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EXHIBIT 10
Oasis Co. # ______________
Client ID # ______________
[OASIS LOGO]
CLIENT SERVICE AGREEMENT
This AGREEMENT dated May 5, 2000 is made between REWJB Gas Investments, a
Florida general partnership doing business as Farm Stores, (hereinafter referred
to as "CLIENT") and OASIS OUTSOURCING, INC., a Florida corporation and its
subsidiaries (hereinafter referred to as "OASIS").
I. TERM OF THIS AGREEMENT.
The term of this Agreement shall be from the COMMENCEMENT DATE as shown
on Exhibit A attached hereto until terminated by either party giving
ninety (90) days' written notice. Until the expiration of the ninety
day period, and as set forth elsewhere herein, the parties will
continue to meet the obligations set forth in this Agreement.
II. PROFESSIONAL EMPLOYMENT SERVICES.
By entering into this Agreement, OASIS has agreed to provide
Professional Employment Services as stated under III. DUTIES AND
OBLIGATIONS OF OASIS to CLIENT. It is not the intention of this
Agreement to insulate CLIENT in any manner from those responsibilities
which the law imposes upon it as a business or workplace except as
herein expressly assumed by OASIS. Nor is it the purpose of this
Agreement for OASIS to provide a pass-through payroll service.
III. DUTIES & OBLIGATIONS OF OASIS.
A. Services. OASIS agrees to provide the following services to CLIENT:
1. OASIS assumes sole responsibility for the payment of
wages to the Assigned Employees without regard to
payments by CLIENT to OASIS.
2. OASIS assumes full responsibility for the payment of
all payroll and employment related taxes and
collection of taxes from payroll on Assigned
Employees.
3. OASIS assumes responsibility for the maintenance and
proper administration and of workers' compensation
insurance, including payment of workers' compensation
premium(s) and the provision, administration and
payment of premiums for employee benefit programs
(including group health insurance, holiday, vacation,
sick leave and family leave benefits; 401(k) plan;
dental insurance; life insurance; and disability
insurance) except in the event that applicable law
requires the CLIENT to maintain said policies or
programs or CLIENT elects to maintain said policies
or programs.
4. OASIS assumes responsibility for completion and
maintenance of all payroll and benefit records, with
the exception of the records of actual hours worked
which shall be maintained and verified by CLIENT.
5. OASIS may hire or appoint an on-site administrative
coordinator to implement terms and conditions of this
Agreement at no additional cost to CLIENT.
B. Client personnel policies and procedures. OASIS agrees that it will
assist CLIENT in developing and maintaining a set of personnel
policies and procedures in a manner designed to improve human
resources management in CLIENT's business. CLIENT acknowledges and
agrees that OASIS is not engaged in the practice of law or in the
provision of legal services, and that CLIENT alone is completely
and independently responsible for its own legal rights and
obligations for the acceptance and rejection of personnel policies
and procedures discussed with OASIS.
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C. Direction and Control. OASIS reserves and retains a right of
direction and control over Assigned Employees pursuant to this
Agreement, including authority to hire, terminate, discipline and
reassign the employees covered in this Agreement. CLIENT reserves
the right to accept or cancel the assignment of any Assigned
Employee. In addition, CLIENT reserves sufficient direction and
control over the Assigned Employees as is necessary to conduct
CLIENT's business and without which CLIENT would be unable to
conduct business, discharge any fiduciary responsibility that it
may have, or comply with any applicable licensure, regulatory, or
statutory requirement of CLIENT. CLIENT acknowledges that it is
responsible to maintain a safe working environment, provide proper
training in compliance with State, Federal, and OSHA standards, and
establish and maintain such safety programs, safety policies and
safety committees as may be required by law. OASIS shall secure
workers compensation coverage in such amounts as is required by
applicable law. In addition, OASIS shall provide for the
promulgation and administration of employment and safety policies,
and shall be responsible for the management of workers compensation
claims, claims filings, and related procedures as is required by
applicable law. However, CLIENT acknowledges that OASIS in either
providing or not providing such administration and management
assumes no liability, and in particular assumes no responsibility,
for unsafe equipment or workplace (including all types of vehicles)
utilized by CLIENT.
D. Indemnification. Notwithstanding the provisions of item III. (G)
below, OASIS hereby unconditionally indemnifies, holds harmless,
protects and defends CLIENT, and all subsidiaries, affiliates and
parent companies, their shareholders, employees, attorneys,
officers, directors, agents and representatives from and against
any and all claims, demands, damages, injuries, deaths, actions,
costs and expenses (including attorney's fees and expenses at all
levels of the proceedings), losses and liabilities of whatever
nature (including liability to third parties), and other
consequences of any sort, arising out of (i) the negligent or
willful failure of OASIS to comply with applicable workers
compensation, withholding tax, or ERISA laws, rules and
regulations, or (ii) any action taken or not taken by CLIENT in
compliance with a written corporate OASIS policy, procedure, or
direction which is illegal under any applicable local, state or
federal law.
E. Assigned Employees. OASIS agrees to furnish to CLIENT Assigned
Employees to perform job functions identified by workers'
compensation code classifications. CLIENT warrants that the list of
workers' compensation classifications is accurate and complete;
that employees performing these job functions do so at the
locations specified in this Agreement (Exhibit A) as client
locations. CLIENT understands and agrees that prior written
approval from OASIS' workers' compensation carrier must be obtained
prior to the addition of any workers' compensation classification
or location to this Agreement.
F. Services. OASIS will provide only the above listed services and no
other services shall be provided or implied, including without
limitation any strategic, operational or business related decisions
with regard to CLIENT's business. Such decisions shall exclusively
be the responsibility of CLIENT; and OASIS shall bear no
responsibility nor liability for any actions or inactions by
CLIENT. When implementing such decisions, whether or not the
actions are implemented by Assigned Employees, CLIENT shall be
acting solely on its own volition and responsibility. If OASIS is
assigning any supervisory Assigned Employees to CLIENT, such
supervisory Assigned Employees' scope of employment is strictly
limited to the duties assigned by the CLIENT. Supervisory Assigned
Employee actions which are in violation of law and which result in
liability will be outside their scope of responsibility as OASIS
supervisory Assigned Employees and in such an event supervisory
Assigned Employees will be acting solely as the agents of CLIENT.
G. Notice. OASIS will provide notice of this agreement, explaining the
relationship between OASIS and CLIENT, to all Assigned Employees
subject to it in accordance with all applicable Federal and State
laws.
IV. RIGHTS & DUTIES OF CLIENT.
A. Day to day supervision. CLIENT will be responsible for the
day-to-day supervision and control of Assigned Employees under this
Agreement. CLIENT will verify skills and references to determine
employment eligibility of Assigned Employees. CLIENT agrees to
provide all facilities, supplies, equipment, and all other
necessary items that may be required by Assigned Employees to
perform their Assigned Employee services. Additionally, CLIENT
shall have sole and exclusive control over the day-to-day job
duties of all Assigned Employees and OASIS shall have no
responsibilities with regard to the Assigned Employees' performance
of such day-to-day duties. Furthermore, Oasis shall have no control
over the job site at which, or from which, Assigned Employees
perform their services. Control over the day-to-day job duties of
Assigned Employees and over the job site at which, or from which,
Assigned
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Employees perform their services is solely and exclusively assigned
to CLIENT. CLIENT expressly absolves OASIS of control over the
day-to-day job duties of the Assigned Employees and over the job
site at which, or from which, Assigned Employees perform their
services. Oasis does not assume any responsibility for and makes no
assurances, warranties, or guarantees as to the ability or
competence of any Assigned Employee. This Agreement in no way
alters any responsibilities of CLIENT which arise from Section
768.096, Florida Statutes and CLIENT assumes all responsibilities
pursuant to Section 768.096, including but not limited to,
responsibility to perform any and all work history, reference
checks and background checks on Assigned Employees.
Complaints, allegations or incidents of any tortious misconduct or
workplace safety violations, regardless of the source, must be
reported by CLIENT to OASIS promptly upon becoming known to CLIENT.
B. Payroll information. CLIENT agrees that it will maintain and
provide to OASIS at the end of each pay period records of actual
time worked by each Assigned Employee, verify Assigned Employees'
exempt or non-exempt status, and verify that all hours worked by
Assigned Employees are accurate and are in accordance with the Fair
Labor Standards Act and other laws administered by the U.S.
Department of Labor's Wage and Hour Division and any other
applicable state and federal law. CLIENT shall verify that such
time records are approved, verified and signed by each Assigned
Employee and appropriate supervisor each pay period. These records
submitted to OASIS shall become the basis for OASIS to issue all
payroll checks. OASIS shall not be responsible for incorrect,
improper or fraudulent records of hours worked, or for the improper
determination of exempt status. Should CLIENT fail to meet the
processing and payment schedule, the delivery of payroll checks by
OASIS may be delayed and an out of cycle processing charge may be
billed to CLIENT at the option of OASIS. Similarly, any changes to
the hours reported to OASIS after the reporting time may be subject
to an out of cycle charge at the option of OASIS. The out of cycle
charges described in this paragraph shall be limited to the cost of
an overnight delivery courier service, such as Federal Express.
C. Unpaid benefits. CLIENT will pay for any accrued but unpaid
benefits due to Assigned Employees upon termination of employment,
including but not limited to, unused vacation leave, unused holiday
leave and unused sick and family leave benefit. CLIENT also agrees
to pay all accrued but unpaid benefits due Assigned Employees if
this Agreement is terminated for any reason.
D. Workplace Safety and Workers' Compensation Compliance.
1. Compliance. CLIENT agrees that it is primarily responsible
for complying with all health, safety, and environmental
rules, regulations, and statutes and that it will use its
commercially reasonable efforts to comply at its expense with
all safety, health and work environment laws, regulations,
ordinances, directives, notices, warnings, and rules imposed
by controlling federal, state and local governments,
including, but not limited to OSHA and it will promptly report
to OASIS, all accidents and injuries involving Assigned
Employees. CLIENT agrees to provide OASIS with a complete list
of hazardous materials that Assigned Employees may come into
contact with, the proper method of handling, and the dangers
of each in conformity with the law and Material Safety Data
Sheets for each such material. CLIENT also agrees to comply at
its expense with any commercially and fiscally reasonable
directives from OASIS, its workers' compensation carrier or
any government agency having jurisdiction over the work place,
health and safety. CLIENT shall provide all Assigned Employees
protective equipment, as required by federal, state or local
law, regulation, ordinance, directive or rule or as deemed
reasonably necessary by OASIS or its workers' compensation
carrier. OASIS, its workers' compensation carrier and its
liability insurance carriers shall have the right to inspect
CLIENT's premises to ensure that Assigned Employees are not
exposed to abatable recognized hazards. In no event shall this
right, the exercise of this right or the non-exercise of this
right affect any of CLIENT's obligations to OASIS, its
indemnification to OASIS, Oasis Indemnified Parties or the
Assigned Employees specified in this Agreement, or to any
other person or entity.
2. Alternate workers compensation policies. In the event that
applicable law requires to maintain its own policy of workers'
compensation insurance, or a lawful alternative to same,
CLIENT shall cause OASIS to be named as alternate employer, or
an additional insured on said policy or alternative coverage.
In addition, in such situations where CLIENT maintains its own
workers compensation policy, CLIENT shall at no time directly
pay any workers compensation premiums but shall instead, at
least five (5) days prior to the premium due date, remit to
OASIS by overnight mail, next day delivery service, a cashiers
check sufficient to cover the premium due from CLIENT
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or OASIS. CLIENT may also authorize OASIS, at its option, to
direct debit the account of CLIENT for the premiums due to the
carrier. OASIS shall have no responsibility in such situation
where CLIENT retains its own workers compensation policy other
than to remit to the carrier such payments as CLIENT forwards
to OASIS.
3. Transitional Duty Assignments. CLIENT agrees to comply with
OASIS' workers compensation transitional duty requirements.
E. Insurance.
1. Automobile, Liability, Property, Malpractice and Errors &
Omission Protection. If any Assigned Employee is required to
drive a vehicle of any kind for CLIENT, CLIENT will furnish
and keep in full force and effect during the term of this
Agreement liability insurance to include coverage for public
liability, both bodily injury and property damage, with a
minimum combined single limit of One Million Dollars
($1,000,000) and uninsured motorist coverage with a minimum
combined single limit of Sixty Thousand Dollars ($60,000), or
the minimum limit required by applicable state law, whichever
is higher. If an Assigned Employee performs any duties in a
professional capacity, CLIENT agrees to exercise such
direction and control over said employee sufficient to comply
with all applicable laws, and CLIENT shall furnish malpractice
insurance which shall cover any acts, errors or omissions,
including, but not limited to, negligence. The employee shall
be deemed the employee of CLIENT for the purposes of this
insurance. CLIENT agrees to cause its insurance carrier(s) to
name OASIS as additional insured on CLIENT's policy and shall
provide evidence of such coverage, and shall issue a
Certificate(s) of Insurance evidencing same to OASIS allowing
not less than thirty (30) days' notice of cancellation or
material change. CLIENT agrees to file against such policy
exclusively with respect to any claim for malpractice or
errors and omissions or any other claim covered thereunder for
any Assigned Employee engaged in the performance of licensed
and/or professional duties. CLIENT agrees to indemnify, hold
harmless, protect and defend OASIS and Oasis Indemnified
Parties, or to cause its insurance carrier to indemnify, hold
harmless, protect and defend OASIS from and against any and
all liabilities of any kind, including costs and attorney's
fees arising out of any such claim.
2. General Liability Insurance Protection. CLIENT agrees to
keep in full force and effect at all times during the term of
this Agreement, a commercial general liability insurance
policy in the minimum limit of One Million Dollars
($1,000,000) insuring CLIENT against bodily injury and
property damage liability caused by CLIENT's premises,
operations, completed operations and/or products. Said policy
shall also include blanket contractual liability and personal
injury liability. CLIENT shall provide OASIS with a
certificate of insurance naming OASIS as additional insured,
and to provide OASIS with thirty (30) days' notice in the
event of cancellation of coverage. CLIENT agrees that with
respect to any claim or event alleging or resulting in bodily
injury or property damage that involves an Assigned Employee,
and is not covered by workers' compensation insurance, CLIENT
agrees to indemnify OASIS and file for recovery under CLIENT's
appropriate liability insurance policy.
3. CLIENT is required for its own protection to secure all
necessary forms of liability insurance that CLIENT would feel
be reasonably essential to have if OASIS Assigned Employees
were the employees of CLIENT.
F. Indemnification. CLIENT hereby unconditionally indemnifies, holds
harmless, protects and defends OASIS its subsidiaries, affiliates,
related, and parent companies, their respective shareholders,
non-Assigned Employees, attorneys, officers, directors, agents and
representatives (all such indemnified parties are referred to as
"Oasis Indemnified Parties") from and against any and all claims,
demands, damages (including liquidated, punitive, and
compensatory), injuries, deaths, actions and causes of actions,
costs and expenses (including reasonable attorney's fees and
expenses at all levels of proceedings), losses and liabilities of
whatever nature (including liability to third parties), and all
other consequences of any sort, that may be asserted or brought
against OASIS or any Oasis Indemnified Party which arises from
equipment or vehicles utilized by Assigned Employees, the products
and/or services provided by CLIENT, the negligence of CLIENT in
performing its obligations under this Agreement, the actions of any
Assigned Employee employed by CLIENT, or of any other individual
while under the supervision, direction or control of the CLIENT,
including without limitation any violation of any local, state
and/or federal law, regulation, ordinance, directive or rule
whatsoever, and all employment related matters other than those
which Oasis is solely responsible to administer or provide pursuant
to this Agreement.
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G. Special Benefits Administration Agreement.
1. Health Benefits. If this Agreement is terminated for any
reason, CLIENT shall take all necessary action to replace
health care coverage for Assigned Employees covered by this
Agreement so as to avoid the implication of a qualifying event
as defined by Internal Revenue Code ("IRC") Section 4980B. If
CLIENT fails to provide such health care coverage OASIS shall
be obligated to extend continuation of its health care
coverage in accordance with IRC Section 4980B, and CLIENT
shall then remit to OASIS the cost per Assigned Employee to
provide such coverage. In addition, if CLIENT fails to provide
such health care coverage within one hundred and twenty (120)
days after the termination of this Agreement, CLIENT shall pay
to OASIS a one time charge of $500 per affected Assigned
Employee. CLIENT agrees that this sum is fair compensation to
OASIS for its expense in extending the coverage to Assigned
Employees which were covered under this Agreement.
2. Cobra Notifications. CLIENT agrees to comply with the
provisions of IRC Section 4980B and to notify OASIS of any
event that would constitute a qualifying event under said
statute as soon as it becomes aware of said event. If CLIENT
fails to notify OASIS of a qualifying event under IRC and
Section 4980B CLIENT shall be liable for any and all costs or
penalties incurred by OASIS as the result.
3. Retirement plans. To assure compliance with the Internal
Revenue Code, the Employee Retirement Income Security Act and
other related federal regulations, CLIENT certifies that it
has properly disclosed the following to OASIS on the required
Retirement Plan Questionnaire: (1) any retirement plans
currently or previously maintained by the CLIENT or any
related entities (within the meaning of the Internal Revenue
Code sections 414(h), 414 (c)); (2) listed all of the owners,
officers and shareholders (to identify those highly
compensated and key employees for purposes of discrimination
and top heavy testing); (3) listed/entered any family
relationships for owners, officers and shareholders with
Assigned Employees. In the event that CLIENT has failed to
properly identify and/or properly complete the Retirement Plan
Questionnaire, CLIENT agrees to unconditionally hold harmless,
indemnify, protect and defend OASIS and OASIS Indemnified
Parties or any and all liabilities arising therefrom.
Prior to CLIENT merging its retirement plan into the qualified
OASIS retirement plan or prior to CLIENT transferring assets
from its qualified retirement plan into OASIS' retirement
plan, CLIENT understands and agrees that OASIS shall have the
right to inspect all retirement plan documents, records, IRS
determinations, etc. for compliance with the law.
CLIENT also understands and agrees that if this Agreement is
terminated and the CLIENT does not adopt a successor
retirement plan and arrange for a transfer of assets from
OASIS retirement plan within one hundred and twenty (120) days
of the termination date, all Assigned Employees covered under
OASIS retirement plan will become fully vested in their
account balances. Furthermore, CLIENT agrees to reimburse
OASIS an administrative fee in the amount of $500 per annum or
any part thereof plus $25 per Assigned Employee per annum or
any part thereof for continuing to administer the plan
following such 120 day period.
If CLIENT maintained a retirement plan during the plan year
(January 1 though December 31) prior to merging its retirement
plan with OASIS' retirement plan, CLIENT agrees to provide
OASIS with all required information (including but not limited
to Box 1 wages and Assigned Employee deferrals, employer
matches, and contributions, etc.) prior to merging its
retirement plan with OASIS' retirement plan so OASIS may
conduct discrimination testing on a combined basis for the
first plan year Due Diligence Compliance review.
CLIENT agrees that in the event OASIS' retirement plan as
adopted by CLIENT becomes top heavy as defined by the
prevailing Internal Revenue Code and/or regulations, CLIENT
will be solely responsible for making a contribution to
non-key employees to satisfy the top heavy test, or CLIENT
participants may be subject to returned deferrals.
In addition, CLIENT further warrants that no covered Assigned
Employee is receiving compensation from CLIENT that is not
paid by OASIS. CLIENT understands that any payment made to any
Assigned Employee outside this Agreement may result in OASIS
retirement plan being disqualified. Should OASIS retirement
plan be disqualified as a result of CLIENT failing to
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report any compensation to covered Assigned Employees, CLIENT
will be solely liable for any damages of any nature arising
out of the failure to report such compensation to OASIS.
H. CLIENT agrees it will comply with the Worker Adjustment and
Retraining Notification Act (WARN Act) and that it will give OASIS
at least ten (10) days notice before a WARN Act notification is
required to be given to Assigned Employees.
I. Client Compliance. CLIENT warrants that, all wages and benefits for
all past and present Assigned Employee(s) are current and that
there is no liability for same to which OASIS and Oasis Indemnified
Parties could succeed. CLIENT expressly agrees to indemnify, hold
harmless and defend OASIS and Oasis Indemnified Parties from any
and all liabilities, known or unknown, including without limitation
costs and reasonable attorneys' fees, which could arise out of any
allegation, assertion or claim that OASIS or Oasis Indemnified
Parties are a successor employer of CLIENT.
J. Compliance with Federal, State, and Local Laws.
1. CLIENT acknowledges, understands and agrees that,
notwithstanding any other provisions of this Agreement, the
fees charged by OASIS and remitted by CLIENT are not intended
to compensate OASIS for the risk associated with the
liabilities which may arise out of the improper management of
Assigned Employees or for the violation of various local,
state, and federal employment statutes. CLIENT is responsible
for complying with all federal, state and local laws,
regulations and ordinances including, but not limited to,
those relating to employment labor and wage and hour issues,
safety and health, environmental issues, hazardous waste,
access to CLIENT'S premises, and accommodation of protected
individuals under the law, just as if, and to the same extent
as if this Agreement did not exist.
2. Premises & Accommodation Liability (ADA). The parties agree
that any exposure, risk or liability for said access or
accommodation or failure thereof, whether imposed by the
Americans with Disabilities Act or some other federal, state
or local statute, law or regulation, shall be the sole
responsibility of CLIENT.
3. Family and Medical Leave Act (FMLA) Compliance. It shall be
CLIENT's sole responsibility to determine the size of its work
force, the number of hours of work required to meet the market
demand for CLIENT'S service and/or product, Assigned Employee
scheduling, and the suitability of individuals for any
specific job duties. Accordingly, for purposes of determining
whether and to what extent any individual worker can be
allowed to take time off away from work for any purpose, and
to what extent if any such time off would require the
assignment of a replacement worker, CLIENT shall have the
primary responsibility for making such determinations, and
OASIS shall have the secondary responsibility for implementing
such aspects of said determinations as may be appropriate
under this Agreement. CLIENT shall be solely responsible for
all costs to comply with the FMLA, including without
limitation the cost of securing a replacement job position for
any worker covered by this Agreement, and the cost of any
benefit plan coverage associated with FMLA compliance. CLIENT
shall pay all costs associated with any person placed in a job
vacancy created in compliance with FMLA. CLIENT further agrees
that it will at all times comply with the Family and Medical
Leave Act ("FMLA") and CLIENT's responsibilities to reinstate
employees and in all other manner to comply with the FMLA
shall survive termination of this Agreement.
K. OASIS will notify Assigned Employees of this Agreement at inception
and termination of this Agreement. CLIENT shall also immediately
upon termination of this Agreement notify Assigned Employees of the
termination of this Agreement and inform them that they are no
longer covered by OASIS's workers compensation policy.
L. All indemnification obligations survive the termination of this
Agreement.
M. Both parties agree to cooperate with each other and that duty to
cooperate is material to the other party's duty to perform.
N. Legal Counsel. OASIS does NOT provide legal advice. CLIENT
acknowledges its responsibility to seek, as it sees fit, whatever
legal counsel or advice it deems appropriate or necessary and that
it will in no event consider any service, information or suggestion
provided by OASIS as anything constituting legal advice or opinion.
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V. SERVICE FEES.
A. The Administrative Fee. The Administrative Fee charged to CLIENT
and payable at the end of each pay period will be equal to the rate
specified on Exhibit A. Any increase or decrease in the
Administrative Fee for statutory increases in employment taxes,
shall be effective on the date of such increase or decrease.
Workers' compensation and employee health benefit costs will also
be adjusted as of the effective dates. A thirty (30) day
notification shall be required of OASIS before changes are to be
made in OASIS' Administrative Fee (see Exhibit A) charged to
CLIENT.
B. CLIENT expressly agrees and understands that no Assigned Employee
shall become employed by OASIS, covered by OASIS' workers'
compensation insurance or any other benefit or term and condition
of employment or issued a payroll check, unless the individual has
prior to commencing work, substantially completed OASIS' new hire
packet employment form (which includes but is not limited to the
W-4 & I-9) In addition, OASIS shall not be considered to be an
employer of any individual (except as may be required by law) for
whom payroll information is not supplied during any payroll period.
CLIENT assumes full responsibility for workers compensation claims
of individuals paid directly by CLIENT, as well as for other
non-Assigned Employee parties hired by or working for CLIENT,
whether as an employee, independent contractor, or in any other
status.
C. Other Service Fee Components. CLIENT will pay, at the end of each
regular or special pay period all additional costs or expenses
incurred at the request of CLIENT, including replacement personnel
or temporary personnel provided by OASIS, any assigned field
supervisor, safety engineering, fidelity bonding, professional
liability insurance, overnight mail charges, continuing education,
etc.
D. Payments. All payments to OASIS by CLIENT will be made, at CLIENT's
option, upon presentation via a bank wire transfer or direct debit
to an account of CLIENT or an ACH Transfer. OASIS agrees to notify
CLIENT in writing within 24 hours after CLIENT's failure to timely
make payments to cover invoice. If CLIENT fails to make the payment
within three (3) business days after receipt of OASIS' written
notice OASIS may immediately terminate this Agreement. Bank drafts
returned unpaid from CLIENT's bank will be subject to any costs
incurred by Oasis or as is permitted by law. An unpaid balance will
also be subject to a periodic charge of one and one-half (1.5)
percent per calendar month until paid. CLIENT agrees to post two
surety bonds for the benefit of OASIS in the amount of $285,000 and
$400,000 , which can be used to remedy the default by CLIENT of any
payment provision provided for herein and any default by Calibur
Systems, Inc. of any payment provision in the Client Service
Agreement between OASIS and Calibur Systems, Inc., a Tennessee
corporation and an affiliate of CLIENT. CLIENT agrees to keep the
$285,000 bond in effect for the duration of this Agreement, and
OASIS may immediately terminate this Agreement should CLIENT fail
to renew such bond at any time. Unless otherwise agreed to by both
CLIENT and OASIS, CLIENT agrees to keep the $400,000 bond in effect
for the first six months of this Agreement. OASIS shall bear the
cost of the premiums for the $400,000 bond.
VI. GENERAL PROVISIONS.
A. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes any and all agreements, whether
oral or written, between the parties with respect to its subject
matter. If an action is brought by either party hereto for breach
or default of any provision of this Agreement, the prevailing party
in such action shall be awarded reasonable attorneys' fees and
costs in addition to any other relief to which the party may be
entitled.
B. Modification. This Agreement may not be altered or amended except
by written agreement duly executed by all parties hereto.
C. Successors. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and
assigns.
D. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and such
counterparts shall together constitute but one and the same
agreement, binding upon all the parties hereto, notwithstanding
that all the parties are not signatories to the original of the
same counterpart.
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E. Headings. The headings and labels of the paragraphs of this
Agreement are inserted solely for convenience of reference, and in
no way define, limit, extend or aid in the construction of the
scope, extent or intent of this Agreement or of any term or
provision hereof.
F. Severability. Should any term, warranty, covenant, condition or
provision of this Agreement be held to be invalid or unenforceable,
the balance of this Agreement shall remain in force and shall stand
as if the unenforceable part did not exist.
G. Choice of Law. The substantive law of the state of Florida shall
control the construction of this Agreement.
H. Venue and Jurisdiction. Any action or counterclaim arising out of
or related to this Agreement shall be brought in Palm Beach County,
Florida. The parties hereby irrevocably consents to be subject to
the jurisdiction of the courts of Florida concerning any case or
controversy arising out of or related to the Agreement.
I. Attorney's fees. In any suit, action or proceeding arising out of
or in connection with this Agreement to enforce the terms of this
Agreement, the prevailing party shall be entitled to an award of
all reasonable cost pertaining thereto, including reasonable
attorneys' fees and costs, in addition to any other relief to which
the prevailing party may be entitled, including fees and
disbursements in administrative, regulatory, insolvency,
bankruptcy, and appellate proceedings.
J. Waiver. The failure of any party to enforce at any time the
provisions of this Agreement shall not be construed as a waiver of
any provision or of the right of such party thereafter to enforce
each and every provision of this Agreement.
K. Assignment. Neither CLIENT nor OASIS shall transfer or assign this
Agreement or any part thereof without the prior written consent of
the other which consent shall not be unreasonably withheld; in
addition, either party may assign this Agreement without the other
party's consent to one of its subsidiaries or affiliates provided
that the subsidiary or affiliate is controlled and managed by the
same group of individuals and is of comparable financial strength.
L. Default & Termination. In addition to the means of termination
specified in Section V(D) above, this Agreement may also be
terminated by OASIS, at OASIS' sole discretion, for the following:
1. Failure of CLIENT to pay any monies due under this
Agreement, which is not cured within 3 business days after
CLIENT's receipt of written notice from OASIS.
2. Failure of CLIENT to comply within the time specified by
OASIS with any directive of OASIS when such directive is
promulgated or made necessary by (i) a federal, state or local
governmental body, department or agency, (ii) an insurance
carrier providing coverage to OASIS and/or the Assigned
Employees and/or (iii) specific circumstances which currently
or potentially affect OASIS, CLIENT or Assigned Employees
covered by this Agreement, which failure is not cured within
thirty (30) days after CLIENT's receipt of written notice from
OASIS.
3. Direct payment of taxable wages by CLIENT to Assigned
Employees for services contemplated by this Agreement.
N. Notices. Any notice, request, demand or other communication
required or permitted hereunder shall be in writing and shall be
deemed to be properly given (I) three days after deposited in the
United States Postal Service, certified mail return receipt
requested, postage prepaid, or (ii) one day after deposited with an
overnight courier service, next day delivery guaranteed, fees paid
by sender, or (iii) upon hand delivery and addressed:
1. In the case of OASIS to: Legal Department, Oasis
Outsourcing, Inc. 4200 Wackenhut Drive, Suite 100, Palm Beach
Gardens, FL 33410 or to such other person or address as OASIS
may furnish to CLIENT.
2. In the case of CLIENT, to the address shown on Exhibit A,
or to such other person or address that CLIENT may furnish
from time to time to OASIS.
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O. No Third Party Beneficiaries. The parties acknowledge and agree
that this Agreement creates no rights for or in favor of any person
or third party not a party to this Agreement, and that no such
person may place any reliance hereon.
P. Acknowledgments. CLIENT acknowledges that it has not been induced
to enter into this Agreement by any representation or warranty not
set forth in this Agreement including but not limited to any
statement made by any marketing agent of OASIS. CLIENT acknowledges
that OASIS has made no representations whether OASIS will improve
the performance of CLIENT's business.
CLIENT specifically authorizes and acknowledges OASIS will conduct
a credit and background reference check on CLIENT and such
officers, supervisors, and/or employees of CLIENT as OASIS deems
appropriate in compliance with the requirements of law.
CLIENT acknowledges the Agreement shall be valid and enforceable
only upon the signature by an authorized Controlling Person of
OASIS.
CLIENT acknowledges that it would be essential to OASIS to have
complete knowledge of any government investigation or inquiry or
private adversary action which could in any manner impact upon the
types of duties contemplated by this Agreement. For example, but
not by limitation, an audit by the Bureau of Workers' Compensation
could affect the performance of functions under this Agreement.
Therefore CLIENT hereby makes complete and full disclosure of any
such administrative proceeding (including but not limited to EEOC,
NLRB, OSHA and Wage & Hour matters), investigation, lawsuits, or
other adversary proceeding, including those which are threatened as
well as those not yet asserted, in which CLIENT has been involved
during the last five (5) years.
Client understands that pursuant to Florida law, it may not enter into an
employee leasing relationship with OASIS if Client owes a current or prior
employee leasing company any money pursuant to any service agreement which
existed between that current or prior employee leasing company and Client, or if
Client owes a current or prior insurer any premium for workers' compensation
insurance. Client has met any and all prior premium and fee obligations with
regard to workers' compensation premiums and employee leasing payments.
Under penalties of perjury, I declare that I have read the foregoing document
and that the facts stated in it are true. In addition, the foregoing Agreement
is agreed to.
SIGNATURE
CLIENT
Signature: Carlos Bared Date 5-5-00
-------------------------------- -----------------------
Print Name and Title Carlos Bared, Senior Vice President and C.F.O.
------------------------------------------------------------
OASIS OUTSOURCING, INC.
Signature: Daniel S. McHenry Date 5-8-00
-------------------------------- -----------------------
Daniel S. McHenry, Controlling
Person
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FIRST ADDENDUM TO CLIENT SERVICE AGREEMENT
THIS FIRST ADDENDUM TO CLIENT SERVICE AGREEMENT ("Addendum") is made as
of the 5th_ day of May, 2000 between OASIS OUTSOURCING, INC. ("OASIS") and REWJB
GAS INVESTMENTS, a Florida general partnership doing business as FARM STORES
("CLIENT"), and is attached to and forms a part of that certain printed form of
Client Service Agreement between the same parties of even date herewith (the
"Agreement").
Preliminary Statement
OASIS and CLIENT wish to clarify certain provisions of the Agreement
and to set forth certain additional agreements which they have made.
The parties hereto agree as follows:
1. All capitalized terms used in this Addendum and not otherwise
defined herein shall have the same meanings as provided for in the Agreement. In
the event of any inconsistency or conflict between the terms of this Addendum
and the terms of the Agreement, the terms and provisions of this Addendum shall
govern and control.
2. In addition to the services set forth in the printed form of
Agreement, OASIS agrees to provide CLIENT with the following services:
a) compliance administration and consultation, and making all
required filings, regarding the following laws, as amended from time to
time: the FLSA and/or comparable state and local laws; COBRA; the
Immigration and Nationality Act and the Immigration Reform and Control
Act; the Consumer Credit Protection Act and/or comparable state and
local laws; ERISA and other laws covering employee benefit plans; the
FMLA and similar state and local leave laws; OSHA and comparable state
and local laws, regulations and ordinances; the National Labor
Relations Act; all other applicable federal, state or local employment
laws (e.g., Title VII of the Civil Rights Act, the ADA (other than
Title III), the Age Discrimination in Employment Act, etc.).
Notwithstanding OASIS' undertaking to provide the foregoing services,
CLIENT shall continue to be responsible for compliance with the
aforementioned laws, subject to OASIS' obligation to indemnify CLIENT
pursuant to the Agreement.
b) the services described on Exhibit "B" attached hereto and
made a part hereof (other than those described as "Optional", which
shall be provided by OASIS to CLIENT only if requested by CLIENT and
agreed to by OASIS on terms set forth in a subsequent agreement).
3. OASIS agrees to cooperate with CLIENT in the following ways:
a) in all instances in which Assigned Employees have been
instructed to report directly to OASIS personnel or OASIS otherwise
acquires knowledge thereof, OASIS shall promptly notify CLIENT of all
employee issues, including, but not limited to, employee work-related
injuries or accidents and workers' compensation claims, wage and hour
disputes, union organizational activities, formal or informal
work-related complaints (e.g., complaints of harassment or unfair
treatment, charges of discrimination), governmental investigations,
audits, threatened employment related claims, or judicial,
administrative or other legal proceedings, or any similar
employment-related developments (all of the foregoing are collectively
referred to as "Employment Matters");
b) OASIS shall cooperate in the defense of any Employment
Matter that may become pending or threatened against or affect CLIENT,
OASIS, or both;
c) OASIS shall consult with CLIENT before taking any action
with respect to an Employment Matter or any other employment action
which could be construed as adverse to the employee (e.g., firing,
demoting, officially reprimanding or transferring, etc.); and
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d) OASIS shall consult with CLIENT before taking any action in
administrative or judicial proceedings (other than on OASIS' sole
behalf) in cases in which OASIS has asserted or intends to or may
assert indemnification rights or a third party or other claim against
CLIENT.
4. In performing its services under this Agreement, OASIS agrees to
comply with all federal, state and local laws, statutes, regulations,
ordinances, and rules, etc. applicable to the provision of its services,
including, without limitation, those relating to (i) the payment of wages, (ii)
the withholding, collection and/or payment of employment-related taxes, (iii)
employee benefit plans offered or administered by OASIS, (iv) ERISA, (v)
immigration and naturalization, (vi) COBRA, (vii) workers' compensation, (viii)
union activities, (ix) Employment Matters, and (x) employment discrimination.
OASIS shall be responsible for administering and complying with the requirements
of courts and governmental agencies relating to child support payments,
garnishments, and levies against wages of Assigned Employees, and for responding
to and complying as required with all official requests or subpoenas for
documents and records relating in any way to any Assigned Employees or
Employment Matters.
5. CLIENT shall have no obligation to OASIS to implement any policies
or procedures (including, without limitation, any drug testing program or any
light duty program) or to make any accommodations under the ADA which are not
commercially or fiscally reasonable, nor shall CLIENT have any liability to
OASIS for its failure to do so. Further, nothing in the Agreement shall be
deemed to afford to OASIS a right of action against CLIENT for damages as a
result of or in connection with CLIENT's failure to comply with any non-employee
related law, statute, rule, ordinance, or regulation, etc. OASIS' sole remedies
in respect of CLIENT's failure to implement any policies or procedures
recommended by OASIS, or to make accommodations under the ADA, or to comply with
any non-employee related law, statute, rule, ordinance or regulation, etc. shall
be to terminate the Agreement, provided that this limitation of OASIS' remedies
shall not affect OASIS' right to indemnification from CLIENT in respect of
claims made by CLIENT or third parties against OASIS in the circumstances
described in Section IV.F of the Agreement.
6. OASIS' workers' compensation policy shall name CLIENT as an insured,
shall contain a waiver of subrogation provision, shall be primary over any
policy or liability of CLIENT, shall operate (save for the limits of liability)
as if a separate policy were issued to CLIENT, and shall not apply a deductible.
All individuals (other than independent contractors) performing employee
services for CLIENT at a Client location (with the intent of CLIENT of having
such individual become an Assigned Employee) shall be covered by OASIS' workers'
compensation insurance policy from the time they commence work at a Client
location (notwithstanding that OASIS may not have received a completed
employment application for such employee or approved and assigned such employee
to a Client location); provided, however, that OASIS may discontinue such
coverage for an individual forty-eight hours after CLIENT receives notice from
OASIS that OASIS has rejected the employment application for that individual. In
addition to the insurance set forth in the Agreement, OASIS agrees to maintain
during the term of this Agreement general liability coverage with a minimum
combined single limit of One Million Dollars. OASIS agrees to provide CLIENT
with a copy of the insurance policies and certificates regarding the insurances
maintained by it and required or provided under this Agreement when requested.
OASIS will continuously provide to CLIENT current and effective certificates of
such insurance coverages, in which the insurer or agent agrees to provide thirty
(30) days' prior written notice to CLIENT of any termination or adverse change
to the policy.
7. OASIS agrees to unconditionally indemnify, hold harmless, protect
and defend CLIENT and its subsidiaries, affiliates, related, and parent
companies, and their respective shareholders, employees, attorneys, officers,
directors, agents and representatives (all such indemnified parties are referred
to as "CLIENT Indemnified Parties") from and against any and all claims,
demands, damages (including liquidated, punitive, and compensatory), injuries,
deaths, actions and causes of actions, costs and expenses (including reasonable
attorneys' fees and expenses at all levels of proceedings), losses, and
liabilities of whatever nature (including liability to third parties), and all
other consequences of any sort, that the CLIENT or a CLIENT Indemnified Party
may incur, suffer, become liable for or that may be asserted or brought against
CLIENT or any CLIENT Indemnified Party arising from or in connection with (i)
OASIS' performance or nonperformance of its responsibilities or obligations
under the Agreement, or (ii) CLIENT's adherence to OASIS' policies, procedures
or recommendations regarding employment practices which are illegal or give rise
to civil liability on the part of CLIENT.
8. All claims for indemnification by an indemnified party under the
Agreement shall be asserted and resolved as follows:
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(a) In the event that any claim or demand for which an
indemnifying party would be liable to an indemnified party hereunder is
asserted against or sought to be collected from such indemnified party
by a third party, the indemnified party shall with reasonable
promptness notify the indemnifying party of such claim or demand,
specifying the nature of and specific basis for such claim or demand
and the amount or the estimated amount thereof to the extent then
feasible (a "Claim Notice"). No delay on the party of the indemnified
party in notifying the indemnifying party shall relieve the
indemnifying party from any liability of obligation hereunder unless
(and then solely to the extent) the indemnifying party is materially
prejudiced by such failure to give notice. The indemnifying party shall
have thirty (30) days from the delivery of the Claim Notice (the
"Notice Period") to notify the indemnified party (i) whether or not it
disputes the liability of the indemnifying party to the indemnified
party hereunder with respect to such claim or demand, or (ii)
notwithstanding any such dispute, whether or not it desires, at the
sole cost and expense of the indemnifying party, to defend the
indemnified party against such claim or demand; provided, however, that
the indemnified party is hereby authorized, prior to and during the
Notice Period, to file any motion, answer or other pleading which it
shall deem necessary or appropriate to protect its interests or those
of the indemnifying party and not materially prejudicial to the
indemnifying party.
(b) In the event that the indemnifying party notifies the
indemnified party within the Notice Period that it desires to defend
the indemnified party against such claim or demand then, except as
hereinafter provided, the indemnifying party shall have the right to
defend against such claim or demand with counsel of its choice,
reasonably acceptable to the indemnified party, and by all appropriate
proceedings, which proceedings shall be promptly settled or prosecuted
by it to a final conclusion; provided, however, that the indemnifying
party shall not, without the prior written consent of the indemnified
party, consent to the entry of any judgment against the indemnified
party or enter into any settlement or compromise which does not
include, as an unconditional term thereof, the giving by the claimant
or plaintiff to the indemnified party of a release, in form and
substance satisfactory to the indemnified party, from all liability in
respect of such claim or litigation. If the indemnified party desires
to participate in any such defense or settlement, it may do so at its
sole cost and expense; provided, however, that if in the reasonable
judgment of the indemnified party there may be a conflict of interest
between the indemnifying party and the indemnified party in the conduct
of the defense of such action, the reasonable fees and expenses of such
counsel to the indemnified party shall be at the expense of the
indemnifying party. If requested by the indemnifying party, the
indemnified party agrees to cooperate with the indemnifying party and
its counsel in contesting any claim or demand which the indemnifying
party elects to contest, or, if appropriate and related to the claim in
question, in making any counterclaim against the person asserting the
third party cross complaint against any person. If the indemnifying
party elects to defend the indemnified party against the claim or
demand, the indemnified party will not consent to the entry of any
judgment or enter into any settlement with respect to such claim or
demand without the written consent of the indemnifying party, which
consent shall not be unreasonably withheld or delayed.
(c) If the indemnifying party elects not to defend the
indemnified party against such claim or demand, whether by not giving
the indemnified party timely notice as provided above or otherwise,
then (A) the indemnified party may defend against, or enter into any
settlement with respect to, the claims or demand, in any manner it
reasonably may deem appropriate, without prejudice to any of its rights
under the Agreement, and (B) the amount of any such claim or demand or
settlement, and all costs, including reasonable attorneys' fees and
disbursement, incurred by the indemnified party in connection
therewith, or if the same be defended by the indemnifying party or by
the indemnified party (but the indemnified party shall not have any
obligation to defend such claim or demand), then that portion thereof
as to which such defense is unsuccessful, in each case shall be
conclusively deemed to a liability of the indemnifying party hereunder,
unless the indemnifying party shall have disputed its liability to the
indemnified party hereunder, as provided in paragraph (a), above, and
prevails in such dispute.
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(d) In the event an indemnified party should have a claim
against an indemnifying party hereunder which does not involve a claim
or demand being asserted against or sought to be collected from it by a
third party, the indemnified party shall promptly send a Claim Notice
with respect to such claim to the indemnifying party. If the
indemnifying party does not notify the indemnified party within the
Notice Period that it disputes its liability with respect to such claim
or demand, the amount of such claim shall be conclusively deemed a
liability of the indemnifying party.
No claim that is covered by insurance maintained by or in favor of the
indemnified party shall be subject to indemnification under the Agreement.
Except where a party hereto is liable to a third party on a third party claim
that is subject to indemnification under the Agreement, neither party shall be
liable to the other for exemplary, punitive, special, incidental, indirect or
consequential damages.
9. OASIS will maintain in each Assigned Employee's file documentation
which OASIS receives from CLIENT evidencing the Assigned Employee's completion
of the applicable training programs, and will retain records required by the
applicable federal, state or local agencies, as disclosed by CLIENT or the
applicable agency to OASIS. OASIS' on-site account executive will monitor
whether each Assigned Employee has timely completed the training programs, will
report non-compliance to CLIENT in advance of the training deadline (on a
schedule agreed to by OASIS and CLIENT), will make all filings and reports to
federal, state, and local agencies required by them, and will recommend all
necessary employment actions (including, without limitation, discipline and
termination) in respect of Assigned Employees, to enable CLIENT to continue to
participate in such programs, comply with applicable law, retain its
certification as a responsible vendor, and continue to sell food, alcohol and
cigarette, and other regulated products.
10. OASIS represents and warrants to CLIENT that OASIS is a "help
supply services company" as described in Fla. Stat. Section 440.11(2), and,
that, during the term of this Agreement, and while Fla. Stat. Section 440.11(2)
is valid law in Florida, CLIENT will enjoy the immunity from liability of an
employer under Chapter 440, Florida Laws to the same extent that it would enjoy
such immunity absent this Agreement, as sole employer of the Assigned Employees.
11. During the term of the Agreement OASIS will, at CLIENT's request,
provide CLIENT with copies of documents contained in an Assigned Employee's
file, and will immediately transmit to CLIENT (in a form acceptable, accessible
and processible to CLIENT and including, without limitation, e-mail and hard
copies) information which CLIENT requests regarding Assigned Employees. In
addition, OASIS will furnish to CLIENT, at no additional charge, reports, both
standardized and customized, which CLIENT requests from time to time (and which,
at CLIENT's request, may be provided on a periodic basis) regarding data
collected and/or maintained by OASIS relating to Assigned Employees, Employment
Matters, and/or the services provided by OASIS under the Agreement. OASIS
represents that such reports will accurately reflect the data collected and
maintained by OASIS.
12. OASIS acknowledges that CLIENT reserves the right to implement and
use pre-employment tools and programs (e.g., testing, screening, drug testing)
and post-employment testing and training tools and programs.
13. OASIS acknowledges that CLIENT shall have the right to continue to
offer or to commence to offer to Assigned Employees any benefits not
specifically reserved to OASIS, such as, by way of illustration and not
limitation, use of automobiles and/or automobile or gasoline allowances, sign-on
bonuses, severance packages, and bonus programs. OASIS further acknowledges and
represents and warrants that CLIENT shall have the right to offer incentive
stock option plans (qualified and non-qualified), profit sharing plans,
retirement plans, and employee stock ownership programs. CLIENT shall keep OASIS
informed of any benefits or plans offered to Assigned Employees that affect such
Assigned Employee's tax withholdings. OASIS and CLIENT acknowledge and agree
that (i) CLIENT has the exclusive right to grant stock options to Assigned
Employees, (ii) CLIENT has a right to hire, fire and control the activities of
Assigned Employees, (iii) CLIENT has the exclusive right to determine the
economic value of the labor performed by, including compensation levels and the
number and value of the options granted to, Assigned Employees, (iv) Assigned
Employees shall have the ability to participate in CLIENT's benefit plans, if
any, on the same basis as other comparable non-Assigned Employees, and (v)
CLIENT will remit to OASIS adequate funds to cover the complete remuneration and
compensation of Assigned Employees on or before the contractually agreed upon
date. Based upon the agreements and acknowledgments set forth in the preceding
sentence, OASIS represents to CLIENT that an incentive stock option plan offered
by CLIENT will qualify for tax treatment as an incentive plan to the same extent
that it would absent this Agreement (as if CLIENT were the sole employer of the
Assigned Employees).
14. OASIS acknowledges and agrees that if CLIENT (with the prior
approval of OASIS) adopts policies and procedures requiring Assigned Employees
to report certain employee issues and information directly to OASIS personnel
rather than to CLIENT management, CLIENT management shall have no separate
obligation to
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report such employee issues and information to OASIS unless management learns of
such matter and that it has not been reported to OASIS.
15. Subject to CLIENT's continued eligibility, OASIS shall comply with
the procedures and assist CLIENT in making the required filings to permit CLIENT
to receive federal work opportunity tax credits, which credits shall be for the
benefit of CLIENT and taken by CLIENT on CLIENT's tax returns. CLIENT shall be
responsible for any fees associated with third party administrators to
administer this program.
16. OASIS agrees that, prior to the second anniversary of the
Commencement Date, (i) it will not increase the fees or rates set forth on
Exhibit A in respect of workers' compensation, SUTA, or administration, and (ii)
it may increase the fees or rates set forth on Exhibit A in respect of FICA and
FUTA only as a result of a federally mandated rate change applicable to all
employers. If OASIS proposes to increase the fees or rates set forth on Exhibit
A on or after the second anniversary of the Commencement Date, OASIS shall give
written notice to CLIENT at least ninety (90) days prior to the date on which
the increase will occur, specifying the amount of the increase. CLIENT shall
have thirty (30) days from receipt of such notice of increase to give OASIS
written notice of either CLIENT's acceptance of the price increase or its
termination of the Agreement, which termination shall be effective on the date
set forth in CLIENT's notice to OASIS, but not later than ninety (90) days from
the date of OASIS' notice to CLIENT specifying the amount of the increase.
17. CLIENT may terminate this Agreement upon thirty (30) days' prior
written notice if (i) OASIS fails to perform a material obligation under this
Agreement, (ii) the benefit programs offered by OASIS are not comparable in
price and terms to those in effect on the Commencement Date, (iii) OASIS
discontinues any benefit or insurance plan provided for in this Agreement, or
(iv) CLIENT is required to cover any costs attributable to a workers'
compensation deductible.
18. Upon termination of this Agreement, CLIENT shall have the right to
offer continued employment to Assigned Employees. Upon termination, OASIS shall
give CLIENT information regarding workers' compensation coverage, health
insurance plans and other benefits, and carryover balances (such as accrued
vacation), which obligation shall survive termination of the Agreement.
19. Because each party may have access to information which may be
considered confidential, proprietary, and/or trade secrets of the other party
(whether or not such information is considered as such under applicable law),
the parties agree that they will treat confidentially any such information
identified to the other as being confidential, and will not disclose the
information to any third party except as required by law or permitted by the
disclosing party. The parties agree that all CLIENT forms, manuals, handbooks,
or other materials prepared by CLIENT are considered proprietary to CLIENT and
confidential and that all OASIS forms, manuals, handbooks, or other materials
prepared by OASIS are considered proprietary to OASIS and confidential. The
parties agree that a breach of this provision would cause irreparable harm to
the disclosing party, that money damages alone may not be an adequate remedy,
and, therefore, the non-breaching party would be entitled to an injunction or
similar remedy to specifically enforce this provision, without waiving any other
remedies available at law or in equity.
20. OASIS will advance CLIENT the amount of $76,950, which amount shall
be applied against the first payroll for Assigned Employees following the
Commencement Date. CLIENT will reimburse OASIS in four installments of
$19,237.50 each, on the date that CLIENT remits payment to OASIS during the
eighth, twelfth, sixteenth and twentieth weeks following the Commencement Date.
OASIS and CLIENT have executed this Addendum, by their duly authorized
officers, on the date first above written.
REWJB GAS INVESTMENTS, OASIS OUTSOURCING, INC.
d/b/a FARM STORES
By: Carlos Bared By: Daniel McHenry
------------------------------- -----------------------------------
Name: Carlos Bared Name: Daniel McHenry
Title: SVP - CFO Title: President
14
