Staffing Webterms Terms and Conditions

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with a party.

"Assigned Contractor" means IT professional service personnel who perform Services for Customer under Customer's technical direction and supervision, supplied by or through Seller.

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement that the receiving party knows or reasonably should know is proprietary. Confidential Information excludes information that: (a) becomes publicly available through no fault of the receiving party; (b) was previously known to the receiving party from a legitimate, non-confidential source; or (c) was independently developed by the receiving party without access to or use of the disclosing party's information. Confidential Information does not include Personal Data.

"Control" means direct or indirect ownership of fifty percent (50%) or more of the voting interests of an entity, or the power to direct or cause the direction of the management and policies of that entity, whether through ownership, contract, or otherwise.

"Customer" means the entity engaging Seller for Services under this Agreement.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined by applicable data protection law.

"Services" means the IT professional staffing, direct hire recruitment, or related services described in a SOW.

"SOW Effective Date" means the effective date specified in the applicable Statement of Work or, if none is specified, the date the last party signs the Statement of Work.

"Statement of Work" or "SOW" means a document signed by both parties that describes the Services, rates, duration, and other terms for a particular engagement under this Agreement.

This Agreement governs the delivery of all Services described in SOWs proposed and approved by the parties. Each SOW, upon execution by both parties, incorporates this Agreement by reference and constitutes a separate binding agreement between Customer and Seller.

In the event of a conflict between a SOW and this Agreement, this Agreement controls unless the SOW expressly identifies the specific provision of this Agreement being amended and states the intended modification. General references in a SOW to superseding this Agreement, or language to similar effect, will not be given effect.

No change to the scope, schedule, rates, or other material terms of a SOW will be binding unless set forth in a written amendment signed by authorized representatives of both parties.

1. Staffing Services. CDW will supply qualified Assigned Contractors to perform Services for Customer at the title, rate, and duration specified in the applicable SOW. 
   
   
2. Direct Hire Services. CDW will perform recruitment and permanent placement services on a contingency fee basis as described in the applicable SOW or other agreement.
   

Customer will pay CDW monthly for all hours worked by Assigned Contractors at the rates specified in the applicable SOW, together with any expenses approved by Customer in advance. CDW will invoice Customer in accordance with the SOW and applicable provisions of Section 4.

CDW is responsible for paying each Assigned Contractor's compensation. To the extent an Assigned Contractor is also an employee of CDW, CDW will provide such Assigned Contractor with benefits in accordance with CDW's then-current policies. Assigned Contractors are not, and will not be deemed to be, employees of Customer for any purpose, including without limitation for purposes of any Customer benefit plan, workers' compensation program, or tax withholding obligation.

Customer will review and approve submitted work time in accordance with Section 9(g). Customer's approval of an Assigned Contractor's submitted work time constitutes acceptance of the Services performed during the period covered by that submission.

All scheduling of Assigned Contractors is subject to availability. Time and materials estimates contained in any SOW are provided for planning purposes only and do not constitute binding commitments by either party.

Customer will pay CDW monthly for all hours worked by Assigned Contractors at the rates specified in the applicable SOW, together with any expenses approved by Customer in advance. CDW will invoice Customer in accordance with the SOW and applicable provisions of Section 4.

Balances that remain unpaid sixty (60) or more days past the invoice due date will accrue interest at a rate of 1.5% per month (19.56% per annum), calculated from the original due date until paid in full. Customer will also reimburse CDW for all reasonable collection costs and attorneys' fees incurred in connection with the recovery of past-due amounts.

Customer will make all payments free and clear of, and without deduction or withholding for, any taxes, duties, or other governmental charges. If Customer is required by law to withhold or deduct any such amount, Customer will increase the payment so that CDW receives the full amount it would have received absent the withholding or deduction.

CDW may, upon written notice to Customer, suspend performance of any or all Services during any period in which Customer is in default of its payment obligations under this Agreement. Suspension of Services will not relieve Customer of any accrued payment obligation or constitute a waiver of CDW's rights or remedies. CDW reserves the right to modify Customer's credit terms at any time in its sole discretion.

Unless the applicable SOW provides otherwise, Assigned Contractors are presumed exempt from premium pay requirements under applicable federal, state, provincial, or local law.

If applicable law requires premium pay for overtime and Customer authorized the overtime hours, Customer will be billed at the same multiple of the regular SOW rate that CDW is required to pay the Assigned Contractor. Customer will not permit or direct Assigned Contractors to work overtime without prior written authorization from CDW.

Where paid sick time is mandated by applicable law, Customer will pay for Assigned Contractor sick time at the rates specified in the SOW.

Customer will pay CDW a placement fee as specified in the applicable SOW, calculated as a percentage of the placed candidate's first-year base salary. For purposes of this calculation, base salary excludes bonuses, commissions, benefits, and equity compensation.

Customer will notify CDW of any duplicate resume submission before scheduling an interview with the applicable candidate. A resume submitted by another source more than six (6) months prior to CDW's submission does not constitute a duplicate. If Customer schedules an interview with a candidate submitted by CDW and subsequently hires that candidate (whether directly or through an Affiliate), the placement fee is due regardless of whether the hire occurs during or after the search engagement.

Customer will reimburse CDW for pre-approved additional expenses incurred in connection with Direct Hire Services, including candidate testing, assessments, background screening, and travel. CDW will obtain Customer's written approval before incurring any such expense.

For Canada, CDW warrants that it holds valid licenses to operate both as a temporary help agency and as a recruiter in each jurisdiction where such licensing is required by statute.

CDW warrants that Services will be performed in a good and workmanlike manner. Customer's sole and exclusive remedy for breach of this warranty is, at CDW's option: (a) re-performance of the nonconforming Services, or (b) a refund of amounts paid for the nonconforming portion of the Services; provided that Customer notifies CDW in writing within five (5) business days of the date of performance giving rise to the claim.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, CDW MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CDW DISCLAIMS ALL LIABILITY FOR THE PERFORMANCE, RELIABILITY, OR SUITABILITY OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING THE SERVICES AND FOR THE RESULTS, OUTPUT, OR DELIVERABLES OBTAINED FROM THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CDW OR ITS REPRESENTATIVES WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

1. CDW Indemnity (US Only). CDW will indemnify, defend, and hold harmless Customer and its officers, directors, and employees from and against any claims, demands, penalties, or assessments by governmental agencies arising from CDW's failure to withhold or remit payroll taxes, unemployment insurance contributions, or workers' compensation premiums with respect to Assigned Contractors, including reasonable attorneys' fees and costs of defense. This indemnity is subject to the following conditions:
   1. Customer must notify CDW in writing within fifteen (15) days of receiving notice of any such claim
   2. CDW will have sole control of the defense and settlement of any such claim.
   3. Customer will cooperate with CDW and provide reasonable assistance at CDW's expense.
   4. CDW will not enter into any settlement that imposes any payment obligation on, or requires any admission of liability or wrongdoing by, Customer without Customer's prior written consent, which will not be unreasonably withheld.
   5. This indemnity does not apply to the extent that an Assigned Contractor is determined to be an "employee" of Customer under the Internal Revenue Code.
2. Customer Indemnity. Customer will indemnify, defend, and hold harmless CDW, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any act or omission of Customer or its employees, agents, or representatives in connection with this Agreement or any SOW.
   

1. Use Assigned Contractors only for the purposes described in the applicable SOW.
   
   
2. Provide all necessary infrastructure, tools, systems, and access required for on-site performance of Services.
   
   
3. Supervise Assigned Contractors and remain solely responsible for its own operations, products, and intellectual property.
   
   
4. Safeguard its premises and not entrust Assigned Contractors with valuables, cash, keys, or Confidential Information without CDW's prior written approval.
   
   
5. Provide a safe work site with appropriate training and safety equipment in compliance with all applicable occupational health and safety laws.
   
   
6. Exclude Assigned Contractors from all Customer benefit plans, including health, retirement, equity, and similar programs.
   
   
7. Review and approve timesheets within three (3) business days of submission; timesheets not rejected within that period are deemed approved.
   
   
8. Promptly notify CDW of any complaints, disputes, or personnel issues involving an Assigned Contractor.
   
   
9. Provide timely candidate feedback for Direct Hire services, including interview scheduling, evaluation results, and hiring decisions.

1. Recruit, screen, and assign qualified Assigned Contractors to perform Services in accordance with the applicable SOW.Provide all necessary infrastructure, tools, systems, and access required for on-site performance of Services.
   
   
2. Upon Customer's written request, obtain from each Assigned Contractor an acknowledgment that such Assigned Contractor is excluded from Customer's benefit plans.
   
   
3. Require each Assigned Contractor to execute a confidentiality agreement prior to commencing Services.
   
   
4. Require each Assigned Contractor to execute a confidentiality agreement prior to commencing Services.
   
   
5. Perform its obligations under this Agreement in accordance with generally accepted industry standards of conduct.
    

Customer may, in its sole discretion, permit Assigned Contractors to perform Services from remote locations. Any such remote work site is not a CDW location, and CDW assumes no responsibility for the conditions, security, or suitability of any remote work environment.

Customer will provide all network connectivity required for remote performance of Services and will ensure that all hardware, software, and network infrastructure provided by Customer to Assigned Contractors at remote locations meets Customer's own security requirements and applicable policies.

Customer will not, directly or indirectly, during the term of any SOW or for twelve (12) months following its termination or expiration, solicit, recruit, employ, engage, or contract with any Assigned Contractor who performed Services under such SOW, without CDW's prior written consent.

If Customer breaches this Section 12, Customer will pay CDW, as liquidated damages and not as a penalty, an amount equal to thirty-five percent (35%) of the Assigned Contractor's total annual compensation (including base salary, bonuses, and the value of all benefits). The parties acknowledge and agree that: (a) CDW's actual damages resulting from such a breach would be difficult to ascertain with certainty; (b) the liquidated damages amount set forth herein is a reasonable pre-estimate of CDW's probable loss; and (c) this liquidated damages provision does not limit CDW's right to seek injunctive or other equitable relief to enforce this Section 12.

SELLER, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS, SUBCONTRACTORS, AND AGENTS (COLLECTIVELY, THE "CDW PARTIES") WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, OR LOST OR CORRUPTED DATA, OR SOFTWARE (AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES), REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE CDW PARTIES WILL NOT BE LIABLE FOR ANY THIRD-PARTY CLAIMS AGAINST CUSTOMER ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT.

EXCEPT FOR CLAIMS ARISING FROM A CDW PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, THE TOTAL AGGREGATE LIABILITY OF ALL CDW PARTIES FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH ANY SOW OR THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SELLER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000).

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 13 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND WILL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

Each party will hold the other's Confidential Information in confidence for a period of three (3) years following the date of disclosure, using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

A receiving party may disclose Confidential Information only to its employees, Affiliates, and business, legal, and financial advisors who (a) have a need to know in connection with this Agreement and (b) are bound by confidentiality obligations at least as protective as those set forth in this Section 14. Neither party will use the other party's Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

Upon written request of the disclosing party, the receiving party will promptly return or destroy all Confidential Information of the disclosing party in its possession or control and, if requested, certify such destruction in writing. The receiving party may retain one archival copy solely for compliance and legal purposes, subject to the continuing obligations of this Section 14.

If the receiving party is compelled by law, regulation, or valid legal process to disclose Confidential Information of the disclosing party, the receiving party will provide prompt written notice to the disclosing party (to the extent legally permitted) and will use reasonable efforts to obtain confidential or protective treatment for the information so disclosed. The receiving party will disclose only that portion of the Confidential Information that is legally required.

1. For Cause. Either party may terminate a SOW if the other party fails to cure a material breach within thirty (30) days of written notice specifying the breach in reasonable detail; provided that the cure period for monetary defaults is ten (10) days. If a non-monetary breach cannot reasonably be cured within thirty (30) days, the defaulting party will not be deemed in breach so long as it has commenced cure within the notice period and is diligently pursuing cure to completion. This reasonable-efforts exception does not apply to payment obligations.
   
   
2. For Convenience. Either party may terminate a SOW for any reason upon fourteen (14) days' prior written notice to the other party, unless the applicable SOW specifies a different notice period.
   
   
3. Effect of Termination. Upon termination or expiration of a SOW for any reason, Customer will pay CDW for: (i) all Services performed through the effective date of termination; (ii) all expenses incurred and non-recoverable costs committed prior to the effective date of termination; and (iii) any termination fee specified in the applicable SOW. Termination of a SOW does not terminate this Agreement or any other SOW then in effect.
   
   
4. Survival. The following provisions, and any other provisions that by their nature should survive, will survive termination or expiration of this Agreement or any SOW: Section 4 (Rates, Expenses, and Payment), Section 8 (Indemnification), Section 12 (Restrictive Covenants), Section 13 (Limitation of Liability), Section 14 (Confidentiality), and this Section 16(d).
    

United States: This Agreement and all SOWs are governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws principles. The Seller entity for US engagements is CDW Direct, LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061.

Canada: This Agreement and all SOWs are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws principles. The Seller entity for Canadian engagements is CDW Canada Corp., 185 The West Mall, Suite 1700, Etobicoke, ON, M9C 5L5.

Except for claims arising from nonpayment of amounts due under this Agreement or any SOW, neither party may commence any action, regardless of form, arising out of or relating to this Agreement or any SOW more than one (1) year after the cause of action accrued. This limitation applies to the fullest extent permitted by applicable law.

Any claim, controversy, or dispute arising from or relating to the Services, this Agreement, or any SOW (a "Claim") will be resolved, upon election by either party, exclusively by binding arbitration. Arbitration will be administered under the Rules of the American Arbitration Association (for US engagements) or the Rules of the ADR Institute of Ontario (for Canadian engagements). The arbitration venue will be Chicago, Illinois (US) or Toronto, Ontario (Canada), as applicable.

If arbitration is elected, neither party may litigate or obtain a jury trial on that Claim. Customer waives any right to participate in any class, collective, or representative action. Each party will bear its own costs and fees in connection with the arbitration, unless the arbitrator determines otherwise in the award.

The existence of any arbitration proceeding and all results, findings, and awards will be treated as Confidential Information of both parties.

Notwithstanding the foregoing, collection matters for undisputed amounts owed under this Agreement may be brought in any court of competent jurisdiction and are not subject to mandatory arbitration.

This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (for US engagements) or the Arbitration Act, 1991, S.O. 1991, c. 17 (for Canadian engagements), as applicable, and will survive termination or expiration of this Agreement.

Seller may assign this Agreement or any SOW, or subcontract any of its obligations, without Customer's consent. Customer may not assign this Agreement or any SOW without Seller's prior written consent; any purported assignment in violation of this provision is void.

No amendment to or waiver of any provision of this Agreement or any SOW is effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach does not constitute a waiver of any subsequent breach.

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between Customer and Seller.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

Notices under this Agreement will be given: (a) by email, deemed received one (1) business day after sending to the address specified in the applicable SOW or invoice; or (b) in writing by mail or nationally recognized courier to the addresses set forth in Section 17, deemed received upon actual receipt. Either party may update its notice address by written notice to the other party.

No delay or failure by either party in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy. Rights and remedies under this Agreement are cumulative and do not exclude any other rights or remedies available at law or in equity.

Version Date: 06-18-2026