TERMS AND CONDITIONS

STOCKTON STAFFING GROUP CLIENTS

Payment Terms, Bill Rates, and Fees

1. LIFTING AGREEMENT: This addendum is added as part of the staffing/vendor agreement between Stockton Staffing Group, LLC and HACES “Client” and supersedes any and all indemnifications and disclaimers. Both parties agree that in the event of one the Stockton Staffing Group, LLC employees assigned to CLIENT is directed to the task of lifting more than (in excess of) 50 pounds, that he or she will be given assistance to perform a “team assisted lift”. IN the event that a task is assigned to the Stockton Staffing Group, LLC employee and no assistance is provided, CLIENT will hold Stockton Staffing Group, LLC harmless from any and all claims or injuries that occur in this circumstance. Stockton Staffing Group, LLC agrees to have all employees acknowledge that in the event they are directed to lift more than 50 pounds they will ask for assistance. CLIENT agrees to inform all CLIENT personnel directing the Stockton Staffing Group, LLC employees that in the event a Stockton Staffing Group, LLC employee is assigned to said task they will be given assistance.

2. Invoice shall be billed in a timely fashion when the service is rendered and is due and payable within 30 days Stockton shall charge interest of 12% per year on accounts over 15 days past due. Such interest shall accrue from and after the due date for payment as set forth in this paragraph. If, as a result of the failure to pay any sum payable to Stockton hereunder, Clients account is referred to an agency or attorney for collection, reasonable attorney’s fees and costs of collection shall be recoverable by Stockton, in addition to the amounts payable to Stockton hereunder.

a. Any increases during the term of this agreement due to any of the following; mutually agreed raises in wage,minimum wage, change in scope, addition/subtraction of labor, purchase of additional equipment or supplies not originally agreed upon or change in supply costs, will be negotiated as an agreement addendum.

b. This agreement is subject to an annual bill rate increase of 1.5% to offset operational cost increases. The increase will occur on the anniversary of the effective contract date.

c. This agreement is subject to general operational cost increase after the initial 12- month term of this agreement.

d. Any increases will be submitted in advance in writing.

e. Rates, Terms and Credit limit are subject to a favorable credit check

f. Rates are subject to a review of the past (3) years OSHA Logs.

e.. IT IS AGREED that this contract (together with the attached schedule, if applicable) is the entire agreement between the parties and that all other contracts are herein merged.

3. CLIENT will pay Stockton Staffing Group, LLC for its performance at the rates set forth on Exhibit A and will also pay any additional costs or fees set forth in this Agreement. Stockton Staffing Group, LLC will invoice CLIENT for Services provided under this agreement on a weekly basis. Payment is due and is payable within (30) days after service is rendered. Invoices will be supported by pertinent time sheets or other agreed system for documenting time worked by the Assigned Employees. CLIENT’s signature or other agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes Stockton Staffing Group, LLC to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion.

4. Assigned Employees are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work. Stockton Staffing Group, LLC will charge CLIENT special rates for premium work time only when an Assigned Employee’s work on assignment to CLIENT, viewed by itself, would legally require premium pay and CLIENT has authorized, directed, or allowed Assigned Employee to work such premium work time.

5. CLIENT’s special billing rate for premium hours will be the same multiple of the regular billing rate as Stockton Staffing Group, LLC is required to apply to the Assigned Employee’s regular pay rate. (For example, when 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). Stockton's pay period begins Monday at 12:00am and ends Sunday at 11:59pm. We will pay and bill our employees based off the hours worked with in that period. If CLIENT’s work period is different than above, please notify Stockton immediately via e-mail or mail.

6. If CLIENT uses the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person other than Stockton Staffing Group, LLC during or within 30 days after any assignment of the Assigned Employee to CLIENT from Stockton Staffing Group, LLC, CLIENT must notify Stockton Staffing Group, LLC and pay Stockton Staffing Group, LLC a fee in the amount of 30 days billed.

7. In addition to bill rates specified in Exhibit A of this agreement, CLIENT will pay Stockton Staffing Group, LLC the amount of all new or increased labor rates associated with CLIENT’s Assigned Employees that Stockton Staffing Group, LLC is legally required to pay-such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels-until the parties agree on new bill rates.

Confidential Information

8. 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 Stockton Staffing Group, LLC as a result of Assigned Employees’ access to such information.

Cooperation

9. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees.

Indemnification and Limitation of Liability

10. To the extent permitted by law, CLIENT will defend, indemnify, and hold Stockton Staffing Group, LLC 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.

11. Any indemnity provided herein excludes all 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 any party has been advised of the possibility of such damages.

12. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within (3) 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.

13. The provisions in paragraph 10 through 13 of this agreement constitute the complete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

Miscellaneous

14. Provisions of this Agreement, which by their terms extend beyond the termination of nonrenewal of this Agreement, will remain effective after termination or nonrenewal.

15. No provisions of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.

16. 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.

17. This agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings related to the subject matter of this agreement. 18. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigned employees.

19. 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.

20. CLIENT will not transfer or assign this Agreement without Stockton Staffing Group, LLC’s written consent.

21. 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.

22. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.

23. Stockton Staffing Group, LLC guarantees that the Assigned Employees that Stockton Staffing Group, LLC recruits and assigns to CLIENT will have the qualifications CLIENT request. If CLIENT finds any Assigned Employee’s qualifications or general work-related behavior lacking and lets Stockton Staffing Group, LLC know within (8) hours, Stockton Staffing Group, LLC will not charge for the first (8) hours and make reasonable efforts to replace the Assigned Employee.

24. If CLIENT limits an Assigned Employee’s work day to fewer than (4) hours, Stockton Staffing Group, LLC may deem that day to include (4) hours of time worked and may bill CLIENT (4) hours if Stockton Staffing Group, LLC pays the assigned employee (4) hours.

25. CLIENT and Stockton Staffing Group, LLC agree not to directly or indirectly employ or engage as an independent contractor any staff employee of the other party during the term of this agreement and for a period of (1) year thereafter without the prior written consent of the other party. Any party violating this paragraph will pay to the other party a fee in the amount of 10% of the employee’s annualized compensation with the new employer.

Term of Agreement

26. This agreement will commence on the day accepted below and will be in effect for an initial period of 36 months and will continue there after month-to-month unless notification is made in writing with a 30 (thirty day) notice of cancellation by either party. The agreement can also be renewed for an additional 36 months after initial period has ended. The agreement may be terminated by either party upon 30 days’ written notice to the other party in the month to month term, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate upon 8hours written notice payments as required by the Agreement, either party may terminate upon 8hours written notice