1. Client Duties and Responsibilities.

1. Client acknowledges that Sedona is an Equal Employment Opportunity employer, and agrees that, in full compliance with all applicable federal, state and local law, Client shall not harass, discriminate against, or retaliate against any Sedona Associate because of their race, sex, religion, national origin, age or other category protected by law, nor shall Client cause or request Sedona to engage in such discrimination.
   
   
2. Client acknowledges that the State of Illinois has enacted the Illinois Day and Temporary Labor Services Act, as amended, (“the Act”). Client agrees to comply with all provisions of the Act applicable to Client. Without limiting the generality of the foregoing, Client specifically agrees:
   
   
3. within 30 calendar days of each Sedona Associate being placed with client, to provide Sedona with all necessary information required under the Act related to job duties, pay and benefits of an equivalent employee directly hired by Client at that worksite; or, in the case of no equivalent direct hired employee, the direct hired employee with the closest level of seniority (in either case, a “Direct Hire”);
    
4. for any Sedona Associate who works more than 90 calendar days at a Client worksite in a 12-month period and is thus entitled to receive at least the same rate of pay and equivalent benefits of a Direct Hire, Sedona may either (A) provide the same automatic benefits as a Direct Hire and the same opportunity to opt-in for any other voluntary benefits, according to the same terms and conditions to which a Direct Hire is subject, or (B) pay the hourly cash equivalent of the actual cost of the benefits instead of the benefits. For purposes hereof, “benefits” means health care, vision, dental, life insurance, retirement, leave (paid and unpaid), other similar employee benefits, and other employee benefits as required by state or federal law. 
   
   
5. Client will: 
   
   
6. Appropriately supervise Sedona Associates performing its work and be responsible for its business operations, products, services, and intellectual property;
   
   
7. Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Sedona Associates to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, jewelry or other valuables without Sedona’s express prior written approval or as strictly required by the job description provided to Sedona; 
   
   
8. Provide Sedona Associates with a safe work site and working conditions that comply with OSHA and applicable federal, state, and local laws and regulations, and provide appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site;
   
   
9. Provide information to Sedona regarding safety precautions at the Sedona Associates’ job sites, including any anticipated job hazards.
   
   
10. Notify Sedona promptly of any incidents or accidents involving a Sedona Associate.
    
    
11. Not change a Sedona Associate’s job duties without Sedona’s express prior written approval;
    
    
12. Notify Sedona if an Assigned Employee is assigned to a site experiencing a strike, lockout, or other labor dispute.
    
    
13. Exclude Sedona Associates from Client’s benefit plans, policies, and practices, and not make any offer or promise relating to Sedona Associates’ compensation or benefits.
    
    
14. Client acknowledges and agrees that Client has sole responsibility to provide a safe and harassment free workplace. In the event a complaint is made against the Client, its employees or agents, or involving Client’s workplace, Client agrees to coordinate with Sedona when applicable, and take appropriate action to remedy any substantiated problem.

2. Payment Terms. Client will pay Sedona for the services provided under this Agreement on the terms set forth in Exhibit B to this Agreement and will also pay any additional costs or fees set forth in this Agreement.

3. Insurance.

1. Sedona will provide unemployment insurance and workers’ compensation benefits to Sedona Associates and handle unemployment and workers’ compensation claims involving Assigned Employees; provided, that Client will be responsible for payment of 100% of any Sedona insurance deductible(s).
   
   
2. Sedona’s insurance does not cover loss or damage caused by the operation of Client’s equipment, vehicles, automobiles, or trucks by a Sedona Associate. Client shall accept full responsibility for injury or damage to person or property resulting from a Sedona Associate’s operation of Client owned or rented equipment or vehicles.
   

4. Indemnification.

1. Sedona will defend, indemnify, and hold Client 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 Sedona’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 Sedona or Sedona’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
   
   
2. Client will defend, indemnify, and hold Sedona 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 3; any claims (including, without limitation, bodily injury claims) asserted against Sedona or any of the Sedona Associates by customers of the Client, the Client’s personnel or business invitees, or other third parties; 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.
   
   
3. Neither party shall be liable for or be required to indemnify the other party for any 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 such party has been advised of the possibility of such damages. In no event shall Sedona’s liability exceed, in the aggregate, the amounts paid by Client to Sedona in the twelve (12) month period immediately preceding the event giving rise to the liability.
   
   
4. 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.

5. Notices. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service, Return Receipt Requested, or a nationally recognized overnight courier, addressed as shown on the first page of this Agreement.

6. Miscellaneous.

1. 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 Sedona Associates.
   
   
2. Client will not transfer or assign this Agreement without Sedona’s written consent.
   
   
3. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
   
   
4. 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 provision of this Agreement.
   
   
5. The parties agree not to directly or indirectly employ or engage as an independent contractor any internal employees of the other party during the term of this Agreement and for a period of 12 months 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 25% of the employee’s anticipated annualized compensation with the new employer.
   
   
6. The parties specifically agree that this Agreement and any dispute hereunder, whether in law or in equity, whether in contract or in tort, by statute or otherwise, shall in all respects be interpreted, read construed and governed by the internal laws of Illinois, exclusive of its conflicts of law rules.
   
   
7. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the City of Moline, Illinois and County of Rock Island, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The prevailing party in any such action shall be entitled to recover its legal fees.