Acceptance of Terms
ManagedLab will perform the services (the “Services”) described in the website according to the timeframes and schedules listed in said Service Scheduler upon purchase of Services. No such additional services shall be approved without additional approval through said website.
Payment of services is required before service is to be performed for The Client. The Client shall pay ManagedLab a fee in the amount and on the terms provided when scheduling an appointment. The Client shall notify ManagedLab of any unsatisfactory services performed in which both parties shall attempt in good faith to resolve.
“Confidential Information” shall, for the purpose of this Agreement, mean all information in any form, tangible or intangible, which may be disclosed, or has been disclosed, by The Client to ManagedLab in writing, orally or by observation which is nonpublic, proprietary, a trade secret, or confidential in nature and all of the information obtained from The Client or generated by ManagedLab during the course of its work for The Client. ManagedLab agrees to hold in trust and confidence all Confidential Information. ManagedLab further agrees that it shall not disclose all or any part of such Confidential Information to any third party or make any use thereof (except to perform the Services pursuant to the provisions of this Agreement), or publish or present any work which in whole or in part uses or includes Confidential Information, without the prior written consent of The Client. It is understood, however, that this restriction shall not apply to information that (i) was known to ManagedLab prior to the relationship between The Client and ManagedLab, (ii) was lawfully revealed to ManagedLab by a third party which has the legal right to disclose such information, or (iii) is or becomes part of the public domain through no fault of ManagedLab. ManagedLab shall return to The Client or destroy all Confidential Information in tangible form (including all copies, extras or derivatives thereof in any medium) within thirty (30) days after the termination or expiration of this Agreement, or upon request from The Client, whichever comes first, except that ManagedLab may keep one (1) archival copy for the purpose of monitoring compliance under this Agreement.
4. Work For Hire
The parties expressly agree that all work performed under this Agreement is a work made for hire as defined under 17 USC Section 101. All communications, materials, concepts and plans developed by ManagedLab which are or have been made, conceived or written by ManagedLab or its employees and which are based upon Services performed by ManagedLab for The Client shall belong exclusively to The Client, including, without limitation, all rights to obtain copyrights therein. In cases where an original work or a copy of an original work cannot be assigned to and owned by The Client, The Client shall be notified by ManagedLab, and ManagedLab shall obtain rights of use in The Client’s favor, as The Client may require. All communications, materials and artwork provided by The Client shall also remain the property of The Client, including, without limitation, any copyrights or other intellectual property rights therein.
5. Independent Contractor
The relationship of ManagedLab to The Client is that of an independent contractor and nothing herein shall be construed as creating any other such relationship. ManagedLab may adopt such arrangements as it may desire with regard to the details of the Services performed hereunder, the hours during which the Services are to be provided, and the place or places where the Services are to be furnished, provided that such details, hours and places shall be consistent with the proper accomplishment of the Services, and provided further that the Services shall be performed in a manner calculated to attain the most satisfactory results for The Client. The Client and ManagedLab acknowledge and agree that the personnel employed by ManagedLab in performing the Services shall remain at all times employees of ManagedLab, and ManagedLab shall remain solely liable for all aspects of the employment of such persons including, recruitment, termination, training, promotion, compensation, benefits, F.I.C.A., payroll taxes and all other deductions or payments to be made by employers for or on behalf of employees. ManagedLab shall not be, and shall not represent itself, or any of its employees, officers, directors, representatives, agents or contractors to anyone as an employee of The Client, or as being entitled to any employment rights or benefits from The Client.
ManagedLab shall comply with all applicable laws and regulations, including, without limitation, the US Foreign Corrupt Practices Act and any other applicable anti-bribery and anti corruption laws.
In the event ManagedLab is to perform any of the Services on The Client’s premises, ManagedLab agrees that it shall comply with the applicable safety rules and regulations of the particular location where the Services are to be performed, and The Client agrees that said safety rules and regulations shall be made available to ManagedLab before the commencement of performance of any such Service.
7. Equal Opportunity
ManagedLab acknowledges that it understands that The Client is an Equal Opportunity Employer and ManagedLab warrants that ManagedLab complies with the Fair Labor Standard Act of 1938, as amended. ManagedLab agrees that, if this Agreement is construed to be a subcontract within the meaning of the Rules and Regulations approved by the United States Secretary of Labor pursuant to Executive Order 11246, as amended, the Vietnam Era Veterans Readjustment Act of 1974, as amended, or the Rehabilitation Act of 1973, as amended, or of the regulations issued pursuant to Executive Order 11625, the provisions of those regulations as well as the Equal Opportunity and Nondiscrimination provision of Section 202 of Executive Order 11246 shall be incorporated herein by reference and shall be binding upon ManagedLab as part of this Agreement.
Commencing with the performance of Services hereunder, ManagedLab shall maintain insurance of the type and minimum coverage as needed. The term of coverage shall be evidenced by certificates of insurance to be furnished at The Client’s request.
9. Professional Standards
ManagedLab warrants that (i) it possesses the necessary expertise to perform the Services hereunder consistent with the highest professional standards of the industry, and (ii) the Services will be performed in a professional and workmanlike manner consistent with the highest professional standards of the industry. ManagedLab shall re-perform any Services not in compliance with this warranty brought to its attention within a reasonable time after those Services are performed.