Workforce Services Client Service Agreement

This Workforce Services Client Service Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between MXM TEC, a division of MXM Turbinetec LLC, with offices at 3125 Vision Avenue, Memphis, TN 38118 ("Service Provider"), and the client identified below ("Client"). The Service Provider agrees to provide employer of record and workforce services to the Client under the terms set forth in this Agreement.

The Service Provider shall provide the workforce and employer of record services described below. Services include payroll administration, HR compliance management, workers' compensation support, and safety equipment provisioning, performed in accordance with applicable federal and state labor regulations.

A detailed Statement of Work ("SOW") describing specific deliverables, milestones, and acceptance criteria shall be attached as Exhibit A and incorporated by reference. Any work outside the SOW shall require a written change order signed by both parties.

This Agreement shall commence on the Effective Date and continue for a period of unless terminated earlier in accordance with Section 8.0. The Agreement may be renewed by mutual written agreement of both parties.

The Client agrees to pay the Service Provider for the Services according to the fee structure below. All fees are quoted in U.S. dollars and are exclusive of applicable state and local taxes, which shall be billed separately where required by law.

Bill rates are calculated using a fixed contract markup applied to the candidate's agreed-upon hourly pay rate. For light industrial and logistics placements, the standard markup is 37.5%, establishing a multiplier of 1.375 times the base pay rate. Overtime hours in excess of forty (40) per workweek are billed at 1.5 times the standard bill rate per FLSA. Invoices are issued weekly and are due Net 15 from the invoice date. A temp-to-perm conversion fee applies if the Client hires a placed candidate directly within ninety (90) days of assignment end.

The Client agrees to provide accurate job descriptions, shift schedules, and worksite safety information. The Client shall designate a single point of contact for timecard approval, payroll reconciliation, and performance feedback. The Client is responsible for supervising assigned personnel at the worksite and for maintaining a safe working environment in compliance with OSHA standards.

Both parties agree to keep confidential all proprietary information, trade secrets, operational records, and candidate and payroll data disclosed during the engagement. The Service Provider shall not disclose Client information to any third party without written consent, except as required by law. This obligation survives termination of this Agreement for a period of three (3) years.

The Service Provider's workforce solutions are based on candidate qualifications and Client-provided job requirements. The Service Provider is not responsible for worksite supervision, safety incidents arising from Client facility conditions, or candidate performance issues not reported within five (5) business days of assignment start. The Service Provider's total liability under this Agreement shall not exceed the total fees paid by the Client. Each party shall maintain general liability and workers' compensation insurance as required by law.

Either party may terminate this Agreement for convenience with thirty (30) days written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of written notice. Upon termination, the Client shall pay for all Services performed and expenses incurred up to the termination date.

All placements comply with the Fair Labor Standards Act (FLSA), federal and state payroll tax requirements (FICA, FUTA, SUTA), and I-9 employment eligibility verification with E-Verify confirmation. The Service Provider maintains workers' compensation insurance coverage for all assigned personnel and conducts background checks in accordance with the Fair Credit Reporting Act (FCRA).

This Agreement shall be governed by the laws of the State of Tennessee. This Agreement, together with any attached Exhibits and SOW, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings. Amendments must be made in writing and signed by both parties.