Exhibit 10.1
PROFESSIONAL SERVICES AGREEMENT
THIS
Agreement (the “Agreement”) is made this 11th day of
July, 2007, (the “Effective Date”), by and between
Resources Connection, LLC, doing business as Resources Global
Professionals, with its principal place of business at 695 Town
Center Drive, Suite 600, Costa Mesa, California 92626, for
itself and on behalf of all entities wholly-owned by its parent,
Resources Connection, Inc. (collectively “Resources”),
and Universal Technical Institute, with its principal place of
business located at 20410 North 19th Ave., Suite 200, Phoenix,
AZ 85027 (“Client”), for Professional Services
(“Services”) to be provided by Resources as more fully
set forth in the annexed Statement(s) of Services.
Any
Services requested subsequent to the Effective Date of the
Agreement or individual amendments to the provisions herein, will
be set forth in additional Statements of Services, which shall be
agreed to and acknowledged, in writing, by both parties.
| |
1. |
|
Independent Contractor
Status
|
Resources is an independent contractor of Client, and the persons
provided hereunder by Resources to Client are Resources’
employees, or, in certain circumstances, independent contractors
who have contracted with Resources (collectively, the
“Professionals”). Resources will notify Client
affirmatively in the applicable Statement of Services if such
Professional is an independent contractor.
| |
2. |
|
Performance of
Services
|
Resources will provide Client with Professionals to perform
Services on a project or engagement basis. A Statement of Services
will summarize the scope of the engagement and any special services
provisions. Client is responsible for defining the scope and nature
of the Services, providing overall direction to the Professionals,
and managing the projects and engagements under this Agreement. As
such, Client agrees to provide a safe working environment and all
statutorily required meal and other break periods as well as
reasonable working space and materials which may be necessary in
connection with the performance of Services hereunder. The working
papers prepared by Resources in connection with the performance of
Services will be the property of Client. Resources’
Professionals shall not have the authority to act as an officer or
director of Client or to represent or obligate Client in any
manner. The Services will not constitute an engagement to provide
independent audit or attestation services or result in the issuance
of any written or oral communications by Resources to Client or to
any third party constituting legal advice or expressing a
conclusion or any form of assurance with respect to financial data
or internal controls.
This
is a services agreement. Resources warrants it will perform
Services hereunder in good faith. Since Client shall direct and
manage the Services provided hereunder, Resources makes no
additional warranties, whether express, implied, statutory or
otherwise, including, without limitation, warranties of
merchantability, fitness for a particular purpose, quality,
suitability or otherwise with respect to any Services performed by
its Professionals in connection with the Agreement, except as set
forth in Section 4 below.
| |
4. |
|
Representations and
Warranties
|
Resources further represents and warrants as follows:
(a) Resources shall recruit, interview, qualify, select and
hire or contract with the Professionals who shall provide the
Services hereunder. As the employer, Resources will:
(i) supply only individuals legally authorized to work in the
United States; (ii) complete and maintain I-9 forms in
compliance with the Immigration Reform and Control Act of 1986;
(iii) conduct background checks to ensure its Professionals
have no felony convictions during the seven years prior to
employment by Resources, nationally and by county of residence;
(iv) maintain all necessary personnel and payroll records for
its Professionals; (v) calculate its employees wages and
withhold applicable taxes, Social Security and other
government-mandated charges; and (vi) remit such
employment-related taxes and charges to the appropriate
governmental entity.
(b) The Services will be performed using Professionals
qualified and suitable to perform the Services requested.
Resources’ Professionals have the capability, experience and
means necessary to perform the Services contemplated by the
Agreement. If such Services are not performed satisfactorily,
Client shall notify Resources, within ten (10) days of
Client’s determination of such unsatisfactory performance, to
negotiate an appropriate credit, if any, of the fees
incurred.
(c) Resources shall have sole responsibility to counsel,
discipline, review, evaluate, set the pay rates of, and terminate
its Professionals assigned to provide Services to Client.
(d) Resources will perform the Services in a diligent
manner in accordance with accepted professional
practices.
(e) Resources shall comply with all applicable federal,
state, and local laws, rules, regulations, codes, ordinances and
orders, including but not limited to all laws and regulations
applicable to Resources’ Professionals. Resources and its
Professionals have in effect and will maintain in effect all
permits, licenses, and other authorizations necessary for the
performance of the Services.
(f) Resources and its Professionals will observe
Client’s rules as the same are made known to Resources,
including without limitation, those rules involving health, safety,
the environment, and security, when working at or around any of
Client’s facilities.
(g) Resources, at the request of Client for any reason that
is not unlawful, will remove any of its Professionals assigned to
perform Services for Client. This in no way affects the right of
Resources to assign and reassign its Professionals or, in its sole
discretion as employer, to hire and/or terminate the employment of
its employees.
| |
5. |
|
Mutual
Indemnification
|
Each
party (the “Indemnifying Party”) agrees to indemnify
and hold harmless the other party and its agents, parent,
affiliates and subsidiaries (the “Indemnified Party”)
from and against any and all third party actions, losses, damages,
claims, liabilities, costs or expenses (including, without
limitation, court costs and reasonable legal and professional fees)
arising out of or relating to the Agreement and based on any
negligent act or omission or intentional misconduct of the
Indemnifying Party or its agents that results in or causes:
(a) bodily injury or death; (b) any destruction of or
damage to tangible property, or loss of use resulting therefrom; or
(c) any violation of any statute, ordinance or regulation,
except to the extent finally determined to have resulted from the
intentional misconduct or negligence of the Indemnified Party. The
Indemnifying Party’s obligations hereunder are conditioned
upon the Indemnified Party providing the Indemnifying Party with:
(x) prompt written notification of the claim; (y) all
reasonable information and assistance, at the Indemnifying
Party’s expense, to defend or settle such a claim; and
(z) sole control of the defense or settlement of such claim.
The Indemnified Party reserves the right to retain counsel, at the
Indemnified Party’s expense, and to participate in the
defense and settlement of any such claim. The provisions of this
paragraph shall survive the completion or termination of the
Agreement.
| |
6. |
|
Limitations of
Liability
|
Neither Resources nor Client shall be liable for consequential,
special, indirect, incidental, punitive, or exemplary loss, damage,
cost or expense (including, without limitation, lost profits and
opportunity costs). The maximum total liability of each party, its
agents, parent, affiliates, and subsidiaries, to the other for any
actions, losses, damages, claims, liabilities, costs or expenses in
any way arising out of or relating to the Agreement, shall not
excee
|
