This version of the agreement is valid for all contracts signed after 8/23/21.
These terms and conditions, together with the proposal prepared by WOVEN LEGAL and signed by WOVEN LEGAL and CLIENT, create the WOVEN LEGAL STAFFING AGREEMENT. Any modifications to the terms below made in the proposal take precedence over the terms and conditions below.
WOVEN LEGAL’s Duties and Responsibilities
WOVEN LEGAL will:
- Recruit, screen, interview, train, and assign an independent contractor to perform the type of work described in your proposal on a virtual, hourly basis under CLIENT’s supervision;
- Pay the independent contractor’s invoice, track payments for tax purposes, and provide the independent contractor with the necessary tax paperwork in a timely fashion;
- Require the independent contractor to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT; and
- Require the independent contractor to sign confidentiality agreements and receive training in legal ethics before they begin their assignments to CLIENT.
CLIENT’s Duties and Responsibilities
- Properly supervise independent contractor performing its work and be responsible for its business operations, products, services, and intellectual property;
- Properly supervise, control, and safeguard its premises, processes, or systems, and not entrust independent contractor with cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without WOVEN LEGAL’s express prior written approval or as strictly required by the job description provided to WOVEN LEGAL;
- Not change independent contractor’s job duties without first notifying WOVEN LEGAL. Significant changes in hours of time or out-of-scope duties may require a new contract;
- Provide independent contractor with any login information and specialized software necessary for them to complete their job; and
- Exclude independent contractor from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to compensation or benefits.
Payment Terms, Bill Rates, and Fees
- CLIENT will pay WOVEN LEGAL for its performance at the rates set forth in the proposal document and will also pay any additional costs or fees set forth in this Agreement. WOVEN LEGAL will invoice CLIENT for services provided under this Agreement on a monthly basis, though the first month’s fee may be prorated to cover a partial month. Any initial costs indicated in the Agreement will be due upon signing. Payment is due on receipt of invoice via credit card or other electronic payment method. Independent contractor will be responsible for providing time sheets or other agreed documentation of time worked to CLIENT. WOVEN LEGAL bills on a monthly basis for the amount to be worked. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion promptly. Please Note: Rates indicated in the proposal are only valid for thirty (30) days from the date the proposal was sent to CLIENT.
- Independent Contractor is presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work. WOVEN LEGAL will charge CLIENT special rates for premium work time only when an Independent Contractor’s work on assignment to CLIENT, viewed by itself, would legally require premium pay and CLIENT has authorized, directed, or allowed the Independent Contractor to work such premium work time. CLIENT’s special billing rate for premium hours will be the same multiple of the regular billing rate as WOVEN LEGAL is required to apply to the independent contractor’s regular pay rate. (For example, when state and federal law requires 150% of pay for work exceeding 40 hours in a week, CLIENT will be billed at 150% of the regular bill rate.)
- If CLIENT uses the services of the independent contractor directly or through any person or firm other than WOVEN LEGAL during or within 1 year after any assignment of the Independent Contractor to CLIENT from WOVEN LEGAL, CLIENT must notify WOVEN LEGAL and pay WOVEN LEGAL a fee in the amount of $10,000.
- Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of CLIENT’s confidential information will be imputed to WOVEN LEGAL as a result of Independent Contractor’s access to such information.
- The parties agree to cooperate fully and aid the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve the Independent Contractor.
Indemnification and Limitation of Liability
- To the extent permitted by law, WOVEN LEGAL will defend, indemnify, and hold CLIENT and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by WOVEN LEGAL’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful misconduct of WOVEN LEGAL or WOVEN LEGAL’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
- To the extent permitted by law, CLIENT will defend, indemnify, and hold WOVEN LEGAL and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CLIENT’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of CLIENT or CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
- Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.
- As a condition precedent to indemnification, the party seeking indemnification will inform the other party within 5 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.
- At CLIENT’s expense, WOVEN LEGAL will perform appropriate background/qualification checks for all contractors which it selects for assignment to CLIENT and will not assign unqualified personnel to CLIENT.
- WOVEN LEGAL is committed to providing an Independent Contractor that WOVEN LEGAL recruits and assigns to CLIENT who has the background and qualifications necessary to perform the work requested. If CLIENT finds any Independent Contractor’s qualifications or general work-related behavior lacking and lets WOVEN LEGAL know within 30 days, WOVEN LEGAL will make reasonable efforts to replace the assigned Contractor immediately.
- CLIENT and WOVEN LEGAL agree not to directly or indirectly employ or otherwise engage any staff of the other party during the term of this Agreement and for a period of one year thereafter without the prior written consent of the other party.
Nature of Relationship
- The services that WOVEN LEGAL will render to CLIENT under this Agreement will be as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of principal and agent, or employer and employee, between WOVEN LEGAL and CLIENT.
Term and Termination
- The Client will engage WOVEN LEGAL for services commencing on the effective date of this Agreement. This contract is for a month-to-month engagement and will automatically renew each month. Any fees collected will not be refunded. In the unlikely event of early termination, 50% of unpaid fees will be due upon termination. The parties agree that if the Client fails to make any payments when due (on or before the first of the month in which services are rendered), a late payment penalty of 5% of the unpaid amount will be immediately assessed against the non-paying party. WOVEN LEGAL reserves the right to suspend services for six days or more of non-payment.
- Annually, in January of each year, WOVEN LEGAL reserves the right to raise hourly rates and issue updated hourly rates for the year’s services.
- Should Client choose to terminate services with WOVEN LEGAL, thirty (30) days notice is required.
- Should the client choose to terminate this agreement and hire their current Contractor, the parties agree to enter into a separate termination agreement which includes the terms of a buy-out. Such payment will be made in full prior to the termination of this agreement and the Contractor’s employment with the Client. This clause will survive the termination of this agreement for one year.
- Provisions of this Agreement, which by their terms extend beyond the termination or non-renewal of this Agreement, will remain effective after termination or non-renewal.
- No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
- Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
- This Agreement and the signed proposal contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.
- The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
- The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
- CLIENT will not transfer or assign this Agreement without WOVEN LEGAL’s written consent.
- Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement.
- The parties hereto agree that any disputes or controversies relating to or arising out of this Agreement shall be resolved exclusively by arbitration and the dispute can be heard via the telephone or through video conference. This Agreement shall be governed by the laws of the state of Georgia and jurisdiction and venue is in Georgia state courts.
Authorized representatives of the parties have executed this Agreement on the proposal document to express the parties’ agreement to its terms.