1. Definitions
- Company: Worca, Inc., Delaware corporation, located at 202 Bicknell Ave, Santa Monica, CA 90405
- Client: The entity specified in the Engagement Letter
- Staffing Member: Individual contractors/employees identified and placed by the Company
- Engagement Letter: Preliminary written agreement between parties outlining the relationship scope
2. Relationships
The Company operates as an independent contractor to the Client. This agreement does not establish any partnership, joint venture, or employer-employee relationship between the parties.
3. Staffing Service
3.1 Staffing Member
The Company identifies, vets, and places qualified individuals to work with the Client while maintaining contractual links unless otherwise specified.
3.2 Intellectual Property Ownership
Any and all intellectual property developed, conceived, or generated by the Staffing Member during the course of their engagement with the Client, shall be the sole and exclusive property of the Client.
3.3 Work Equipment
Unless specified otherwise, Staffing Members use their own equipment. Neither party provides tools or equipment.
4. Job Requirements
Clients must specify:
- Job title and description
- Years of experience required
- Technical and soft skills needed
- Expected hours (full-time 40+ hours/week or part-time)
- Compensation structure
- Preferred onboarding date
- Geographic preferences
5. Collaboration and Responsibilities
The workflow includes ten steps: requirement definition, candidate sourcing, presentation, client review, interview coordination, decision-making, job acceptance, onboarding, billing, and remuneration compliance.
6. Rates and Payment
6.1 Monthly Rate Engagement
- Engagement is indefinite and auto-renews monthly unless specified with fixed term
- The Company commits that the Staffing Member engaged on a full-time monthly rate basis for the Client will not be reassigned to other clients
- Company invoices first working day of each month
- Client pays within 15 days
- Staffing Member receives compensation around the 5th of the following month
6.2 Hourly Rate Engagement
- Client must provide time-tracking system with training within 5 working days
- Company provides platform if Client lacks system
- Client approves timesheets monthly
- Company invoices after approval
- Client pays within 5 working days
- Staffing Member compensated within 1-3 working days
6.3 Security Deposit
Clients must provide $500 per Staffing Member as refundable security deposit, held in non-interest-bearing account.
6.4 Invoice Delivery
Invoices sent to billing contact specified in Engagement Letter and accessible via Company platform.
6.5 Late Payment Consequences
Should any payment not be received by the Company within the prescribed period, the Company reserves the right to temporarily suspend the provision of services until such time as all outstanding amounts are remitted in full.
7. Termination
7.1 Monthly Rate Engagement
Clients must provide 14-day written notice to terminate full-time engagements.
7.2 Hourly Rate Engagement
Clients may discontinue at any time with written notice; compensation due for all hours worked.
7.3 Staffing Member Unavailability
Company must notify Client promptly if Staffing Member becomes unavailable. This terminates that specific engagement but not the broader agreement.
7.4 Continuation of Agreement
Terminating a Staffing Member’s services does not terminate the overall agreement.
8. Direct Hire Transition Fee
If Client directly employs any team member introduced by the Company within 12 months of assignment, a fee of 25% of the team member’s first-year annual salary applies.
9. Miscellaneous
9.1 Governing Law
Agreement governed by California law. Legal actions must be instituted exclusively in California federal or state courts.
9.2 Arbitration
Disputes resolved by arbitration per American Arbitration Association rules in California, conducted in English.
9.3 Information Right
Company retains right to store data for internal purposes. Records retained minimum 5 years.
9.4 Confidential Information
Both parties must safeguard confidential information; obligation continues after termination without written consent for disclosure.
9.5 Indemnification
Both parties agree to indemnify and hold each other harmless from any claims, losses, damages, liabilities, or expenses resulting from any third-party claim due to a breach of their respective obligations.
9.6 Non-Solicitation
For 12 months post-termination, neither party may solicit the other’s employees or contractors without written consent.
9.7 Force Majeure
Neither party liable for failures due to unforeseen events beyond reasonable control (natural disasters, war, strikes, etc.).
9.8 Entire Agreement
Agreement with Engagement Letter constitutes complete understanding, superseding prior negotiations.
9.9 Amendment
Modifications require written signatures from both parties.
9.10 Waiver
No waiver of one provision constitutes waiver of others.
9.11 Assignment
Neither party may assign rights/obligations without prior written consent.
9.12 Survival
Certain provisions survive termination: Confidential Information, Indemnification, and Non-Solicitation.
9.13 Counterparts
Agreement may execute in multiple counterparts, each deemed original.