Contractor) prior to commencement of those services. In addition to these terms all
terms and conditions of the Prime contract shall flow to the Contractor. The parties may execute additional Statements of Work from time to time to describe additional
services to be provided to Company by Contractor. Each additional Statement of Work shall reference this Agreement and shall be subject to the terms of this Agreement
and shall set forth the timeframe for the work, the consultants and services to be provided. Fees to be paid to Contractor for the services, and any additional relevant other terms shall be described in a separate quote referenced by the Statement of Work. Company and Contractor shall have no obligation to execute any additional Statements of Work, and no Statements of Work shall be effective unless and until it has been executed by Company and Contractor.
- Third-party Client: It is understood that the services/equipment described in a Statement of Work will be provided to one of Company’s Clients or a customer of that client (“Client”) and that the Contractor’s consultant will perform the services at the location specified in the Statement of Work. Company will make all necessary business arrangements, including contracts and purchase orders between Company and Client, which will allow the Contractor’s consultant to be on-site at Client’s work site. Company will arrange for the Contractor’s consultant to communicate directly with the appropriate members of Client’s staff prior to the start of the services, either directly, through e-mail, and/or by conference call(s). Any paperwork requiring signature or approval by Contractor personnel that are required by Client prior to commencement of services/delivery of equipment will be collected by Company staff and transmitted to Contractor at least one week prior to the start of the services. An example of such paperwork is Client’s non-disclosure agreement.
- Use of Consultants: It is understood that Contractor may engage independent contractors to provide all or part of the services/equipment contemplated under this Agreement. The engagement of such independent contractors by Contractor shall not relieve Contractor of any obligation assumed or liability imposed under this Agreement. Where used herein, the term “Contractor consultant,” “consultant” or their equivalent shall refer to both employees and independent contractors of Contractor who perform services for Company or its clients under this Agreement.
- Obligations of Contractor: Contractor shall:
Obligations of Company: Company shall:
- (a) Provide the professional services/equipment set forth in each Statement of Work in a safe, professional manner and to the satisfaction of Company.
- (b) Provide Company with a certificate of insurance with the limits described in Exhibit A.
- (c) Cause its consultants to comply with all federal, state and local laws, rules and regulations regarding work safety.
- (d) Cause its consultants to comply with Company or its Client’s policies, rules and regulations regarding security and the protection of confidential information.
- (e) If requested by Company or Client, cause its consultants to wear a distinctive badge issued by Company or Client at all times when on Company’s or its Client’s property.
- (f) Take appropriate steps, including reasonable verification of past employment, to ensure that each person employed or retained by Contractor to provide professional service under this Agreement is competent and qualified to provide such service.
- (g) If requested by Company, Contractor will provide personal information and authorization required for completion of a background verification process to be performed by an independent security firm chosen by Company. If requested, this background verification must be completed before the start date of services, and results of the background verification will be retained by Company with a copy being provided to Contractor.
- (h) If requested by Company or Client, remove promptly any Contractor consultant who, in the sole opinion or discretion of Company or Client, is not needed, is not performing properly, is uncooperative or is otherwise unacceptable in the execution of the service to be provided under this Agreement. Such removals shall be done in the name of Contractor and Contractor therefore will assume responsibility for such removals.
Work Hours, Holidays, Shutdowns: Contractor will be expected to provide the specified services/delivery of equipment during normal business hours and at other times as the parties from
time to time may agree. Except as requested specifically in advance by Company, no service shall be required during holidays observed by Company. Company will
provide Contractor with a list of holidays currently observed as appropriate and will attempt to provide Contractor advance notice of any exceptions.
Rights in Data: Contractor acknowledges and agrees that all work and services, including but not limited to specifications, designs, files, software (in source and object code form), upgrades, revisions, modifications, data, notes, documentation or any other materials created by Contractor or its consultants for Company under this Agreement shall be a “work made for hire,” and that Company shall own the work and all of the rights comprised in any copyright in the work.
Waiver: Contractor agrees that payments made by Company under this Agreement or any associated Statement of Work constitute full and complete compensation for all
obligations assumed by Contractor hereunder with respect to all work, inventions, improvements, patent rights and copyrights assigned to or otherwise vested in Company
under this Agreement, and that Contractor shall be responsible for all taxes or other assessments levied thereon.
Conflict of Interest: Contractor agrees that it will not provide services/equipment to any third party if the provision of such would require the use or disclosure to such third party of any information disclosed by Company or developed by Contractor under this Agreement and considered by Company to fall within the scope of Sections 8, Rights in Data or 16, Confidentiality.
Cancellation, Rescheduling: Company and Contractor realize that sometimes schedules change and sometimes engagements are cancelled or must be rescheduled.There is no cancellation penalty due to Contractor for cancelled or rescheduled engagements. Rescheduling within a certain timeframe is not guaranteed and will be determined by Contractor’s and Client’s other commitments. Contractor’s inability to schedule an engagement within the timeframe required by Company and/or Client may result in cancellation of the associated Statement of Work.
Consulting Fees, Expenses and Payment Terms: For services/equipment rendered under this Agreement or any associated Statement of Work, Company shall pay to Contractor the fees and other amounts specified in the quote referenced by the Statement of Work. Contractor shall invoice Company monthly unless otherwise dictated by the terms of an agreement between Company and Client. Company will pay Contractor within ten (10) business days from when payment is received by end user customer unless otherwise agreed to in writing between Company and Client. Reasonable and customary travel & living expenses will be paid by Company to Contractor for on-site work at Company or its Client’s location. These expenses will include fully-refundable commercial coach airfare or mileage costs at the current IRS standard mileage rate for business travel by automobile, lodging and related expenses in a business-class hotel, meals, tolls, parking, taxis and rental car expenses. Travel expense receipts will be provided for all expenses
Independent Contractor: Contractor acknowledges that it is engaged under this Agreement as an independent contractor and not as an agent, employee or servant of Company; that it is not controlled by Company; that it has and retains the right to employ, engage, compensate and discharge each person providing service on its behalf under this Agreement; that it will be solely responsible for compensating such person, for ensuring that any taxes, social security payments, or other payments due any government agency as a result of such employment or compensation are paid; that it will be solely responsible for complying with all rules and regulations relating to consultant’s compensation, safety, health and other employment related matters arising out of or resulting from the employment of any person to provide any service under this Agreement; and that it will be responsible for its own acts and those of its consultants and agents during the term of this Agreement. The relationship of employer and employee shall not exist between Company and any Contractor consultant or other person engaged by Contractor to provide any service under this Agreement, and no Contractor consultants shall be eligible to participate in any benefits extended by Company to its employees. While Company will provide Contractor with the general scope of work to be performed, Contractor will be responsible for determining how to perform the work in order to achieve the desired result within the specified time frame. Contractor shall not be considered a joint employer, joint venturer or partner of Company.
Compliance with Laws: Contractor shall comply with all laws and regulations regarding the employment of any person to provide any service/equipment under this Agreement and shall abide by all other federal, state and local laws, rules or regulations relating to its performance under this Agreement. Contractor shall not discriminate in its employment practices against any person by reason of race, religion, color, age, sex or national origin or any other protected status, and agrees to comply with the provision of equal opportunity and nondiscrimination employment laws and orders, as well as all laws and orders relating to the employment of veterans, and use of women’s and minority business enterprises, and other laws and orders applicable in the performance of services or furnishing of materials, equipment or supplies under this Agreement.
Indemnification: Contractor shall defend at its expense and indemnify and hold Company, its officers, agents and employees harmless from and against any and all liability, damages, losses and expenses for injury or death of any person or damage to any property arising out of, or in any way connected with, any act or omission by Contractor or any consultants or agents of Contractor in the provision of any services/products under this Agreement. Company shall defend at its expense and indemnify and hold Contractor, its officers, agents and employees harmless from and against any and all liability, damages, losses and expenses for injury or death of any person or damage to any property arising out of, or in any way connected with, any act or omission by Company or any consultants or agents of Company in the arrangement or provision of any services under this Agreement. Contractor shall defend at its expense and indemnify and hold Company, its officers, agents and employees harmless from and against any claim by any Contractor consultant for any compensation due such consultant for any service provided to Company under this Agreement, as well as any claim by any government agency for any taxes or other payments due as a result of such compensation or as a result of Contractor’s employment of such consultant. Contractor warrants that the services provided hereunder will not infringe upon or violate any United States patent, copyright, trademark, trade secret or any other proprietary right, or right of privacy (hereinafter collectively “Rights”) of any third party. If a claim is made against Company involving a violation by Contractor of Rights hereunder, Contractor shall, at its expense, defend and indemnify Company against any loss, cost, expense or liability, including attorneys’ fees, arising out of such claim, whether or not successful. If an injunction or order is obtained against Company’s use of any Contractor services or work product by reason of the claim, or if, in Contractor’s reasonable opinion the services are likely to become the subject of a claim of infringement or violation of Rights of a third party, Contractor shall at its expense, procure for Company the right to continue using the services or work product, or after consultation with Company, modify the services or work product to make them substantially similar, functionally equivalent and non-infringing. Contractor shall not have any liability to the extent that the services and work product are provided in accordance with specifications provided by Company.
Limited Warranty and Limitation of Liability: All services provided by Contractor will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. Any deficiencies in the services must be reported to Contractor in writing within thirty (30) days of completion of those services. At Contractor’s option, Contractor will re-perform the services to remedy any agreed-upon deficiency. If Contractor is unable to re-perform the services, Company will be entitled, as Company’s exclusive remedy, to recover the fees paid to Contractor for the deficient services. Excluding the Non-Solicitation, Indemnification and Termination obligations contained herein, the exclusive remedy for deficiencies of performed services or for any claim against Contractor arising out of or in connection with this agreement shall not exceed the amount paid to Contractor by Company with respect to the particular services provided and cited in such claim. In no event shall either party be liable for any special, incidental, indirect or consequential damages and lost profits of any kind in connection with this agreement, even if said party has been informed in advance of the possibility of such damages. Direct damages will be capped at the value of the Order
Confidentiality: Contractor recognizes that during the performance of this Agreement, Contractor and its consultants are likely to be exposed to information of a confidential nature relating to the business, products, processes or developments of Company or its clients. Contractor agrees to hold all such information in strict confidence for Company or its clients in accordance with the terms and conditions of a Mutual Non-Disclosure Agreement to be executed contemporaneously with this Agreement. Company recognizes that during the performance of this Agreement, Company and its employees and consultants are likely to be exposed to information of a confidential nature relating to the business, products, processes or developments of Contractor or its clients. Company agrees to hold all such information in strict confidence for Contractor and its clients, using the same guidelines and level of care as Company uses for its own confidential information. The obligations imposed in this Section shall not apply to any information that is already in the possession of Contractor as evidenced by written records, becomes publicly available through no fault of Contractor, is lawfully received from third parties without breach of this agreement, or is independently developed by Contractor without breach of this agreement.
Non-Solicitation: In consideration of the fees paid to Contractor hereunder, during the term of any applicable Statement of Work and for a period of six (6) months thereafter, Contractor agrees not to call on, solicit or work directly for Company's clients or customers or potential customers of which it became aware as a result of its services for Company, unless specifically given permission to do so in writing by Company or where such services are not in direct competition with the services being delivered by Company. This agreement does not preclude Contractor accepting work at any time for current Company clients, customers or potential customers through a subcontractor arrangement with another company. Contractor and Company acknowledge and agree that their respective employees are critical to its business and that each employee has special skills relating to his/her particular job as well as the manner of operation of its business. During the entire term of this engagement and for a period of one (1) year thereafter, both parties agree that they shall not:
(a) Solicit, interfere with, or endeavor to cause any of each other’s employees to leave his or her employment;
(b) Induce or attempt to induce any such employee to breach his or her agreements with Contractor or Company; or
(c) Hire any such employee, or engage them in any capacity whatsoever (e.g., independent contractor, leased employee, etc.). For each and every Company employee subjected to any or all of the above actions by Contractor, Contractor shall be liable for liquidated damages in the amount of $100,000 or the amount of the client employee’s gross annual salary, whichever is the lower amount. For each and every Contractor employee subjected to any or all of the above actions by Company, Company shall be liable for liquidated damages in the amount of $100,000 or the amount of the Contractor employee’s gross annual salary, whichever is the lower amount.
The provisions in this paragraph shall not apply in the event that the President of Contractor, or an individual to whom requisite authority has been delegated, provides Company with prior approval to hire an employee of Contractor. The provisions in this paragraph also shall not apply in the event that the President of Company, or an individual to whom requisite authority has been delegated, provides Contractor with prior approval to hire an employee of Company. The provisions in this paragraph shall not restrict in any way the right of Company or Contractor to solicit generally in the media or on the Internet for required personnel, and shall not restrict employees, contractors, or representatives of Company or Contractor from pursuing on their own initiative employment opportunities from or with the other party.
Injunctive Relief: Because damages may be difficult to ascertain, both parties agree that in the event of violation of Section 16, Confidentiality or Section 17, Non-Solicitation of this Agreement, without limiting any other rights and remedies, each party shall be entitled to an injunction and/or an order for specific performance against the other for breach or threatened breach of the provisions of such Sections. Notwithstanding Section 29, Governing Law below, each party shall be entitled to seek injunctive relief or otherwise pursue remedies for any violation of Sections 16 or 17 of this Agreement in any court of competent jurisdiction.
Termination: This Agreement and any Statement of Work associated herewith may be terminated by Company upon thirty (30) days prior written notice to the Contractor. Company may terminate this Agreement with ten (10) days prior written notice for material breach of this Agreement if Contractor goes into default and fails to cure such breach within such ten (10) day period. Either party may immediately terminate this Agreement by notice in writing if the other party admits insolvency, makes an assignment for the benefit of creditors, is unable to pay debts as they generally become due, or has a trustee or receiver appointed over all or any substantial part of its assets.
Company may immediately terminate any Statement of Work by notice in writing if:
(a) The work described in the Statement of Work is cancelled; or
(b) Contractor is removed from the work site as described in Section 5(g)
Termination of this Agreement or any associated Statement of Work shall not relieve either party of any obligations that may have accrued prior to such termination.
Survival: The following Sections shall survive termination of this Agreement: Section 8 (Rights in Data Section 9, Conflict of Interest), Section 11 (Consulting Fees, Expenses and Payment Terms), Section 14 (Indemnification), Section 15 (Limited Warranty and Limitation of Liability), Section 16 (Confidentiality), Section 17 (Non-Solicitation), Section 21 (Use of Name), Section 23 (Other Actions), and Section 27 (Partial Invalidity).
Use of Name: Contractor agrees to submit to Company all advertising, sales promotions and other publicity matters relating to the services performed by Contractor hereunder where Company or its client’s name is mentioned or language is used from which the connection of Company or its client’s name therein may, in Company’s judgment, be inferred. Contractor further agrees neither to publish or use such advertising, sales promotion or publicity matter nor to use Company or its clients as a reference without prior written approval of Company. Approval will not be given in any case in which an endorsement might be inferred. This provision shall appear in any and all subcontracts that may be entered into by Contractor in the performance of this Agreement.
Other Actions: Contractor shall not bring an action against Company or its client based on any claim by any person for personal injury or death caused by Contractor Or its consultants, or arising out of the claimant’s employment that occurs in the course or scope of employment of such person by Contractor and that arises out of the services provided hereunder.
Non-Waiver: No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or excuse is in writing signed by the party claimed to have waived or excused. No consent by either party to a waiver or breach by the other, whether expressed or implied, shall constitute consent, waiver or excuse for any different or subsequent breach.
Assignment: This Agreement is not assignable by either party without the prior written consent of the other.
Force Majeure: Neither party shall be liable to the other for any failure or delay on its part or for any damage, costs, charges, or expenses incurred or suffered by the other by reason of such failure or delay insofar as such failure or delay is the result or on the account of any cause beyond the control of the party in default including an act of God, war, riot, terrorism, embargoes, acts of civil or military authorities, government action, fire, flood, epidemic, accidents, strikes or shortages of transportation, facilities, fuel, energy, labor or materials.
Partial Invalidity: Should any provision of this Agreement be found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
Attorneys’ Fees: If either party commences litigation to enforce any provision of this Agreement, the prevailing party shall be entitled to recover hearing fees and or costs as well as reasonable attorneys’ fees, both at trial or arbitration and on any appeal.
Governing Law: The laws of the State of Maryland shall govern this Agreement. Subject to the limitations set forth in Section 18, Injunctive Relief above, the parties agree that any disputes between them shall be settled by binding arbitration in Baltimore, Maryland under the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.
AEROSPACE BUSINESS UNIT. a.) Suppliers shall provide access to their premises and facilities for Alliance Technology Group LLC, our customers and regulatory authorities for cooperation on product, process and business issues. b.) Suppliers shall notify Alliance of nonconforming product. c.) Suppliers shall obtain Alliance approval for nonconforming products prior to shipment, d.) Suppliers shall notify Alliance of changes in product, processes, suppliers, and manufacturing facility and, where required obtain Alliance approval.
- (a) Advise Contractor consultants with respect to Company policies, rules and regulations regarding work safety, security and the protection of confidential information.
- (b) Provide, permit and arrange for Contractor consultants to use equipment, materials and supplies deemed necessary by Company to support the professional services to be provided under this Agreement.
- (c) If desired by Company, issue each Contractor consultant a distinctive badge identifying such consultant as an outside vendor. Such badge shall remain the property of Company and shall be returned to Company upon request.
- (d) Arrange for communication via e-mail, direct telephone call and/or conference call between Contractor’s consultant and appropriate members of Client’s staff prior to the start of the services.
- (e) Provide Contractor with any necessary paperwork required by Company or Client such as non-disclosure agreements or timesheet templates
- (f) Notify Contractor of any non-satisfactory performance as soon as reasonably possible but in no case later than 24 hours after Company becomes aware of a problem. The absence of such notification within thirty (30) calendar days after delivery of any service/equipment is deemed affirmation that offering was satisfactory.
INSURANCE REQUIREMENTS: Contractor will, at its own expense, provide and keep in full force and effect during the term of this Agreement the following kinds
and minimum amounts of insurance:
(a) Workers’ Compensation. Workers’ compensation statutory coverage as required by the laws of the jurisdiction in which the services are performed;
(b) Employers’ Liability. Employers’ liability insurance with a limit of not less than $1,000,000.00 per accident;
(c) Automobile Liability. Commercial automobile liability insurance with a $1,000,000.00 per accident limit for vehicles owned, leased or rented by Contractor while performing under this Agreement;
(d) General Liability. Commercial general liability insurance, including bodily injury, personal injury, blanket contractual liability and property damage, with a $1,000,000.00 per occurrence limit. Alliance shall be added as an additional insured on a primary and non-contributory basis;
(e) Errors & Omissions. Professional liability insurance covering the errors and omissions of Contractor’s personnel with a $1,000,000.00 per claim limit; and
(f) Umbrella Policy. Umbrella liability insurance in the amount of $3,000,000.00 per occurrence.
Each insurance coverage listed above shall contain an endorsement requiring thirty (30) days written notice to Alliance prior to any cancellation, lapse, or non-renewal, or
any reduction in the amount of coverage. Within thirty (30) days of the effective date of this Agreement, and as requested by Alliance from time to time, Contractor shall
provide Alliance with Certificates of Insurance evidencing the insurance coverages listed above, including evidence of additional insured status of Alliance on a primary
and non-contributory basis with respect to the commercial general liability insurance.
Alliance is named as the certificate holder with the following address:
Alliance Technology Group LLC
Attn: Lisa Stamper
7010 Hi Tech Drive
Hanover, MD 21076
Under Description of Operations the certificate of insurance needs to state the following: When required by written contract, Alliance Technology Group LLC are listed
as Additional Insured as respects General Liability per the policy terms and conditions. When required by written contract, a waiver of subrogation applies in favor of
Alliance Technology Group LLC. as respects General Liability, and Workers Compensation (except TN and NH) per the policy terms and conditions.