This Agency Agreement (the “Agreement”) sets forth terms and conditions under which the “Agency,” a temporary staffing agency, shall, at the request of Appirio Inc. (including any affiliated companies of Appirio Inc.) (the “Client”), provide professional services to the Client.

1. Definitions

“Appirio Client” means any client of the Client: (i) on whose premises the Temporary Worker works on behalf of the Client; or (ii) in respect of whom the Temporary Worker is involved in the provision of services by the Client.

“Applicant” means the named individual who is identified to the Client for the purposes of providing services to the Client as a Temporary Worker.

“Assignment” means the Services to be performed by the Temporary Worker for the Client as detailed in the Statement of Work, including, where appropriate, Services for an Appirio Client.

“Deliverables” means the tangible and intangible results of the Assignment, including, but not limited to, any report, software, code, documents, materials, models, designs, drawings, processes, formulae, inventions, methodologies know-how, Confidential Information or other work performed, made, created, devised, developed or discovered by the Agency in connection with this Agreement (and whether or not made or discovered during the course of the Agency’s performance of Services under this Agreement) either alone or with any other person in connection with or relating to the business of the Client or capable of being used or adapted for use therein or in connection therewith.

“Engage” means the employment or engagement directly or indirectly through any agency other than through the Agency (whether for a definite or indefinite period) by the Client of a Temporary Worker as a direct result of any Introduction or Assignment by the Agency to the Client of the Temporary Worker and the term “Engages” shall be construed accordingly.

“Services” means all services provided by the Agency to the Client, as detailed in this Agreement.

“Statement of Work” or “SOW” shall mean any statement of work executed pursuant to this Agreement, which shall describe the Assignment, shall identify the Temporary Worker(s) who will perform the Assignment, and which shall be incorporated herein by reference, upon execution by the Agency and the Client.

“Temporary Worker” means an individual worker, or, where the worker is a company or other legal entity, as the case may be, including any of the Agency’s own employees, workers or agency staff, introduced and supplied by the Agency to the Client to provide services to the Client not as an employee of the Client.

2. Agency’s Obligations

2.1 Services. At the direction of the Client, the Agency shall provide Services directly to the Client. The Agency may not subcontract any Services provided to the Client.

2.2 Introductions; Rejections. The Agency agrees to introduce qualified Applicants to the Client and shall take all commercially reasonable measures to ensure Applicants’ suitability for the Assignment. The Client may reject any Applicant for any reason or no reason, in which case, the Agency must promptly locate and present another Applicant to fulfill the role and Assignment requested by the Client.

2.3 Responsibility for Temporary Workers. The Client shall have the complete and unrestricted right to supervise, provide direction, and manage the duties of the Temporary Worker and performance of the Assignment. Notwithstanding the foregoing, the Agency remains solely and exclusively responsible for the Temporary Workers and shall ensure that Temporary Workers comply with all Agency obligations set forth in this Agreement.

2.4 Right to Work. The Agency will only introduce Applicants who have the legal right to work in the U.S. and, in particular, the Agency shall comply with all applicable U.S. immigration regulations or laws with respect to Applicants and Temporary Workers, including, but not limited to, any equivalent legislation in other, relevant jurisdictions, as well as any regulations or relevant codes of practice regarding the reporting of labor movements, concealed employment and the employment of foreign workers.

2.5 Qualifications and Authorizations. Where an Applicant is required by law or any professional body to have any qualifications or authorizations to work on the Assignment, the Agency will take all reasonably practicable steps to obtain evidence of, and offer to provide copies of, any relevant qualifications or authorizations and two references. The Agency will also take all reasonably practicable steps to confirm that the Applicant is suitable for the Assignment. If the Agency is unable to comply fully with these requirements, it shall inform the Client of the steps it has taken to supply the necessary information.

2.6 Confirmation. Prior to the commencement of the Assignment, the Agency will send to the Client written confirmation of:

(a) the identity of the Temporary Worker;

(b) the Temporary Worker’s experience, training, qualifications and authorizations necessary for the Assignment; and

(c) unless a fixed fee has been agreed in respect of the Assignment, the hourly rate charged by the Agency.

3. Replacements

3.1 Unsuitability. The Agency shall notify the Client if it believes that any Temporary Worker is unsuitable for the Assignment or becomes aware of any matter that indicates that a Temporary Worker may be unsuitable for the Assignment or is inconsistent with any information previously provided including where a Temporary Worker ceases to have the appropriate skills, approvals or a right to work in the United States or where this Agreement may be or has been breached.

3.2 Unsatisfactory Temporary Worker. If the Client decides that a Temporary Worker is unsuitable to perform the Assignment (an “Unsatisfactory Temporary Worker”), then the Client shall notify the Agency.

3.3 Replacements. If the Client notified the Agency of an Unsatisfactory Temporary Worker, the Agency will not charge for the first business week worked, as well as other fees as may be mutually agreed by the parties. If the Client so requests, the Agency will replace the Temporary Worker; provided, however, that the Agency shall replace the Temporary Worker promptly and within the timelines required by the Client.

4. Changes

The Client shall have the right to modify, reject, cancel or terminate any Statement of Work, for any reason or no reason and with immediate effect, upon written notice to the Agency. This Agreement and any effective Statement of Work constitute the sole terms and conditions applicable to the Agency and the Client with respect to the provision of Services. No variation of these terms and conditions shall be valid, unless made in writing and agreed by both parties in a change order or other mutually agreed written agreement (“Change Order”). Such changes may include any change in the location, Assignment or working arrangements of a Temporary Worker, or extensions of a Statement of Work’s term.

5. Temporary to Permanent

5.1 Conversion Fee. Subject to the provisions of this section, if the Client wishes to Engage the Temporary Worker, subject to the terms and conditions of this Section 5, the Client will pay a conversion fee (“Conversion Fee”) to the Agency.

5.2 Payment of Conversion Fee. The Client will make payment of the Conversion Fee to the Agency sixty (60) days (“Payment Period”) from the date of employing the Temporary Worker. The Conversion Fee equals the fees set forth below, if any, according to the number of hours worked by Temporary Worker during the Assignment:

Hours Billed on Assignment	Conversion Fee
0 – 160	8 percent of the first year anticipated annual base fees or salary (excluding all benefits
131 – 320	5 percent of the first year anticipated annual base fees or salary (excluding all benefits)
321 – 480	3 percent of the first year anticipated annual base fees or salary (excluding all benefits)
481 or more	No fee

6. Representations and Warranties

6.1 The Agency’s Representations and Warranties. The Agency hereby represents and warrants that:

(a) Due Authority. The Agency has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation the Agency may have to any other party.

(b) Standard of Performance. The Agency will perform the Services, and will ensure the Temporary Worker will perform, the Assignment in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services. In addition, the Agency shall ensure that the Temporary Worker performs the Assignment and provides each Deliverable in conformance in all material respects with the description set forth in the Statement of Work.

(c) No Employment, Agency or Partnership. The Agency warrants and represents to the Client that the Agency is an independent contractor of the Client. The Agency shall perform Services in the capacity of independent contractor, and not as an employee, worker, partner, agent or joint venture partner of the Client. The Agency shall not have any right or power whatsoever to contract on behalf of the Client or bind the Client in any way in relation to third parties and will not hold the Agency out as having such authority unless specifically authorised to do so. The Agency is supplying the Services to the Client as part of the Agency’s business undertaking. The Client receiving the Services is the Agency’s client for these purposes.

(d) Compliance with Laws. The Agency certifies, represents, warrants and covenants that in the performance of this Agreement, the Agency, its employees, subcontractors, agents and the Temporary Workers, will comply with the provisions of all applicable federal, state and local laws, regulations, rules and orders. Appirio complies with data processing requirements at the following link: https://appirio.com/dpa.

6.2 Warranty Disclaimer. EXCEPT FOR THE AGENCY’S WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY STATEMENT OF WORK, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Payment

7.1 Invoices and Payments. Subject to the provisions of this section, the Client will pay the Agency fees in respect of each Assignment performed by a Temporary Worker (“Temporary Worker Fees”) as set out in the Statement of Work. The Client shall make payments sixty (60) days after the Client’s receipt of an undisputed invoice; provided, however, for any invoices that are issued by the Agency more than three (3) months following the completion of the Assignment shall not be paid by the Client. No fee is incurred by the Client until the Temporary Worker commences the Assignment. The Temporary Worker Fees comprise the entirety of all fees due by the Client to the Agency in exchange for the Services and the Assignment. The Agency and any Temporary Workers shall not be entitled to any other payments, reimbursements, royalties or consideration of any kind.

7.2 Fees Conditions. The following conditions apply to the Temporary Worker Fees:

(a) unless a fixed fee has been agreed in respect of the Assignment as specified in the Statement of Work, they are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour);

(b) the Temporary Worker will present a time sheet (“Time Sheet”) to the Client, in accordance with the Client’s procedures, for approval and signature, at the end of every week of the Assignment; provided, however, that if the Temporary Worker is on a fixed fee Assignment, the Temporary Worker shall be expected to work the number of hours per day or week as may be agreed with the Temporary Worker’s manager;

(c) if the Client disputes the hours claimed, the Client shall inform the Agency and work with the Agency to establish what hours, if any, were worked by the Temporary Worker;

(d) the Agency shall submit an invoice to the Client together with all applicable signed Time Sheets verifying the number of hours worked by the Temporary Worker;

(e) the Client shall not be required to pay Temporary Worker Fees for any absences (for whatever reason) of a Temporary Worker;

(f) the Agency shall not withhold any payment due to a Temporary Worker because of any failure by the Client to pay the Agency; and

(g) no increase in the fees payable under this Agreement by the Client to the Agency may be made without the Client’s prior written consent.

7.3 Failure of Warranties. The Client shall not be obligated to pay for any Service or Assignments that do not meet the warranties set forth herein or the specifications or descriptions set forth in the applicable Statement of Work, unless and until such defects are remedied to the Client’s satisfaction, and in such case, the Temporary Worker Fees may be subject to a discount as mutually agreed by the parties.

7.4 Expenses. The Client shall not reimburse the Agency or the Temporary Worker for any expenses, unless such expenses are mutually agreed and specified in the applicable Statement of Work. When specified in the applicable Statement of Work, the Client will pay actual and reasonable, pre-approved travel and related expenses incurred by the Temporary Worker, but only in accordance with the Client’s then-current travel and expense policies. The Client is under no obligation to make payment against expenses that were approved by the Client more than three (3) months prior to submission of the applicable invoice by the Agency.

7.5 Taxes. The Agency shall be solely responsible and liable for any employment-related taxes, insurance premiums, social security withholdings or other employment benefits arising from the Assignment. Neither Agency nor the Temporary Worker will be eligible for any benefits (including, without limitation, stock options, health insurance or retirement benefits) normally provided by the Client to its employees. Temporary Worker shall perform services on behalf of the Client in the capacity of a temporary employee, and not as an employee, independent Temporary Worker, partner, agent or joint venture partner. The Client shall not be responsible for the payment of any duties or taxes imposed on the income or profits of Temporary Worker.

8. Termination

This Agreement remains in effect until terminated in accordance with this section. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). The Client may terminate this Agreement or any Statement of Work, with immediate effect, at any time for any reason. All Assignments will terminate (without the requirement for any separate notice from either party) on the date that this Agreement terminates.

9. Confidential Information

Other than in the performance of the Agreement, the Agency shall not use or disclose to any person or entity any Confidential Information (as defined below) of the Client (whether in written, oral, electronic or other form), which is obtained from the Client or otherwise prepared or discovered either in the performance of this Agreement, through access to Systems (as defined below), or while on the Client’s premises. “Confidential Information” shall include, without limitation, all Deliverables, all information designated by the Client as confidential, all information or data concerning or related to the Client’s products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), processes, or general business operations (including sales, costs, profits, pricing methods, organization, and employee and customer lists), and any information of the foregoing nature received from the Client related to the Client’s customers or clients, which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary. The provisions of this section relating to use and disclosure shall not apply to any information that: (i) is rightfully known to the Agency prior to disclosure by the Client, (ii) is rightfully obtained by the Agency from any third party without restrictions on disclosure, (iii) is or becomes available to the public without restrictions; or (iv) is disclosed by the Agency with the prior written approval of the Client. The Agency warrants and represents that each Temporary Worker has been informed of the obligations contained herein and has agreed to be bound by them. This obligations set forth in this section shall survive any expiration of termination of this Agreement. The Agency shall ensure that each Temporary Worker will execute any confidentiality or inventions assignment agreement that the Client may require, including, without limitation, the Confidentiality, Inventions Assignment and Temporary Employment Agreement attached hereto as Appendix A.

10. Indemnification

10.1 Indemnity. Agency will defend, indemnify and hold harmless the Client, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to:

(a) any breach or alleged breach of any representation, warranty or other provision of this Agreement by Agency or a Temporary Worker;

(b) any infringement or alleged infringement by Agency or a Temporary Worker, the Services or any Deliverable of any third-party intellectual property rights;

(c) any personal injury or property damage caused by the negligence or willful misconduct of the Agency or a Temporary Worker;

(d) any income tax or other taxation obligations where such liability, assessment, or claim arises or is made in connection with payments made by the Client in respect of any Temporary Worker while provided as such by the Agency to the Client;

(e) any such Temporary Worker having at any time claimed or being held or deemed to have been an employee of the Client or been otherwise engaged directly by the Client including any claim for wrongful or unfair dismissal or redundancy payment,

(each a “Claim”).

10.2 Claims. The Client shall give the Agency written notice of any such Claim and the Client shall have the right to participate in the defense of any such Claim at its expense. In no event shall the Agency settle any Claim without the Client’s written consent (which consent shall not be unreasonably withheld). From the date of written notice from the Client to Agency of any such Claim, the Client shall have the right to withhold from any payments due to the Agency under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for the Agency’s obligations under this section.

11. Limitation of Liability

EXCEPT FOR AN INDEMNIFICATION CLAIM, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE CLIENT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES DUE TO BE PAID TO THE AGENCY UNDER THIS AGREEMENT.

12. Insurance

The Agency is solely responsible for maintaining industry-standard and adequate health, automobile, workers’ compensation, unemployment compensation, disability, liability, and any other type of insurance required by law, as well as insurance required by the Client or any of Client’s end-customers (if applicable). Upon execution of this Agreement, the Agency shall provide the Client with certificates of insurance evidencing the above coverage, before commencing performance under this Agreement, and the Agency shall provide any updates thereof as they become available. The Agency shall provide thirty (30) days prior notice to the Client of any changes or cancellation of its insurance policies. The Agency shall additionally provide adequate coverage for any Client property under the care, custody or control of the Agency or Temporary Worker.

13. Government Contractor.

13.1 Records. the Client is a government contractor and is required to maintain applicant records according to applicable federal and state regulations. The Client requires vendors assisting in the recruitment, screening, selection and hiring of Client employees and contractors to provide appropriate applicant records. The Agency will provide detailed applicant flow logs regarding each requisition where a search was performed on behalf of the Client, regardless if the requisition was filled by the Agency. Such records will include but are not limited to application date/name, requisition title, gender, race, disability status, protected veteran status and disposition reason.

13.2 Government Contracts. To the extent the Client informs the Agency that the Temporary Worker will perform work under a government contract or subcontract, the Agency will (1) comply with any obligations in the government contract or subcontract relating to wages instructed by the Client, and (2) initiate E-Verify verification procedures for such Temporary Worker upon request of the Client.

14. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Notwithstanding the foregoing, the Client may assign this Agreement to an entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or part of the voting securities or assets of the Client. The Agency will keep and maintain complete and accurate records in connection with its performance of the Services and all fees charged to the Client under this Agreement and will retain these records for at least three (3) years after the amounts documented in these records become due. The Client may audit such records during regular business hours upon reasonable advance notice and subject to reasonable confidentiality procedures not more than twice per year. Neither party shall publicize or disclose the existence or terms of this Agreement to any third party without the prior written consent of the other, except as may be required by law. In particular, no press releases shall be made without the mutual written consent of each party. Any notice or consent under this Agreement will be in writing to the address or email address specified below within the signature block. The terms and conditions of this Agreement are subject to change without prior notice and are effective upon any such update. For the duration of this Agreement and for thirty-six (36) months after, the Agency will not solicit, hire or staff (for itself or any third party) any persons employed by the Client, whether or not such resource had direct interaction with the Agency under this Agreement. This restriction includes, but is not limited to any employee, subcontractor, or agent of the Client. No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of California, without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to this Agreement shall be the San Francisco County courts and both parties hereby submit to the personal jurisdiction of such courts. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event that the Client loans a Temporary Worker any equipment during the course of its engagement, the Agency shall be responsible for the Temporary Worker’s return of such equipment in the same condition in which the Temporary Worker received it. Such equipment will be loaned as is with all faults. The Client reserves the right to charge the Agency on behalf of a Temporary Worker for any damage it finds, beyond normal wear and tear.