Client Agreement

This Agreement (“Agreement”) is between You & Your Company (collectively herein referred to as CLIENT) 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 web portal www.SkillGalaxy.com and its sub-domain(s).
· CLIENT is a company interested in hiring professionals from SKILLGALAXY on contract or permanent basis.

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

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 .

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

CLIENT agrees to provide documents requested by SKILLGALAXY to verify legal status and financial status of CLIENT.

CLIENT agrees to provide access only to authorized additional users of CLIENT.

Standard of Services
CLIENT shall open its requisitions for permanent and/or contract professionals at the portal www.SkillGalaxy.com to seek candidates from registered SKILLGALAXY suppliers. CLIENT shall open job requisitions within its own company and agrees not the open requisition from third parties. CLIENT shall provide the sufficient job details such as, and not limited to nature of job, responsibilities, work location, compensation information and information that may be necessary to have complete understanding of the job being posted by CLIENT.

It is understood that SKILLGALAXY shall not screen candidates submitted by SKILLGALAXY registered suppliers and entire responsibility of screening candidates, interview and any other methods to find the best fit of candidates shall rest upon CLIENT. The responsibility of conducting background checks, drug tests, employment authorization verification and/or any other checks shall rest upon the CLIENT before hiring any candidates through SKILLGALAXY on a permanent basis. SKILLGALAXY or its Supplier however shall conduct background investigation and drug tests before providing services of a Temporary Contractor through SKILLGALAXY.

Compensation of services for Permanent Hire
CLIENT agrees to pay, upon a successful hire, the hiring fee posted at the time of opening a requisition by CLIENT for hiring permanent candidate. Such hiring fee shall be due on the start date of candidate.

Compensation of services for Temporary Hire
CLIENT agrees to pay, upon a successful hire, the agreed fee at the time of hire of a temporary contractor. CLIENT agrees to approve time entered by candidates at SKILLGALAXY on a weekly basis. SKILLGALAXY shall invoice CLIENT based on the time approved and agreed fees. CLIENT also agrees to pay any approved expenses such as, and not limited to, air-fare, travel, accommodation, and per-diem.

Confidentiality
SKILLGALAXY understands that, during the services performed by consultants for CLIENT, SKILLGALAXY shall become aware of CLIENT’s trade secrets and other confidential information. SKILLGALAXY, 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 technology, technical data, products, patients, copyrights, research and development programs, legal and marketing data and other technical and business information. SKILLGALAXY agrees not to disclose any such information to any third party and utilize the information only for purpose of providing services to the CLIENT. SKILLGALAXY allows CLIENT to sign non-disclosure agreements with the hired candidate(s).

Terms of Engagement
a) This agreement shall be effective as of date CLIENT registers at SKILLGALAXY and shall remain in force during any and all periods for which the SKILLGALAXY provides services to CLIENT. SKILLGALAXY however reserves the right to terminate the agreement with or without reason. SKILLGALAXY also reserves the right to terminate account login of CLIENT.
b) CLIENT shall have the right to terminate this agreement by giving 15 days notice to SKILLGALAXY.
c) CLIENT shall also owe and agrees to pay fee due for any services provided by SKILLGALAXY upon termination of this agreement.

Indemnification
SKILLGALAXY agrees that its temporary contractors shall not be entitled to any benefits provided or rights guaranteed by 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 CLIENT will make no deductions for fees paid to SKILLGALAXY 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.

General Provisions
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.

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.

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.

Enforcement of Agreement
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. 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. All notices pertaining to this contract shall be sent to address designated by the parties in writing.

Non-Hire/Employment
Both parties agrees not to solicit or hire other party’s employees or consultants which gets introduced to other party during the course of providing services and 1 year thereafter.

NO DIRECT CONTACT with SKILLGALAXY Suppliers
CLIENT agrees not to directly contact the SKILLGALAXY suppliers or the candidates that are presented through SKILLGALAXY on their requisitions. CLIENT shall make all correspondence with candidates or suppliers through the SKILLGALAXY application or shall contact SKILLGALAXY authorized representatives.

Payment of Services for Temporary Contractors
CLIENT agrees to pay SKILLGALAXY within 15 days from the date of receipt of invoice from the SKILLGALAXY. Invoice for shall be raised every two weeks based on the time worked by temporary contractors provided by SKILLGALAXY on the CLIENT engagement.

Payment of Services for Permanent Hire
CLIENT agrees to pay the hiring fee for hiring permanent candidate to SKILLGALAXY which shall be due at the date of candidate’s start.

Abuse
CLIENT 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, CLIENT 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. CLIENT agrees to enter only details required to provide information about their job requisitions.

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 CLIENT to periodically check the Agreement and SKILLGALAXY shall not be required to inform CLIENT 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.