The Middle

This Candidate Agreement (the “Agreement”) is entered into by and between individuals seeking employment opportunities (“Candidate”), and Gracefull LLC, a California limited liability company doing business as The Middle (the “Company”, and, together with Candidate, the “Parties”).

The Parties agree that in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the following terms and conditions will apply to services provided by the Company to Candidate.

1.              Services.  Subject to, and in accordance with the terms of this Agreement, and conditioned upon Candidate’s performance under this Agreement, the Company shall facilitate introductions of Candidate to individuals who have requested a personal assistant and may hire Candidate (each, a “Client”) based on such Client’s personal and business needs (the “Services”). The Company may subcontract any aspect of this Agreement in its sole discretion to assist in the completion of the Services.  Neither the Company, nor any of its agents, (sub)contractors or employees shall be deemed an employee of Candidate or vice versa.

2.              Company Responsibilities.  Candidate acknowledges that the Company is not responsible for the engagement or employment of any Candidate by any Client in accordance with all applicable laws, including for avoidance of doubt the determination of proper employment classification by any Client of Candidate or for paying any wages, expenses or fees related to Candidate’s engagement by a Client.

3.              Candidate Responsibilities. During the term of this Agreement, the Candidate shall:

a.               inform the Company in writing within twenty-four (24) hours of any cancellation of a potential interview with a Client facilitated by the Company;

b.              ensure timely attendance to any interviews with a potential Client coordinated by the Company;

c.               immediately notify the Company in writing upon Candidate’s receipt of (i) an offer of employment or engagement by a Client, such notification including all material details concerning the offered role; or (ii) a communication from a Client or its employees, acquaintances, family members, friends, or other associates to whom Candidate has been introduce to through the Company within a twelve (12)-month period

d.              following an interview, meeting or conversation with a Client, and prior to Candidate’s engagement by a Client, inform the Company of the outcome and material details of such communication;

e.               refrain from (i) accepting an offer of employment or engagement with a Client until instructed to do so in writing by the Company; or (ii) unless authorized by the Company in writing, exchanging or accepting any personal information with a Client;

f.               at the Company’s request, cease performing services for a Client until such time as the Company confirms fees have been paid by such Client;

g.              in the event Candidate wishes to terminate his or her services with Client within four (4) weeks following the date Client makes an employment or engagement offer to Candidate and Candidate accepts Client’s engagement, notify the Company in writing setting out the reasons for such termination.

4.              No Fees.  The Company DOES NOT charge any sign-up fees, registration fees or for introduction of Candidate to potential Clients.

5.              Disclosure of Candidate Identity. In absence of Candidate’s written prohibition against the same, the Company and agents acting on its behalf may provide Candidate’s identity, including without limitation Candidate’s name, to Clients or the Company’s agents.

6.              COVID-19 Risk Assumption.  Candidate acknowledges that Company makes no representations or warranties with regards to the workplace environment and safety precautions Client (as defined in the Agreement) has or will undertake and enforce in connection with the novel coronavirus (“COVID-19”) or related public health crisis. It is Client’s sole responsibility to ensure that the workplace follows proper health and safety protocols to limit the spread of COVID-19 and ensure the safety of its agents, employees, and service providers.  The Company shall incur no liability if Client fails to follow proper state, county or federal guidelines or those recommendations provided by the United States Center for Disease Control and Prevention.  Candidate acknowledges that the Company is not liable for any losses or damages should Candidate become exposed to or contract COVID-19 at Client’s workplace or while performing services for Client.

7.              Absence of Guarantees; Liabilities. 

a.               No Guarantees. Candidate acknowledges that the Company’s delivery of the Services involves certain risks and uncertainties, and neither this Agreement, nor any (i) introduction by the Company of Candidate to any Client; (ii) recommendation by the Company of any third party product or service; (iii) recommendation by the Company on any other matter, or (iv) statement made by the Company or its representatives, is to be construed as either a promise or guarantee regarding the success, effectiveness or results the Services may achieve. Candidate further acknowledges that the performance of the Services involves subjectivity and may not coincide with Candidate’s preferences, and there are no guarantees that the Clients identified by the Company will hire Candidate.

a.               Client Vetting. Candidate acknowledges the Company will facilitate introductions to Clients based upon the Company’s subjective assessment of Candidate and Client. Regardless of whether a Client engages Candidate, the Company shall have no responsibility whatsoever for any Client or for any acts or omissions of such Client.  Candidate acknowledges the Company is under no obligation to perform a background check of any Client prior to the Company’s referral of Candidate to such Client.

b.              No Penalty for Delays. The Company shall incur no liability if it delays in providing any of the Services due to circumstances beyond the Company’s control or due to delays caused by Candidate or any third party.  Without limiting the generality of the foregoing provisions, the Company will not pay any penalty, loss or interest resulting from its error, delay, difficulty or failure in performing the Services, and, in no event shall the total liability the Company or its employees, owner, affiliates, or agents, for all damages, losses and causes of action whether in contract, tort (including negligence), product liability, or otherwise, either jointly or severally, exceed $250. The foregoing shall constitute the Company’s entire liability and Client’s exclusive remedy hereunder. The provisions of this Section 7 are for the benefit of the Company, its affiliates, agents, members, managers, and owners, and each shall have the right to assert and enforce the provisions directly on their own behalf.

8.              Disclaimer of Warranties.  In addition to the foregoing, in no event shall the Company be liable for any direct, indirect, special, incidental, consequential or exemplary damages, including but not limited to, loss of Candidate’s information, goods or profits, (even if advised of the possibility therefore), any claim, demand or action by a third party, damage, injury or theft of Candidate’s property, injury to Candidate’s owners, managers, employees, associates, personnel, students, customers, or guests, whether or not resulting from in connection with or arising in any way out of this Agreement or any of the Services or that result from mistakes, omissions, interruptions, errors, defects, or from any failure of performance, whether or not limited to acts of god, pandemics, epidemics, communications failure, theft, destruction of the Company’s records, programs or services.  The Company disclaims all liability for Candidates, including during the interview process, and before, during, and after they are hired by Client, and hereby informs Candidates that they are not the Company’s responsibility nor employees of the Company.  All Services are provided “as is.”  There are no warranties, express or implied, by operation of law or otherwise, on any Services furnished hereunder.  Any implied warranties of merchantability or fitness for a particular purpose or use are hereby disclaimed.

9.              Indemnification.  Candidate agrees to defend, indemnify and hold harmless the Company, its owners, partners, employees and agents, to the fullest extent lawful, from any losses, claims, damages, liabilities, and expenses, including reasonable attorney’s fees, (collectively, “Claims”) to which the Company may become subject, related to or arising out of this Agreement or arising out of, or in connection with, the Services, including any claims by a Client against the Company in connection with this Agreement.  Candidate further agrees to defend, indemnify and hold harmless the Company from any Claims resulting from any of the Services that damage Candidate, or any other party or parties, except in case of intentional misconduct by the Company.  The provisions of this Section 9 shall survive any termination of this Agreement.  The Company shall be responsible only for performing the Services expressly provided for in this Agreement, and shall be liable only if it engages in intentional misconduct in performing those Services.  The Company shall not be responsible for the Candidate’s or any other person or entity’s acts or omissions, including without limitation any third party or Client, and neither such person nor any such entity shall be deemed to be an agent or representative of the Company.

10.              Termination and Amendments.  This Agreement may be terminated upon seven (7) days prior written notice by either Party with or without cause. The Company may also terminate this Agreement at any time, without notice, for any conduct that the Company in its sole discretion believes violates this Agreement or is harmful to another client, third-party, or the Company’s interests, including but not limited to in the event the Company believes performance of the Agreement will place the Company, Candidate, or third party (including Clients) health and safety at risk.  The Company’s obligation to perform the Services will terminate automatically, without notice from the Company, if Candidate fails to comply with any provision of this Agreement. The Company also has the right to suspend the Services to Candidate at any time, and for any reason, with or without notice. Other than as provided in this Agreement, this Agreement may not be released, discharged, changed or modified except by an instrument in writing duly signed by both Parties. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. Before the Company is obligated to perform any Services additional to and outside the scope of this Agreement, Candidate and the Company shall agree in writing as to the scope of the additional Services, the billing schedule, and rate that will be applied to the additional Services.

11.            Venue.  Regardless of the place of signing this Agreement, Candidate agrees that for purposes of venue, this Agreement was entered into in Los Angeles, California and shall be governed by the laws of the State of California.  Any controversy or claim relating to this Agreement shall be settled by arbitration.  If the Parties cannot agree upon an arbitrator and upon rules to govern such arbitration, then any arbitration arising out of this Agreement shall be administered by JAMS, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  For all matters arising out of or relating to this Agreement, Client agrees to submit to the jurisdiction of the State of California.  The arbitration proceeding shall take place and the arbitration award given in writing in Los Angeles, California.  In the event of litigation or arbitration to interpret or enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover all expenses, including reasonable attorney’s fees incurred.

12.            Enforceability.  If any provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be deemed severable from this Agreement and shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  Notwithstanding the foregoing, if, any provision contained in this Agreement shall be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

13.            Transferability.  Candidate acknowledges that this Agreement, and its rights to the Services and to any product of the Services are non-transferable and that none of these rights may be transferred, assigned or distributed by Candidate to any third party.  The Company has the right to freely assign this Agreement and its rights and obligations under this Agreement.

14.            Headings.  The headings or titles of the various paragraphs of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication or intention, limit, define, extend or affect the meaning or interpretation of this Agreement or the specific terms or text of the section so designated.

15.            Sole Agreement.  This Agreement, including any attachments to this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings, and all other communication between the Parties, with respect to the Services.  Candidate acknowledges that it is entering into this Agreement solely on the basis of the representations herein.

16.            Electronic Signatures.  This Agreement may be executed by providing an electronic signature under the terms of the Electronic Signatures Act, 15 U.S.C. SS 7001 et. seq. and/or the Uniform Electronic Transactions Act, California Civil Code §§1633.1 et. seq., and may not be denied legal effect solely because it is in electronic form or permits the completion of the business transaction referenced herein electronically instead of in person.  The Parties agree that any electronic signature of a Party to this Agreement shall be as valid as an original signature of such Party and shall be effective to bind such Party to this Agreement.  The Company shall be entitled to rely on the electronic signature of Candidate to authenticate this writing and to have the same force and effect as a manual signature.

17.            Miscellaneous.  A waiver of or failure to enforce any provision contained in this Agreement on any occasion shall not be deemed to be a continuing waiver or a waiver on any other occasion.  Candidate acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.  Any additional work not specified in this Agreement must be authorized in a writing and agreed to by both Parties.

IN WITNESS WHEREOF, the Parties have read the entire Agreement and understand and agree to the terms and conditions contained herein.