Agency Addendum

AGENCY ADDENDUM TO NOWSTA MARKETPLACE TERMS OF USE (“Agency Addendum”)

This Agency Addendum (“Addendum”) is entered into by Nowsta and Agency and supplements the Nowsta Master Subscription Services Agreement and Nowsta Marketplace TOU.  Agency’s use of the Marketplace is subject to the additional provisions set forth in this Addendum and you agree to be bound by this Addendum as part of the Agreement.

1. Referral Fees.  In consideration of providing the Marketplace to Agency, Agency agrees that it will pay Nowsta a fee equal to eight percent (8%) of the fees payable to Agency pursuant to each Work Order, including any amounts that are payable in connection with the cancelation of any or all of a Work Order (“Referral Fee”).  Cancellation fees are calculated as specified in the SSA.  Nowsta will invoice Agency at the end of each month specifying the Referral Fee to be paid, along with a report showing how the Referral Fee was calculated, and Agency will remit payment of the Referral Fee within fifteen (15) days following receipt of invoice to the account specified in the invoice.  Payment of the Referral Fee is not conditioned upon Agency’s receipt of payment from Customers.
2. Audit.  Agency agrees to maintain accurate books and records (including data, information, reports, records, and files) consistent with generally accepted accounting practices in connection with Staffing Services.  These records shall be retained by Agency for a period of four (4) years after the provision of the applicable Staffing Services.  Such books and records shall include records relevant to any fees invoiced by Agency to Customer and Referral Fees paid by Agency to Nowsta.  Our duly authorized representatives shall have access during regular business hours, to examine, review, audit and copy, at our expense, all of such relevant books and records.  Notwithstanding the foregoing, in the event any audit discloses an underpayment of Referral Fees of more than three percent (3%) (including as a result of Agency providing Staffing Services to Customers originally matched through the Marketplace without using the Marketplace), Agency shall reimburse Nowsta for the reasonable costs of such audit and shall promptly remit such additional amounts to Nowsta, along with interest on the amount of any underpayment from the date such payment was originally due at the rate of twelve percent (12%) per annum or the highest rate permitted by applicable law.  Individual personnel records and any records containing the confidential information of other customers or service providers are expressly excluded from this inspection right.  We may not audit you more than once in any 12-month period unless an audit reveals noncompliance with the Agreement or is needed to satisfy our own audit or legal obligations.  This provision shall survive any termination or expiration of the Agreement.
3. Insurance. As a condition to using the Marketplace, Agency shall at all times, carry and maintain in force all of the following insurance policies and amounts: (a) Worker’s Compensation insurance as  required by applicable statutes and Employer  Liability insurance in a minimum amount of  $1,000,000 per accident/employee with an alternate  employers’ endorsement; (b) Comprehensive General  Liability insurance endorsed to include, but not be  limited to both real and personal property, personal injury, products and completed operations, and  contractual liability in a minimum amount of  $1,000,000 per occurrence, $2,000,000 general  policy aggregate; (c) Employment Practices Liability  insurance with minimum limits of $1,000,000 per claim and in the aggregate; (d) Employee  Dishonesty/Blanket Crime insurance covering loss  or damage to Customer’s property caused by Workers, with minimum limits of $500,000 per occurrence and (e) Umbrella insurance in a minimum  amount of $1,000,000. Each policy set forth above shall provide that it may not be canceled or changed without at least thirty (30) days’ prior written notice to Agency. Additional insurance coverages may be requested by a Customer as part of a Request and by accepting such Request and issuing a Work Order, Agency agrees that it will provide such additional coverages. Agency shall furnish to Customer, upon request, Certificates of Insurance evidencing such coverage.  Agency shall waive, and cause its insurance carrier to waive, any right of subrogation to be asserted against Customers or Nowsta with respect to workers’ compensation, general liability and commercial automobile coverage. All insurance companies must have an A.M. Best rating of A– / VI or better.

Rev. 20250624