acro service corp€¦ · web view... associate vendor acknowledges that contractor is...

ACRO SERVICE CORPORATIONASSOCIATE VENDOR AGREEMENT

THIS AGREEMENT is made and entered into this ___ day of _______________, 2012 between <<Associate Vendor Name>>, a <<AV Entity State>> <<AV Entity Type>>, with its principal place of business located at <<AV Address>> ("Associate Vendor"), and Acro Service Corporation, a Michigan corporation, with its principal place of business located at 39209 West Six Mile Road, Suite 250, Livonia, Michigan 48152 ( “Acro” or "Contractor").

Recitals

The following recitals form the underlying basis of this Agreement, and will be construed as an integral part of this Agreement:

Acro is engaged in the business of supplying personnel on a temporary, contract or permanent basis. Kellogg Company (“Client” or “Kellogg”) completed a selection process to meet their contract labor sourcing requirements and entered into a MSP Services And Payroll Services Agreement (“Client Contract”) with Acro for the provision of Managed Service Provider (MSP) program staffing services and related services. Under the terms of the Client Contract, effective October 5, 2012, Acro is required to provide the services of temporary workers to perform services on behalf of the Client at Client-specified sites. The temporary workers to be provided by Acro may be supplied by Acro or Acro-approved subcontractor(s) and are hereafter referred to as “Contingent Workers”. In order to facilitate the procurement and management of temporary and contract labor, Acro may use its proprietary web-enabled eXternal Resource Management system (the XRMSM System).

Acro desires to utilize the services of the Associate Vendor to provide certain services, including the provision of its temporary employees that are to be provided to Client under the Client Contract. Associate Vendor desires to provide these services on behalf of and as a subcontractor of Acro.

NOW, THEREFORE, Associate Vendor and Contractor, in consideration of the mutual promises herein and other good and valuable consideration, agree as follows:

1. Service and Compensation 1.1. Associate Vendor shall provide the services to Contractor in accordance with the

terms of this Agreement and Client’s requirements for temporary workers as communicated to Associate Vendor from time to time by Contractor, along with requirements, if any, for Associate Vendor to provide on-site representatives at specified Client sites to manage Associate Vendor’s Contingent Workers and perform other related duties as Client or Contractor may specify from time to time. Associate Vendor agrees that such services shall be provided in strict accordance with the Annotated Client Contract attached hereto as Attachment C (representing the Associate Vendor’s obligations to Contractor and/or Client pursuant to the Client Contract). Communication of Client’s Contingent Workers requirements

Acro Service CorporationKellogg Associate Vendor Agreement – October 2012 PAGE 1 OF 34

shall typically be made through Contractor’s vendor management system, XRMSM

System or by e-mail from Contractor’s Kellogg Program Manager.

1.2. Associate Vendor shall be compensated in accordance with the fee basis specified in this Agreement and in the Rate Schedule, attached hereto as Attachment A, which provides for the approved bill rates payable to Associate Vendor.

1.3. Contractor agrees to pay Associate Vendor, as specified herein, for all Straight Time and Overtime hours worked by the Contingent Workers on behalf of and approved by Kellogg. For Straight Time work of a Contingent Worker placed through this program, Contractor agrees to pay Associate Vendor the hourly bill rate as specified in Attachment A and consisting of the Contingent Worker’s Straight Time hourly wage rate plus a not-to-exceed percentage markup over such wage rate; provided, however, such bill rate shall not exceed the hourly bill rate indicated in the applicable service requisition made available to Associate Vendor by Contractor via the XRMSM System or otherwise. Where applicable (e.g., possibly for manufacturing positions), service requisitions shall specify the wage rate the Associate Vendor is required to pay the Contingent Worker. The bill rates indicated in the XRMSM System shall be net of Acro’s MSP fees. Associate Vendor shall pay Contractor’s MSP Fee as specified in Attachment A for services provided by Associate Vendor’s Contingent Workers.

1.4. Associate Vendor’s bill rate to Contractor for Overtime work shall be 1.5 times the Straight Time bill rate. Straight Time means work of less than or equal to 40 hours worked per week. Overtime means work of more than 40 hours per week (unless defined differently in the U.S. state where the work is performed, in which case Overtime work shall be as defined by such state) authorized in advance in writing by Client. Payment of Overtime to the Contingent Workers shall be in accordance with this Agreement and applicable federal, state and local laws, rules and regulations.

1.5. Contractor will establish staff, operate and manage a Program Management Office

("PMO") to provide consolidated administrative services that are required by the Client Contract. Based on the diverse ways Client business units handle procurement processes, for a given business unit these services may include receipt/distribution of requests for temporary workers, receipt/distribution of subcontractor submittals, facilitation of Client candidate evaluation and interviewing processes, facilitation of candidate on-boarding processes, time and expense administration, invoicing, communications, payment distribution, etc. Contractor will apply Acro’s web-based vendor management system, the XRMSM

System, as appropriate to optimize these administrative services; however, Associate Vendor shall use a manual system or other semi-automated (email, fax, etc.) process, as directed by Contractor or Client until the XRMSM System is implemented. Contractor shall publish and update from time to time the Managed Service Program (MSP) operations manuals and guides, as appropriate, regarding all MSP requirements and processes.


1.6. Commencing with the effective date of this Agreement, the PMO shall provide Associate Vendor access to Client’s requests for temporary workers for such Client business units, labor categories and geographies for which Associate Vendor is an approved supplier, and in keeping with Client’s direction with regard to Associate Vendor tiers and preferences. Associate Vendor agrees to immediately communicate to the PMO all requests for temporary workers it may directly receive from Client personnel.

1.7. Notwithstanding the foregoing statements in section 1.6 above, Associate Vendor acknowledges that Contractor is responsible for compliance with Client’s MSP performance level expectations for metrics including cost savings (as measured from “Baseline” MSP pricing established by Contractor and as may be communicated to Associate Vendors by Contractor from time to time), retention of Contingent Workers, response rate (percentage of requests responded to) response time (acknowledgement of request), response time (forwarding of submittals to Client managers by the PMO), fill ratio, manager satisfaction and other such measures as may be determined by Contractor or Client from time to time. Associate Vendor acknowledges its obligation to diligently provide services for each business unit, labor category and geography in which it participates and to work to achieve metrics-based performance goals established by Contractor. Associate Vendor agrees that PMO shall have the authority to take such actions reasonably necessary to assure compliance with Client’s MSP program performance level expectations, which may include but are not limited to corrective action requests, changes in the scope of Associate Vendor’s access to requests for temporary workers for certain Client business units and/or labor categories and/or geographies based on Associate Vendor’s failure to respond to corrective action requests, suspension of Associate Vendor’s access to Client requests for temporary workers, and termination of this Agreement. Barring unforeseen circumstances, Contractor contemplates providing quarterly reports showing Associate Vendor’s performance in all metrics relevant to Client’s expectations, and how such performance compares with the highest and lowest scoring suppliers.

1.8. Client’s payments to Contractor for Client-approved time and expenses of Associate Vendor’s Contingent Workers shall be passed through to Associate Vendor by Contractor after deducting Contractor’s MSP Fee as specified in Attachment A. The Parties acknowledge and agree that, with regard to Associate Vendor’s revenues under the Client Contract, Acro shall act as a conduit with respect to the funds it receives as Associate Vendor’s limited agent, and that Acro shall have no right or interest in the funds it collects from Client on Associate Vendor’s behalf.

2. Term; Right to Hire

This Agreement shall take effect on the date executed, and either party may terminate this Agreement at any time by giving a 30-day prior written notice to the other party. In addition, Contractor shall have the right to terminate this Agreement at any time, if (i)


Client requests such termination; (ii) the Client Contract is terminated by the Client; or (iii) Associate Vendor is in breach or violation of this Agreement.

Associate Vendor acknowledges and understands that if this Agreement is terminated in whole or in part or is not renewed or extended (and Associate Vendor has Contingent Workers performing services for Client at that time), such Contingent Workers may wish to continue performing services for Client by seeking employment with another supplier that has a contract with Contractor or Client. Associate Vendor agrees in such instances that Contractor or Client may take such steps deemed necessary or appropriate to affect the transfer of such Associate Vendor Contingent Workers to employment with another supplier, if such Contingent Workers wish to remain on assignment at or on behalf of Client. Associate Vendor further acknowledges and understands that Client may hire Associate Vendor Contingent Workers at any time in accordance with Section 13(c) of the Annotated Client Contract (Attachment C hereto). Associate Vendor releases Contractor and Client from any liability or damages whatsoever arising from or relating to any conduct by Contractor or Client that results in Associate Vendor Contingent Workers being hired by Client or remaining on assignment to or on behalf of Client by accepting employment with another supplier, and shall release such Contingent Workers from any applicable restrictive covenants and liability or damages.

3. Confidentiality; Intellectual Property

Associate Vendor warrants that during the term of this Agreement or anytime thereafter, it will not divulge to any other person, firm or corporation either directly or indirectly, whether obtained before, during or after its engagement with Acro, the following: (i) the names and/or addresses of Acro or Acro’s clients and business contacts; (ii) the names and/or addresses of Acro or Acro’s employees, agents or personnel resources; (iii) information relating to Acro or Acro’s services, marketing and promotion methods, service pricing, or business methods; and (iv) any other information which Acro communicates to Associate Vendor and identifies as being confidential.

In addition, during the term of this Agreement and any time thereafter, all information listed above shall be considered a trade secret and the property of Contractor and any and all records, papers, documents and/or copies thereof pertaining to such information shall be returned immediately upon the termination of Associate Vendor’s engagement. Associate Vendor’s confidential information, including Associate Vendor’s pricing and information relating to Associate Vendor’s employees, shall be held in confidence by Acro, and the use of such confidential information shall be limited to Acro’s fulfillment of its obligations to Kellogg under the Client Contract, and access to such confidential information shall be limited to PMO personnel and Client personnel with a need to access such information. Further, Associate Vendor agrees that it and its Contingent Workers shall fully comply with all Intellectual Property covenants specified in Attachment C.

4. Good Faith


It is understood that both parties will operate in good faith. It is further understood by the Associate Vendor that all correspondence, communication, transmittals and communiqués, both verbal and nonverbal, will take place between the Associate Vendor and the Contractor’s PMO, and that the Associate Vendor is not permitted to contact the Client on any matter (including direct or indirect solicitation of business), except as expressly authorized or directed by Contractor’s PMO.

5. Entirety

This document and all exhibits, attachments, and modifications incorporated herein shall be the entire understanding and agreement between the parties with respect to the subject matter set forth herein, and all prior agreements, understandings, covenants, promises, warranties, and representations, oral or written, express or implied, not incorporated herein are superseded hereby. This Agreement may not be amended, modified, altered, supplemented, or changed in any way except in writing, signed by the parties and attached hereto as an amendment.

6. Michigan Law; Severability

This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of Michigan, USA, including its choice of law rule. The invalidity or unenforceability of a particular paragraph or sub-paragraph of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable paragraph or sub-paragraph was omitted.

7. Payment to Contingent Workers

Associate Vendor agrees that failure to pay its Contingent Workers in a timely manner (weekly or biweekly or monthly; and in compliance with Federal, State and Local laws) will result in inconvenience to Contingent Workers, disruption of service to Client and adversely affect Contractor's relationship and goodwill with the Client. If Contractor is informed (by Contingent Workers, Client or any other party) that Associate Vendor is unable or unwilling to pay Contingent Workers, or otherwise does not pay Contingent Workers in a timely manner, Contractor shall inform Associate Vendor of such occurrence in writing, and require the Associate Vendor to take immediate remedial action to ensure that Contingent Workers are immediately paid any and all arrears due. Failure of Associate Vendor to resolve such an issue on a timely basis or to prevent recurrences shall result in disciplinary actions and will be considered a breach of this Agreement.

8. Non-Solicitation/Non-Competition

Associate Vendor agrees that (i) during the term of this Agreement, or (ii) during the period the Associate Vendor is receiving any fees from the Contractor pursuant to this Agreement or (iii) for a period of one year following either the termination of this Agreement or cessation of above fees from the Contractor, whichever is later, it will not


for any reason whatsoever, directly or indirectly (whether as an employee, agent, consultant, joint venture, partner, lender or investor, owner, shareholder, director or officer): (i) induce or solicit or attempt to induce or solicit Client (includes all Client business units) or provide to Client services provided by Contractor under this Agreement from any business or organization other than that of the Contractor (provided, however, that this prohibition shall not apply if Contractor consents to such solicitation or provision of services or if the Client Contract has been terminated); (ii) induce, solicit, divert, take away or attempt to induce, solicit, divert or take away any employee of the Contractor or of any other subcontractor of Contractor serving the Client, including, but not limited to, leased or retained employees, agents and contractors, at the date hereof or in the future (collectively referred to as “Employees” for the purpose of this Section) to become an employee of, be the agent for, or be a consultant or contractor to, any other business or organization; (iii) request or advise the Client to withdraw, curtail or cancel business with the Contractor or request or advise any Employees to withdraw, curtail, terminate or cancel their employment or association with the Contractor or any other subcontractor of Contractor serving the Client; and, (iv) disclose to any person, firm, corporation or any other business entity the names or addresses of any of the Employees of the Contractor or of any other subcontractor of Contractor serving the Client.

9. Indemnification

To the fullest extent permitted by law, Associated Vendor shall defend, indemnify, and hold harmless Client, Contractor, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from (i) the negligent acts, errors, omissions, mistakes or malfeasance relating to the performance of this Agreement, or (ii) any claim against Client or Contractor by or on behalf of any Contingent Worker. Associate Vendor’s duty to defend, indemnify and hold harmless Client, Contractor, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or expense that is caused by (i) any negligent acts, errors, omissions or mistakes in the performance of this Contract by the Associated Vendor, as well as any person or entity for whose acts, errors, omissions, mistakes or malfeasance Associated Vendor may be legally liable, or (ii) any claim against Client or Contractor by or on behalf of Contingent Worker.

10. Billing and Payment of Fees

Unless otherwise requested by Client, Contractor’s PMO shall be responsible for the collection and consolidation of billable time and billable expense information for Associate Vendor’s Contingent Workers, and the production of consolidated invoices to Client. Contractor shall pay to Associate Vendor for each hour worked by each Associate Vendor Contingent Worker, which hour worked is approved by Client, extended by the Contractor-approved billing rate. Contractor shall also pass through any expense reimbursements it receives from the Client with respect to expenses approved


by the Client and incurred by the Associate Vendor and/or its Contingent Workers in the performance of services on behalf of the Client.

If the Contractor is utilizing its XRMSM System for the collection and approval of billable time and expenses, the Associate Vendor shall not be required to submit an invoice to the Contractor pertaining to Client-approved time and expenses incurred by the Associate Vendor. However, during periods when the XRMSM System is not being utilized, the Associate Vendor shall invoice Contractor for Client-approved billable time and expenses on a weekly basis following the completion of each calendar week (Sunday through Saturday).

Contractor’s payments to the Associate Vendor shall be made by electronic wire transfer, to an account designated by Associate Vendor, following receipt of corresponding payment from Client, in no event later than 10 business days following Acro’s receipt of corresponding payment from Client. Client’s payment terms to Contractor are 60 days from Client’s approval of invoice. Acro’s payments to Associate Vendor as described above in this section shall be in full payment and satisfaction for all services performed by Associate Vendor under this Agreement.

Associate Vendor will submit invoices to Contractor for reasonable and necessary costs and expenses (collectively, expenses) incurred by Associate Vendor Contingent Workers in connection with providing the services hereunder to the extent that such are approved in writing by Client. Such invoices will be submitted within 30 days of incurrence of such expenses to the appropriate Contractor contact, as designated by Contractor from time to time, and must include all supporting documentation.

Associate Vendor acknowledges that timely and accurate submission of time records and invoices for expenses are critical to Contractor and Client. Associate Vendor shall, when submitting time records or invoices for a specified period of time (and Client Purchase Order, if any), include all charges for the period and for the Purchase Order noted and not for any other time period or Purchase Order. Any failure by Associate Vendor to include any such time records or charges for expenses in strict compliance with the terms of this Agreement or the time keeping cycle and time submission schedule given to Associate Vendor by Contractor (or as may be otherwise specified by Purchase Order), regardless of the reason for such failure, may compromise Contractor’s ability to invoice Client for such time or expenses. Contractor has no obligation to invoice Client for amounts improperly or inaccurately invoiced by Associate Vendor and/or invoiced by Associate Vendor other than in strict compliance with this Agreement (including any Purchase Orders) or the referenced schedule. Associate Vendor will be solely responsible for Associate Vendor Contingent Workers’ compliance with these procedures.

Associate Vendor acknowledges and agrees that it is entitled to compensation only for services and expenses that have been paid for by Client. Associate Vendor further acknowledges and agrees that if the Client refuses or fails to pay Contractor for Associate Vendor’s services or expenses, Contractor shall have no liability therefor.


Further, upon written demand from Contractor, Associate Vendor will refund to Contractor any payments previously made for the hours or expenses for which: (i) Client demands a refund from Contractor for Associate Vendor’s services (except in the event that such refund is based solely on Contractor’ own and not Associate Vendor’s services); and/or (ii) Contractor refunds amounts claimed to be preferential payments made by Client prior to a bankruptcy.

11. Contract Terms and Conditions

Associate Vendor acknowledges and agrees that this Agreement is subject to the Client’s approval and the Client Contract. Associate Vendor acknowledges and agrees that Attachment C is subject to revision based upon any revisions to the Client Contract. Associated Vendor further acknowledges this Agreement shall not be construed as a partnership agreement. The parties expressly intend and agree that Associated Vendor is acting as an independent contractor and not as an agent of Contractor.

12. Use of the XRM SM System

Contractor may be utilizing a web-based system called External Resource Management System (the “XRMSM System”), in order to automate business processes relating to its provision of services that will be provided by the MSP under this Agreement. The XRMSM System includes electronic processes to automate: the identification and communication of staffing requirements and any changes thereto to Contractor and its suppliers; fulfillment of Client staffing requirements by Contractor and its suppliers; the capture and reporting of Contingent Workers billable time and billable expenses; and the formatting and transmission of electronic invoices to Clients. Contractor will provide the XRMSM System to Associate Vendor for rendering services pursuant to this Agreement under the terms of the XRMSM System Limited Use Software License and Indemnification Agreement, included as Attachment B to this Agreement.

13. Other Agreements

Associate Vendor will maintain in effect during the term of this Agreement any and all Federal, State, and/or Local licenses and permits which may be required of a corporation transacting business as a staffing service provider. In order to comply with Client’s expectations for benchmarking, program value, efficiencies and improvements, and market competitiveness, Associate Vendor agrees to provide, as and when requested by Contractor and in a format requested by Contractor, detailed cost element breakdowns of the components that comprise its billing rates for its Contingent Workers performing services pursuant to this Agreement. Neither Contractor nor Associate Vendor shall be responsible for failure or delay in assigning its employees to Client if such failure or delay is due to labor disputes and strikes, fire, riots, war, acts of God, or any other causes beyond their control. Associate Vendor may not assign this Agreement, in whole or in part, without the prior written consent of Contractor. This Agreement shall be binding upon the parties hereto, their successors, heirs and assigns, as permitted. The parties agree that in the event a dispute arises underneath the provisions of this


Agreement or attendant documents, that such matter shall be submitted to binding arbitration with the American Arbitration Association in Southfield, Michigan, pursuant to its rules and regulations.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year shown above.

<<Associate Vendor>> Acro Service Corporation

Authorized Signature Authorized Signature

Name Name

Title Title


ATTACHMENT A – RATE SCHEDULE

[Attachment A is currently under development and will be forwarded soon.]


ATTACHMENT B

XRMSM SYSTEM LIMITED USE SOFTWARE LICENSE AND INDEMNIFICATION AGREEMENT

LIMITED USE LICENSE

Acro hereby grants Associate Vendor and its Contingent Workers (individually and collectively, the “User”) a fully paid, non-exclusive, non-transferable license (“Limited Use License”) to access and use the XRMSM System and XRMSM Software Documentation (collectively, “XRMSM Solutions”) for use solely in connection with your provision of services to the Client. This Limited Use License will continue so long as you remain in compliance with the terms and conditions of this Agreement. This Limited Use License will automatically terminate without further action or notice upon termination of Acro’ services to the Client or termination of your services to the Client. Acro may immediately terminate your license to use XRMSM Solutions if you breach any of your obligations hereunder.

Through this Limited Use License Associate Vendor and its Contingent Workers have been provided a User ID and password to access one or more of the XRMSM Systems. The XRMSM System provides, among other things, an automated system and solution for (A) job orders, candidate submittals, candidate evaluation and selection, contract offer and closure, hiring, employee performance evaluation, and employee turnover and replacement, known as the “Automated Procurement System”, (B) time and expense collection and approval, known as “AcroTrac SM”, and (C) electronic billing, invoicing and payment, known as “Electronic Invoicing”.

All rights in and to the XRMSM System and XRMSM Software Documentation shall be the property of Acro Service Corporation. Acro reserves the right to change, modify or discontinue the XRMSM Software at any time. All Improvements to the XRMSM Software will be made in the discretion of Acro. The User shall have no rights, title or interest therein, except for the Limited Use License to make use of XRMSM Solutions. The User shall have no right to assign or transfer the Limited Use License. All Improvements to the XRMSM Software or XRMSM Software Documentation shall be the property of and inure exclusively to the benefit of Acro Service Corporation. THE SOFTWARE AND SOFTWARE DOCUMENTATION ARE PROVIDED TO THE USER “AS IS.” ACRO AND ACRO EXPRESSLY DISCLAIM AND THE USER EXPRESSLY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ACRO AND ACRO DO NOT WARRANT THAT THE SOFTWARE WILL MEET THE USER’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNInot to exceedRRUPTED OR ERROR FREE. THE USER IS ADVISED TO MAINTAIN HARDCOPY BACKUPS OF ALL TRANSACTIONS.

LIMITATIONS ON DAMAGES

ACRO AND ACRO SHALL HAVE NO LIABILITY WITH RESPECT TO THEIR OBLIGATIONS UNDER THIS LIMITED USE LICENSE OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONFIDENTIAL DISCLOSURE

It is understood that the XRMSM System, along with any XRMSM Software Documentation furnished to the User, is or may become the subject of patent, copyright, or other statutory or proprietary protection. The User acknowledges and agrees that such materials shall be used only in connection with User’s provision of services to the Client, and shall not be reproduced nor disclosed to others without first obtaining written consent from Acro, which consent may be withheld in the discretion of Acro. The User agrees not to make copies of the materials furnished, except as authorized by Acro for the purpose of the User’s use thereof under this Limited Use License. All reproductions of materials shall be returned to Acro or disposed of upon completion of such limited use in accordance with directions from Acro.


ATTACHMENT C

Annotated Client Contract

Associate Vendor agrees to (i) comply with the obligations imposed upon “ACRO” or “Acro” in the Redacted Client Contract and its incorporated exhibits, if any (the Redacted Client Contract and its exhibits are appended as Schedule I to this Attachment C), (ii) cause its Contingent Workers (as defined in this Agreement) to comply with the obligations imposed upon ACRO’s Contingent Workers in the Redacted Client Contract and its incorporated exhibits, if any, and (iii) comply with the annotations, specified below, pertaining to the Redacted Client Contract. The Redacted Client Contract referenced in (i) and (ii) above and the annotations mentioned in (iii) above shall hereafter be collectively referred to as the “Annotated Client Contract”. All named documents above are hereby incorporated in this Agreement.

In the event there are any changes to the Client Contract (as defined in this Agreement) following the date of this Agreement or the Redacted Client Contract contains obligations which apply to Associate Vendor and/or Associate Vendor’s Contingent Workers, which have been inadvertently omitted from the Annotated Client Contract, Contractor reserves the right to amend this Attachment C effective with the date of this Agreement to properly reflect the pass through of such obligations.

Stated below are the annotations to the Redacted Client Contract, as referenced above:

1. Notwithstanding anything to the contrary in the Redacted Client Contract, Associate Vendor understands and acknowledges Contingent Workers provided by Associate Vendor under this Agreement are employees of Associate Vendor. Associate Vendor shall be exclusively responsible for all employment aspects of all Contingent Workers assigned to Client (Kellogg), which shall include, but not be limited to, hiring, employment based counseling, terminations, salary review, performance evaluations, work schedules and placement/assignment.

2. Notwithstanding anything to the contrary in the Redacted Client Contract, Associate Vendor understands and acknowledges Acro’s role as manager of the PMO, and specifically agrees that Acro will facilitate all communication (including any communication regarding billing and payments) between the Associate Vendor and Kellogg except as otherwise authorized by Acro.

3. The Associate Vendor is prohibited from utilizing the services of any subcontractor without Contractor’s prior written consent to fulfill any part of its obligations under this Agreement. Associate Vendor shall not place Contingent Workers who are independent contractors, 1099s or have a worker status other than direct W-2 employees of Associate Vendor.


4. Throughout the term of this Agreement, including any extensions thereof, Associate Vendor shall obtain and maintain all insurances required under the Redacted Client Contract and shall name Kellogg Company and Acro Service Corporation as an Additional Insured on all such insurances. Associate Vendor must provide Contractor certificates of insurance executed by the insurers evidencing the insurance within 15 days of full execution of this Agreement. Such certificate shall provide Contractor and Kellogg will be notified of any material changes in or cancellation of any policies under which the certificates are issued 30 days in advance of such change or cancellation.

5. Associated Vendor shall perform all checks and verifications necessary to insure each Contingent Worker is authorized to work in the United States including, without limitation, I-9 verification and social security number traces for the previous 7 years.

6. Associate Vendor shall conduct a criminal background check of previous seven years of state and federal crimes in the Contingent Workers current county of residence as stated on his/her resume. Associate Vendor shall apply its professional judgment in reviewing the results of the background check using the guidelines provided in Exhibit F to the Redacted Client Contract (Drug Screening and Background Check Requirements) to the extent permitted by law.

7. Associated Vendor shall conduct a 9 panel urine drug test for each Contingent Worker prior to assignment to Kellogg.

8. Associated Vendor shall conduct an employment history verification for the previous seven year period for each Contingent Worker prior to assignment to Kellogg.

9. Associated Vendor shall conduct an education verification of each Contingent Worker prior to assignment to Kellogg.

10. Associated Vendor shall conduct an examination of the Motor Vehicle Record of all Contingent Workers assigned for services which require driving (fork lift drivers and CDL truck drivers) prior to assignment to Kellogg.

11. Associate Vendor must get Exhibit A of the Client Contract (Employee Benefits Agreement and Waiver), Exhibit C (Employee Confidentiality Agreement), and Exhibit G (Assignment of Copyright and Patents) completed and signed by Contingent Worker.

12. Associate Vendor shall comply with Kellogg's Supplier Code of Conduct provided in Exhibit D of the Client Contract (Kellogg Company Supplier Code of Conduct.


Schedule 1 to Attachment C(Redacted Client Contract)

MSP SERVI CES AND PAYROLL SERVICES AGREEMENT

IT IS HEREBY AGREED by and between Acro Service Corporation, a Michigan corporation (“ACRO”) with its principal office located at 39209 West Six Mile Road, Suite 250, Livonia, Michigan 48152 and Kellogg Company, a Michigan corporation (“Client”) with its principal office located at One Kellogg Square, Battle Creek, Michigan 49017.

WHEREAS, ACRO is engaged in the business of providing Human Capital Management and Consulting Services including but not limited to staff augmentation, payroll services and managed staffing provider services; and,

WHEREAS, Client desires to engage ACRO to provide such services;

NOW, THEREFORE, in consideration of the promises, and of the mutual covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

DEFINITIONS

1. For purposes of this Agreement, “Client” refers to and includes Kellogg Company, its subsidiaries, affiliates, successors and assigns.

2. For purposes of this Agreement, “ACRO” refers to and means Acro Service Corporation, a Michigan Corporation, its parents, subsidiaries, affiliates, successors and assigns.

3. Intentionally omitted.

DUTIES OF ACRO and CLIENT

4. ACRO shall provide to Client:

(a) “Managed Service Provider (MSP) Services”, in which ACRO shall provide the services of qualified individuals identified and recruited by Client-approved suppliers under subcontract to ACRO, to perform services for Client in accordance with this Agreement and any purchase order issued hereunder on the fee basis set forth in this Agreement (Section 13). Individuals assigned by ACRO to perform services pursuant to this Section 4(a) and Section 4(b) below shall be collectively referred to as “Assigned Employees”. ACRO or one of its suppliers under subcontract to ACRO shall serve as the employer of record for such Assigned Employees for the duration of their services to Client and on the fee basis set forth in this Agreement (Section 13). Assigned Employees shall perform services under the Client’s direction. ACRO shall manage the provision of services to Client in accordance with the provisions of this Agreement. ACRO shall establish and administer a managed service provider (MSP) program on behalf of Client to manage the services of qualified temporary personnel requested by and assigned to Client by ACRO or other Client-approved suppliers that participate in the MSP program and each such supplier shall become a subcontractor of ACRO. ACRO shall be responsible for automating and managing the processes related to the provision of above services and for managing the participating suppliers and their performance under the MSP program. ACRO shall also be responsible, as a limited agent of the participating suppliers, to render consolidated invoices to Client for the services performed


by the suppliers’ Assigned Employees under the MSP program, receive payments against the invoices rendered and distribute funds to the respective suppliers after deducting its MSP program fee it has negotiated with the participating suppliers.

(b) REDACTED

(c) REDACTED

5. Rates: For the services of Assigned Employees obtained through the MSP program as per Section 4(b) above, the Client will typically pay ACRO at the hourly bill rates established within ACRO’s XRMSM System (described in Section 8) in accordance with Sections 13(a) and (b) below.

6. Travel and Living Expenses: Normally travel will not be required for any Assigned Employees. However, if travel is deemed necessary and authorized by the Client, the actual reasonable costs shall be paid to ACRO, provided ACRO submits receipts for all expenses to be reimbursed. Mileage shall be paid at 90 (ninety) percent of the Internal Revenue Service (IRS) mileage rate in force at the time of the travel.

7. No premium for overtime shall be charged to the Client unless the same shall have been authorized by the Client in the XRMSM System or otherwise. Overtime work shall be defined and billed in accordance with applicable government rules, regulations and law(s).

8. XRMSM System: ACRO will supply to Client its proprietary web-based time and expense capture and approval, electronic invoicing and reporting tool XRMSM to facilitate the provision of the services listed above. Acro has developed a web-based automated External Resource Management System (“XRMSM System”), in order to automate business processes relating to its provision of services under this Agreement. The XRMSM System includes electronic processes to automate: the identification of staffing requirements, and changes to those requirements, by Client managers; electronic communication of those requirements to ACRO and its approved sub-suppliers; documentation of processes involved in fulfillment of Client staffing requirements by Acro and its approved sub-suppliers; the electronic capture and reporting of Assigned Employee billable time and billable expenses; and the formatting and transmission of an electronic invoice to Client. Acro will provide the time capture, electronic invoicing and reporting modules of XRMSM System to Client under the terms of the XRMSM System Limited Use Software License and Indemnification Agreement, attached as Exhibit E to this Agreement.

9. Employer responsibilities: The employer of record for each Assigned Employees (ACRO or a lower tier supplier under subcontract to ACRO), shall be responsible for paying, withholding, and transmitting payroll taxes; making unemployment contributions; and handling unemployment and workers’ compensation claims involving Assigned Employees. Assigned Employees shall not be entitled to the benefits Client provides to its direct employees, including holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits. During the Assigned Employee sign-up process, ACRO shall require each Assigned Employee to execute the Employee Benefits Agreement and Waiver in the form annexed hereto as Exhibit A, the Employee Confidentiality Agreement in the form annexed hereto as Exhibit C and the Assignment of Copyright and Patents in the form annexed hereto as Exhibit G. Further, ACRO shall require the employer of each Assigned Employee to comply with Client’s Supplier Code of Conduct annexed hereto as Exhibit D.

10. I9s, Drug Screening and Background Checks: Acro shall perform all checks and verifications necessary to insure that each Assigned Employee is authorized to work in the US, without any sponsorship or assistance from Client including, without limitation, I-9 verification and social security number traces for the prior seven (7) years. Acro shall properly complete, update and store I-9 forms for


each Assigned Employee and shall comply with all federal, state and local laws and regulations relating to the services provided in this Agreement. ACRO will be responsible for conducting necessary drug screens and background checks to ensure compliance with Client’s related standards as documented in Exhibit F.

11. Insurance: During the term of this Agreement, ACRO will secure and maintain in force policies of insurance in compliance with the Insurance Schedule annexed hereto as Exhibit B.

12. Maintenance of Records: ACRO shall make and keep as the same accurate, complete records and books of account of its costs, expenses, man-hours and equipment hours relating to the work hereunder in accordance with generally accepted accounting practices whenever, by the terms of this Agreement, ACRO’s compensation shall be based wholly or partially on such costs, expenses, man-hours or equipment hours. Said records and books of account, together with any or all other memoranda pertaining thereto that may be kept by ACRO shall be open to examination during regular business hours by the Client or its agents for the purpose of inspection, auditing, verifying or copying the same or making extracts therefrom provided Client provides reasonable written notice to ACRO. The Client's payment of invoices hereunder shall not constitute acceptance of the accuracy thereof. Amounts shall be subject to audit in accordance with this section for two (2) years after the making of the last payment under the applicable purchase order. If the Client gives notice of intent to audit within said two (2) year period, it shall have a reasonable amount of time thereafter to complete the audit. Whenever an audit of ACRO's records shows that the Client is entitled to a refund, ACRO shall promptly make said refund with interest, compounded annually, at the prime rate established by Citi Bank, N.A., as published in The Wall Street Journal, or the highest rate permitted by law, whichever is less. The interest rate for each month shall be the rate in effect as of the close of business on the last banking day of such month. Such interest shall accrue from and after the date(s) the over-billing is paid to and including the date the over-billing is refunded. ACRO's costs of correcting any billing error shall not be charged to the Client. The Client’s audit costs which are incurred because of incomplete, illegible or inaccurate records of ACRO shall be paid by ACRO.

13. Payment for Services, Cost Savings Guarantees and SLAs: ACRO will invoice Client for services provided and payments shall be due from Client to ACRO in accordance with this Agreement. Invoices shall be accompanied by supporting documentation as may be reasonably requested by Client, including as appropriate, electronic copies of Client-approved time and expense records. ACRO will bill the Client:

(a) REDACTED

(b) The Assigned Employee’s approved bill rate for each hour of work performed by the Assigned Employees under the MSP Services business model. During the implementation phase following contract award and, as applicable, from time-to-time thereafter, ACRO shall enter into the XRMSM System, the Client-approved bill rate for each Position Title (by skill level and shift as applicable) in each Job Category (Light Industrial/Manufacturing/Operations, Administrative/Clerical, Accounting/Finance, Corporate/Professional/Other, Sales/Merchandising, and Logistics) at each Kellogg Location. Each requisition entered into the XRMSM System shall include the Client-approved hourly bill rate applicable to the Position Title, Job Category and Location specified in the requisition.

With respect to 13 (b) above, ACRO shall coordinate billing on behalf of the suppliers of Assigned Employees by developing and furnishing consolidated invoices to the Client for the services rendered by the suppliers under the MSP program. ACRO’s fee for providing the MSP program services is a percentage applied to the billings of the participating suppliers. Wherever applicable, overtime work, if any, shall be billed at 1.5 times the straight time billing rates. Upon receiving payment from the Client,


ACRO shall make corresponding pass-through payments to the respective suppliers after deducting the agreed-upon fee ACRO has negotiated with the respective suppliers for providing MSP program services.

(c) Conversion. Client reserves the right to hire as Client’s employee any Assigned Employee at any time. In the event Client desires to hire an Assigned Employee as an employee of Client, Client shall provide ACRO with a minimum of seven days written notice. Until the Assigned Employee’s date of hire by Client, which date shall be specified in the written notice, the Assigned Employee shall remain an employee of ACRO or its subcontractor, as applicable, pursuant to the terms of this Agreement and shall continue to be compensated by ACRO or its subcontractor, as applicable, for all hours worked prior to the Assigned Employee’s date of hire by Client. If Client hires an Assigned Employee prior to the Assigned Employee completing 400 work hours on assignment at Client, Client shall pay ACRO a Conversion Fee in accordance with the following schedule:

HOURS WORKED CONVERSION FEE 400 and under Bill Rate multiplied by the number of hours left to

complete 400 hours workedOver 400 No Fee

At Client’s option, Client may authorize ACRO to hire any Assigned Employees at any time if such hiring is deemed to be in Client’s best interest, including for example, but not limited to situations where a participating staffing supplier fails to pay its Assigned Employees or declares bankruptcy or willfully disregards Client’s policies and program requirements.

(d) Cost Savings Guarantees. REDACTED.

(e) SLAs. REDACTED.

(f) MSP Fees. REDACTED

14. Payment Terms: ACRO will bill on a weekly basis and the Client agrees to pay for services under the payment terms as follows:

(a) Payment for the billable time of Assigned Employees shall be made to ACRO within sixty (60) days after receipt and approval of a satisfactory hard copy or soft (electronic) copy invoice.

(b) All invoices for reimbursable out of pocket expenses or billable training and travel time will be paid by Client within 60 days after receipt and approval of a satisfactory invoice complete with applicable receipts.

15. Independent Contractor:

(a) In providing services hereunder, ACRO shall be an independent contractor and nothing herein shall be construed as creating a relationship of employer and employee between the Client and any of the Assigned Employees. Nothing herein shall be construed to constitute Client and ACRO as partners and no agency relationship exists or is to be represented by ACRO as existing between the Client and ACRO, except as to ACRO’s responsibility to pass-through payments under Section 13(b) to suppliers for services rendered by the suppliers under the MSP program.

(b) All technical data, evaluations, calculations, reports and other work product of Assigned Employees hereunder shall become the property of the Client and shall be delivered to the Client upon the


request of Client or upon the completion, cancellation, suspension, or termination of ACRO's services under this Agreement. ACRO may retain copies thereof for its files and internal use. All copyrights to such work product shall belong to the Client. To the extent allowed by law, such material shall be considered work made for hire by the Client. ACRO hereby assigns, transfers and sets over to the Client all right, title and interest in any such work product which is not work made for hire.Title to any new development or invention resulting from the work under this Agreement shall belong to the Client and ACRO agrees to assign to the Client, without further consideration, all of its right, title and interest in and to such development or invention. Client shall have the sole right to license or assign such development or invention and to otherwise determine its use. ACRO agrees to (i) perform all acts and to execute and deliver to Client upon Client's request and at Client's expense all papers and documents including applications for patents and assignments of same as may be deemed necessary or desirable by Client and (ii) assist Client in every way to obtain such assignments or other documents from other parties, including employees of ACRO or its subcontractors.

Except as otherwise specifically stated in this Agreement, Client, its subsidiaries and affiliated companies shall have a perpetual, nonexclusive paid-up license to use all work product provided by Assigned Employees hereunder.

16. Provision of a Safe Workplace: ACRO shall: (i) provide to the Assigned Employees basic safety training as requested by Client, which provision shall consist of assuring that Assigned Employees have reviewed the safety training materials to be provided by Client; (ii) provide to the Assigned Employees additional information provided by Client relating to safety (including food, employee and general safety in Client’s working environment); (iii) respond immediately to any safety related accidents; and (iv) obtain from each Assigned Employee, before the Assigned Employee starts work at a Kellogg-specified site, a sign off (agreement) wherein the Assigned Employee acknowledges that he/she (a) has reviewed the safety training materials referenced above in (i) and (ii) of this Section and required by Client to be reviewed by Assigned Employee before he/she starts work at a Kellogg-specified site, and (b) understands that he/she is required to attend safety training provided by Client and applicable to the services provided by him/her. Further, ACRO shall require all its subcontractors serving the Client pursuant to this Agreement to comply with the safety related requirements specified in (i), (ii), (iii) and (iv) above in this Section.

17. Limitations:

a) Client agrees that it will not request or permit any Assigned Employee to use any vehicle except forklifts and trucks requiring a commercial driver’s license (CDL), regardless of ownership, in connection with the performance of services for Client, and that it will not make substantial changes in the Assigned Employee’s job duties or risks without ACRO’s prior written approval.

b) ACRO shall not permit an Assigned Employee to perform any work or service for Client for more than twelve (12) consecutive months. ACRO shall track and manage on a monthly and aggregate basis the service (including total months and hours) performed by any Assigned Employee working as a temporary or temp-to-hire for Client and shall provide monthly reports to the Client staffing manager. ACRO shall provide Client with thirty (30) days advance written notice of any Assigned Employee working as a temporary or temp-to-hire who is approaching the twelve (12) month limit, and prior to reaching such limit, ACRO shall require any such Assigned Employee to take a ninety (90) day leave from performing any work or service for Client. Without limiting the foregoing, ACRO shall take all action necessary to insure compliance with this Section 17b.


LEGAL COMPLIANCE

18. ACRO warrants it complies with all applicable laws, rules and regulations pertaining to the services it provides including all employment-related laws rules and regulations. Client and ACRO affirm and agree that they are equal employment opportunity employers and are in full compliance with any and all applicable anti-discrimination laws, rules, and regulations. Client and ACRO agree not to harass, discriminate against, or retaliate against any employee of the other because of his or her race, national origin, age, sex, religion, disability, marital status, or other category protected by law; nor shall either party cause or request the other party to engage in such discrimination, harassment, or retaliation. In the event of any complaint of unlawful discrimination, harassment, or retaliation by any Assigned Employee, Client and ACRO agree to cooperate in the prompt investigation and resolution of such complaint.

CONFIDENTIALITY

19. Client’s Confidential Information: ACRO acknowledges that it or its Assigned Employees may be given access to or acquire information which is proprietary to or confidential to Client or its affiliated companies and their clients and customers. Any and all such information obtained by ACRO shall be deemed to be confidential and proprietary information. ACRO agrees that during the term of this Agreement and any time thereafter it will not use or disclose to any person or company (except under the authority of Client or if ordered to do so by a Court of competent jurisdiction) any confidential information obtained during the term of this Agreement for any reason or purpose. ACRO also agrees that it will use due care and diligence to prevent any unauthorized use or disclosure of such information.

20. ACRO Confidential Information: Client acknowledges that during ACRO’s performance under this Agreement, Client may be given access to or acquire information which is proprietary to or confidential to ACRO, including information regarding Assigned Employees and internal staff employees, business methods, pricing and computer systems. Client agrees that during the term of this Agreement and any time thereafter it will not use or disclose to any person or company (except under the authority of ACRO or if ordered to do so by a Court of competent jurisdiction) any Confidential Information obtained during the term of this Agreement for any reason or purpose. Client also agrees that it will use due care and diligence to prevent any unauthorized use or disclosure of such information.

ACRO agrees to not improperly use or disclose any proprietary information or trade secrets of any third party in the performance of the effort hereunder and that ACRO shall not bring onto the premises of CLIENT any property including, without limitation, documents, software, drawings, or proprietary information belonging to any third party without the prior written consent of such third party.

COOPERATION

21. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings which may be brought by or involve any of the Assigned Employees.

TERM AND TERMINATION

22. REDACTED


NOTICES

23. REDACTED

MISCELLANEOUS

24. Survival of Certain Provisions: Those provisions of this Agreement which by their terms extend beyond the termination or non-renewal of this Agreement shall remain in full force and effect and survive such termination or non-renewal.

25. Amendments: No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by the parties.

26. Severability: Each provision of this Agreement shall be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not be given full effect because of such law, this shall not affect any other provision which can be given effect without the conflicting provision or clause.

27. Complete Agreement: This Agreement and the exhibits attached hereto contain the entire understanding between the parties hereto, and supersede all prior agreements and understandings relating to the subject matter hereof.

28. Successors and Assigns: The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective representatives, successors, and permitted assigns.

29. Headings: The headings of the paragraphs of this Agreement are inserted solely for the convenience of reference. They shall in no way define, limit, extend, or aid in the construction of the scope, extent, or intent of this Agreement.

30. Waiver: The failure of a party to enforce the provisions of this Agreement shall not be construed as a waiver of any provision or a waiver of the right of such party thereafter to enforce each and every provision of this Agreement.

31. Transferability: Neither party shall transfer or assign this Agreement without the written consent of the other party.

32. Ambiguities: The rule of construction that ambiguities in an agreement are to be construed against the drafter shall not be invoked or applied in any dispute regarding the meaning or interpretation of any provision of this Agreement.

33. Subcontracting: ACRO shall be responsible for assuring that its subcontractors, provide services to Client in accordance with terms and conditions of this Agreement, and which terms and conditions, unless repugnant to the context, shall flow through to any subcontract between ACRO and its subcontractors.

34. Counterparts and Electronic Documents: This contract may be executed and delivered in counterparts, including a facsimile or an electronic transmission thereof, each of which shall be deemed an original. Any document generated by the parties with respect to this contract, including this contract,


may be imaged and stored electronically and introduced as evidence in any proceeding as if original business records. Neither party will object to the admissibility of such images as evidence in any proceeding on account of having been stored electronically.

35. Third-Party Ethics and Compliance Guidelines: ACRO shall comply with the provisions of Exhibit D – Kellogg Company Third-Party Ethics & Compliance Guidelines which is attached to and made a part of this Agreement. Alternatively, if ACRO has an existing documented compliance programs that include compliance standards acceptable to Client, ACRO may request approval of its existing compliance program, and if approved, ACRO’S compliance with its existing compliance program will meet the requirement of this Section. Acro and all its employees and subcontractors shall abide by the provisions of Exhibit D, or its internal compliance program (as applicable).

REMEDIES

36. Consent to Injunctive Relief: Each party acknowledges that the other party will suffer irreparable damage in the event a party violates or threatens to violate the Agreement, and agrees that in the event of such violation or threatened violation, the non violating party shall be entitled, in addition to other remedies, to injunctive relief to restrain such violation(s).

37. REDACTED

38. REDACTED

39. REDACTED 40. Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without reference to any conflicts of law principles thereof.

41. News Releases: Upon prior written approval of Client in each instance, ACRO may release non-confidential information including Client’s name, location and business relationship in news releases, ACRO publications, promotional literature, and websites.

42. Effective Date: This Agreement shall be effective as of October 5, 2012.

IN WITNESS WHEREOF, this Agreement has been duly executed by ACRO and Client on the dates set forth below.

[Signatures Follow]


EXHIBIT Ato

MSP SERVICES AGREEMENTbetween

ACRO SERVICE CORPORATION AND KELLOGG COMPANY

EMPLOYEE BENEFITS AGREEMENT AND WAIVER

AGREEMENT AND WAIVER

In consideration of my assignment to Kellogg Company (“Client”) by ACRO, I agree that I am solely an employee of ACRO or its subcontractor (“Employer”) for benefits plan purposes and that I am eligible only for such benefits as the Employer may offer to its employees. I further understand and agree that I am not eligible for or entitled to participate in any benefit plan offered by Client , its affiliates, subsidiaries, or successors to any of its direct employees, regardless of the length of my assignment to Client by Employer and regardless of whether I am held to be a common-law employee of Client for any purpose, and therefore, with full knowledge and understanding, I hereby expressly waive any claim or right that I may have, now or in the future, to such benefits and agree not to make any claim for such benefits.

ASSIGNED EMPLOYEE Employer

_____________________________ _____________________________Signature Signature

_____________________________ _____________________________Printed Name Printed Name

_____________________________ _____________________________Date Title

_____________________________Date


EXHIBIT Bto



INSURANCE SCHEDULE

For its own protection and for the protection of Kellogg Company (“Client”), Acro Service Corporation (“ACRO”) shall, at its sole expense, secure and maintain in force during the life of this Agreement policies of insurance of the following types:

Insurance: Acro shall maintain the following insurance coverage and shall name Client as an additional insured for required coverage under (a) and (b) below:

a. Occurrence form of comprehensive general liability insurance including completed operations, broad form property damage, premises/operations, blanket contractual, independent contractor coverage, and fire legal liability coverage. Required coverage and combined bodily injury and property damage single limit per occurrence shall be $3,000,000 and $5,000,000 in the aggregate.

b. Comprehensive automobile liability insurance covering all Acro -owned or non-owned vehicles used by Acro on or relating to its carrying out of the services contemplated by this Agreement, with a with a bodily injury and property damage combined single limit per occurrence shall be $2,000,000.

c. Employer's liability insurance with limits of $500,000 for each accident, $500,000 disease-policy limit and $500,000 disease-each employee.

d. Workers' compensation insurance as prescribed by law in the state in which the services are to be performed covering all workers employed by Acro in connection with providing the services contemplated hereunder, whether involved in the administration of the services or whether involved as an Assigned Employee.

All of the insurance referred to above shall be carried with insurance companies satisfactory to Client. Such insurance shall be maintained at all times during the performance of the services and until its acceptance in full by Client, and the completed operations insurance described in (a) shall be maintained for a further period of two years thereafter. Any and all exclusions or other limits or restrictions on coverage of any such insurance shall be subject to Client 's authorization.

Within fifteen (15) days of full execution of this Agreement, Acro shall furnish Client with certificates of insurance executed by the insurers evidencing all of the insurance referred to in this Section. Such certificates shall provide that Client will be notified of any material change in or cancellation of any policies under which certificates are issued thirty (30) days in advance of such change or cancellation.

The provisions set forth in this Section shall not diminish or alter the indemnity or hold harmless provisions as set forth in Section 37.


EXHIBIT Cto



EMPLOYEE CONFIDENTIALITY AGREEMENT

When working on assignment at Kellogg Company (hereinafter called “CLIENT”) under the MSP Services Agreement with Acro Service Corporation (hereinafter called “COMPANY”), EMPLOYEE will have access to and become familiar with various trade secrets and other sensitive or confidential information (hereinafter called “Confidential Matters”) of COMPANY and/or CLIENT. EMPLOYEE agrees such “Confidential Matters”, all of which are owned by COMPANY and/or CLIENT, include but are not limited to, the following: information with respect to inventions, designs, formulas, tools, equipment, unpublished written materials, plans, processes, costs, methods, systems, improvements, enhancements, modifications, technical or business innovations and any and all expressions of computer programs, manuals, data bases, and all forms of computer hardware and software: names and addresses of COMPANY’S or CLIENT’S employees or applicants for employment; methods of operation; forms; contracts; bids; agreements; financial data; legal matters; systems for recruitment or for the operation of our business; and any and all information, data, files, prints, descriptions, systems, software or documentation and anything else provided by our CLIENT.

EMPLOYEE further agrees to hold in strict confidence and not to disclose any of these “Confidential Matters” directly or indirectly, to anyone, not to use them in any way, either during EMPLOYEE’s employment with COMPANY or at any time after its termination, except as may be required in the course of EMPLOYEE performing services hereunder, or if COMPANY gives its prior written consent.

All files, records, reports, programs, manuals, tapes, card decks, listings, software, systems, drawings, specifications, agreements, equipment and similar items or enhancements, modifications, or improvements, relating to COMPANY or our CLIENT’s business, whether prepared by EMPLOYEE or through some other source, will remain COMPANY’s exclusive property or the exclusive property of our CLIENT and EMPLOYEE will not remove from COMPANY’s or our CLIENT’s premises any such items under any circumstances without the prior written consent of the party (COMPANY or our CLIENT) owning such item. EMPLOYEE also agrees that, in the event of the termination of EMPLOYEE’s employment with COMPANY, EMPLOYEE will immediately return all such items which may be in EMPLOYEE’s possession and if requested by COMPANY, EMPLOYEE will state in writing that all such items were returned.

EMPLOYEE agrees that any inventions, discoveries or improvements (“Inventions”), whether or not patentable, which may by conceived, developed, or reduced to practice by the undersigned EMPLOYEE or jointly with others during the course of employment by COMPANY, shall belong to COMPANY, and all rights, including foreign rights, on such inventions, discoveries or improvements shall be assigned by said undersigned EMPLOYEE to our CLIENT.


If COMPANY so requests, EMPLOYEE also agrees to execute and deliver during EMPLOYEE’s employment or any time or times thereafter any such agreements or documents, pertaining to any such Inventions or “Confidential Matters”, as COMPANY or our CLIENT may request.

EMPLOYEE hereby acknowledges that he/she has completely read this entire agreement, that he/she understands the nature of the foregoing restrictions imposed upon him/her, and that he/she is signing this Agreement willingly and without duress.

EMPLOYEE: DATE:

ACRO SERVICE CORPORATION: DATE:


EXHIBIT Dto



KELLOGG COMPANY SUPPLIER CODE OF CONDUCT

ACRO and its subcontractors shall comply with the provisions of Kellogg Company Supplier Code of Conduct stated below in this Exhibit D.

Kellogg Company (“Kellogg”) is committed to acting ethically. This commitment is reflected in our first core value “We Act with Integrity and Show Respect.” Our high ethical standards have been a part of why we have been successful in the past and will serve as a cornerstone for our future growth. For that reason we must ensure that everyone we do business with including suppliers, manufacturers, contractors, joint venture partners, agents, distributors and consultants (collectively, “Suppliers”) embrace and demonstrate the same high standards of ethical business behavior.

We require our Suppliers to comply with the expectations and standards of this Code of Conduct, and for their suppliers and sub‐contractors to act in accordance with this Code as well. Failure to comply with any of these expectations and standards will require the Supplier to take immediate action to correct the deficiency and may result, in Kellogg’s sole discretion, in the termination of the contract between Kellogg and the Supplier.

Legal Compliance

We expect Suppliers to comply with all applicable laws and regulations. This includes all applicable local, state, provincial and national laws, codes, rules and regulations, as well as all applicable treaties and international standards.

Ethical Dealings

We expect Suppliers to compete fairly for our business, without paying or receiving bribes or kickbacks, or giving or receiving anything of value to secure an improper benefit or advantage, and avoiding all forms of corruption. This includes complying with the Foreign Corrupt Practices Act regardless of where in the world the Supplier is located and with the laws of the country in which the Supplier operates.

Employment Practices

We expect Suppliers to treat their employees with fairness, respect and dignity and to promote a work environment that is free of harassment, forced labor, corporal punishment or other forms of physical coercion.

We expect Suppliers to ensure child labor is not used in any operation. “Child” refers to any non‐family member employed under the age of 15.

We expect Suppliers to comply with all applicable laws governing maximum work hours, vacation time, leave periods and holidays, and to provide compensation for overtime hours and mandated benefits in accordance with applicable laws.


We expect Suppliers to respect the right of employees to freely associate, organize and bargain collectively in accordance with applicable laws.

We expect Suppliers to base all conditions of employment on an individual’s ability to do the job and not on personal characteristics or beliefs, and to promote a workplace free from discrimination.

We expect Suppliers to only employ workers with the legal authorization to work and to ensure that authorization has been validated by the appropriate legal documentation.

We expect Suppliers to ensure they provide a safe and healthy working environment for all their workers.

Environmental Requirements

We expect Suppliers to conduct their operations in a way that reduces their impact on the environment, particularly in the areas of water use, energy use, green house gas emissions and waste disposal. We also expect Suppliers to comply with all applicable environmental laws and regulations.

Food Safety

We expect Suppliers to provide Kellogg with high‐quality products, ingredients and services that meet all applicable quality and food safety standards, and to demonstrate that they have robust food‐safety and quality‐management systems. We expect Suppliers to immediately report to Kellogg any concerns about product safety.

Record Keeping

We expect Suppliers to maintain all financial books, records and accounts in accordance with applicable regulatory requirements and generally accepted accounting principles, including documentation related to food safety and traceability.

Confidential Information

We expect Suppliers to safeguard Kellogg’s confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job. Suppliers should avoid discussion of confidential information in public areas such as planes, elevators, restaurants, mobile phones, and in online social networking sites (Facebook, LinkedIn, Twitter and others) as well as in personal and company blogs. This obligation to preserve Kellogg’s confidential information may be ongoing, even after the business relationship ends.

Gifts and Entertainment

Kellogg employees are prohibited from accepting any gift, favor or entertainment if it will obligate or appear to obligate the recipient or otherwise influence any business decision. We expect Suppliers to avoid offering Kellogg employees any gift, favor or entertainment that would violate this prohibition and to never offer Kellogg employees gifts of cash or cash equivalents, such as gift cards.

Conflicts of Interest

We expect Kellogg employees to act in the best interest of our company and to have no interest with any Supplier that might conflict, or appear to conflict, with that obligation. We expect Suppliers to disclose to Kellogg any relationship it may have with a Kellogg employee, or an employee’s family members or close personal friends, which might represent a conflict of interest.

Assessment of Compliance


We expect Suppliers to cooperate with Kellogg and to allow Kellogg or any authorized third party to conduct audits to verify compliance with these standards or other required certifications. In the event any deficiencies are identified, the Supplier will take the steps necessary within an acceptable timeframe to correct any deficiency to Kellogg’s satisfaction.

Reporting Concerns

We expect Suppliers who believe that an employee of Kellogg, or anyone acting on behalf of Kellogg, has engaged in illegal or otherwise improper conduct, to immediately report the matter to Kellogg. The Supplier can contact Kellogg’s Office of Ethics and Business Conduct at 269‐565‐0660 or [email protected] or Report a Concern


EXHIBIT Eto



XRMSM SYSTEM LIMITED USE SOFTWARE LICENSE AND INDEMNIFICATION AGREEMENT

1. LIMITED USE SOFTWARE LICENSE

Acro Service Corp. (ACRO), hereby grants to Kellogg Company (“Client”) a fully paid, non-exclusive, non-transferable license (“Limited Use License”) to access and use the XRMSM System for use solely in connection with ACRO provision of staff augmentation and managed staffing services to Client. The term of this Limited Use License shall be the same as the term of this Agreement, and the Limited Use License shall terminate upon termination of the Agreement for any reason. This Limited Use License is granted free of any license fees, implementation fees, service fees, or maintenance fees.

The XRMSM System provides, among other things, an automated system and solution for (A) time and expense collection and approval, known as “AcroTracSM”, and (B) electronic billing, invoicing and payment, known as “Electronic Invoicing”.

All rights in and to the XRMSM System shall be the property of ACRO. ACRO reserves the right to change, modify or discontinue the XRMSM System at any time. All Improvements to the XRMSM System will be made at the discretion of ACRO. Client shall have no rights, title or interest therein, except for the Limited Use License to make use of the XRMSM System. Client shall have no right to assign or transfer the Limited Use License. All Improvements to the XRMSM System made by or on behalf of Client or otherwise within the knowledge, possession or control of Client shall be the property and inure exclusively to the benefit of ACRO.

Client understands and agrees that the XRMSM System is Web-based software, and that its proper utilization by Client will require Client to have and maintain the minimum computer hardware, software and internet communication requirements specified by ACRO from time to time.

THE SOFTWARE AND SOFTWARE DOCUMENTATION ARE PROVIDED TO CLIENT “AS IS.” ACRO EXPRESSLY DISCLAIMS AND CLIENT EXPRESSLY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR INFORMATION DERIVED THEREFROM.

2. INDEMNIFICATION

ACRO shall indemnify, defend and hold Client harmless from and against claims that the XRMSM System properly used within the scope of this Limited Use License constitutes an infringement of an existing copyright or patent right in the United States inuring to the benefit of a third party, provided ACRO is notified promptly in writing and is given complete authority and information required for the defense of


the same. Client will not have the authority to compromise or settle any such claims that are defended by ACRO. ACRO shall not be responsible for any cost, expense or compromise incurred or made by Client without ACRO’s prior written consent. In the event the XRMSM System furnished hereunder is, in ACRO’s opinion, likely to or does become the subject of a claim of infringement of a copyright or existing patent in the United States, ACRO may, at its option and expense, procure for Client the right to continue using the XRMSM System, modify the XRMSM System so it is non-infringing, or substitute other software of similar capability. If, in ACRO’s opinion, none of the foregoing alternatives is reasonably available, ACRO may terminate this Limited Use License with respect to the allegedly infringing XRMSM

System. Client shall promptly notify ACRO if it becomes aware of any claim of infringement of the XRMSM System on the rights of any third party, or the infringement by any third party on the rights of ACRO in the XRMSM System. The foregoing states the entire liability of ACRO with respect to infringement of any copyrights, patents or other proprietary rights by the XRMSM System.

3. IMPLEMENTATION

Following execution of this Agreement, ACRO shall develop and communicate to Client schedules and activities required for the effective implementation of Client’s use of the XRMSM System. ACRO and Client shall make commercially reasonable efforts to execute such plans for the implementation, training and conversion to live use of the XRMSM System.

4. CONFIDENTIAL DISCLOSURE

It is understood that the XRMSM System furnished to Client may become the subject of patent, copyright, or other statutory or proprietary protection. Client acknowledges and agrees that such materials shall be used by Client and its employees only in connection with ACRO’s provision of staff augmentation and managed staffing services to Client, and shall not be reproduced nor disclosed to others without first obtaining written consent from ACRO, which consent may be withheld in the discretion of ACRO. Client agrees not to make copies of the materials furnished, except as authorized by ACRO for the purpose of Client’s use thereof under this Limited Use License. All reproductions of materials shall be returned to ACRO or disposed of upon completion of such limited use in accordance with directions from ACRO.


EXHIBIT Fto



DRUG SCREENING AND BACKGROUND CHECK REQUIREMENTS

ACRO and its subcontractors shall complete the following drug screening and background check procedures prior to placement of an Assigned Employee at Client.

All Assigned Employees must, at a minimum, pass the following drug screens and background checks no later than three business days following commencement of their assignment at Client:

a. Drug Screen: 9 Panel Urine Analysis Screen b. Background Check:

i. Criminal background check covering all states of residence for the past seven years.

ii. Employment history verification for the prior seven year periodiii. Education verificationiv. MVR report for assignments that require driving (fork lift drivers and CDL truck

drivers)

ACRO and its subcontractors shall apply their professional judgment in reviewing the results of background checks, in keeping with the following guidelines to the extent permitted by law:

Felony Convictions: No federal, state or county felony convictions within the last seven years Misdemeanor Convictions: No state of county misdemeanor convictions that relate to the

applicant’s honesty, such as fraud or theft, within the last seven years Pleas of Guilty: Pleas of guilty or no contest shall be treated the same as a conviction Falsification: A determination of falsification in the pre-employment process should result in

elimination of the candidate from consideration for placement at Client Convictions Beyond 7 Years: Candidates with a felony or misdemeanor conviction more than

seven years prior will be evaluated on a case by case basis Expunged Records: Candidates with expunged records will be evaluated on a case by case basis


EXHIBIT Gto



ASSIGNMENT OF COPYRIGHT AND PATENTS

In connection with my assignment to provide services to Kellogg Company (“Kellogg”), I agree that any and all discoveries and/or inventions (which will include improvements and modifications) relating to work I perform while providing services to Kellogg, or relating to matters disclosed to me by Kellogg in connection with work to be performed, or suggested by such matters, whether or not patentable, which discoveries and/or inventions are made or conceived by me, solely or jointly with others, during the term of my assignment (regardless of whether conceived or developed during work hours) or during a period of one (1) year thereafter, will be the property of Kellogg as “work made for hire” to the extent provided by sections 101 and 201(b) of the Copyright Act, 17 U.S.C. 101 et seq., and such discoveries and/or inventions will be promptly disclosed to Kellogg. Kellogg will have the right to file and prosecute, at its own expense, all patent applications, whether U.S. or foreign on said discoveries and/or inventions. I will, during any assignment to Kellogg or at any time thereafter, provide to Kellogg all documents, information, and assistance requested for the filing or prosecution of any such patent application, for the preparation, prosecution, or defense of any legal action or application pertaining to such discoveries and/or inventions and for the assignment or conveyance to Kellogg of all right, title, and interest in and to such discoveries and/or inventions, patent applications, and letters patent issuing thereon.

Assigned Employee Witness

Signature Signature

Printed Name Printed Name

Date Date


EXHIBIT Hto



PRICING & SERVICE LEVEL AGREEMENTS (SLAs)

REDACTED
