Additional Terms: Local Employer of Record

If at any time Client engages HireGlobal LLC ( “HireGlobal”) to provide Local Employer of Record ( “L-EOR”) services whereby HireGlobal will engage a third party (“L-EOR Vendor”) to act as the employer for a Workforce Member, the following terms ( “Additional Terms”) will apply in addition to any other agreements between the parties, including but not limited to the HireGlobal Services Agreement (“Agreement”). All capitalized terms within these Additional Terms shall have the meanings assigned to them in the Agreement.

1. Payments

1.1 Client agrees to make all payments as outlined in an Order Form or as designated in these Additional Terms.

1.2 Client Deposit. Client may be required to deposit a fee for each Workforce Member, which may be refunded if there are remaining funds after HireGlobal receives full payment of all invoices.

1.3 End of Service Compensation Accrual. If Workforce Member is engaged as an employee, there may be accruals required of Client for compensation payments to Workforce Member.

1.4 Changes in Service Fees. L-EOR Vendors may change pricing for service fees with thirty (30) days’ notice.

1.5 Suspension of Services. L-EOR services may be suspended if payments are not timely paid.

1.6 Employment Fees.

1.6.1 Client understands and agrees that Client will not make any direct payments to any Workforce Member. Any reimbursements for Workforce Member's expenses will be made by the L-EOR Vendor with approval by Client;

1.6.2 Employment fees may include

1.6.2.1 All costs and expenses, including losses, damages, fines, penalties, settlements, and reasonable legal fees, incurred in connection with the L-EOR services (including any costs or expenses related to employment claims;

1.6.2.2 Applicable indirect taxes Client is responsible for paying (such as VAT, GST, consumption tax, stamp tax, or sales tax); and

1.6.2.3 Any other fees, costs, or charges agreed to by Client.

2. Responsibilities and Obligations of Client. Client is responsible for:

2.1 Agreeing that L-EOR Vendor is a third party vendor of HireGlobal and will be used to provide the L-EOR services (and other consulting services, if applicable and agreed);

2.2 Compliance with all laws and regulations applicable to the Workforce Member’s work for Client, including but not limited to the Project;

2.3 Providing HireGlobal and/or L-EOR Vendor accurate information to allow L-EOR Vendor to provide Client L-EOR services (including, but not limited to, paid time off, holiday balances, hours worked, overtime, and sick leave);

2.4 Management of its daily relationship with the Workforce Member during the L-EOR and in order for Client to conduct its relevant business (“Project”);

2.5 Provision and maintenance of a safe work environment at all times, including compliance with occupational health and safety requirements, as well as obtainment and maintenance of necessary insurance policies and licenses relevant to Client’s business and activities;

2.6 Fair treatment of Workforce Member(s);

2.7 Provision of a defined Project scope and such additional information and resources as reasonably required for the proper execution of the services by the Workforce Member; and

2.8 The timely payment of all additional fees and costs described in the Agreement, the Order Form or any other method of order, including, but not limited to, any “Termination Costs”, defined as any payment required under applicable law, legal fee, loss, damage, liability, cost, charge, and/or expense (including any costs of enforcement) arising from a termination of any assignment or Project.

3. Policies.

Client will adhere to guidance and/or policies provided by HireGlobal or the L-EOR Vendor at all times. If at any time additional terms are requested by L-EOR vendor due to the jurisdiction of a Workforce Member, Client agrees to promptly execute and comply with such additional terms.

4. Cooperation.

Client agrees to fully cooperate with HireGlobal and the L-EOR Vendor, including as is required for properly executing the Project or as necessary to provide the L-EOR services, providing notices on any changes that impact services, and terminating any relevant Project/Order Form or engagement (and minimizing all associated risks related thereto) if requested or required by law.

5. Commencement of Services.

Client will not request any services or work on the Project to be rendered by any Workforce Member prior the Workforce Member’s commencement date through the L-EOR Vendor, as agreed between Client and HireGlobal (“Commencement Date”). Should the Client directly request the Workforce Member to provide services prior to the Commencement Date and without the L-EOR Vendor’s and HireGlobal’s prior consent, Client will assume full responsibility for any claims, demands, or damages that may arise as a result from any work prior to the Commencement Date.

6. Indemnification.

Client shall fully indemnify, defend and hold both the L-EOR Vendor and HireGlobal, and their respective affiliates, officers, directors, employees, members, agents, and other representatives harmless from and against any and all claims that a) the Workforce Member’s Project infringes on the intellectual property rights of a third party; b) from claims resulting from (in addition to breach/omission) the Client’s commercial activities or legal entities within the jurisdiction where the L-EOR services are performed; c) Client’s misuse of such services; and d) Client’s breach of Client’s obligations under the Additional Terms, including Client’s breach of Section 7 (Permanent Establishment).

7. Permanent Local Establishment.

Any permanent local establishment risk or liability affecting Client in the country or state from where the L-EOR services are being provided to Client shall be exclusively Client’s responsibility.

8. Liability Exclusions.

HireGlobal will not be liable to Client for claims, losses, penalties or negative consequences that result from:

8.1 A Workforce Member’s failure to have the applicable certifications, qualifications, insurance policies, or other professional qualifications necessary to provide Client with the Project or other services from the Workforce Member;

8.2 Any agreements or policies directly between Client and a Workforce Member; or

8.3 An authoritative governmental body determining, despite these Additional Terms, that Client’s presence in a particular country amounts to a permanent establishment or a determination that a Workforce Member is also an employee of Client.