Supplier Agreement

Terms and Agreement

This Agreement (“Agreement”) is between You and/or Your Company (collectively herein referred to as SUPPLIER) and Bitsoft International, Inc (and its website www.SkillGalaxy.com, herein after collectively referred to as SKILLGALAXY) with respective details as shown below

· SKILLGALAXY is a company that provides staffing services through its portal www.SkillGalaxy.com, its sub-domain(s) and utilizes services of third parties.
· SUPPLIER is a company or an individual registered as a COMPANY or INDEPENDENT RECRUITER at SKILLGALAXY and is interested in providing candidate search and contract services through its candidates.

SUPPLIER agrees for the following and under the terms:

Authorized Representative

This website and its use are intended for person with age of 18 years or older.

If you are registered as a Company, you agree that you are authorized representative of your Company and have authority to bind your Company in agreement as an authorized representative of your company. You further agree that your company is a registered company within United States of America and is authorized to receive payments for services.

If you are registered as an Independent Recruiter, you acknowledge that you are legally eligible to receive payment for providing search services.

You agree that you are a person with valid physical address in United States of America .

SUPPLIER agrees to provide documents requested by SKILLGALAXY to verify legal status of SUPPLIER.

SERVICES

Upon registration with SKILLGALAXY as a SUPPLIER, you shall have opportunity to search requisitions opened by SKILLGALAXY registered Clients and present candidates on the requisitions. SUPPLIER may not be able to view certain or all the requisitions within the system depending upon Client preferences or the profile entered by the SUPPLIER.

Standard of Service/Performance

SUPPLIER agrees to follow the Client’s policies, if any, in order to avoid being disruptive of Client’s personnel, systems, procedures and working environment. SUPPLIER represents that its candidates possess the training, skills and expertise necessary to perform the consulting services required by this agreement in a competent and professional manner. SUPPLIER agrees that they have screened the candidates before presenting at SKILLGALAXY and find them a good match. SUPPLIER agrees that its consultants shall use their knowledge, expertise and skills to complete the project professionally and in time. SUPPLIER further agrees to provide SKILLGALAXY only the candidates who are authorized to work in US and have valid immigration document to work legally in US on the assignments provided by SKILLGALAXY. SKILLGALAXY assumes no liability of any candidates provided by SUPPLIER who do not have valid work permit.

Compensation of Services for Temporary Contractors

SKILLGALAXY shall pay SUPPLIER service fee as mentioned and agreed in the Annexure A (Purchase Order) for the services rendered by temporary contractor hereunder to SKILLGALAXY’s Client and approved and agreed by the SKILLGALAXY’s Client. Neither SUPPLIER nor its contractor shall be entitled to any benefit from SKILLGALAXY or its Client other than that mentioned in the Annexure A (Purchase Order) or not approved by SKILLGALAXY’s Client. SKILLGALAXY shall deduct a fee as mentioned on www.SkillGalaxy.com on any or all payments made to SUPPLIER excluding payments for travel related expenses of candidates. SKILLGALAXY shall pay SUPPLIER within 2 weeks from the date of receipt of payments, based on time and expenses approved at SKILLGALAXY, from the SKILLGALAXY Client where services are performed.

Performance Guarantee on Temporary Contractors

SUPPLIER agrees not to charge for services or expenses related to services provided by a contractor if the contractor was rolled off by the SKILLGALAXY Client due to performance reasons, within 2 weeks from date of start on a contract with duration of 6 months or greater. Similarly, SUPPLIER agrees to provide a performance guarantee of 1 week for contract duration between 3 and 6 months and performance guarantee of 2 working days for contract duration that is less than 3 months.

Compensation of Services for Permanent Candidates

SKILLGALAXY shall pay SUPPLIER service fee as mentioned on the job requisitions and paid by the SKILLGALAXY Client for permanent placements. SKILLGALAXY shall deduct a fee as mentioned on www.SkillGalaxy.com on any or all payments made to SUPPLIER excluding payments for travel related expenses of candidates. SKILLGALAXY shall pay SUPPLIER after completion of 60 days from the date of start of the candidate by Client or after completion of 60 days from date of receipt of payment from SKILLGALAXY Client, whichever later. SKILLGALAXY shall not owe a placement fee to SUPPLIER in the event SKILLGALAXY does not receive payments from SKILLGALAXY Client or if SKILLGALAXY refunds the fee to Client under 60 days 100% money back guarantee as mentioned on this Agreement.

Performance Guarantee on Permanent Candidates

SUPPLIER agrees not to charge for services related to search services provided if a candidate is rolled off by SKILLGALAXY Client for to performance reasons, within 60 days from date of candidate’s start or in the event candidate voluntarily terminates his/her employment with SKILLGALAXY Client within 60 days from date of candidate’s start at the Client.

Invoicing

Invoices shall be generated electronically at SKILLGALAXY web portal based on the approved time and expense sheets by SKILLGALAXY Client. SUPPLIER shall not be required to send invoice to SKILLGALAXY. The responsibility of checking of accuracy of timesheets, expense sheets and invoices shall rest upon the SUPPLIER.

Insurance

If SUPPLIER has registered as an Independent Recruiter at SKILLGALAXY, SUPPLIER agrees to obtain insurance for itself, sufficient enough to cover their risks and damages.

If SUPPLIER is registered as a Company, it will obtain, before providing services, for itself, and it’s personnel, at its own expense, comprehensive General Liability (“GL”) insurance coverage for projects covered by this agreement for limit no less than $500,000 and (if available under state law) Worker’s compensation coverage with limit of no less than $500,000 and will name SKILLGALAXY as an Additional Insured. SUPPLIER agrees to provide a copy of the binder and policy or a certificate of insurance to SKILLGALAXY and hold SKILLGALAXY harmless for any damages or expenses, including attorney’s fees incurred as a result of misconduct of SUPPLIER or it’s personnel involving SKILLGALAXY, Client or any customer or Client of SKILLGALAXY. SUPPLIER will also provide Employee Dishonesty Coverage under a Crime Policy or Fidelity Bond, with limits of at least $1,000,000 for each occurrence, including loss to customer covering all SUPPLIER consultants performing services to SKILLGALAXY and SKILLGALAXY’s Client. SUPPLIER will also provide coverage for Professional Liability (Errors and Omissions) insurance, with limit of at least $1,000,000 for each occurrence.

Confidentiality

SUPPLIER understands that, during the services performed by consultants for SKILLGALAXY’s Client, Consultants and SUPPLIER shall become aware of Client’s trade secrets and other confidential information. SUPPLIER, understands that such trade secrets and confidential information shall include all past, present and/or future plans, provisions, designs, forms, formats, procedures, methods and other information relating to Client’s technology, technical data, products, patients, copyrights, research and development programs, legal and marketing data and other technical and business information. SUPPLIER agrees not to use such information for any other purpose but to accomplish the project. SUPPLIER agrees that its Consultants shall, in no manner, reveal or disseminate such information to any third party.

Terms of Engagement

a) This agreement shall be effective as of date first set forth above and shall remain in force during any and all the periods for which the SUPPLIER provides services to SKILLGALAXY and its Clients.
b) SKILLGALAXY reserves the right to cancel this agreement anytime, with or without reason.
c) The anticipated completion dates set forth in Annexure A above may be modified and also extended, if it is discovered that the project time for the project was insufficient. SUPPLIER agrees to continue providing services through the revised completion date. SKILLGALAXY will be required to notify the extension of the contract.
d) SUPPLIER agrees to provide all the technical and personnel management needed by its consultants during the course of the assignment and required by the Client.
e) SUPPLIER understands and agrees that its consultants may be required to cease working due to Client’s determination of consultant’s lack of satisfactory performance or a termination of the Client’s project or some unforeseen circumstances. It is agreed that SKILLGALAXY has no control over their Client’s decision of terminating and extending a project and will not liable for any fees in the event Client terminates the a Consultant or a project.
f) So long as Consultant assigned to SKILLGALAXY or its Client remains an employee or consultant of SUPPLIER, SUPPLIER will not remove any such person assigned to perform services until the completion of services as mentioned on the Purchase Order.
g) Either party can terminate the agreement/ Purchase Order (Annexure A) at any time with or without reason by providing two weeks written notice to the other party.
h) SUPPLIER agrees to inform SKILLGALAXY immediately if the Consultant presented to SKILLGALAXY for prospective projects and interviews become unavailable.
i) SUPPLIER agrees not to increase rate of a Consultant unless such rate increase is agreed in writing by SKILLGALAXY Client.

Indemnification

SUPPLIER, agrees that neither its consultants nor any of its personnel is entitled to any benefits provided or rights guaranteed by SKILLGALAXY or its Client, or by operation of law to their respective employees, including but not limited to group insurance, liability insurance, disability insurance, paid vacation, sick leave or other leave, retirement plans, health plans, premium overtime pay and the like. It is understood and agreed that SKILLGALAXY will make no deductions for fees paid to SUPPLIER for any federal or state taxes or FICA, FUTA, SDI, SUI, Income tax withholdings or other payments related to its consultants and shall not provide Workers compensation coverage. SUPPLIER agrees to pay all the necessary federal or state taxes or FICA, FUTA, SDI, SUI, Income tax withholdings or other payments related to its consultants.

General Provisions

a) This agreement is a professional services agreement and the performance of any obligation hereunder may not be assigned, delegated or otherwise transferred by either party.
b) If any of the provisions of this agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this agreement, and all provisions not affected by such invalidity shall remain in full force and effect.
c) The waiver by either party of a breach or default in any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
d) This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or Oral, relating to the same subject matter. No modification, amendments or supplements to this agreement shall be effective for any purpose unless in writing, signed by either party.

Governing Law

This Agreement and any disputes arising out of or in connection with this agreement shall be governed by and construed and in accordance with the laws of State of Illinois , excluding its rules governing conflicts of laws, without giving effect to the choice of law principles thereof. The Federal and state courts within the state of Illinois shall have exclusive jurisdiction to adjudicate any disputes arising out of or in connection with this agreement.

Non Compete with SKILLGALAXY Client / Staff

SUPPLIER shall not arrange for services with the SKILLGALAXY’ s Client(s), through itself, subsidiaries or partner companies, where the service have been provided by SUPPLIER under the agreement, for a period of one year following the completion date of the project as mentioned in the specific Purchase Order for that project.

The above restrictions will not be applicable to the Client where SUPPLIER has already existing business relationship and it is restricted only to division/position and not to the entire Client.

SUPPLIER agrees that (s)he will not influence or jeopardize SKILLGALAXY relationship with SKILLGALAXY Clients or SKILLGALAXY consultants (s)he comes across via assignment or take any action that may hurt SKILLGALAXY’s relations with its Client.

SUPPLIER understands that SUPPLIER comes across information regarding SKILLGALAXY’s Client through job postings, interviews, projects and introduction of SUPPLIER Candidate to SKILLGALAXY’s Clients. SUPPLIER agrees not to contact SKILLGALAXY Client directly. SUPPLIER further agrees not to make use of such information and, attempt to, or provide service to SKILLGALAXY’s Client, directly or indirectly, or through any of the sister concerns. SUPPLIER agrees to pay liquidated damages in case of a breach.

Client for the purpose of this agreement shall mean the SKILLGALAXY Client introduced to the SUPPLIER and Client’s subsidiaries, sister companies, successors and assigns.

Verification of Client Status

The responsibility of finding the financial standing of the companies for whom service shall be provided shall solely rest upon SUPPLIER. By submitting a candidate and/or by approving a work order at SKILLGALAXY, SUPPLIER acknowledges that SUPPLIER has done sufficient research about the Client prior to rendering service through SKILLGALAXY. SUPPLIER agrees to hold SKILLGALAXY harmless for any non-payments by SKILLGALAXY Client to SKILLGALAXY for reason such as, and not limited to bankruptcy.

Non Hire/Employment

SKILLGALAXY agrees not to directly employ any employee of SUPPLIER hired by SKILLGALAXY for its Client during the term of his/her assignment with SKILLGALAXY and for a period of one year thereafter. SUPPLIER agrees not to hire any employees of SKILLGALAXY for a period of 1 year from the termination of this contract.

SUPPLIER agrees that it will allow SKILLGALAXY to sign non-competition and non-disclosure agreements of SKILLGALAXY and its Clients with their candidates.

SKILLGALAXY shall not be responsible for candidates hired directly by Client companies. SUPPLIER shall be responsible for signing any required non-competition agreements with the presented candidates.

Limitation of Liability

NEITHER SKILLGALAXY NOR ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, ADVERTISERS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR CONTENT CONTAINED ON THE SITE, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT CONTAINED WITHIN THE SITE IS TO STOP USING THE SITE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, ERRORS, MALFUNCTION OR OTHERWISE) SHALL BE 5% OF THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE.

Abuse

SUPPLIER agrees to use the services provided at SKILLGALAXY in a responsible manner and not abuse the system by entering inappropriate information in the SKILLGALAXY website. Under no circumstances, SUPPLIER shall enter information, including and not limited to, text, language, signs, graphics, video, and/or webpage links that may be not appropriate or that may offend other users of the site.

Supplier agrees not to disclose its contact information to SKILLGALAXY Client via resume or via any other form that may reveal their identity to SKILLGALAXY Client.

Agreement Updates

The Terms of this Agreement may be updated anytime by SKILLGALAXY and shall be a binding to both parties. It shall be responsibility of the SUPPLIER to periodically check the Agreement and SKILLGALAXY shall not be required to inform SUPPLIER about the changes in Agreement. A copy of this Agreement can be found at website www.SkillGalaxy.com or a copy can be requested by sending email at info@SkillGalaxy.com.

No liability shall result to either party from delay of performance or non-performance caused by circumstances beyond the control of the non-performing party.

Waiver of Jury Trial

EACH OF THE PARTIES HEREBY IRREVOCABLE WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ACTION, PROCEEDING OR COUNTERCLAIM (WHERE IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE) RELATING TO THIS AGREEMENT.

No liability shall result to either party from delay of performance or non-performance caused by circumstances beyond the control of the non-performing party.