Terms and Conditions
Updated: 9/25/26
These standard terms and conditions (“Terms and Conditions” or “Agreement”) govern the services (“Services”) to be provided by Highspring LLC (“Highspring” or “Company”) for the Client pursuant to a Work Order (the “Work Order”). These Terms and Conditions shall hereinafter collectively be referred to as the “Agreement.”
NOW, THEREFORE, in consideration of the foregoing express premises and the mutual covenants hereinafter set forth, the parties hereby agree as follows:
1. Definitions. When used in this Agreement and/or in any Work Order, capitalized terms that are not otherwise defined in the body of this Agreement shall have the meaning specified in this Section or as commonly understood in the staffing and consulting services industries.
“Affiliate” means any entity, including but not limited to corporations, limited liability companies, partnerships, and joint ventures, controlled by, under common control with, or controlling a party, with “control” being defined as owning, directly or indirectly, fifty percent (50%) or more of the assets or the outstanding shares having voting rights, or otherwise having the right, either by contract or otherwise, to control the operation, management, or policy of such entity. For this Agreement, each party and its respective parent, subsidiaries, affiliates, and successors shall be deemed to be an “Affiliate” of said party.
“Services” means the Professional Services, Managed Services, Consulting Services, BPO Services, and Talent Solutions Services described within separate work orders (each, a “Work Order”). Services comprise one or more of the following finance, technology, and consultative solutions (“Company Solutions”), which generally may include one or more of the following components: design, implementation, project management, and consulting services (“Professional Services”); support onsite for cloud and hybrid solutions (“Managed Services”); resources and advice on risk/regulatory compliance, evolving technologies, opportunities to increase platform performance, and expertise to create engaging customer experiences (“Consulting Services”); business process outsourcing services at Company-provided or agent at-home locations (“BPO Services”); or temporary talent and/or recruiting services in the administrative, accounting, finance, or information technology spaces (“Talent Solutions Services”).
“Term” means the initial term plus any renewal term of all Work Orders that are executed under, and to be governed by, this Agreement, together with the term of this Agreement.
2. Term. The Term of this Agreement will begin on the Effective Date and will remain in full force and effect for five (5) years from the Effective Date. Unless either party notifies the other at least ninety (90) days prior to the expiration of the then-current term, this Agreement will automatically renew for successive one (1) year renewal terms.
3. Termination.
a) Nature of Termination. Unless otherwise expressly set forth in the applicable Work Order, each Work Order is subject to termination, as follows:
i) For Cause. Either party (“Non-Defaulting Party”) may by written notice to the other party (“Defaulting Party”) terminate any applicable Work Order upon the date of termination specified therein and, if no date is so specified, then as from the date of written notice if the Defaulting Party commits a material breach of the Work Order, and after having received written notice of breach and demand for cure, the Defaulting Party fails to remedy such breach within thirty (30) calendar days.
ii) For Prohibition under Applicable Legislation or Harming Circumstances. Company will be entitled to immediately suspend its performance under any Work Order, without notice or any liability, to the extent that Company, acting reasonably, concludes that the continued provision of the Services would be in contravention of, or expose Company to any sanction, prohibition, or restriction under any applicable legislation, or result in harm to Company or its other clients. If the suspension persists for more than ninety (90) days without a reasonable, mutually agreed workaround, either party may terminate the affected Work Order upon written notice.
iii) For Convenience. Subject to the below Section 3(d)(i), unless otherwise set forth in the applicable Work Order, either party may terminate this Agreement and/or any Work Order for convenience by providing the other party with at least ninety (90) days’ prior written notice.
b) Preservation of Rights. Termination of any applicable Work Order shall not affect the rights of the parties which have accrued on or before termination, and will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Client’s obligation to pay all fees, costs, and expenses that have accrued or are otherwise owed by Client under this Agreement.
c) Actions in the Event of Termination. In the event of termination of any Work Order or this Agreement, all applicable Services and the access to (including telecommunications and other links) and use of the results thereof shall immediately cease. In addition, Company shall reasonably promptly deliver to Client all Client assets or access to facilities made available to Company to provide the terminated Services and in the Company’s possession. Upon Client’s written request made within thirty (30) calendar days after the effective date of termination of any applicable Work Order (“Client Data Retention Period”), Company will make Client data, which resides in any Company system, available to Client for export or download from the Company system. For the avoidance of doubt, Company will have no obligation to maintain or provide any Client data after expiration of the Client Data Retention Period and may thereafter delete or destroy all copies of Client data in Company systems or otherwise in its possession or control, unless prohibited by applicable law. Notwithstanding the foregoing, Company may maintain copies of Client’s data due to legal or regulatory requirements or for archival purposes in accordance with such party’s internal policies and compliance requirements.
d) Effects of Termination.
i) Where Company terminates all or part of any Work Order under Section 3(a)(i) (For Cause), or where Client terminates all or part of any Work Order with a committed Term for convenience prior to the expiration of the committed Term, Company shall be entitled to damages equal to the total contract value together with incurred but not paid costs and expenses for each Work Order (or part of the Work Order) that is terminated, less any amounts paid by Client up through the termination date. In addition, if the Work Order identifies discounts provided, then Client shall be required to reimburse Company for any discounts that it has received through the termination date. Also, Client shall pay all fees and costs related to the canceled or terminated Services that Company is charged by each third party including all termination charges due to any and all third-party service providers.
ii) Where Client terminates any, all, or part of any Order under Section 3(a)(i) (For Cause), then Client shall be obligated to pay to Company an amount equal to the actual and/or prorated fees due for all Services and Work Product, provided or performed until the effective date of termination. Any eventual indemnities, damages, and/or liquidated damages must be proven or agreed by the parties before they can be offset against any payments due to Client.
iii) The payments described in this Section due and payable by Client are due immediately upon notice of the termination and delivery, by Company, of an invoice setting out the respective amounts not already invoiced.
iv) Termination of one Work Order for any reason shall not, in and of itself, give rise to the right by the terminating party to terminate any other Work Order executed under this Agreement.
4. The Services. During the Term of this Agreement, Client may request that Company provide Client with such Services, resources, and deliverables as are mutually agreed by the parties in written Work Order(s). Unless otherwise expressly stated under this Agreement or otherwise agreed by the parties in writing, the terms of this Work Order shall supersede any conflicting or additional terms in the MSA but only for the express purposes of this Work Order.
Subject to adjustments to the charges, as may be expressly provided for in a change order (“Change Order” or “Amendment”), and unless charges are expressly identified in the Work Order as estimates, unless otherwise therein stated, the pricing set forth in the Work Order shall remain in effect for the duration of the initial Term of the Work Order.
During the Term, Company may provide the ability for Client to purchase certain third-party products and services, including software services and equipment, such as those available from Company’s technology partners (“Third-Party Products”). Company does not assume, warrant, or support and shall not have any liability or responsibility to Client or any other person or entity for any Third-Party Products, even if such are resold or provided under any Work Order or otherwise by Company. Client’s use of Third-Party Products shall be subject at all times to the applicable third-party provider’s terms and conditions, and Company does not guarantee the continued availability of Third-Party Products; Company may cease providing them at any time without refund or credit to Client. Client shall indemnify Company, its past, present, and future Affiliates, and each of their respective directors, officers, members, managers, and other personnel, consultants, agents, subsidiaries, insurers, reinsurers, attorneys and (as to Company) suppliers (“Related Parties”) against all costs, losses, liabilities, and damages which arise from any action or claim against Company or any of its Related Parties in respect of Client’s use of the Third-Party Products, including breach of Third-Party Products terms and conditions.
5. Resources, Client Availability, and Information. In order to ensure delivery of Services in conformity with the Work Order’s estimated time frames, Client represents that Client shall timely provide Company (and its applicable contractors) with any internal and third-party permissions, licenses, or approvals (including for use of any necessary software or data) and other approvals, environments, connections, resources (including Client personnel), and assistance (collectively, “Resource(s)”) requested by Company to perform the Services (or, if applicable, any Ancillary Services as subsequently defined).
Specifically, without limiting the foregoing, Client further represents that members of the Client project team will have the ability and authority to make timely decisions and commitments; all deliverables will be reviewed in a timely manner; Client will meet with Company and review deliverables or drafts within a timely manner of the request for review, or as scheduled in the Work Order; all issues, questions, requests for feedback, and action items assigned to Client will be completed in a timely manner in keeping with the project schedule; and requests that cannot be completed in a timely manner will be tracked at the executive management level to determine the impact on the project timeline and may result in delay of the final deliverable.
Client is wholly responsible for any delays in respect of Company’s performance of Services that are not directly caused by Company’s act or omission in violation of the Agreement (“Client Delays”). Client Delays may result in additional fees and scheduling modifications. Company shall not be liable to Client, nor be deemed to have breached this Agreement or any Work Order, for errors, delays, or other consequences (including temporary work stoppage) arising from Client’s failure to timely provide any Resource or to otherwise cooperate with Company in order for Company to perform its obligations under this Agreement. Any failure by Client may extend timelines or costs.
Without limiting the foregoing, Company cannot guarantee staffing levels unless Client gives a minimum of two (2) weeks’ prior notice of a project start date. In the event that Client provides a project start date, and such start date is delayed by more than five (5) days, Company cannot guarantee staffing without an additional two (2) weeks’ notice of the new project start date, unless Client pays Company one (1) day’s charges per person for each day more than five (5) days that the project start date is delayed. In the event of unscheduled delays during the course of a project not attributable to Company, without limiting Section 19 (Company Personnel), Company cannot guarantee staffing or that a specific person will continue to be assigned to such project, unless Client pays one (1) day’s charges for that person for each day of delay.
6. Affiliates. As it pertains to Client Affiliates, any of them may also exercise the rights of Client under this Agreement. Where the term “Client” is used in this Agreement, the Client Affiliate named in the Work Order shall be deemed to be the contracting party for Client for that particular Work Order, provided that Client shall remain responsible and liable to Company and its Related Parties for the acts and omissions of Client. Without limiting the foregoing, all rights and obligations existing between Client and Company apply equally as between Company and the respective Client Affiliate, having executed a Work Order under this Agreement.
As it pertains to Company Affiliates, any of them may deliver all or portions of the Services under any Work Order. Where the term “Company” is used in this Agreement, the Company Affiliate named in the Work Order shall be deemed to be the contracting party for Company for that particular Work Order. All rights and obligations existing between Client and Company apply equally as between Client and the respective Company Affiliate having executed a Work Order under this Agreement.
7. Charges and Fees; Invoicing: Company shall invoice Client for fees and expenses, in connection with Services performed, in the currency and in the frequency set forth in the applicable Work Order. If the currency is not, it shall be US Dollars; if the frequency is not set forth, it shall be weekly for Talent Solutions Services and monthly for all other Services. Unless otherwise stated under an applicable Work Order, fees shall be due and payable or disputed within thirty (30) days of invoicing. Any late invoicing by Company shall not affect Client’s obligation to pay for services rendered.
a) Expenses. Client shall reimburse direct costs incurred by Company in performing Services, subject to the prior approval by Client of the expenditures. Client agrees to pay Company for travel time and expenses incurred in performing Services, and Company agrees to take reasonable measures to use travel time productively with Services and deliverables.
b) Annual Economic Change Adjustment: All time and materials or hourly basis charges set forth in the Work Order may be subject to annual adjustment during the Term of the Agreement. Annual periods shall be calendar-based, provided that Company may delay the first annual adjustment in its reasonable discretion. For Services provided on a time and materials or hourly basis, all costs and prices may be increased by a fixed rate of three percent (3%).
c) Project Technology Support Fee. In addition to the fees and otherwise stated, Company will charge Client a monthly Project Technology Support Fee in the amount of five percent (5%) of Billed Labor Amounts. “Billed Labor Amounts” means the estimated ongoing costs associated with technology tools and platforms to support project deliverables, including, but not limited to, cloud services, cloud-based software, digital storage, collaboration software, conferencing software and rooms, computer usage, and operations support. Project Technology Support Fees are calculated based upon labor amounts billed by Company under the applicable Work Order. Project Technology Support Fees do not apply to recruiting services.
d) Ancillary Services. Any services to be performed, time, costs, and expenses incurred by Company that are not specified under, or ordinarily the subject of, a Work Order are deemed “Ancillary Services,” whether made at Client’s request or the request of a third party such as by subpoena or equivalent. Ancillary Services include giving testimony or appearing or participating in discovery proceedings, responding to inquiries, preparation of any of the above, in respect of administrative hearings, private litigation, in court, or in other legal or regulatory inquiries or proceedings. Ancillary Services charges will be billed to Client separately at Company’s then-current rates for such Ancillary Services. Company does not warrant, indemnify, and shall incur no liability in connection with its performance of Ancillary Services.
e) Taxes. All fees set forth in a Work Order are exclusive of any taxes. Client shall be solely responsible for and shall pay all sales and use taxes, including all applicable goods and services tax, value-added tax, local taxes, applicable duties, electronic delivery taxes, excise taxes, regulatory fees, tariffs, levies, and import fees. The requirements of this provision shall not apply to any employment-related taxes, income taxes, or withholding payable by Company.
f) Interest. In addition to any other rights and remedies of Company, any undisputed invoiced amount which is not paid by Client when due shall be increased by a late charge equal to one point five zero percent (1.50%) for each month (or portion thereof) in which such invoiced amount is due and not paid. Without limiting any other remedy available under this Agreement, Company may suspend performance of the Services under any Work Order, without notice, if any invoiced amounts are thirty (30) or more days past due.
g) Collection Expenses. On demand, Client shall pay all costs and expenses under each Work Order incurred by Company or its Related Party for the collection and reasonable attorneys’ fees, in connection with any attempt by Company to collect any amounts owed by Client to Company pursuant to the Agreement or any other agreement between the parties.
8. Ownership of Work Product. As between the parties, all systems, programs, specifications, discoveries, inventions, and all derivative works and other intellectual property, materials, and hardware owned by Company or in the possession of Company prior to the execution of this Agreement, or developed by Company without the use of Client’s Confidential Information (collectively, “Company Materials”), shall continue to belong exclusively to Company, whether or not they were specifically adapted by Company for use by Client. Company reserves all rights, title, and interests in and to all such Company Materials. As between Company and Client, to the extent and for any reason that the foregoing statement of ownership is ineffective for Company and Client is deemed owner or author, Company shall have an exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use all Company Materials, including via incorporation of developed intellectual property.
As between the parties, any data or other materials furnished by Client for use by Company in connection with the services performed under this Agreement shall remain the sole property of Client (collectively, “Client Materials”). Client hereby reserves all rights, title, and interests in and to all such Client Materials. Client shall not provide Client Materials that contain any content or material which is obscene, threatening, or malicious, or which infringe on or violate any applicable law or regulation or any proprietary, contract, privacy, or third-party right, or which otherwise may expose Company to civil or criminal liability. To the extent necessary for Company to perform any of the Services or create or develop any of the Work Product (as defined below), then Client hereby grants Company a limited, royalty-free right and license to use, copy, reproduce, create derivative works of, and display such Client Materials during the Term of the applicable Work Order. Except as specifically provided in a Work Order, all work product created or developed by Company under this Agreement (“Work Product”) shall be the sole and exclusive property of Company. Work Product shall not be deemed to include Output (defined below). All right, title, and interest shall remain with Company. Provided that all fees are paid timely as set forth in the applicable Work Order, and subject to the terms and conditions of this Agreement and the applicable Work Order, Company hereby grants Client a non-exclusive, perpetual, non-transferable, and royalty-free license to use such Work Product and any Company Materials incorporated therein.
Company will be free to use any and all Residuals resulting from the performance of Services hereunder for any purpose, and nothing in this Agreement shall be deemed to prevent Company from using any Residuals in any manner, including without limitation to develop for itself or others any services and/or materials, whether similar to the Services or any Work Product. “Residuals” means any information in intangible form retained in the memory of persons who have performed Services, including without limitation, any ideas, concepts, know-how, and techniques contained therein or derived therefrom.
The provisions of this Section will survive the expiry or termination of this Agreement for any reason.
9. Warranties. Each party hereby represents and warrants that it has all necessary rights, interests, and authority to enter into this Agreement and perform all respective obligations. Company warrants that Services shall be performed in accordance with applicable law and in a workmanlike manner in accordance with standard industry practices for the type of services performed.
10. Warranty Limitation. The warranties set forth in the Agreement are in lieu of all other representations or warranties, expressed or implied, including but not limited to implied warranties of fitness for a particular purpose, merchantability, non-infringement, or title, whether arising by custom of usage or operation of law. Company makes no other representation or warranty, express or implied, whether arising by custom of usage or operation of law, regarding its Services. Except as otherwise set forth in this Agreement, the SERVICES INCLUDING THE Work Product ARE provided “as is” and without warranty of any kind.
11. Indemnities.
a) Indemnity by Company. Subject to Section 12 (Limitation of Liability), Company shall indemnify, defend, and hold Client and its Related Parties (“Client Indemnitees”) harmless from and against all losses, damages, liabilities, obligations, demands, costs, and expenses (including reasonable legal counsel fees) arising out of or related to any third-party claim (“Third-Party Losses”) arising out of: (i) an allegation that any Work Product infringes the intellectual property rights of a third party enforceable in the United States (each, an “IP Claim”); or (ii) Company’s gross negligence or willful misconduct. Company shall have no obligation to indemnify Client for any IP Claim to the extent arising out of or resulting from: (i) Company’s compliance with any specifications or directions issued by Client; (ii) Client’s use of the Work Product for other than its intended purpose; (iii) Client’s modification of the Work Product; or (iv) any combination of the Work Product with any third-party software, service, or hardware. In the event of an IP Claim, Company may, in its sole and absolute discretion, (i) procure the right for Client to continue using the applicable Work Product; or (ii) replace or modify such Work Product to no longer be infringing. This Section 11 (Indemnities) sets forth Client’s sole and exclusive remedy, and Company’s sole obligation, for any IP Claim.
b) Indemnity by Client. Subject to Section 12 (Limitation of Liability), Client shall indemnify and hold Company and its Related Parties (“Company Indemnitees”) harmless from and against all Third-Party Losses arising out of: (i) the use of the Services, Client’s assets, Client’s instructions provided to Company, and any modifications made to the Company Materials at Client’s direction (including data or forms developed or acquired by Client for internal business purposes independent from Company or the Company Materials), whether by Client, an authorized user, or otherwise; without limiting the foregoing, such Third-Party Losses include claims that any such use, materials, or modifications provided or obtained by Client, including Client data, Client Materials, inputs (i.e., data, information, materials, commands or prompts fed into the Employed AI) or Outputs, infringe or violate a third party’s property, privacy, or other rights; (ii) the operation of the Company Materials, or the misuse of any Company Materials in violation of this Agreement or contrary to the Work Order; or (iii) related to Client’s business activities.
c) Mutual Indemnifications Obligations for Breaches of Applicable Legislation. Client Indemnitees and Company Indemnitees are referred to as “Indemnitee(s)”. In connection with this Agreement, each party shall indemnify the other party’s Indemnitees, with respect to all Third-Party Losses suffered by the other party’s Indemnitees as a result of any breaches of applicable law committed by the indemnifying party (the “Indemnitor”), its respective Related Parties, and, in the case where Client is the indemnifying party, Client’s authorized users.
d) Indemnification Procedures. As a condition precedent to a party’s obligations to indemnify and/or defend the other party under this Agreement as required above in Section 11(a) or Section 11(b) (each, a “Claim”), the Indemnitee shall: (i) promptly notify the Indemnitor of any such Claim (provided, however, that if the Indemnitee fails to promptly provide such notice, the Indemnitor shall be relieved of its obligation to indemnify and/or defend the Indemnitee only to the extent the Indemnitor is prejudiced by the delay in notice); (ii) permit and authorize the Indemnitor to conduct and exercise sole control of the defense and disposition of any such Claim; and (iii) reasonably cooperate with the Indemnitor in the handling of any such Claim. In no event may an Indemnitee settle any Claim for which it is seeking or intends to seek indemnification from the Indemnitor hereunder without the Indemnitor’s prior written consent, to be given or withheld by the Indemnitor in its sole discretion. In no event may an Indemnitor agree to a settlement of a Claim without the prior written consent of the Indemnitee. For clarification, indemnification provided under this Agreement shall include direct, reasonable, out-of-pocket, verifiable costs incurred by the Indemnitee as a direct result of a Claim, but shall not extend to internal costs such as Indemnitee’s staff time or other overhead.
12. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AUTHORIZED EMPLOYEES OR TO ANY OTHER THIRD PARTY, WHETHER A CLAIM BE IN TORT, CONTRACT, OR OTHERWISE, FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT OF FEES PAID FOR SERVICES, INCLUDING ANY OUT-OF-POCKET COSTS OR EXPENSES, PAID BY CLIENT to Company FOR SERVICES PERFORMED OR INCURRED UNDER THE applicable Work Order giving rise to the claim TOGETHER WITH AND INCLUDING ANY CHARGES IN RESPECT OF ANCILLARY SERVICES AND REGARDING ALL ABOVE AMOUNTS, THOSE WHICH HAVE BEEN PAID IN THE twelve (12) MONTHS PRIOR TO THE CLAIMED DAMAGE OR INJURY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS AND LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE DAMAGES, LOSS OF REVENUES, OR LOSS OF BUSINESS OPPORTUNITY, WHETHER FORESEEABLE OR NOT, EVEN IF THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, ARISING OUT OF, CAUSED BY, OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES UNDER THE AGREEMENT. IT IS FURTHER UNDERSTOOD AND AGREED THAT: THIS LIMITATION OF LIABILITY SHALL NOT LESSEN THE FEES, COSTS, AND EXPENSES DUE BY CLIENT TO COMPANY; COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM IN THE EVENT THAT COMPANY WAS NOT (a) NOTIFIED PROMPTLY UPON CLIENT’S BECOMING AWARE OF THE EXISTENCE OF SUCH CLAIM AND (b) GIVEN AN OPPORTUNITY TO CURE OR MITIGATE SUCH CLAIM, IF POSSIBLE. IT IS UNDERSTOOD AND AGREED THAT THIS LIMITATION OF LIABILITY PROVISION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT. THE LIMITATIONS DO NOT APPLY TO BREACHES OF APPLICABLE LAW, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CLIENT’S FAILURE TO PAY AMOUNTS DUE UNDER THE APPLICABLE WORK ORDER, OR FOR ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.
13. Confidentiality. Each party will use the other’s Confidential Information only as necessary for the performance of Services. The receiving party shall treat the disclosing party’s Confidential Information as confidential and protect it using a degree of care not less than the degree of care it uses with respect to its own information of like kind, which in any event shall be no less than a reasonable degree of care.
The receiving party shall not, except as may be authorized by the disclosing party in advance in writing, use or disclose any Confidential Information of the disclosing party in any form to any third party other than to the receiving party’s officers, directors, employees, subcontractors, consultants, advisors, or agents that have been informed of the confidential nature of the Confidential Information and have been required to exercise the same degree of care in protecting it as contemplated above.
Nothing above shall restrict the right of either party to disclose Confidential Information that is ordered, required, requested, or subpoenaed by a court or governmental, legislative, or regulatory body asserting jurisdiction over such party (“Legal Request”). In such cases, Confidential Information may only be disclosed to the extent of the applicable Legal Request, and each party agrees (i) to seek such body’s confidential treatment of the Confidential Information to the extent legally available and (ii) to promptly give the other party written notice of the Legal Request (unless such notice is not permissible under the circumstances, then as soon as such disclosure to the other party is legally permissible).
a) As used above, the term “Confidential Information” shall mean information, whether in written, oral, electronic or other tangible or intangible forms and shall include (i) information relating to market, financial, statistical, or other data (whether historical or current), code, algorithms, software, prototypes, process, techniques, specifications, costs, prices, finances, business opportunities, or know-how of either party; (ii) non-public financial data, marketing plans, business information, client names, and financial information of the disclosing party; (iii) any other content, inputs, or information provided by Client in the course of Company’s provision of Services pursuant to the Agreement; and (iv) any information that under the circumstances ought reasonably be considered confidential or proprietary. Company’s Confidential Information shall include the Services and any Work Product.
b) Confidential Information shall not include information that is (i) known to the receiving party prior to the time of disclosure by the disclosing party, as evidenced by contemporaneous dated written records; (ii) lawfully and rightfully received by the receiving party from independent sources without any obligation of confidence; (iii) independently developed by the receiving party without use of or reference to the Confidential Information; or (iv) in the public domain, or later becomes public through no violation of the Agreement by receiving party.
At any time, upon written request by a party to the other party, such other party shall destroy all written or descriptive material, papers, and documents to the extent of which contain any Confidential Information of the requesting party (except to the extent that a party is required to maintain copies of the same in compliance with the Agreement, legal or regulatory requirements, or solely for archival purposes in accordance with such party’s internal policies and compliance requirements).
All Confidential Information developed, made, or invented by Company, alone or with others in connection with the Services, is the sole property of Company, unless otherwise expressly stated under this Agreement. All Confidential Information developed, made, or invented by Client, without connection to and independent of the Services or Company’s Confidential Information, is the sole property of Client, unless otherwise expressly stated under this Agreement.
14. Security. Other than due to a grossly negligent act or omission or the other party’s violation of the Agreement, each party is responsible for its data, applications, devices, and network and shall maintain reasonable and appropriate administrative, physical, and technical safeguards, in accordance with applicable law, for protection of the security, confidentiality, and integrity related to the performance of its rights and obligations under this Agreement. Each party shall immediately notify the other party, if practicable, or as soon thereafter if immediate notification is not practicable, if there is any unauthorized use of other security data or any use inconsistent with the terms of the Agreement.
15. Artificial Intelligence. The Services, other than Staffing Services, may employ, generate, and/or otherwise enable artificial intelligence-powered assistance and actions (“Employed AI”). Employed AI shall operate in conformity with Company’s Privacy Policy. To this end, without limiting and subject to Company’s Privacy Policy, Company acknowledges that it will not share, sell, or reprocess identifiable, non-anonymized Client data for external training, Service enhancements, or Output to other clients or third parties. Notwithstanding the foregoing, Client acknowledges and agrees to the following:
a) Due to the nature of the large language models (“LLMs”) and AI generally, the result or response generated by Employed AI by the Services (“Output”) may not be unique, and other Clients and their users may receive similar Output from the Services.
b) Given the probabilistic nature of machine learning, use of the Services may, in some situations, result in Output that does not accurately reflect real people, places, transactions, or facts. When Client uses the Services, Client understands, acknowledges, and agrees that Output may not always be accurate. Client must evaluate Output for accuracy and appropriateness for Client’s use case, including using human review as appropriate, before using or sharing Output from the Services. Output is provided “AS IS”; Client’s use of Output is at its own risk without liability of any kind to or warranty or indemnification by Company.
c) Client warrants and represents that it will not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions.
d) The Services may provide incomplete, incorrect, or offensive Output that does not represent Company’s views. If Output references any third-party products or services, it does not mean that the third party endorses or is affiliated with Company, or that Company endorses or is affiliated with the third party.
e) Client acknowledges and agrees that the Services may include design that allows the Services to take semi-autonomous or autonomous actions, and Client authorizes the Services to do so. To this end, Client acknowledges and agrees that it is responsible for the Output and other outcomes of its use of the Services, including those actions that are semi- or fully autonomous.
16. Electronic Communications. The parties acknowledge and agree that all forms of electronic communication have inherent security weaknesses, and the risk of compromised confidentiality cannot be eliminated. Each party agrees to the use of electronic methods to transmit and receive information, including Confidential Information.
17. Compliance with Laws, Regulations, and Policies. Each party shall comply with the requirements of all applicable laws, ordinances, and regulations of any state, county, or other government entity applicable to such party and this Agreement. For certain jurisdictions, certain additional legal requirements may be noted in Appendices to the Agreement.
18. Relationship of Parties. Company is performing pursuant to this Agreement only as an independent contractor. As between the parties, Company has the sole obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed its obligations set forth in this Agreement, except as otherwise agreed upon by the parties. Nothing set forth in this Agreement or any Work Order shall be construed to create the relationship of principal and agent between Company and Client. Neither party shall act or attempt to act or represent itself, directly by implication, as an agent of the other party or its Related Parties or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, the other party or its Related Parties.
19. Company Personnel. The personnel, including subcontractor personnel, assigned to perform Services shall be determined solely by Company, except that Client shall have the right to reasonably request that changes be made to such personnel, including subcontractor personnel. In such event, Company shall reasonably consider such request and make such changes as it shall determine, in its sole discretion, as reasonably appropriate under the circumstances.
20. Non-Exclusivity. The parties’ respective obligations under the Agreement are non-exclusive, and nothing herein is intended to restrict Client as to the purchase, resale, or use of any other company’s services, even if such services are similar to Services. Nothing herein is intended to limit Company’s right to offer its services to other clients or end users, even if such clients or end users compete with Client.
21. Assignment. The Agreement may not be assigned by either party without the consent of the non-assigning party, which consent shall not be unreasonably withheld; provided, however, that the Agreement is assignable by either party with notice to, but without prior written consent of, the other party if such assignment is to any Affiliate of the assigning party or to any entity which may acquire all or substantially all of such party’s assets and business, any entity with or into which such party may be consolidated or merged, or any entity that is the successor entity to such party in a share exchange; provided, that any such assignee agrees in writing to assume all obligations of the assigning party under the Agreement. All assignments or transfers in violation of this Agreement shall be deemed void as if they had not occurred. Notwithstanding anything to the contrary contained above, the respective terms, covenants, and conditions contained in the Agreement shall bind and inure to the benefit of the parties and their respective administrators, successors, and assigns.
22. Severability. Wherever possible, each provision of the Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of the Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable the remaining provisions of the Agreement. Such remaining provisions shall remain in full force and effect.
23. Force Majeure Event. Except as otherwise expressly provided in this Agreement, neither party shall be liable for any failure to perform its obligations under this Agreement; provided that payment failures may be delayed only up to ten (10) days, if such failure arises, directly or indirectly, out of any acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, epidemics, pandemics, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within Company’s possession or reasonable control, denial of service attacks, incompatibility of Client’s equipment or software with the Services, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties or any other circumstances that fall outside of a party’s control (“Force Majeure Event”). In no event will Company be liable to Client for any mutually agreed upon liquidated damages or for failure to meet any mutually agreed upon service levels to the extent that Company’s ability to meet any requirement or milestone is negatively impacted by events or circumstances that fall outside of Company’s control (e.g., the acts and/or omissions of Client or its designated third parties or for any other Force Majeure Event). In such event, any milestones that are negatively impacted as described herein shall be reasonably adjusted by the parties, and any mutually agreed upon penalties or credits contemplated to be provided under any Work Order shall be summarily waived without further action.
24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Tennessee without regard to the conflicts of law provisions thereof. Any dispute arising out of or related to this Agreement shall be within the exclusive jurisdiction of the courts of Tennessee.
25. Prevailing Party. In the event that any action to enforce any provision, to secure specific performance, or to collect damages of any kind for any breach of this Agreement is commenced by either party in a court of competent jurisdiction, the prevailing party shall be entitled to all court costs and expenses arising out of, or incurred by reason of, such action.
26. Insurance. Each party shall carry and maintain in force at all times relevant insurance of the types and minimum coverage amounts as set forth in Appendix A; evidence of such coverage shall be provided upon request. Coverage amounts may be required to exceed the minimum amounts depending upon the Services. Company reserves the right to terminate this Agreement and any Work Order for cause if Client fails to furnish such certificates prior to commencing services or continues to maintain such insurance during the performance of the Agreement unless otherwise stated in Appendix A.
27. Non-Solicitation. During the Term of the Agreement and for a period of twelve (12) months after the termination or expiration thereof, without Company’s prior written consent, Client will not hire, engage, retain or solicit, directly or indirectly: (i) any employees of Company who is assigned to provide any work under this Agreement or any Work Order; or (ii) any individual presented, recommended to, or interviewed by Client through the services of Company for an engagement under this Agreement. The foregoing restriction shall not preclude Client from employing any employee who (a) has been given notice of termination by Company or chooses to leave the employment of Company, in either case without any prior communication with Client respecting employment, and who makes an unsolicited approach to Client with a view of obtaining employment; or (b) responds (directly or indirectly through a recruitment agency) to a bona fide public job advertisement made by Client (whether posted on a public site on the internet or in a newspaper, magazine, or other publication or general circulation); provided that such advertisement is not directed to or targeted at the Company’s employees. If Client hires or solicits any such employee in violation of this restriction, both parties agree that actual damages would be difficult to determine and Client therefore agrees to pay liquidated damages in an amount determined by the applicable business line: (i) for Consulting Services, two (2) times the Highspring yearly compensation of the individual hired; and (ii) for all other Services, 50% the Highspring yearly compensation of the individual hired. The parties agree that these liquidated-damages amounts are fair and reasonable and not a penalty.
For the avoidance of doubt, Client and Highspring will not directly or indirectly seek reimbursement from any worker for Client‑owed conversion fees, non‑solicit payments, or other inter‑party charges.
28. Publicity. Company may use Client’s name and a high-level description of the project in its client lists, marketing materials, and website. Additionally, in consideration for Services rendered by Company, Client grants Company a limited, non-transferrable license to use Client’s company logo in the following two contexts: (a) in a customer list to appear on Company’s website and (b) in a customer list to appear in presentations or marketing collateral to be given to current or prospective clients of Company.
29. Notices. Notices shall be deemed properly delivered when duly mailed by certified mail, or such other delivery service or courier postage prepaid, to the other party at its address as either party may, by written notice, designate to the other from time to time, including appropriate use of e-mail. Except as expressly provided in the applicable Work Order, any contractual communication shall be in writing and delivered to the following for Highspring:
Highspring LLC
Attn: Legal Department
Address: 5501 Virginia Way, Suite 120, Brentwood, TN 37027
Email: legal@highspring.com
30. Advice and Reports. Any advice given or report issued by Company is: not part of the Services; provided solely for Client’s use and benefit; provided “AS IS,” without warranty by or indemnification or other liability of Company of any kind, and provided only in connection with the purpose in respect of which the Services are provided. Unless required by law, Client shall not provide any advice given or reports issued by Company to any third party or refer to Company or the Services without Company’s prior written consent. In no event, regardless of whether consent has been provided, shall Company assume any responsibility to Client or any third party to which any advice or report is disclosed or otherwise made available.
31. Headers. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit, or affect the scope or substance of any section of this Agreement.
32. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
33. Waiver & Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Except as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
34. Survival. The terms and conditions herein that would, by their nature, survive the expiration or termination of this Agreement, shall so survive the expiration or termination of this Agreement for any reason. The terms and conditions of this Agreement shall control for Company’s Services in the event of any conflict with the terms and conditions of any other agreement between the parties.
35. Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of or legally required changes to this Agreement and all such transactions. Without limiting the foregoing, each party agrees to negotiate and execute policies and further agreements to afford the protections (such as confidentiality) required under this Agreement.
36. Entire Agreement. This Agreement, together with any Work Orders or other exhibits executed by the parties that are subject to this Agreement or to any Work Order, collectively constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Any purchase order, vendor form, or similar document issued by Client in connection with the Services (each, a “Purchase Order”) is for Client’s administrative convenience only. No terms or conditions contained in or incorporated by reference into any Purchase Order shall apply to the services, amend or supplement this Agreement, or bind Highspring, regardless of Highspring’s acknowledgment of, invoicing against, or performance under such Purchase Order. This Agreement is subject to change without notice, Highspring will endeavor to provide reasonable notice of any such change and any edits to the Agreement will only be forward looking.
APPENDIX A
INSURANCE REQUIREMENTS
Insurance Provider Requirements. All insurance shall be issued by a financially responsible company or companies rated by A-M Best with at least an A-rating, in such amounts and with such minimum limits as set forth below and deductibles usually carried by persons engaged in the same or similar business, All insurance policies shall be issued by companies licensed to do business in the states where the services are delivered or the operations are performed and must be rated “A-” “X” or better by A.M. Best.
No Right of Subrogation. The parties agree, respectively, that neither it nor its insurer(s) and anyone claiming by, through, under or on its behalf have any claim, right of action or right of subrogation against the other or its Related Parties and/or each of their users, based on any loss or liability insured against under the foregoing insurance.
Primary. All insurance hereunder shall be primary and non-contributory in respect of insurance carried by or on behalf of a party and its Related Parties. All insurance policies shall include coverage for defense costs and related expenses.
Certificates. A party will provide the other party, (at the notice address set forth in this Agreement within thirty (30) days of such party’s written request (email acceptable), with certificates of insurance (including additional insured endorsement) that confirm that the party is compliant with its obligations under this Appendix A. All such certificate(s) shall state that the insurance carrier(s) will give the certificate holder thirty (30) days prior written notice (by first class mail) of any cancellation or material change in such policies, In addition, the party will provide such other party with certificates of insurance at each renewal.
Minimum Limits (composition not compulsory)
Commercial General Liability. Commercial and General Liability, including Blanket Contractual Liability and Broad Form Property Damage and Completed Operations coverage with two (2) year tail on completed operations, and no exclusion for professional and designated services. $1,000,000 combined single limit bodily injury and property damage, per occurrence and $2,000,000 in the aggregate (coverage can be made from a combination of primary and umbrella policy), to be maintained for a period of two (2) years after expiration of this Agreement.
Professional Liability (Errors and Omissions). $2,000,000 per occurrence and $4,000,000 in the aggregate, to be maintained for a period of three (3) years after expiration of this Agreement; the coverage must include coverage for computer/cyber risks.
Workers’ Compensation. Statutory with limits as prescribed by applicable state law and Employer’s Liability coverage with limits not less than $1,000,000 per accident.
Employment Practices Liability. Limits of not less than $5,000,000 per claim and in the aggregate.
Commercial Automobile Liability. Insurance for all owned, non-owned, hired or leased vehicles with limits of not less than $250,000 combined single limit for bodily injury and property damage. This insurance coverage must include all automotive and truck equipment used in the performance of the Services must include the loading and unloading of same. Automobile Liability with limits of combined single limit bodily injury and property damage, per occurrence.
Cyber Breach/Privacy Liability $5,000,000 per claim and $10,000,000 in the aggregate for (a) Privacy Liability, Network Security Liability, and Regulatory Liability, (b) Payment Card Industry (PCI) Fines, Penalties, and Assessments; (c) Breach Response Costs Including Data Forensics, Public Relations, and Privacy Counsel; and (d) Notification, Credit Monitoring, and Identity Theft Restoration Costs. This policy must be kept in-force through the entire Term of this Agreement and for three years (either as a policy in-force or extended reporting period) thereafter. If coverage is maintained in-force during the three years after the Agreement expires or is terminated, such policy(ies) shall not contain a Retroactive Date or Prior Acts Exclusion with a date that is later than the initial inception date of the Term of this Agreement. The applicable party shall purchase an extended reporting period, or “tail coverage,” if necessary, to comply with this requirement, if the policy is not kept in-force.
Crime and Fidelity. $5,000,000 per occurrence and in the aggregate covering loss or damage arising out of or in connection with any fraudulent or dishonest act, theft, forgery, embezzlement, computer fraud, funds transfer and counterfeiting fraud or other criminal acts committed by the insured, and its Related Parties, whether acting alone or in collusion with others.