This Supplier Service Agreement (“SSA”) is made between KioTek Digi Networks, LLC. (“KioTek Digi Networks”), with a principal place of business at PO BOX 1638, Greer, SC 29652, and independent contractors defined as (“Suppliers”) who will be paid by KioTek Digi Networks and not the end customer (“Client Company”) directly.
The Supplier shall provide services for an entity that has contracted with or otherwise has contacted KioTek Digi Networks for the need for such services and such other services as needed to satisfactorily complete the project for such Client Company (the “Services”). The work to be performed shall be done for and at the direction of the Client Company.
Supplier agrees to provide a completed Form W-9 or Form W-8 with a valid Social Security Number or Tax Identification Number prior to the commencement of the Services.
This SSA shall be effective until terminated as set forth herein. This SSA supersedes any previous contractor, supplier or employment agreements and addendums thereto, which shall hereinafter be null and void and no longer in effect.
In consideration for the Services to be performed by Supplier, KioTek Digi Networks agrees to pay Supplier for all approved hours worked. Supplier acknowledges that the rate of pay may be renegotiated for future assignments or projects.
Supplier shall turn in weekly timesheets and expense reports on Sunday or as otherwise directed by KioTek Digi Networks.
Supplier shall submit an invoice to KioTek Digi Networks on a weekly basis. The invoice shall reflect the same hours and expenses as shown on the weekly timesheets.
Standard Payment terms will be net 30 and payments will be made via direct deposit to Supplier’s bank account. Supplier will be given optional net terms.
Payment terms and arrangements to Suppliers are confidential. Supplier is prohibited from discussing his or her payment terms and arrangements with other suppliers, contractors, KioTek Digi Networks employees, or the Client Companies. Violation of this stipulation may result in termination of this SSA.
Supplier shall be responsible for all expenses incurred while performing the Services unless the Client Company reimburses such expenses. This includes but is not limited to the following:
Supplier is an independent contractor and is not KioTek Digi Networks direct employee for any reason or for any purpose. Supplier’s employees or contract personnel are not KioTek Digi Networks employees. Supplier and KioTek Digi Networks agree to the following rights consistent with an independent contractor agreement:
Notwithstanding the fact that Supplier is an independent contractor, while on the KioTek Digi Networks premises or attending KioTek Digi Networks functions or meetings, or on the premises of a Client Company, Supplier shall observe and obey, and cause Supplier’s employees and subcontractors to observe and obey, all applicable policies, procedures, rules, and regulations of Company or the Client Company.
KioTek Digi Networks shall have the right to evaluate any of Supplier’s employees or contract personnel placed on a project. If during the term of the project KioTek Digi Networks is not pleased with the performance of Supplier’s employees or contract personnel, KioTek Digi Networks shall notify Supplier and the Supplier shall remove the employee or contract personnel immediately.
Supplier shall comply with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the Services.
Supplier understands that neither Supplier nor Supplier’s employees or contract personnel are eligible to participate in any employee pension, profit sharing, health or medical insurance, vacation pay, sick pay, or other fringe benefit or welfare or pension plan sponsored by KioTek Digi Networks. If Supplier is later hired as KioTek Digi Networks employee, which is neither promised nor guaranteed, Supplier expressly waives Supplier’s rights to any benefits during the time that he or she was a contractor under this (or any previous) SSA.
Supplier shall obtain workers’ compensation insurance on behalf of Supplier and Supplier’s employees. When Supplier hires employees to perform any work under this SSA, Supplier will cover them with workers’ compensation insurance and provide KioTek Digi Networks with a certificate of workers’ compensation insurance before the employees begin the work.
KioTek Digi Networks shall make no state or federal unemployment compensation payments on behalf of Supplier or Supplier’s employees or contract personnel. Supplier will not be entitled to these benefits in connection with work performed under this SSA or the performance of the Services.
KioTek Digi Networks shall not provide any insurance coverage of any kind for Supplier or Supplier’s employees or contract personnel. Supplier agrees to maintain a general liability insurance policy of at least $1,000,000.00 to cover any negligent acts committed by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier also agrees to maintain a workers’ compensation insurance policy of at least $1,000,000.00 to cover any work-related injuries sustained by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier agrees to add KioTek Digi Networks, LLC.
SUPPLIER WAIVES ALL CLAIMS AGAINST COMPANY OR THE CLIENT COMPANY FOR COMPANY’S LIABILITY OR COMPENSATION FOR PERSONAL INJURY, UNEMPLOYMENT COMPENSATION OR OTHERWISE UNDER WORKERS’ COMPENSATION LAWS. SUPPLIER UNDERSTANDS THAT IN NO WAY WILL COMPANY BE LIABLE FOR ANY INJURY OR LOSS SUSTAINED BY THE SUPPLIER IN THE PERFORMANCE OF THIS SSA.
If the Services are satisfactorily performed and the project is completed, Supplier will be paid as set forth in this SSA through the date of completion.
If this SSA is terminated by either KioTek Digi Networks or Supplier before a project is completed, any final payments owed for the Services performed by Supplier will be withheld until payment for said services is received by KioTek Digi Networks from the Client Company.
Supplier is entitled to the compensation set forth herein only through the effective date of termination and is not entitled to any post-termination compensation. Company, in its sole discretion, may offset any sum due from Supplier (at the termination date or otherwise) against any amount which would otherwise be due Supplier to the maximum extent permitted by law, including but not limited to payments, commissions, or other compensation. Such offset may include, but is not limited to, sums for theft, breakage, overpayment, advances, or monies owed to KioTek Digi Networks, loss, failure to return Company property, or other similar loss.
Neither KioTek Digi Networks nor Supplier will, by reason of the termination or expiration of this SSA, be liable to the other for compensation, reimbursement, or damages either on account of present or prospective profits on sales or anticipated sales, or on account of expenditures, investments, or commitments made in connection therewith or in connection with the establishment, development, or maintenance of the business or goodwill of the Company or of the Supplier.
Upon termination of this SSA, Supplier will give KioTek Digi Networks a statement including all information available to or obtainable by Supplier which the Company requests regarding the status of outstanding or pending transactions with the KioTek Digi Networks customers or projects.
This SSA, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this SSA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This SSA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this SSA or, in the case of waiver, by the party or parties waiving compliance.
If any provision of this SSA is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this SSA for KioTek Digi Networks and Supplier remain valid, binding, and enforceable.
This SSA will be governed by the laws of the state of South Carolina.
All notices and other communications in connection with this SSA shall be in writing and shall be considered given as follows:
when sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
This SSA does not create a partnership relationship. Supplier does not have authority to enter into contracts on KioTek Digi Networks behalf.
Notwithstanding the language contained in other provisions herein, except as may be noted below, Supplier agrees that it undertakes to perform or execute the work performed under this SSA that is part of the trade, business or occupation of Company and therefore its employees, agents, and subcontractors, for purposes of the applicable state’s workers’ compensation laws, are, to the maximum extent permitted by law, considered statutory employees under such applicable state’s workers’ compensations laws. Therefore, the exclusive remedies for any personal injury suffered by Supplier’s agents, employees or subcontractors while performing any of the services performed under this SSA shall be the remedies under the applicable state workers’ compensation laws, including, if necessary, under Company’s workers’ compensation insurance coverage, and Company is entitled to tort immunity to the maximum extent permitted by law. Supplier agrees that it will not take nor permit its workers’ compensation carrier or other similarly situated party to take any position inconsistent with the provisions of this Section.
Supplier agrees to defend, indemnify and hold the Company and its officers, directors, employees, agents, attorneys and Suppliers harmless from and against any damages, liabilities, law suits and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever which may be sustained or suffered by the Company, arising out of, based upon or by reason of (a) breach of any representation or warranty of, or failure to perform any covenant made by Supplier in, this SSA or taking a position that contradicts the representations set forth in this SSA, (b) violation of laws, ordinances or regulations resulting directly or indirectly from, or in any way relating to, the activities of Supplier under this SSA, and (c) any claim, action or proceeding asserted, instituted or growing out of any matter for which Supplier has agreed to indemnify the Company hereunder.
Supplier acknowledges that the services to be rendered by Supplier are unique and personal. Accordingly, Supplier may not assign any of Supplier’s rights or delegate any of Supplier’s duties or obligations under this SSA, except to the extent amounts are payable to Supplier hereunder after Supplier’s death, in which case those benefits may be assigned by will or the law of descent. The rights and obligations of Company under this SSA shall be assignable by the Company, and shall inure to the benefit of and shall be binding upon Company and its successors and assigns.
In the event any accident or other incident should occur in the course of Supplier performing under this SSA, Supplier agrees to cooperate and provide reasonable assistance to the Company in the investigation of such accident or incident as Company may request, which assistance and cooperation may include, but not be limited to, retaining legal counsel independent of Supplier’s workers’ compensation carrier and making its employees and legal counsel available for interviews by the Company and/or its legal counsel.
1. “Trade Secrets” and “Company Data”.
a. “Trade Secrets” are limited to Company Affiliate information including, but not limited to, (i) a formula, pattern, compilation, program, device, method, technique, product, system, or process, design, prototype, procedure, or code that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, the public or any other person who can obtain economic value from its disclosure or use, and (b) is the subject of Company Affiliate efforts that are reasonable under the circumstances to maintain its secrecy, and/or (ii) any Company Affiliate information that could otherwise come under the definition of Trade Secret under South Carolina Code § 39-8-20 or the federal Defend Trade Secrets Act
b. “Company Data” is defined as information related to the services or products provided by the Company Affiliates or related to the business of the Company Affiliates that (i) is competitively sensitive information; (ii) is important or valuable to the Company Affiliates; (iii) is kept in confidence by the Company Affiliates; (iv) becomes known to or exposed to Supplier through his/her contractual relationship with the Company; and (v) does not fall within the definition of Trade Secret above. Such Company Data may be valuable to the Company Affiliates because of what it costs to obtain, because of the advantages the Company Affiliates enjoy from its exclusive use, or because its dissemination may harm the Company Affiliates’ competitive position in the industry.
c. Neither Company Data nor Trade Secrets shall include any information that (i) is or was publicly known and made generally available to the public through no action or inaction of Supplier; (ii) is obtained from a third party not in violation of any with, or duty of confidentiality to, the Company Affiliates; or (iii) involves general skills or knowledge independently developed by the Supplier as shown by documents and other competent evidence in Supplier’s possession.
d. Trade Secrets and Company Data may include, without limitation (i)product design information, inventions, discoveries, copyrights, intellectual property improvements, know-how, methods, technical information, data, process technology, plans, drawings, blueprints, manufacturing processes, laboratory procedures, and methods employed or sold by the Company relating to the Services or products provided by the Company or related to the business of the Company; (ii) sales and customer data (whether or not reduced to writing), including but not limited to customer lists, customer preferences, customer requirements, customer contracts, customer contacts, pricing information, discounts, concessions and prior bids; (iii) marketing information, including but not limited to business strategy, plans, research, development, expansion or contraction plans; (iv) business plans, including but not limited to capital projects, departmental budgets and expenses; (v) financial information, including but not limited to revenue and billing projects; (vi) computer programs (or any portions or logic comprising such programs and/or source codes), internal security codes and passwords; (vii) manufacturing and vendor contacts, contracts and agreements; (viii) research and development efforts; (ix) product or service cost or pricing; (x) personnel allocation or organizational structure; and (xi) non-public information concerning the legal or financial affairs of Company.
e. Trade Secrets and Company Data may exist in any medium or form, including but not limited to paper and electronic documents, records, tapes, files, media, and any other medium of communicating or storing information, including but not limited to information stored or kept digitally or electronically.
f. Nothing in this SSA is intended to interfere with or discourage a good faith disclosure to any governmental entity related to a suspected violation of the law. Supplier is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Supplier not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Furthermore, Supplier is hereby on notice that if Supplier files a lawsuit for retaliation by an company for reporting a suspected violation of law, Supplier may disclose the employer’s trade secrets to Supplier’s attorney and use the trade secret information in the court proceeding if Supplier: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order
g. “Company Affiliates” means KioTek Digi Networks, any companies related to or affiliated with KioTek Digi Networks, and the Client Company(ies) for whom Supplier works or provides the Services.
This SSA may be executed in one or more counterparts, all of which taken together shall constitute one instrument.
The headings contained in this SSA are for reference purposes only and shall not affect in any way the meaning or interpretation of this SSA.