Firm Consulting or its SPHRs will provide consulting for the Company regarding HR-related subjects including those relating to employees. Consultation is primarily provided by telephone or email during normal business hours, but may also be provided via other means.
Our SPHRs are available to assist the Company with its polices and procedures regarding employees including assistance with drafting, reviewing and making suggestions regarding existing policies, Employee Handbooks, and compliance forms.
Firm Consulting provides a variety of HR-related materials over an internet portal, and provides training in a variety of HR subjects. Other resources are provided through third party vendors for additional fees. Specifics change from time to time.
In communication with our SPHRs the Company agrees to provide complete, accurate and non-misleading information and to promptly correct any information it learns was erroneous.
If it would be reasonably anticipated that an employment action could result in or lead to legal action by an employee, the Company will consult with our SPHR before taking such action.
Firm Consulting will respond to unemployment claims and make required unemployment-related contributions and reports to governmental agencies relating to wages issued. However, Firm Consulting has no responsibility for unemployment compensation matters to the extent that they relate to wages and claims not submitted to our SPHRs.
Firm Consulting will help the Company prepare for unemployment claims appeals hearings.
Firm Consulting will review benefits charges and protest items that it deems appropriate for protest.
Properly contesting claims is essential to maintaining favorable unemployment experience rating; failure to do so can cause rates to increase. Some jurisdictions impose penalties for failing to timely and accurately submit information in response to claims. Since the Company is the party with first-hand knowledge of the circumstance of employee separations from employment, the Companyâ��s cooperation is necessary to effectively contest claims. Accordingly, the Company agrees to the following obligations:
Assist Firm Consulting in contesting all claims and charges against it;
Promptly notify Firm Consulting when an employee terminates, including the reason for termination;
Promptly comply with requests for information, testimony, or cooperation by Firm Consulting or firms it retains to assist with claims and charge handling and have appropriate first-hand witnesses attend unemployment compensation hearings. The Company understands that failure to provide this cooperation can result in erroneous payment of benefits and increases in tax and contribution rates and penalties. The Company agrees to pay any penalties, fines, or other damages arising in connection with the defense of the unemployment claims against it; and
Give Firm Consulting or its designated outside firm power of attorney or other permissions, information, or certification required by law or that we reasonably request to perform services with respect to unemployment compensation or otherwise comply with legal requirements relating to Firm Consultingâ��s services.
The Company agrees to these obligations after this Agreement terminates or is cancelled, with respect to any unemployment claims against the Company.
While this Agreement is in effect, Firm Consulting may grant the Company access to certain information systems, such as Firm Consultingâ��s internet portal, in which case Firm Consulting grants the Company a limited, nonexclusive, terminable, nontransferable license to use the systems Firm Consulting makes available to its clients for the Companyâ��s own responsible, good faith use only, which ends not later than the date this Agreement terminates or is cancelled. Firm Consulting may restrict access to the information systems at its sole discretion. Firm Consultingâ��s systems may be unavailable from time to time for routine maintenance or other reasons. The Company will not tamper with, copy, reverse engineer, or harm the systems, and not allow unauthorized persons to access the systems. The Company is responsible for safeguarding, and the use by anyone of, any passwords or other credentials issued to or assigned by the Company. The Company accepts all risks of using the internet. Firm Consulting retains exclusive rights and ownership in all the systems, content, and products and derivatives of the products. Firm Consulting may rely on any information or instructions it receives under credentials, such as logon IDs and passwords, issued to or assigned by the Company as if coming from the Company in writing from someone authorized to bind it. The Company agrees not to use information provided by Firm Consulting or its systems to circumvent Firm Consulting or avoid paying its fees.
Firm Consulting agrees to immediately and unconditionally save, hold harmless, defend and indemnify the Company for actual damages it sustains as a sole and proximate result of Firm Consultingâ��s failure to perform any obligations it has explicitly undertaken pursuant to this Agreement, conditioned on Firm Consultingâ��s determination that: the Company has at all times fully complied with its obligations under this Agreement, including but not limited to the Companyâ��s monetary obligations; that the Company has fully complied with all obligations related to the matter for which the Company seeks indemnification; and that the Company as soon as reasonably possible notifies Firm Consulting and cooperates with it regarding any matters for which the Company seeks indemnification, including but not limited to before any putative liability is reduced to a certain amount. The Companyâ��s failure to tender a matter as soon as reasonably possible negates Firm Consultingâ��s indemnification obligations regardless of whether the defense was prejudiced. Firm Consultingâ��s liability in any matter will be strictly limited to actual damages arising solely from its failure to perform obligations it has explicitly undertaken pursuant to this Agreement. The Company agrees not to seek from Firm Consulting for any reason, any other damages including consequential, incidental, punitive, multiplied, or exemplary damages, any nonmonetary relief, or lost profits, even if Firm Consulting has been advised of the possibility of lost profits. Under no circumstances is Firm Consulting liable for these types of damages. The limitations on Firm Consultingâ��s liability in this Agreement are fundamental elements of the basis of this bargain. If Firm Consulting accepted more liability, it would charge a higher price.
The Company understands and agrees that Firm Consulting has undertaken a specific and limited set of obligations in the Agreement, and the parties intend that Firm Consulting is only responsible for those specific and limited obligations. Any matter that arises in connection with the Agreement that is outside those specific and limited obligations is the Companyâ��s responsibility. Accordingly, the Company agrees to immediately and unconditionally save, defend, hold harmless, and indemnify Firm Consulting, including all costs and reasonable attorneysâ�� fees, for all alleged matters arising from or relating to the relationship between the Company and Firm Consulting to the greatest extent allowed by law, regardless of any partyâ��s negligence or intentional acts, exclusive of those specific and limited obligations for which Firm Consulting shall indemnify the Company pursuant to the previous section of this Agreement.
Terms of Agreement and Cancellation
This Agreement by and between the Company and Firm Consulting or its legal successor is effective as of the date indicated below (the â��Effective Dateâ��). It is understood and agreed that the term of this Agreement shall be one year (12 months) from the first day of the month of the Effective Date, and shall be automatically renewed annually unless written notice of cancellation is received by Firm Consulting no less than thirty (30) days prior to the renewal date.
Termination of this Agreement prior to the completion of the first twelve (12) months term, or any successive annual twelve (12) month term which was not properly cancelled, shall not result in the refund of any fees previously paid. Firm Consulting may terminate this Agreement at any time. At the termination of this Agreement, the Company must pay all outstanding charges, fees, invoices for services rendered up to the date of termination. The Company understands and agrees that its fully paid dues entitles it to the privileges of affiliation which includes access to the FCG HR Shield hotline, which includes access with licensed human resource advisors and labor professionals. The Company understands and agrees that the hotline does not provide legal opinions or advice, and consultation with independent legal counsel is advised.
The Company acknowledges that FIRM Consulting possesses proprietary, confidential information and trade secrets (the â��Confidential Informationâ��). This Agreement allows the Company to receive limited Confidential Information, including HR and compliance forms, posters and various publications, as a privilege. The Company acknowledges that the Confidential Information provided in these publications is exclusively owned by Firm Consulting, and that Firm Consulting has taken reasonable measures to protect this Confidential Information. The Company shall maintain the confidentiality of the Confidential Information and treat it with the same degree of care and security as it treats its own most confidential information. The Company will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate in any manner any the Confidential Information. If information is disclosed to third parties for internal work at the Company, the Company is responsible to ensure that the third party does not disclose such information to any other person. The Confidential Information may not be used for consulting services unless the customer received the information from Firm Consulting through the customerâ��s own agreement. The Company shall not duplicate or reproduce any Confidential Information except to the extent necessary to discharge its duties, obligations, and responsibilities under this Agreement. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Company will return to Firm Consulting all records, notes, documentation and other items that were used, created, or controlled by the Company during the term of this Agreement.
The Company shall not have the right to transfer or assign this Agreement, in whole or in part, without the prior written consent of Firm Consulting. Firm Consulting may assign this Agreement, in whole or in part, at its sole discretion.
Entire Agreement; Modification.
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement may be modified by the subsequent agreement of the parties, but no such modification shall be operative unless contained in writing signed by Firm Consulting and the Company.
Any notice or demand required under this Agreement or under law shall be in writing and shall be deemed to have been delivered when given by hand delivery, telecopy, commercial courier, or regular United States mail, addressed to the parties at the addresses listed in this Agreement. Such addresses may be changed by either party upon delivery of written notice to the other party as provided in this paragraph. Notices shall be effective upon receipt if hand delivered or sent by commercial courier or telecopy, or three days after mailed if sent by regular U.S. mail.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited
Applicable Law; Forum Selection; Legal Proceedings
The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to the resolution of conflicts with laws of other jurisdictions. Firm Consulting and the Company consent to the personal jurisdiction of the state and federal courts having jurisdiction over Hillsborough County, Florida, agree and stipulate that the proper, exclusive, and convenient venue for all legal proceedings arising out of this Agreement is Hillsborough County, Florida, in the case of a state court proceeding, and the Middle District of Florida, in the case of a federal court proceeding, and waive any defense, whether asserted by motion or pleading, that Hillsborough County, Florida, or the Middle District of Florida is an improper or inconvenient venue. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to all costs, expenses, and attorneys' fees incurred by the prevailing party, regardless of whether incurred before or after demand, or in trial, appellate, regulatory, arbitration, bankruptcy, garnishment, or judgment-execution proceedings.