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This Agreement is made and entered into this [_date] (“Effective Date”), by and between (“Contractor”), an Ohio Corporation with its principal place of business located at 17149 South Park Center, Strongsville, Ohio USA 44136 and _____________[name] (“Subcontractor”), an _________________[name of country] with its principal place of business located at ____________________.


Whereas, Contractor is an Ohio corporation engaged in the business of finding and brokering overseas call center services (the “Services”) for its clients;

Whereas, Subcontractor is in the business of providing call center services (Services); and

Whereas, Contractor desires to broker with Subcontractor for the provision of such services (Services) to the Contractor’s clients;

Now therefore, it is mutually agreed as follows:

    1. Provision of Services. Subcontractor agrees to perform the Services, as may from time-to-time be brokered by the Contractor for the Contractor’s clients, subject to the provisions of this Agreement. Unless expressly provided otherwise, Contractor shall have the right to use the services of any other subcontractor (or subcontractors), and subcontractor shall have the right to provide Services to any other company or companies.


    1. Performance of Services. In performing Services under this Agreement, Subcontractor shall, except as otherwise provided, be responsible for paying all costs and expenses incidental to the performance of such Services. Additionally, Subcontractor will direct the operation of its equipment and employees in all respects and shall determine the method, means and manner of performance of the Services herein contracted.


    1. Responsibility for Performing Services. Subcontractor will be responsible for performing the Services set forth in any Work Order brokered by Contractor for the Contractor’s client(s). Those Services shall conform to the requirements imposed by the Contractor’s client(s).


  1. Equipment and Personnel. Subcontractor shall furnish, at its own expense, whatever labor, materials and equipment it deems necessary for the delivery of Services specified in this Agreement or any Work Order entered pursuant to this Agreement.
  2. Subcontractor’s Employees.

a) Subcontractor shall furnish at its own discretion, selection, and expense any labor required to perform this Agreement (or any Work Order.)

b) Subcontractor shall be solely responsible for the direction and control of its employees, if any, performing labor pursuant to this Agreement (or any Work Order.) Subcontractor’s responsibility for its employees shall include, but shall not be limited to, selection, hiring, firing, supervision, assignment and direction, and setting wages, hours and working conditions, and the adjustment of its employees’ grievances. Subcontractor shall determine the method, means and manner of the performance of the work of its employees and agents, if any, and their performance of this Agreement (or any Work Order.)

c) Subcontractor assumes full and sole responsibility for the payment of all wages, benefits, and expenses of its employees, if any, and for all employment-related taxes or benefits (whether private or government-required) for all persons employed by Subcontractor in the performance of Services under this Agreement (or any Work Order.) Contractor shall not be responsible for wages, benefits or expenses due Subcontractor’s employees, nor for employment-related taxes or benefits (whether private or government-required) for Subcontractor’s employees. Subcontractor shall indemnify, save and hold Contractor harmless from any and all liability Contractor may incur by Subcontractor’s failure to comply with this Section.

d) Subcontractor assumes full responsibility for maintaining adequate insurance coverage for all of its employees, agents and servants, whom Subcontractor employs in its performance of this Agreement (or any Work Order.)

    1. Expenses. All expenses incidental to Subcontractor’s performance of Services under this Agreement shall be borne by Subcontractor.


    1. Payment. The amount of payment for Services rendered by Subcontractor shall be ___________________________________. [Try to make it a flat fee, rather than per hour worked by Subcontractor’s employees, if possible.]


    1. Indemnity. Subcontractor will protect, indemnify, defend and save harmless Contractor, its agents and its servants, from and against any and all claims, actions, damages, suits, judgments, decrees, orders, liability and expense (including costs and attorneys’ fees), howsoever caused, arising from and out of this Agreement (or any Work Order), Subcontractor’s duties, obligations or performance under this Agreement (or any Work Order), or anything related thereto (including employment claims by Subcontractor’s employees). Subcontractor will protect, indemnify, defend and save Contractor harmless,. notwithstanding any possible negligence (whether sole, concurrent or otherwise) on the Contractor’s part.


    1. Waiver. Subcontractor agrees to waive all rights against Contractor, its agents, officers, directors and employees for recovery of damages to the extent those damages are covered by insurance maintained pursuant to Section 5(d) or are part of Subcontractor’s obligations under Section 5(c).


    1. Time for Performance. Subcontractor shall determine its employees’ hours of work. Nevertheless, Subcontractor must ensure the Services are performed consistent with the Contractor’s client’s requirements.


    1. Termination. This Agreement will commence as of the Effective Date and continue until terminated by either party as provided herein. Any Work Order will commence as of its effective date and continue until the earlier of (a) the termination date in the Work Order or (b) termination of this Agreement as provided herein. Either party may terminate this Agreement (or any Work Order): (a) By written notice to the other party if the other party breaches or is in default of any obligation hereunder, if said breach or default is incapable of cure or if said breach, being capable of cure, has not been cured within 30 days after receipt of notice of the breach or default (or such additional cure period as the non-defaulting party may authorize in writing); or (b) by providing at least 90 days written notice to the other party (with or without cause.)


    1. Laws. This Agreement, all Work Orders, and any other agreement, transaction or dealing between the parties shall be governed by, and construed in accordance with, the internal laws of the State of Ohio – regardless of the dictates of Ohio conflict of law statutes or case law. The parties hereby submit to exclusive jurisdiction and venue in the United States District Court for the Northern District of Ohio, Eastern Division, or the Common Pleas Courts of Cuyahoga County, Ohio. .


    1. Severability. In the event any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. If any provision of this Agreement shall be held to be invalid, the lawful authority making such determination must try to make the invalid provision(s) enforceable if possible (“blue-penciling.”)


    1. Non-Assignability Of Contract. This Agreement is personal to Subcontractor and Subcontractor shall not have the right to assign any of its rights or delegate any of its duties without the express written consent of Contractor, which shall not be unreasonably withheld. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a default by Subcontractor.


  1. Notices. Unless otherwise specified in this Agreement, all notices or other communications under this Agreement shall be in writing and may be delivered in person, or may be sent by receipted courier, facsimile, email, express mail, or postage prepaid certified or registered mail, addressed to the party for whom it is intended, at the following addresses:

If to Contractor: To Daniel J. Keltner, Agent,, 17149 South Park Center, Strongsville, Ohio USA 44136; 216.472.8124 (fax);;

If to Subcontractor: To _____________________________________________.

Either party may change its notice information by giving notice to the other party of the change. Any notice or other communication shall be deemed given no later than the date actually received. Unless otherwise provided in this Agreement, notice by courier, express mail, certified mail, or registered mail shall be deemed given on the date it is officially recorded as delivered by return receipt or equivalent.

16. Non-Competition. Given the Contractor’s relationship with its clients and Contractor’s role in brokering Services between its clients and Subcontractor, Subcontractor shall not provide Services to any of the Contractor’s clients for whom the Subcontractor provided Services within the last 2 years – either directly or by having Subcontractor or its employees become employees of the clients for whom the Subcontractor provided Services within the last 2 years. The provisions of this Section shall survive until 2 years after the termination of the Agreement (or any Work Order hereunder.) Violation of this provision or Sections 5(c)-(d) by Subcontractor will result in irreparable harm to Contractor, and Contractor shall be entitled to a restraining order, injunction and other equitable remedies – in addition to damages – and to reasonable attorneys’ fees.

17. Complete Agreement. This Agreement contains the entire understanding between the parties and supersedes, replaces and takes precedence over any prior understanding or oral or written agreement between the parties respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein. No operating plan, procedure, practice, method or custom shall in any manner vary or change the conditions of this Agreement. In the event of a conflict between this Agreement and any Work Order or other document or instrument, this Agreement shall prevail.

18. General Terms. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns permitted by this Agreement. Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. This Agreement may be executed in separate counterparts, each of which shall constitute an original, but all such counterparts shall together constitute one and the same instrument. A photocopy, electronic or digital copy of a handwritten signature will be deemed to be an original signature for all purposes. This Agreement was mutually-drafted, and will not be interpreted for or against either party as the party that drafted the Agreement.

IN WITNESS WHEREOF, we have hereunto affixed our signature in _____________ on the day and year first above written.

By:______________Title:______________By: _ ____________Title:______________

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