Preferred Vendor Agreement

PREFERRED VENDOR AGREEMENT


THIS PREFERRED VENDOR AGREEMENT made as of this 14th day of May, 1993, by and between Norrell Services, Inc., a Georgia corporation ("Norrell"), and United Parcel Service General Services Company, a Delaware corporation ("UPS").


W I T N E S S E T H:


WHEREAS, UPS has a continuing need for supplemental personnel; and


WHEREAS, Norrell is a leading provider of such personnel to businesses in the United States and Canada;


NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:


1. Services Provided. Norrell will provide to UPS the services described in Exhibit A attached hereto and made a part hereof (the "Services") as UPS shall require, pursuant to the terms and conditions of this Agreement. The parties may, from time to time, amend Exhibit A in a writing signed by a duly authorized representative of each party.


2. Term. This Agreement shall continue for a term of two (2) years after the date first entered above, unless sooner terminated as set forth herein, and will be automatically renewed for like additional terms unless either party serves written notice of its intent to terminate the Agreement within thirty (30) days prior to the expiration of any such term. Either party hereto may terminate this Agreement with or without cause upon sixty (60) days written notice to tile other party hereto. If UPS delivers notice to Norrell of its intent to terminate, UPS shall include therein the reasons for such termination and Norrell shall have thirty (30) days to rectify or modify its performance, after which 30-day period UPS shall revoke or affirm its termination. The provisions of this Agreement where the context or sense of this Agreement so indicates shall survive any termination or cancellation of the Agreement.


3. Rates for Services. For the first year of the term of this Agreement, the rates for the performance of the Services pursuant to this Agreement shall not exceed those set forth on pages A5 through A10 of Exhibit A attached hereto and made a part hereof. Thereafter the rates shall be as otherwise set forth in Exhibit A. Any agreements negotiated locally by Norrell/UPS management will be honored subject to the approval of Norrell's Vice President of National Accounts.


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4. Invoices. Norrell shall submit to each UPS District office a weekly invoice for the services of its personnel which shall indicate the number of hours, rate per hour, name of employee and department worked during the previous Monday through Sunday billing period. Invoices submitted hereunder shall be due and payable upon receipt.


5. Reports. Norrell is prepared to provide UPS monthly and quarterly reports (for its field locations as well as corporate headquarters), which contain the number of hours worked by Norrell employees as well as the aggregate billing to UPS by Norrell with respect to each of the job classifications set forth on Exhibit A. Preparation and delivery of these reports as well as additional billing information will be mutually agreed upon by UPS and Norrell field locations


6. Buyer Satisfaction. Norrell agrees that the Services will be performed to the satisfaction of UPS and agrees to allow UPS a reasonable period of time to determine if the Services p ...