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6. Upon request, provide Kelly with Information In Its possession relating to any Assigned Employee, Including, but not
<br />limited to, Customer timekeeping systems or other records,
<br />7. Be responsible for the conduct of Its own officers, employees, and agents; and
<br />8. Comply with duties imposed on the recipient of staffing services by law, rule, or regulation, including:
<br />a) providing Assigned Employees with suitable seating where required by law,
<br />b) providing Kelly with adequate information regarding work by any Assigned Employee that is subject to the Service
<br />Contract Act; and,
<br />c) using a timekeeping system that (i) complies with applicable federal and state legal requirements and (ii)
<br />accurately records in and out times and unpaid breaks of the Assigned Employees,
<br />4. Insurance Including Workers' Compensation Coverage, Kelly will maintain during the term of this Agreement at least the
<br />following types and limits of Insurance or other coverage:
<br />A. Workers' compensation on the Assigned Employees, In amounts no less than required by law;
<br />B, Employer's liability insurance with a limit of $1,000,000;
<br />C. Commercial automobile liability Insurance with a $1,000,000 combined single limit on vehicles owned, leased, or rented by Kelly;
<br />D. Commercial General Liability insurance, including bodily Injury, contractual liability, and property damage, with a
<br />$1,000,000 combined single limit per occurrence; and
<br />E. Commercial blanket bond/ (Crime/Fidelity bond) with limits of $3,000,000 per occurrence.
<br />Kelly will provide Customer with certificates of this insurance coverage, upon request.
<br />S. Billing.
<br />A. Invoices. Kelly will Invoice Customer each week for all "Hours Worked" (as defined by the Fair Labor Standards Act of
<br />1938 and applicable state law) by Assigned Employees at agreed-upon hourly bill rates, Exhibit A lists the rates Kelly will
<br />invoice Customer (and any reimbursable expenses). If the Customer's rates are not set out in Exhibit A, Kelly and
<br />Customer will agree on rates at the time of an order, which Kelly will record electronically In its systems. Kelly will add to
<br />Customer's invoices as a separate line Item: i) any sales or use taxes that apply; and, ii) all costs and administrative fees
<br />associated with required background and drug screening. The services billed may be provided by Kelly Services Global,
<br />LLC or Kelly Services USA, LLC, affiliates of Kelly, or third -party staffing providers (collectively, "Staffing Providers"). Kelly
<br />Is acting solely as a collection agent on behalf of the Staffing Providers in such cases and bears no liability, except as that
<br />of collection agent to the Staffing Providers or their customers. Under the reimbursement arrangement between Kelly and
<br />Customer, Customer will reimburse Kelly for expenses of Assigned Employees, including meals and entertainment subject
<br />to the fifty percent (50%) deduction limitation of Internal Revenue Code Section 274(n), and Customer is subject to the
<br />limitation of Code Section 274(n).
<br />B, Adjustments. Upon thirty (30) days' prior written notice, Customer agrees that pricing will be adjusted by Kelly annually and,
<br />additionally, to reflect increases In wage and related tax, benefit and other costs as the result of any legislative change,
<br />agency guidance or determination, order or action, by or under any applicable governmental authority, insurance or benefit
<br />program (Including but not limited to, increases in costs for Kelly to comply with the provisions of recent laws or related
<br />guidance). Adjustments will be applied as of the effective date of the increased tax, benefit, or cost. Kelly will also adjust
<br />pricing for changes in sales, use, or gross receipts taxes. Such Increases will be applied retroactively, If necessary. In
<br />addition, Customer agrees to be responsible for any adjustments to wages or benefits required relating to work performed
<br />subject to the Service Contract Act.
<br />C. Overtime. Assigned Employees are presumed to be "nonexempt" employees— Kelly will pay overtime premiums (and bill
<br />Customer accordingly) in accordance with federal and state law and for additional overtime premiums requested by
<br />Customer. Kelly will charge Customer overtime rates for all overtime hours Customer requires or permits the Assigned
<br />Employees to work. Unless listed in Exhibit A, overtime rates will be calculated by applying to Kelly's bill rate the same
<br />overtime multiple as Kelly is required to apply to the Assigned Employee's pay rate. Kelly only will classify Assigned
<br />Employees as "exempt" from overtime pay under the Fair Labor Standards Act of 1938 if: (1) the Customer requests that
<br />Kelly do so; (2) the Customer signs Kelly's Customer Exempt Request and Agreement; and, (3) Kelly determines that the
<br />exemption is valid under applicable law and regulations, subject to the Customer providing Kelly with complete and
<br />accurate information concerning the position.
<br />D. Record Of Time Worked. Customer agrees to review and approve (by signature or electronically) a record of time worked
<br />by Assigned Employees. If a Customer representative Is unavailable, Kelly's representative responsible for the Customer
<br />placement (or other Kelly representative authorized by Customer) may approve the record on Customer's behalf.
<br />6. Payment Terms. payment for services is due within 30 days of Customer's receipt of Kelly's Invoice.
<br />7. Conversion and Transition of Assigned Employees. Customer acknowledges that Kelly Incurs substantial expenses for
<br />recruiting, testing, training and retaining its Assigned Employees and Customer agrees to obtain the services of each Assigned
<br />Employee only through an order with Kelly. If Customer wishes to obtain the services of an Assigned Employee by hiring them (a
<br />"conversion'), or by placement, arrangement, or contract from another source (a "transition), Customer will compensate Kelly at
<br />the conversion rates in Exhibit A.
<br />8. Issue Resolution and Indemnification. Kelly and Customer expect to resolve any other issues that arise with respect to
<br />performance of this Agreement through business discussion and conciliation, In the unlikely event that resolution efforts are
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<br />Confidential to Kelly Services, Inc, and Customer
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