VENDOR SERVICES AGREEMENT
Agreement entered into this _____ day of _______________, ________ by and between Kelly Services, Inc., having
its principal place of business at 999 West Big Beaver Road, Troy, Michigan 48084 ("Kelly"), and
________________________________________,
having
its
principal
place
of
business
at
__________________________________________________ ("Vendor").
In consideration of the mutual covenants, terms, and conditions herein contained, the parties agree as follows:
1. SERVICES.
The services and other materials provided to Kelly by Vendor (collectively, the “Services”) are described, and
must be provided at the times and in the manner set forth in, Exhibit A attached hereto and incorporated herein
by this reference.
1.1 SCOPE OF SERVICES.
1.2 ATTACHMENTS TO AGREEMENT
1.2.1
Exhibit
1.2.2
Exhibit
1.2.3
Exhibit
1.2.4
Exhibit
1.2.5
Exhibit
A:
B:
C:
D:
E:
Description of Services
Pricing
Service Level Agreement
Implementation
Reporting
2. TERM
This Agreement is binding on the parties upon full signing hereof. The term of the Agreement commences
___________________, ________ (the “Effective Date”) and shall remain in effect remains in effect for _____
years (the “Initial Term”) expiring on ___________________, ________ (the “Expiration Date”).
2.1 Extension of Term.
The term may be extended or renewed for an additional term (“Renewal Term”) only by written agreement
of the parties. If the term of the Agreement expires without being formally renewed or extended, both
parties may continue to perform as set forth in this Agreement on a month-to-month basis until terminated
by either party with thirty (30) days prior written notice.
2.2 Termination for Convenience
Kelly may terminate this agreement, (in whole or in part), without penalty, at any time by giving the vendor
notice of the termination at least thirty (30) days prior to the termination date specified in the notice.
2.3 Termination for Cause
2.3.1 Kelly Termination
Kelly may terminate this agreement if Vendor fails to perform any of its material obligations under
this agreement and does not cure such failure within thirty (30) days after being given notice
specifying the nature of the failure. Without limiting this Subsection, repeated breaches by Vendor
of its duties or obligations under this Agreement, or Vendor’s failure to achieve the Service Levels
shall each be deemed a material breach of this agreement.
2.3.2 Vendor Termination
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Vendor may terminate this agreement by giving notice to Client if Client fails to pay undisputed
Fees for a period of three (3) months or more and fails to make such payment within thirty (30)
days after being given notice of such failure.
2.4 Sale of Business to Client Competitor
If Vendor enters into an agreement to sell all or substantially all of its business to a direct competitor of
Kelly, Vendor must inform Kelly prior to completion of the sale of this transaction. Under this circumstance,
Client can immediately terminate the agreement such that any data Kelly deems to be confidential or
proprietary can be destroyed before ownership changes hands.
2.5 Discontinuance of Services
Upon receipt of any termination notice, Vendor shall discontinue the Services on the date and to the extent
specified in the notice. Vendor shall be paid for the actual costs incurred during performance hereunder, up
to the termination date specified in said notice, any costs not previously reimbursed by Kelly to the extent
such costs are actual, necessary, reasonable and verifiable costs which have been incurred by Vendor and
which are otherwise reimbursable hereunder. In no event shall such cost include unabsorbed overhead or
anticipated profit.
3. GOVERNING LAW AND JURISDICTION
THIS AGREEMENT, AND ALL OTHER ASPECTS OF THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES, IS
CONSTRUED, INTERPRETED, AND ENFORCED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE
OF MICHIGAN WITHOUT REGARD TO CHOICE OF LAW PROVISIONS. VENDOR AGREES, WITH RESPECT TO
ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, OR THAT IN ANY WAY RELATES TO, THIS
AGREEMENT, THE BUSINESS RELATIONSHIP OR ANY OTHER TRANSACTION, MATTER, OR ISSUE BETWEEN
THE PARTIES, TO COMMENCE IT EXCLUSIVELY IN THE STATE OF MICHIGAN COURTS OF OAKLAND COUNTY,
MICHIGAN OR THE UNITED STATES DISTRICT COURT AT DETROIT, MICHIGAN, AND VENDOR BY THIS
AGREEMENT CONSENTS TO THE JURISDICTION OF THESE COURTS.
4. COMPLIANCE WITH LAWS
Vendor shall comply with all applicable national, multi-jurisdictional, federal, state, and local laws, rules, statutes,
treaties, regulations and orders, including compliance with Kelly’s current privacy policy and Safe Harbor
certification requirements and local data protection and privacy laws.
4.1 FOREIGN CORRUPT PRACTICES ACT (FCPA).
Vendor shall, and shall be responsible for ensuring that its representatives and subcontractors shall, perform
all obligations of Vendor under the Agreement in compliance with all laws, rules, regulations and other legal
requirements.
Vendor represents and warrants that it is familiar with all applicable domestic and foreign antibribery or
anticorruption laws, including those prohibiting Vendor, and, if applicable, its officers, employees, agents
and others working on its behalf, from taking corrupt actions in furtherance of an offer, payment, promise
to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire
transfers, tangible and intangible gifts, favors, services, and those entertainment and travel expenses that
go beyond what is reasonable and customary and of modest value, to: (i) an executive, official, employee or
agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of
a wholly or partially government-owned or -controlled company or business, (iii) a political party or official
thereof, or candidate for political office, (iv) an executive, official, employee or agent of a public
international organization (e.g., the International Monetary Fund or the World Bank) (“Government Official”)
or (v) any executive, officer, employee of agent of a third party; while knowing or having a reasonable
belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to
act by a Government Official in his or her official capacity, (b) inducing a Government Official to use his or
her influence with a government or instrumentality to affect any act or decision of such government or
entity, or (c) securing an improper advantage; in order to obtain, retain, or direct business.
Vendor represents and warrants that it and its subcontractors would now be in compliance with all
applicable domestic or foreign anti-bribery or anticorruption laws, including those prohibiting the bribery of
Government Officials, and will remain in compliance with all applicable laws; that it will not authorize, offer
or make payments directly or indirectly to any Government Official; and that no part of the payments
received by it will be used for any purpose that could constitute a violation of any applicable laws.
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4.2 MASSACHUSETTS STANDARDS FOR THE PROTECTION OF PERSONAL INFORMATION.
Vendor acknowledges that to the extent it maintains or has access to any Personal Information (“PI”) of any
individual that resides in the Commonwealth of Massachusetts, Vendor is obligated to comply with the
Massachusetts Office of Consumer Affairs and Business Regulation Standards for the Protection of Personal
Information, 201 CMR 17.00 (“Massachusetts PI Standards”). PI is described as a Massachusetts resident’s
first and last name in combination with one or more of the following: Social Security Number; driver’s
license number or state-issued identification card; or financial account number, or credit card number, or
debit card number. Vendor represents and warrants that from the Effective Date of this Agreement and for
so long as it has PI of Massachusetts residents thereafter, even after termination of this Agreement, (i)
Vendor shall be in compliance with the Massachusetts PI Standards and shall remain in compliance with
such Standards as amended from time to time and (ii) that Vendor shall notify Kelly Services, Inc. in
writing immediately if it is no longer in compliance with the Massachusetts PI Standards. Failure to notify
Kelly of such non-compliance shall be considered a material breach of this Agreement.
If at any time during the term of this Agreement, any part of PI that Vendor obtains from Kelly ceases to be
required by Vendor for the performance of its obligations in this Agreement, Vendor shall promptly notify
Kelly that such information is no longer required. Vendor shall at Kelly’s option either (i) return to such Kelly
PI to Kelly or (ii) destroy all copies of such Kelly PI. Such instructions will include all Kelly PI in the Vendor’s
possession or control and Vendor shall certify to Kelly that the same has been completed.
5. DATA PRIVACY AND INFORMATION SECURITY
5.1 DEFINITIONS.
As used herein, the following terms shall have the meanings ascribed to them as set forth below:
“Kelly Services Information” or “Information” means any Kelly Services Records or data of Kelly
Services in the possession of, or accessible by, Vendor or its computer or communication system(s),
including Personal Data of any kind.
“Kelly Services Personnel” means Kelly Services employees, officers, directors, agents, contract workers
and subcontractors, the family members of such persons, applicants for employment at Kelly Services and
applicants seeking to work as a Kelly Services contract worker or subcontractor, and also includes all such
persons when associated with Kelly Services affiliates.
“Malicious Code” means any computer instructions in Software that are not intended to provide the
functionality described in the Software specifications and that interfere with Kelly Services’ right to fully
utilize its license to the Software or interfere with or prevent Kelly Services’ use of the Software as
contemplated in this Agreement. Malicious Code includes without limitation such computer instructions
commonly known as computer viruses, “Trojan horses,” anomalies, self-destruction mechanisms, copy
protection schemes, and any other computer instructions that interfere with or prevent Kelly Services from
using the Kelly Services Information or Software as described in its specifications or as contemplated in this
Agreement. Malicious Code also includes without limitation any computer instructions that can: (i) disable,
destroy, or otherwise alter the Kelly Services Information or any hardware on which the Software executes;
or (ii) reveal any data or other information accessed through or processed by the Software to anyone
outside of Kelly Services without Kelly Services’ knowledge and prior approval.
“Patches” shall mean software update code provided by specific vendors to correct an identified
vulnerability within Software or on Vendor’s system, computer, network, or other equipment.
“Personal Data” means any information relating to a natural identifiable person, whether the person
identified is an employee, employee family member, applicant, consumer, customer, supplier, partner,
potential partner, or other individual and expressly includes Kelly Services Customers and Kelly Services
Personnel. An identifiable person is one who can be identified, directly or indirectly, in particular by
reference to an identification number or to one or more factors specific to his physical, physiological,
mental, economic, cultural or social identity. Personal Data includes both General Data and Sensitive
Data:
a.
General Data includes, without limitation, the following types of information: names, dates of
birth, Social Security Numbers (SSN's) and related government/national identification numbers
(including tax identification numbers), home and business addresses, home and business email
addresses, home and business telephone numbers, employee ID numbers (e.g. core ID,
Commerce ID, etc), credit card numbers, and passwords.
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b.
Sensitive Data includes, without limitation, the following types of information: racial or ethnic
origin, religious or philosophical beliefs, political affiliations/opinions, trade union membership,
medical or health-related Records, sexual orientation, disabilities, and background checks.
“Privacy Laws” means all federal, state, and local U.S. or foreign laws, regulations, and/or rules relating to
Personal Data and other data privacy and data protection, as they may be enacted, adopted or amended
from time to time.
“Processing of Personal Data” means any operation or set of operations that is performed upon Personal
Data, and includes, without limitation, the following: access, collection, use, retention, copying, recording,
organization, storage, adaptation or alteration, retrieval, transmission, dissemination or otherwise making
available, and/or disposal or destruction of Personal Data.
“Record” means any recorded information used by Kelly Services that has value to Kelly Services for
conducting its business or meeting its legal obligations. This includes information created or received in any
form, including e-mails, paper documents, electronic documents, data base or application information, and
other electronic or photographic media.
“Security Incident” means the unauthorized access, use, alteration, destruction, or other Processing of,
or other compromise or breach of security (electronic or physical) involving or related to any Kelly Services
Information. Security Incidents include, but are not limited to, information system failures and loss of
service, denial of service, errors resulting from incomplete or inaccurate business data, and breaches of
confidentiality. Security Incidents will be considered confidential and will be treated in accordance with the
confidentiality requirements of this Agreement, except notice to Kelly Services Personnel, Kelly Services
Customers, or other parties pursuant to Privacy Laws or Kelly Services policy.
“Security Vulnerability” means a weakness at the network services, operating system, or application
level, or within associated functions of networks, computer systems, or Software that could allow a Security
Incident to occur. Security Vulnerabilities also include physical vulnerabilities to the premises containing or
permitting access to Kelly Services Information.
“Software” means computer software and related documentation as defined in this Agreement, or if none,
computer programs consisting of a series of instructions, algorithms, lines of code, application program
interfaces and statements in object code or source code form, along with any related materials and
technical data, and all textual material relating to and necessary for use of such programs, including without
limitation, flow charts, operating instructions, user manuals and related technical information and
modifications of such documentation.
5.2 PROTECTION OF CONFIDENTIAL DATA
5.2.1
Notwithstanding any other provision of this agreement, Vendor covenants that, with
respect to any Personal Data, Vendor shall: (1) comply with all applicable Privacy Laws;
(2) keep all Personal Data strictly confidential, and not disclose any Personal Data to third
parties other than a regulatory authority having jurisdiction over the receiving party or
any Personal Data except to the extent necessary to perform the services contained in
this agreement; and (3) abide by the Safe Harbor Privacy Principles of the U.S.
Department of Commerce, located at http://www.export.gov/safeharbor, as may be
amended from time to time.
5.2.2
Vendor agrees to not use Personal Data for any purpose other than to perform the
services under this Agreement.
5.2.3
In connection with Kelly Service’s disclosure of Kelly Services Information, Vendor shall
have no ownership rights or interest in the Information. Vendor shall use, process and
handle the Information solely for the purpose of providing services under the Agreement
and only per the instructions of Kelly Services, and shall not, without limitation: use the
information for marketing purposes; sell information; transfer; or aggregate, analyze or
anonymize the Information.
5.2.4
Unless Vendor’s obligations to return and delete information are otherwise set forth in the
Agreement, following the termination or expiration of the Agreement, or at the request of
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Kelly Services, Vendor shall, in a timeframe and format requested by Kelly Services, return
all Kelly Information and Personal Data, and/or securely delete and destroy the
Information such that it is rendered unusable, unreadable, unreconstructable and
indecipherable, including without limitation shredding, permanently erasing and deleting
and degaussing, as applicable. Upon Kelly Services’ request, Vendor shall provide written
certification by one of its senior officers that all such Kelly Information and Personal Data
has been returned or deleted consistent with this Agreement.
5.2.5
Vendor shall cooperate with Kelly Services in responding to any party, non-party, or
government or public authority request or demand made to Kelly Services for information
related to the services under the Agreement. In the event that such requests are served
on Vendor for information related to the Services under the Agreement, Vendor shall,
unless specifically prohibited by statute or regulation, notify Kelly Service’s contact in
writing by electronic mail immediately, and in no event more than twenty-four (24) hours
after receiving the request or demand.
5.2.6
Where Vendor engages any sub-contractor, service provider or other third party who may
have access to Kelly Information and/or Personal Data, Vendor shall contractually impose
upon such third party the same or substantially similar contractual duties as those
imposed upon Vendor in this Agreement. In all events, Vendor is and shall remain fully
responsible for any act, errors or omission of any third party retained by Vendor with
respect to this agreement.
5.3 SECURITY REQUIREMENTS
5.3.1
With respect to any and all Kelly Information or Personal Data that Vendor may have
access to as a result of this agreement, Vendor shall employ and maintain reasonable,
appropriate and adequate administrative, technical, procedural and physical safeguards
to: (1) ensure that Kelly Information is protected from unauthorized use, alteration,
access or disclosure, (2) protect and ensure the confidentiality, integrity and availability of
the Information; (3) protect against any anticipated threats or hazards to the security or
integrity of the Information; and (4) detect and prevent unauthorized use of, or
unauthorized access to the Information. Such safeguards shall include, but are not limited
to, the following:
5.3.2
Access Controls: Vendor shall maintain reasonable access controls which limit access to
Kelly Information or Personal Data to only those individuals who have a business need to
know. Such controls should be monitored regularly, and updated as an individual changes
roles or leaves the company.
5.3.3
Password Policy: Vendor shall have a password policy in place which reasonably ensures
that its employee passwords meet or exceed industry standard password strength
requirements.
5.3.4
Malware Protection: Vendor shall maintain software that detects, prevents, removed and
remedies Malicious Code. Such software shall be updated at reasonable intervals in
response to changes in potential threats.
5.3.5
Intrusion Detection System: Vendor shall maintain policies and procedures for detecting,
monitoring and responding to actual or reasonably suspected intrusions and security
breaches.
5.3.6
Employee Training: Vendor shall maintain a program which includes regular and periodic
training of its staff concerning: (1) Security; (2) implementation of Vendor’s information
security program; and (3) the importance of personal information security.
5.4 SECURITY INCIDENT NOTIFICATION
5.4.1
Vendor shall notify the Kelly Services’ Global Security Department immediately of any
security incidents via the Kelly Services’ 24x7 Security Hotline at: +1 (248) 244-4250
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and/or via email to: Global.Security@KellyServices.com. At a minimum vendor shall
notify within twenty-four (24) hours of Vendor becoming aware of a Security Incident.
5.4.2
After the initial notification, Vendor shall subsequently provide updates and status reports
of each Security Incident at agreed upon intervals thereafter.
5.4.3
Vendor shall provide Kelly Services with a final written report of each Security Incident
within three (3) business days of resolution or a determination that the problem cannot be
satisfactorily resolved within such time period and such report shall include:

Vendor’s Name

Vendor’s Incident Coordinator and contact information

Kelly Services Incident Coordinator

Date Incident Occurred

Length of Outage

Incident Executive Overview

Incident Details:
o List of individuals and other third parties that were involved with any aspect of
the incident handling (sometimes various services of an ISP are themselves
outsourced to another third-party)
o How/when the incident was initially detected
o When/how the incident was initially reported to Kelly Services
o Description of what resources/services were impacted
o Description of impact of Security Incident to Kelly Services
o Containment – How was the incident contained
o Root Cause – What was the cause for disruption
o Corrective Action During the Incident – What steps were taken to reduce
exposure during the incident (in most cases, there ware interim steps taken to
reduce exposure, e.g., Filtering, rerouting services, etc.).
o Permanent Corrective Action/Preventative measures – What
corrective actions have been put in place as a result of this incident.
permanent
5.4.4
Vendor shall coordinate the scheduling of a Post Mortem Review with the Kelly Services
Incident Coordinator. This review should be scheduled within seven (7) business days of
the resolution of the incident or a determination that the problem cannot be satisfactorily
resolved within such a time period.
5.4.5
If and to the extent any Information Security Breach or other unauthorized access,
acquisition or disclosure of Personal Data occurs as a result of an act or omission of
Vendor or Vendor’s Personnel, and if Kelly determines that notices (whether in Kelly’s or
Vendor’s name) or other remedial measures (including notice, credit monitoring services,
fraud insurance and the establishment of a call center to respond to customer inquiries)
are warranted, Vendor will, at Kelly’s request and at Vendor’s cost and expense,
undertake the aforementioned remedial actions.
6. AUDIT
6.1 INFORMATION SECURITY AUDIT
6.1.1
Kelly Services reserves the right to request, at any time and upon reasonable notice, a
security assessment or audit for verification of Vendor’s security processes and
procedures, including vulnerability assessment and penetration testing of its services,
deliverables, and protection of Kelly Information and Personal Data under the Agreement,
in order to identify potential security breaches.
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6.1.2
Kelly Services may request the Vendor to provide a written report summarizing:

Results of the Security Assessment

Any risks identified during the Security Assessment, including:
o Detailed description of any Security Vulnerability
o Recommended corrective action for any identified Security Vulnerability
o Timeframe for Vendor to correct these vulnerabilities
6.1.3
All Security Assessments conducted by Kelly Services will be subject to appropriate nondisclosure and confidentiality obligations.
6.1.4
If Kelly Services’ Security Assessment reveals that Vendor’s processes and procedures do
not meet the minimum standards of ISO 270001 or if the SSAE-16 report shows
deficiencies, then Vendor shall promptly take appropriate actions to change is processes
and procedures to conform to such standards and will work with Kelly Services to
implement such changes in a timely manner. If Vendor does not implement such changes
to conform to the ISO 27001 standards or rectify deficiencies found the in the SSAE-16
report within sixty (60) days, then Kelly Services, at its option, may terminate the Work as
defined in the agreement and/or the applicable SOW at no cost to Kelly Services.
7. REPRESENTATIONS AND WARRANTIES
Vendor represents and warrants that: (i) its performance under this Agreement will at all times conform to the
highest professional and ethical standards; (ii) due care and its best efforts will be utilized by Vendor in the
performance of this Agreement; (iii) it is under no obligation or restriction that would conflict with the Services
required to be furnished by Vendor and its other obligations under this Agreement, or that otherwise would in
any manner prevent the full performance by Vendor of the terms, conditions, and requirements of this
Agreement (Vendor must immediately disclose to Kelly any actual or potential conflict of interest that may arise
during the Vendor’s performance of this Agreement). In the event Vendor breaches any of the above warranties
in any material respect, Kelly may exercise all rights and remedies available to it under applicable laws and all
other rights and remedies under this Agreement.
8. LIMITATION OF LIABILITY
Except with respect to damages arising from sections 5, 9, 13, and 14 herein, neither party is liable to the other
party for incidental, consequential, punitive, or exemplary damages arising in connection with this Agreement or
the performance, omission of performance, or termination hereof including, without limitation, lost sales and
profits and other business interruption damages, even if the party has been advised of the possibility of such
damages and without regard to the nature of the claim or the underlying theory or cause of action (whether in
contract, tort, or otherwise).
9. INDEMNIFICATION
9.1 VENDOR’S OBLIGATIONS
To the fullest extent permitted by law: Vendor must reimburse, indemnify, defend, and hold harmless Kelly,
its subsidiaries and affiliates and each of its subsidiary’s and affiliate’s present, former, and future
shareholders, employees, officers, and directors from and against all loss, damage, expense (including
attorney’s fees and expenses), and penalty, and any claim or action therefore by or on behalf of any person,
(collectively, “Loss”) arising out of or in connection with the performance or failure of performance of this
Agreement including, without limitation, Loss arising out of or occurring in connection with: (i) any acts or
omissions by Vendor or its employees or agents, including, without limitation, personal injury and death
claims; (ii) all claims of Vendor's employees, agents, and subcontractors, whether for injury, death,
compensation, social security, pension, unemployment compensation, etc.; (iii) the provision, ownership,
installation, operation, maintenance, use, or repair of any of the Services; and (iv) all third-party claims
alleging that any of the Services infringes any patent, copyright, trademark, or other proprietary right or
constitutes a misuse of any trade secret information. Vendor will not be relieved of the foregoing indemnity
and related obligations by allegations or any claim that Kelly was negligent; but Vendor is not liable to the
extent any injury or damage is finally judicially determined by a court of competent jurisdiction to have been
proximately caused by the sole negligence or willful act of Kelly.
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9.2 CLIENT’S OBLIGATIONS
Kelly agrees to timely advise Vendor of any suit, claim, or proceeding, and to reasonably cooperate with
Vendor in the defense or settlement of such suit, claim, or proceeding, but Vendor will have sole control
thereof. If an injunction is obtained against Kelly's use of any of the Services, in whole or in part, Vendor
must promptly at Kelly’s option either: (i) procure right to continue using the Services enjoined from use or
replace or modify them so that Vendor’s use or possession is not subject to any such injunction, or (ii)
refund to Kelly all amounts paid to Vendor for the Services. If this indemnification provision is construed by
a court of competent jurisdiction to require indemnification over and above that permitted by applicable law
or public policy, the parties intend that the Agreement be judicially modified to afford Kelly the maximum
indemnification allowed.
10. INSURANCE
Vendor will maintain during the term of this Agreement at least the following types and limits of insurance with
insurers possessing an A.M. Best Rating of not less than A- and authorized to do business under the laws of the
State (s) and/or Country (ies) where work/services are performed:
Workers' Compensation on the Vendor employees, in amounts no less than required by law;
Employer's Liability insurance with a limit of $1,000,000;
Commercial Automobile Liability insurance with a $1,000,000 combined single limit on vehicles owned, leased, or
rented by Vendor;
Commercial General Liability insurance, including bodily injury and property damage, contractual liability, and
products and completed operations, with a $1,000,000 per occurrence, $2,000,000 aggregate;
Excess/Umbrella Liability with a limit of $5,000,000;
If Vendor is working on Kelly premises and has access to Kelly computer systems, software and/or any related
proprietary technology or information, valuable property or equipment, the following insurance coverage is also
required: Crime/Fidelity/Commercial Blanket Bond with limits of $3,000,000 per occurrence;
If Vendor is providing professional services, the following insurance coverage is also required:
Liability/Errors and Omissions insurance with a limit of $3,000,000; and
Professional
If Vendor is performing professional information technology services and/or work and has access to Kelly
computer systems, software and/or any related proprietary technology/information, the following insurance
coverage is also required: Cyber Risk/Network Liability/Privacy insurance with a limit of $3 million.
Kelly Services, Inc. is to be included as an additional insured on Vendor’s Commercial General and Automobile
Liability policies. Vendor will provide Kelly with certificates of this insurance coverage evidencing the required
coverage upon signing of this Agreement and upon renewal of the policies describes above.
11. INDEPENDENT CONTRACTOR
Vendor is an independent contractor in the performance of this Agreement, and nothing contained in this
Agreement may be construed to create or constitute a joint venture, partnership, agency, franchise, lease, or
any other arrangement other than as expressly granted in this Agreement. Vendor is responsible for its
operation and any subcontracted operations. Vendor must exercise control over its employees, agents,
representatives, subcontractors, and suppliers and is solely responsible for the verification of identity and
employment eligibility, for the payment of any wages, salaries, or other remuneration of its employees, agents,
representatives, subcontractors, and suppliers, and for the payment of any payroll taxes, contributions for
unemployment or workers compensation, social security, pensions, or annuities that are imposed as a result of
the employment of Vendor's employees, agents, representatives, subcontractors, and suppliers. Vendor must
not pledge credit, incur any obligation or liability, hire any employee, nor purchase any merchandise or services
in the name of Kelly or any subsidiary or affiliate thereof. Unless otherwise provided in this Agreement, all costs,
charges, and expenses incurred in connection with Vendor’s performance of this Agreement must be borne by
Vendor.
12. ASSIGNMENT
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Neither party may assign or otherwise transfer its rights, obligations, and/or duties under this Agreement
without the prior written consent of the other party, given at the other party's sole option; but Kelly may assign
this Agreement to a subsidiary or affiliate upon notice to Vendor. Any prohibited assignment is void.
13. INTELLECTUAL PROPERTY
Vendor hereby assigns, conveys, and transfers all right, title, and interest in and to the Services, which include
all related work product of Vendor and its employees, to Kelly. Vendor understands that all Services produced,
developed or otherwise created by Vendor or its employees hereunder are the exclusive property of Kelly.
Consistent with this understanding, Vendor must not use the Services for the benefit of any party other than
Kelly.
If applicable, Vendor warrants that all creators and/or contributors to the Services, including but not limited to,
all persons engaged by Vendor to make any contributions to the Services, were, at the time of the Services'
creation, bona-fide employees of Vendor who made their contributions to the Services within the scope of their
employment as work for hire or that Vendor has obtained and possesses a written assignment of the copyright,
title, and interest from all the creators or contributors not otherwise considered bona-fide employees. Vendor
must maintain an agreement with each of its employees consistent with the obligations set forth in sections 5,
13, and 14 and is responsible for enforcing such agreements. Vendor must provide a copy of such agreement at
the request of Kelly.
14. CONFIDENTIALITY
Both parties acknowledge that they are held to the terms of the mutual nondisclosure agreement signed prior to
the execution of this agreement.
15. ENFORCEABILITY
If any provision of this Agreement is held to be void or unenforceable by any judicial or administrative authority,
or is unlawful or unenforceable under any applicable law, the remaining provisions are considered to be
severable and their enforceability is not to be affected or impaired in any way by reason of such law or holding.
16. INVOICING AND PAYMENT
Vendor will generate a monthly <weekly>, consolidated invoice for all services set forth in Exhibit A, including
any applicable shipping and administrative fees. One complete copy of the invoice is sent to Kelly’s corporate
office with a statement of activity for the prior period. Kelly will not pay for any services that are invoiced
greater than 90 days following the date services are actually performed. All invoices must include, at a minimum,
the following information: (i) Name and address of Vendor; (ii) Invoice number; (iii) Description of Services
provided; (iv) Date; and (v) Dollar amount due. Kelly agrees to pay Vendor for Services rendered in the
amounts set forth in Exhibit A after the receipt of a correct invoice from Vendor. Kelly will pay all undisputed
invoice amounts within 45 days of invoice date. Any disputed invoice amounts will be documented in writing
and forwarded to Vendor within 45 days of invoice receipt. Within 45 days of Vendor’s receipt of documentation
of disputed amounts, Vendor will have responded to Kelly’s claim. Upon resolution of disputed items in favor of
Vendor, payment will be remitted within 10 days. If the resolution of disputed items is in favor of Kelly and not
contested, no further action is required.
Upon 30 days notice, Kelly or a 3rd party of their choosing, may audit, copy, and inspect the records,
transactions, and Vendor processes during the term of this agreement, and a period of at least 3 years after the
termination of this agreement, or any Order, whichever occurs last. Vendor will maintain all records pertaining
to services rendered or products delivered for the term of this agreement and for the ensuing 3 year period. In
addition to record maintenance, Vendor will agree to provide 100% of transactions requested for the period
under audit via Excel. The transactions provided will agree to the total amount invoiced to Kelly for the period
requested. Vendor agrees to review findings identified as a result of the audit and provide feedback within 30
days after receipt of the audit findings unless a different timeframe is agreed upon by both parties. Vendor
agrees to refund all overcharges identified by Kelly Services or a 3 rd party auditor within 2 weeks after Vendor
feedback has been provided. Kelly, without waiver or limitation of any rights, may deduct from any amounts
due to Vendor in connection with this agreement, or any other Agreement between Kelly Services and Vendor
any audit findings identified during the course of the audit not repaid by Vendor within the 2 week timeframe.
17. TAXES
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Unless otherwise provided for in Exhibit A, or in a Statement of Work, Vendor’s pricing and fees for professional
services are exclusive of applicable federal, state, local and foreign taxes, duties, assessments and levies
attributable to the provision of Vendor’s services. Vendor is solely liable and shall not be allowed to bill Kelly for
any Taxes based on or measured by Vendor’s property, capital, income or receipts.
Any sales, value added, or other tax properly imposed by a jurisdiction in connection with the Vendor’s services
(“Taxes”) shall be the responsibility of the Vendor. Any such Taxes required to be collected by the Vendor must
be separately stated on the invoice unless Kelly provides Vendor with a valid tax exemption certificate. Vendor
will indemnify and hold Kelly harmless from all interest, fines and penalties related to payment of back Taxes
that the Vendor failed to collect.
18. GENERAL
18.1 MOST FAVORED NATION
All of the benefits and terms granted by Vendor herein are at least as favorable as the benefits and terms
granted by Vendor to any previous buyer of the services described in this Agreement. Should Vendor enter
into any subsequent agreement with any other buyer, during the term of this Agreement, which provides for
benefits or terms more favorable than those contained in this Agreement, then this Agreement shall be
deemed to be modified to provide Kelly with those more favorable benefits and terms.
Vendor shall notify Kelly promptly of the existence of such favorable benefits and terms and Kelly shall
immediately have the right to receive the more favorable benefits and terms. If requested in writing by
Kelly, Vendor shall amend this Agreement to contain the more favorable terms and conditions.
18.2 PUBLICITY
<DO NOT WANT TO ALLOW> Neither party shall originate any publicity, news release or other public
announcement relating to this Agreement nor the existence of an arrangement between the Parties without
the prior written approval of the other Party, except as otherwise required by law and upon reasonable
notice to the other Party.
<WILLING TO ALLOW> The parties agree that any press release or public announcements describing the
services to be provided and the relationship created pursuant to this Agreement shall be acceptable upon
mutual agreement by the parties.
18.3 ESCROW OF SOURCE CODE
18.3.1 DEPOSIT
Vendor will place and maintain in escrow with an escrow agent (the “Escrow Agent”) two copies of
the most recent version of the Code.
18.3.2 ESCROW AGENT
The Escrow Agent is intended to be _______________.
18.3.3 UPDATES
So long as Client purchases the Services, Vendor will deliver to the Escrow Agent two complete
copies of the Source Code at least semi-annually, and within thirty (30) days after any change to
the Source Code that materially affects the Services.
18.3.4 RIGHT TO USE SOURCE CODE
The Software shall be released upon the occurrence of any one of the following events (“Release
Conditions”): (i) if the Vendor has ceased operating in the normal course of business; or (ii)
Bankruptcy of the Vendor; or (iii) if Vendor is acquired by a competitor to Kelly. Subject to the
terms and conditions of this Agreement and the Release Conditions set forth in this section, Vendor
hereby grants to Client a license to use, copy and create derivative works of the Source Code to
operate, maintain and support the Software (in source and object code form) solely within the
scope of Services provided under this Agreement.
18.4 NOTICES
Any written notice required or permitted to be given hereunder shall be given by: (i) Registered or certified
mail, return receipt requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized
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overnight courier service to the other party at the addresses listed on the cover page or to such other
address or person as a party may designate in writing. All such notices shall be effective upon receipt.
Kelly Address for Notices:
Kelly Services, Inc.
999 W. Big Beaver Road
Troy, MI 48084
Attn: General Counsel
Vendor Address for Notices:
Vendor Name
Address
City, State Zip Code
Attn:
18.5 DIVERSITY
In an effort to promote diverse and minority business growth, Kelly requires that Vendor provide quarterly
reports indicating Tier I or Tier II diverse supplier spend as it relates to their business with Kelly. Reports
are to be directed to the purchasing department after the end of each quarter.
18.6 FORCE MAJEURE
Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of
civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power, or
other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure
event agrees to give the other party notice promptly following the occurrence of a force majeure event, and
to use diligent efforts to re-commence performance as promptly as commercially practicable.
18.7 NON-SOLICITATION
Neither Party will knowingly, either directly or indirectly, solicit the other party’s employees for employment
without written authorization from the other Party.
18.8 CODE OF CONDUCT
Vendor will use commercially reasonable efforts to ensure that its employees or representatives comply with
its Code of Business Conduct and Ethics and any other policy in relation to corporate gifts, entertainment,
and bribery. Said policies will be made available to Kelly upon request. If either party has reason to believe
their employee or representative has committed a violation of their respective code of business conduct with
respect to the other party, said party will report the suspected violation of the Code of Business Conduct to
the other party in writing.
18.9 AUTHORITY TO CONTRACT
Each person signing below warrants and represents that he/she has full power and authority to execute this
Agreement on behalf of the party he/she represents. Upon request, each party must provide a Certified
Resolution or Certificate of Authority authorizing the undersigned to enter into and sign this Agreement.
18.10 REPRESENT AND WARRANT
Vendor and Kelly each expressly represent and warrant to the other that each has relied solely and
exclusively on its own judgment and the advice of its own attorneys in entering into this Agreement, and
that no representative or agent of the other has made any statement or representation to it beyond those in
this Agreement that have induced signing of this Agreement.
18.11 AGREEMENT FINAL AND COMPLETE
This Agreement is the final and complete agreement between Kelly and Vendor with respect to the subject
matter hereof. No representations, inducements, promises, or understandings in relation to the subject
matter hereof, whether oral or written, exist unless expressly set forth in this Agreement, and this
Agreement supersedes all prior understandings, agreements, contracts, or arrangements between the
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parties, whether oral or written, unless otherwise expressly incorporated in this Agreement. No agreement
or other understanding purporting to add to or to modify the terms and conditions hereof is binding unless
agreed to by duly authorized representatives of the parties in writing. Any terms or conditions in any forms
of the parties used in the performance of this Agreement that are in conflict with the terms and conditions
hereof are void.
<18.12 BUSINESS DOWNTURN
In the event Kelly establishes to vendor’s satisfaction that: a) Kelly is unable to meet the Annual Volume
Commitment, notwithstanding Kelly’s best efforts to do so; and b) such failure results solely from a business
downturn beyond the Kelly’s control, which materially and permanently reduces the size or scope of Kelly’s
operations and the volume of Services required by Kelly hereunder. By way of illustration and not by
limitation, Business Downturn shall not include a change in Kelly’s usage of Services hereunder resulting
from a decision by Kelly to reduce its overall use of services, to alter its architecture, or to transfer portions
of its traffic or projected growth to other suppliers.>
18.13 ARMS LENGTH TRANSACTION
This is an arms-length transaction and relationship. There exist no implied or otherwise unstated
covenants, rights, or obligations by, of or against either party. The parties expressly disclaim the existence
of any implied covenant of good faith and/or fair dealing.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.
VENDOR NAME
KELLY SERVICES, INC.
Signature
Signature
Printed Name
Printed Name
Title
Title
Date Signed
Date Signed
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DESCRIPTION OF SERVICES
EXHIBIT A
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PRICING
EXHIBIT B
If you expect price increases during the term of your contract, consider an
escalation clause using CPI:
 Define clearly the base payment that is subject to escalation
 Identify which CPI index series to use (most likely will want to use
CPI-U; All Urban Consumers)
 Specify a reference period from which changes in the CPI will be
measured, usually monthly.
 State the frequency of adjustment. Adjustments are usually made at
fixed time intervals, such as quarterly, semiannually, or, most often,
annually.
 Determine the formula for the adjustment calculation. Usually the
change in payments is directly proportional to the percent change in
the CPI index between two specified time periods. Consider a cap
that places an upper limit to the increase.
Visit the BLS, www.bls.gov
for more information
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SERVICE LEVEL AGREEMENT
EXHIBIT C
SLA requires someone on the buyer side to monitor. If the
internal customer is not interested in making that commitment,
there is no sense in creating SLAs.
A Service Level Agreement (SLA) is a formal negotiated agreement which
defines parameters and responsibilities for the delivery of a service. A
good SLA will stipulate:
 The exact service that the contractor will provide to the client in a
clear and accurate way
 The timeframes in which the service will be delivered
 The quality and standard of service that is expected
 The framework intended to measure performance
Best time to negotiate SLAs in during the initial RFP negotiations.
Once the product/service is sold and goes into production use, the
buyer has lost all power of negotiation. So do not agree to negotiate
the SLA after delivery, end of warranty or some similar wording.
Key Performance Indicators (KPIs) are quantifiable measures used to
determine efficiency and effectiveness of the service. The number of KPIs
measured should be kept to a manageable number of important
performance measures. These should summarize the key service elements
and give an indication of achievement against company or departmental
goals.
Vendor Balanced
Scorecard
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IMPLEMENTATION
EXHIBIT D
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REPORTING
EXHIBIT E
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