State Specific Provisions

STATE SPECIFIC PROVISIONS

The following State Specific Provisions apply only in each respective state. In the event of a conflict between a State Specific Provision and the Agreement, the State Specific Provision will control. In all other aspects the Agreement remains as written unless expressly modified by a State Specific Provision. Where rights are reserved in order to comply with state or federal laws requiring the reservation of such rights by a Tandem, the rights are reserved only to the extent required by such laws. Tandem will provide, and Client will cooperate with Tandem in providing, written notice to Covered Employees of the general nature of the Professional Employer Organization (“PEO”) relationship, to the extent required under applicable PEO licensing and registration laws.

Alabama

As provided by Alabama Statute §25-14-9 of the Alabama Professional Employer Organization Registration Act, Tandem: (i) reserves a right of direction and control over each Covered Employee; (ii) assumes responsibility for the payment of wages to each Covered Employee and to withhold, collect, report, and remit payroll-related and unemployment taxes; and (iii) retains a right to hire, terminate, and discipline each Covered Employee.
Except as otherwise provided herein, Client retains the exclusive right to direct or control Covered Employees as is necessary to conduct the business of Client, to discharge the fiduciary responsibilities of Client, or to comply with any licensure requirements application to Client or Covered Employees.
Client is solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.
Client is solely responsible for directing, supervising, training, and controlling the work of Covered Employees with respect to the business activities of Client and is solely responsible for the acts, errors, or omissions of Covered Employees with regard to those activities.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.
Upon termination of this Agreement, Tandem will provide to Client, if requested, records regarding the loss experience related to workers’ compensation insurance provided to Covered Employees.
Tandem is registered as a Tandem and regulated by the Alabama Department of Labor, Tandem Division, 649 Monroe Street, Montgomery, AL 36131; phone: (800) 528-5166. Any questions or complaints may be directed to the Director of the Alabama Department of Labor, Tandem Division.

Alaska

Client shall post notice of workers’ compensation insurance coverage in three (3) conspicuous locations at Client’s workplace(s) where Covered Employees provide services to Client, in accordance with state requirements.

Arizona

If Client employs any workers in addition to Covered Employees, Client will provide to Tandem the name of the workers’ compensation insurance carrier that is providing workers’ compensation coverage to such workers and any other related information required by the State.
Client shall comply with and agrees to be considered the sole employer for purposes of the Legal Arizona Workers Act and to the extent not prohibited by applicable law, the obligation to comply with this Act is retained solely and exclusively by Client.
If requested by Client, upon termination of the Agreement, Tandem will provide to Client records regarding the premiums and loss experience related to workers’ compensation insurance provided to Covered Employees under the Agreement.

Arkansas

As provided by Arkansas Professional Employer Organization Recognition and Licensing Act, Section 23-92-409 Tandem: (i) reserves a right of direction and control over each Covered Employee; (ii) assumes responsibility for the payment of wages and salaries to each Covered Employee and to withhold, collect, report, and remit payroll-related and unemployment taxes; (iii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iv) retains a right to hire, terminate, and discipline each Covered Employee.
The authority to hire, terminate and discipline Covered Employees is specifically retained by Client.
Except as otherwise provided herein, Client retains the exclusive right to direct or control Covered Employees as is necessary to conduct the business of Client, to discharge the fiduciary responsibilities of Client, or to comply with any licensure requirements application to Client or Covered Employees.
At or after termination of this Agreement, Tandem will provide to Client, if requested, records regarding the premiums and loss experience related to workers’ compensation insurance provided to Covered Employees under this Agreement.
During the term of this Agreement and for ninety (90) days thereafter, Client may request records of applicable: (i) payroll records; (ii) workers’ compensation coverage, losses, and claims; and (iii) employee benefits (if any). Client will pay Tandem for all reasonable expenses incurred in reproducing such records.
A Covered Employee is not, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

California

With or without consulting assistance from Tandem, Client is solely responsible for completing anti-harassment training, to the extent required by California law, for all Covered Employees either live or online, every two (2) years and within six (6) months of a Covered Employee being hired or being promoted to supervisor position.
Client will not engage in operating a garment manufacturing operation or a car wash operation without Tandem’s written consent.
Client assumes all civil legal responsibility and civil liability under California Labor Code Section 2810.3.
Client is responsible for implementing and maintaining an Illness Injury and Prevention Program and for otherwise complying with all California mandated health and safety requirements, with or without consulting assistance from Tandem.
Client is responsible for complying with posting and notice requirements under California law, including but not limited to the Wage Theft Protection Act notices, EDD mandated unemployment and disability insurance notices, expense reimbursement, and new hire workers’ compensation insurance related notices.
Client is responsible for ensuring compliance with California meal period, rest break, heat related break, seating, split shift, and minimum reporting time pay requirements, with or without consulting assistance from Tandem.
Client will provide paid sick leave to Covered Employees to the full extent required by California state and local law, with or without consulting assistance from Tandem.
Client is solely responsible for all costs associated with “first aid” claims as defined by California law.
Client agrees that Tandem is not a joint employer for purposes of liability pursuant to the California Wage Orders, Labor Code, and Government Code.
Client agrees that Client and Tandem are not joint employers or dual employers, as those terms are defined by Cal/OSHA. Client is responsible for reporting and recordkeeping requirements under Cal/OSHA regulations related to work-related fatalities, injuries and illnesses of Covered Employees.
Client is responsible for California business taxes, including without limitation, environmental fees required under California Health and Safety Code.
Client is responsible for paycheck statement compliance under California law and compliance with California Labor Code Section 226. Client shall collect and maintain, and ensure payroll statements are issued to Covered Employees which include, the following information: (1) gross wages earned; (2) total hours worked; (3) the number of piece-rate units earned and any applicable piece rate if paying on a piece-rate basis; (4) all deductions; (5) net wages earned; (6) the inclusive dates of the period for payment; (7) the name of the Covered Employee and only the last four digits of their social security number or an employee identification number other than a social security number; (8) the name and address of the legal entity that is the employer; and (9) all applicable hourly rates in effect during the pay period and the corresponding number of hours worked at each hourly rate. Client acknowledges and agrees that it is responsible to issue its own statements as needed to ensure that all of this information has been provided to Covered Employees in compliance with Labor Code Section 226 and other California wage statement laws and regulations in addition to any payroll statements that may be issued by Tandem.
To the extent Client compensates Covered Employees by the job, load, delivery, or piece, Client is solely responsible for ensuring that its pay practices comply with California wage laws. Included in this requirement is the obligation to ensure Covered Employees are paid the applicable minimum wage and overtime rates (if applicable) for hours worked as well as compensable down time and paid rest time, to the extent required by law.
To the extent Client pays any Covered Employees commissions, Client is solely responsible for compliance with California Labor Code section 2751.

Colorado

Tandem intends to assign Covered Employees to Client on a long-term basis and not reassign Covered Employees to a series of limited-term assignments.
Tandem reserves a right of direction and control over Covered Employees.
Tandem reserves a right to set Covered Employees’ rate of pay and to pay Covered Employees from its own accounts.
Tandem reserves a right to hire, discipline, terminate, and reassign Covered Employees.

Connecticut

Tandem (i) assumes responsibility for the payment of wages and salaries to each Covered Employee and for withholding, collecting, reporting, and remittance of payroll-related and unemployment taxes; and (ii) for making payments for employee benefits for Covered Employees under the Agreement (if any).
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client; and (iii) the acts, errors, or omissions of Client or any Covered Employee with respect to the business activities of Client.
A Covered Employee is not, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

District of Columbia

Client will provide paid sick leave to Covered Employees to the full extent required by District of Columbia’s Accrued Sick and Safe Leave Act (ASSL), with or without consulting assistance from Tandem.
If Client requests that Tandem make any payments to or for the benefit of Client or any Covered Employee or perform any other act required under the ASSL, such request shall be in writing, and Client expressly agrees to pay any associated additional fees or costs in accordance with the terms of this Agreement.
Client shall upon the Effective Date of the Agreement, reimburse Tandem for all fees and expenses incurred by Tandem in paying such outstanding amounts. Such reimbursement shall include, but not limited to, any owed contributions, administrative assessments, penalties and/or interest imposed by the DES against Client’s unemployment account.

Florida

Tandem assumes such responsibility for the payment of wages to the Covered Employees without regard to payments by Client to Tandem as is required by applicable law. In the event Client does not pay Tandem for all services rendered, Tandem may pay Covered Employees at the minimum wage rate or minimum salary provided for in the Fair Labor Standards Act and pursuant to Florida law. This provision in no way affects the obligation of Client to pay Tandem for all services rendered and in no way affects the obligations of Client pursuant to local, state and federal law, including but not limited to the requirement to timely pay all Covered Employees their regular rate of pay through Tandem (or directly, if otherwise required by law). Notwithstanding anything to the contrary, unless otherwise required by law, the term “wages,” pursuant to Florida Administrative Code Section 61G7-6.001, does not include any obligation on the part of Tandem to assume any contractual obligation which may exist between Client and any Covered Employee, or any other compensation or benefit, in any form and does not include any obligation between Client and any Covered Employee for payments beyond or in addition to the Covered Employee’s salary, draw, or regular rate of pay unless Tandem specifically adopts such obligations by way of a written agreement entered into with the Covered Employee and signed by a Controlling Person of Tandem. The parties agree that as of the Effective Date of this Agreement, Tandem has not entered into any such written agreement with any Covered Employee and has not assumed any of the aforementioned obligations of Client as set forth in this Section. In this regard, Tandem does not assume responsibility for payment of bonuses, commissions, severance pay, deferred compensation, any other compensation or benefit in any form, profit sharing, vacation pay, sick leave, or other paid time off pay, or for any other payment not required by law, where payment for such items has not been received by Tandem from Client and Tandem assumes no contractual obligation which may exist between Client and any Covered Employee. Tandem reserves a right of direction and control over Covered Employees. Client maintains such direction and control over the Covered Employees as is necessary to conduct Client’s business and without which Client would be unable to conduct its business, discharge any fiduciary responsibility which it may have, or comply with any applicable licensure, regulatory, or statutory requirement of Client.
Tandem shall prepare and distribute payroll disbursements to Covered Employees, make the appropriate payroll deductions and collection of taxes, file the appropriate reports and make payment to proper governmental authorities for federal, state, and local income taxes, Social Security tax, federal and state unemployment insurance taxes and any other local, state or federal tax directly attributed to the employment of the Covered Employees. Tandem shall maintain necessary records and comply with reporting procedures and Tandem assumes full responsibility for the payment of payroll taxes and collection of taxes from payroll on Covered Employees regarding payroll reported to and paid by Tandem. Tandem assumes responsibility for the payment of wages to the Covered Employees without regard to payment by Client to Tandem.
Tandem shall secure workers’ compensation coverage in such amounts as is required by applicable law. This will be accomplished by way of a workers’ compensation policy issued to Tandem by a carrier admitted to issue such policies in the State of Florida. Tandem assumes full responsibility for the withholding and remittance of payroll-related taxes for Covered Employees.
Tandem reserves such right of direction and control over Covered Employees and shall retain such authority to hire, terminate, discipline and reassign Covered Employees as may be necessary to fulfill Tandem’s obligations under Florida law. Client shall, however, retain such sufficient direction and control over the Covered Employees as is necessary to conduct Client’s business and without which Client would be unable to conduct its business, discharge any fiduciary responsibility that it may have, or comply with any applicable licensure, regulatory, or statutory requirement of Client. Additionally, to the extent not prohibited by applicable law and Florida Administrative Code Section 61G7-6.001, Client will exercise the assignment of performing such rights and authority to allow Client to exercise sole and exclusive control over the day-to-day job duties of all Covered Employees and sole and exclusive control over the job site at which, or from which, Covered Employees perform their services. Client expressly absolves Tandem of control over the day-to-day job duties of the Covered Employees and over the job site at which, or from which, Covered Employees perform their services. Additionally, Client and not Tandem, shall have the right to control the manner, means, and details of the work performed by the Covered Employees. In this regard, authority to change Covered Employees’ employment and working conditions, the services provided by Covered Employees, the tools and equipment used by Covered Employees, and the ability to determine Covered Employees’ rate and method of pay are all the responsibility of Client. The parties acknowledge and agree that any retention of any right of direction and control and any right to hire, terminate, discipline, and reassign the Covered Employees by Tandem, to the extent not prohibited by applicable law, does not require the actual exercise of such authority, responsibilities or rights by Tandem. Tandem only reserves and retains such rights, responsibilities, and authority as is required by applicable law and employment responsibilities not those of Tandem pursuant to this Service Agreement or applicable law shall remain with Client. The Client has the right to accept or cancel the assignment of any Covered Employee. Tandem retains authority to hire, terminate, discipline, and reassign the Covered Employees, to the extent necessary to fulfill Tandem’s obligations under State law. Client retains the right to accept or cancel the assignment of any Covered Employee.
Tandem retains such right of direction and control over management of safety, risk, and hazard control at the worksite or sites affecting its Covered Employees, including, with regard to Covered Employees: such responsibility for performing safety inspections of Client equipment and premises; such responsibility for the promulgation and administration of employment and safety policies; and such responsibility for the management of workers’ compensation claims, claims filings, and related procedures, as is required by Florida law. Notwithstanding this provision, to the extent not prohibited by Florida law and Florida Administrative Code Section 61G7-6.001, Client has contractually undertaken the assignment of performing such rights and responsibilities so as to allow Client to exercise sole and exclusive direction and control over the following: the management of safety, risk, and hazard control at the worksite or sites affecting Covered Employees, including responsibility for performing safety inspections of Client equipment and premises; and responsibility for the promulgation and administration of employment and safety policies. Client agrees that Tandem, as a professional employer organization, has no presence at any Client worksite(s) and cannot and is not warranting the safety of Client’s business and worksite(s) and Client expressly waives any claim against any Tandem Indemnified Party based on any safety, risk or hazard issue at Client’s worksite(s). Client acknowledges that Tandem, in either providing or not providing such assistance and responsibility as set forth in this Addendum Section assumes no liability and no responsibility regarding safety issues at Client’s worksite(s). While Tandem shall retain such right of direction and control over the management of safety, risk and hazard control involving Covered Employees performing work at Client worksite(s), as is required by applicable law, compliance with all applicable laws related to such matters is a responsibility of Client. Additionally, Tandem shall not be liable for any workers’ compensation claim from any employee of Client or from anyone else who is not a Covered Employee. Also, unless otherwise required by law, Tandem shall not be liable for any workers’ compensation claim from any employee of Client, when Client is maintaining its own workers’ compensation policy. Tandem retains a right of direction and control over management of safety, risk, and hazard control at the worksite or sites affecting the Covered Employees, including: (1) responsibility for performing safety inspections of Client’s equipment and premises; (2) responsibility for the promulgation and administration of employment and safety policies; and (3) responsibility for the management of workers’ compensation claims, the filings thereof, and procedures related thereto.
Tandem and Client shall each notify, in writing, all Covered Employees of the inception and termination of this Service Agreement. Tandem and its assigns retain a right to conduct an annual onsite physical examination of Client to conduct audits of workers’ compensation classifications and payroll amounts of Covered Employees.
Client declares that Client has met any and all prior premium and fee obligations with regard to workers’ compensation premiums and employee leasing/professional employer organization payments, to all prior employee leasing/professional employer organization and workers’ compensation carriers, with which Client has previously had a contractual relationship.
Upon any request by Tandem or its assigns, and at least annually, Client shall allow an on-site physical examination of such books, records, documents and other information sources deemed appropriate by Tandem and/or its assigns to aid Tandem and its assigns in the determination of proper workers’ compensation classifications of Covered Employees and to aid in the determination of payroll amounts paid to such Covered Employees to the extent set forth in Section 440.381, Florida Statutes, and the rules promulgated thereunder. Such examination shall be strictly for the purposes of determining proper workers’ compensation classifications of Covered Employees and to aid in the determination of payroll amounts paid to such Covered Employees. Client shall remain obligated to Tandem for any misclassification, delinquency and/or unpaid premium amount found in the audit. This provision shall survive the expiration or other termination of this Service Agreement.
Tandem does not assume any responsibility for and makes no assurances, warranties, or guarantees as to the ability or competence of any Covered Employee. This Agreement in no way alters any responsibilities of Client which arise from Section 768.096, Florida Statutes, and Client assumes all responsibilities pursuant to Section 768.096, including, but not limited to, responsibility to perform any and all work history, reference checks and background checks on Covered Employees, including driving record and accident record background checks.
Client shall immediately report to Tandem all complaints, allegations or incidents of any tortious misconduct or workplace safety violations, regardless of the source. Client shall provide to Tandem complete and accurate disclosure of all circumstances surrounding such matters.
Any obligation placed upon an employer by applicable law to verify the eligibility of an individual for employment through the Basic Employment Verification Pilot Program as jointly administered by the United States Department of Homeland Security and the Social Security Administration (“E-Verify”) or any successor program or to in any manner utilize the E-Verify system, including the obligation to comply with Florida Senate Bill 664, set forth at Section 448.095, Florida Statutes, to the extent allowed by law, is retained solely and exclusively by Client.

Georgia

Tandem is a Professional Employer Organization, as that term is defined under Georgia Code Sections 34-8-32 and 34-7-6. As such, Tandem: (i) assumes responsibility for payment of the wages of Covered Employees, and for the withholding and payment of payroll taxes; and (ii) reserves a right of direction and control over Covered Employees.
Client is considered to be the sole employer of Covered Employees for licensing purposes.

Hawaii

Pursuant to Hawaii Revised Statute §373L-1 and §373L-6, Tandem will serve as the employer of record during the term of this Agreement for purposes of complying with all laws relating to unemployment insurance, workers’ compensation, temporary disability insurance, and prepaid health care coverage.
Client retains the exclusive right to direct and control Covered Employees as necessary to conduct Client’s business, discharge Client’s fiduciary responsibilities, and comply with the licensure requirements that apply to Covered Employees.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client; and (iii) the acts, errors, or omissions of Client or any Covered Employee with respect to the business activities of Client.

Idaho

Pursuant to the Idaho Professional Employer Recognition Act Section 44-2401, Tandem: (i) reserves a right of direction and control over Covered Employees; (ii) assumes responsibility for the withholding and remittance of payroll-related taxes and employee benefits from its own accounts, as long as the Agreement remains in force; and (iii) retains authority to hire, terminate, discipline, and reassign Covered Employees.
Client retains such sufficient direction and control over Covered Employees as is necessary to conduct Client’s business and without which Client would be unable to conduct its business, discharge any fiduciary responsibility which it may have, or comply with any applicable licensure, regulatory or statutory requirement of Client.
Client retains the right to accept or cancel the assignment of any Covered Employee.
A Covered Employee is not, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

Illinois

Client will provide to Tandem Client’s unemployment insurance account number, a general description of Client’s business and business locations, and a power of attorney with respect to client identity reports to the Department of Employment Security, in accordance with state law.
Tandem in conjunction with Client: (i) retains a right of direction and control over Covered Employees; and (ii) retains a right to hire and terminate Covered Employees; and Tandem assumes responsibility for the withholding and remittance of payroll-related taxes and employee benefits from its own accounts.

Indiana

Pursuant to Indiana Statute §27-16-7-2, Tandem assumes responsibility for (i) payment of wages to Covered Employees; (ii) withholding, collection, reporting, and remittance of payroll related and unemployment taxes; and (iii) making payments for employee benefits for Covered Employees (if any).
Tandem may exercise and enforce only the rights and is obligated to perform only the duties and responsibilities that are required of Tandem or specifically allocated to Tandem under state law and this Agreement.
Client retains the exclusive right to direct and control Covered Employees as necessary to: (i) conduct Client’s business; (ii) discharge Client’s fiduciary responsibilities; and (iii) comply with licensure requirements that apply to Client or Covered Employees.
At or after termination of this Agreement, Tandem will provide to Client, if requested, records regarding the loss experience related to workers’ compensation insurance provided to Covered Employees under this Agreement.
Tandem is not responsible for an obligation between Client and a Covered Employee for payments in addition to Covered Employee’s salary, draw, or regular rate of pay, including bonuses, commissions, severance pay, deferred compensation, profit sharing, or vacation, sick, or other paid time off unless expressly agreed to in this Agreement.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client; and (iii) the acts, errors, or omissions of Client or any Covered Employee with respect to the business activities of Client.

Kansas

Pursuant to the Kansas Professional Employer Organization Registration Act (“Act”), K.S.A. 44-1707, Tandem (i) assumes responsibility for the payment of wages to Covered Employees and the withholding and remittance of payroll-related taxes; (ii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iii) retains a right to hire, terminate, and discipline Covered Employees only as necessary to fulfill Tandem’s responsibilities under this Agreement and state law.
Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.
Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Tandem as co-employer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of co-employment by Tandem of the Covered Employee.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client; and (iii) the acts, errors, or omissions of Client or any Covered Employee with respect to the business activities of Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.
Tandem will provide, and Client will post, in a conspicuous place at the Client’s worksite, a notice to Covered Employees informing them of the general nature of the co-employment relationship between Tandem and Client, as well as any other notices required by state law relating to unemployment compensation and minimum wages.

Louisiana

Pursuant to the Louisiana Professional Employer Act, Revised Statute Section 23:1768 and 22:1210.53, Tandem (i) assumes responsibility for the payment of wages to Covered Employees and the withholding and remittance of payroll-related taxes; and (ii) retains a right to hire, terminate, and discipline Covered Employees.
Client retains control over its business enterprise and exercises direction and control of Covered Employees as to the manner and method of work done in furtherance of Client’s business.
This Agreement is executed between Tandem and Client subject to the provisions of Part VII of Title 22 and Part XII of Chapter 11 of Title 23 of the Louisiana Revised Statutes of 1950.

Maine

As required by Maine Revised Statute Title 32, Chapter 125 Sections 14051 and 14055(5):

(i) Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.

(ii) Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement.

(iii) Only to the extent required by state law in order to provide the services contemplated by this Agreement, and for no other purpose express or implied, Tandem reserves a right of direction and control over each Covered Employee.

(iv) Client may report any complaints regarding Tandem to the Superintendent of Consumer Credit Protection.

Maryland

Tandem (i) assumes responsibility for the payment of wages to Covered Employees and the withholding and remittance of payroll-related taxes, including payment of wages to Covered Employees from its own accounts; and (ii) reserves a right to hire, assign, discipline, terminate, and reassign Covered Employees.

Massachusetts

Client will notify the Massachusetts Department of Unemployment Assistance of the commencement of the Tandem relationship at least 60 days prior to the next due date for the payment of unemployment insurance contributions in accordance with 430 Mass. Code Regs. section 5.10, and thereafter provide proof of proper notice to Tandem.
Tandem shall have a right to hire and terminate Covered Employees, but only to the extent necessary to fulfill Tandem’s responsibilities as set forth in this Agreement or pursuant to Mass. Gen. Laws, Ch. 149, sections 192 to 203, inclusive, and Client shall have the right to hire, discipline, and terminate Covered Employees.
Upon initiation of the Tandem relationship, Tandem shall provide, and Client will post in a conspicuous location at the Client’s worksite, a notice to Covered Employees informing them of the general nature of the co-employment relationship between Tandem and Client, as required under Mass. Gen. Laws, Ch. 149, section 197(c).
Upon termination of the Tandem relationship, Tandem shall provide Covered Employees with written notice of the termination of the Tandem relationship, as required under Mass. Gen. Laws, Ch. 149, section 197(d).
Client retains control over its business enterprise and exercises direction and control of Covered Employees as to the manner and method of work done in furtherance of Client’s business.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; and (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.
Client is considered to be the sole employer of Covered Employees for licensing purposes.
Client will cooperate with Tandem to post required notice in Client’s workplace regarding the general nature of the relationship between Tandem and Client, as required under 454 Code of Mass. Regs., section 30.06.

Michigan

Pursuant to the Michigan Professional Employer Organization Regulatory Act (“Act”), Michigan Compiled Law Section 338.3737, Tandem (i) assumes responsibility for the payment of wages to Covered Employees and the withholding, collecting, reporting, and remittance of payroll-related taxes; (ii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iii) retains a right to hire, promote, reassign, terminate, and discipline Covered Employees. Client may also hire, promote, terminate, reassign, and discipline Covered Employees.
Both Tandem and Client agree to comply with the Michigan Worker’s Disability Compensation Act of 1969.
Client is solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business. Moreover, Covered Employees whose services are subject to sales tax are considered the employees of Client for purposes of collecting and levying sales tax on the services performed by such Covered Employee. This Agreement does not relieve Client of any sales tax liability with respect to its goods or services.
Pursuant to the Michigan Professional Employer Organization Regulatory Act (“Act”), Michigan Compiled Law Section 338.3739, Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; and (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.
Pursuant to Michigan Administrative Code Section 421.190, Client acknowledges that neither Tandem, nor any individual owner of Tandem, has an ownership interest of more than 20% in Client, if any, nor does Tandem have direct or indirect control over Client, including any Client subsidiaries or affiliates, Client does not have more than a 20% ownership interest in Tandem, if any.

Montana

Pursuant to the Montana Professional Employer Organizations and Groups Licensing Act, MCL § 39-8-207, Tandem (i) reserves a right of direction and control over Covered Employees; (ii) assumes responsibility for the payment of wages to Covered Employees, workers’ compensation premiums, payroll-related taxes, and employee benefits (if any) from its own accounts without regard to payment by Client to Tandem; and (iii) retains authority to hire, terminate, discipline, and reassign Covered Employees.
Client retains sufficient direction or control over Covered Employees as is necessary to conduct its business and without which Client would be unable to conduct its business, discharge its fiduciary responsibilities, or comply with state licensing laws.
Client will have the right to accept or cancel the assignment of a Covered Employee.
Client is solely responsible for compliance with the Montana Safety Culture Act, Title 39, chapter 71, part 15.
Client is solely responsible for compliance with Montana’s Wrongful Discharge from Employment Act, MT Code Section 39-2-901, et seq. (WDFEA), and a Covered Employee’s employment status with Client, under the WDFEA does not alter Covered Employee’s status with Tandem.
With respect to Covered Employees, Client shares joint and several liability for any wages, workers’ compensation premiums, and payroll-related taxes and for any benefits left unpaid by Tandem. In the event that Tandem’s Tandem license is suspended or revoked, this liability is retroactive to the Client’s entering into this Agreement.

Nebraska

Pursuant to Nebraska Revised Statute §48-2701, et. seq., of the Nebraska Professional Employer Organization Registration Act, Tandem: (i) assumes responsibility for the payment of wages to Covered Employees and the withholding, collecting, reporting, and remittance of payroll-related taxes; (ii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iii) retains a right to hire, terminate, and discipline Covered Employees only as necessary to fulfill Tandem’s responsibilities under this Agreement and state law.
Client represents and warrants that a majority of Client’s employees who provide services to Client in Nebraska are co-employed under this Agreement.
Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship.
Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Tandem as co-employer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of co-employment by Tandem of the Covered Employee.
Client retains the exclusive right to direct and control Covered Employees as is necessary to conduct its business, to discharge any of its fiduciary responsibilities, and to comply with any applicable licensure requirements.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; and (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.
Tandem will provide, and Client will post, in a conspicuous place at the Client’s worksite, a notice to Covered Employees informing them of the general nature of the co-employment relationship between Tandem and Client, as well as any other notices required by state law relating to unemployment compensation and minimum wages.

Nevada

Pursuant to Nevada Revised Statute, 616B.692, in relation to workers’ compensation coverage Client understands that (i) coverage for workers’ compensation provided under this Agreement does not take effect until effective date designated on the policy; and (ii) while the workers’ compensation coverage provided under this Agreement remains in effect, Tandem will pay all required premiums, including without limitation, any adjustments or assessments, and is entitled to any refund of premiums.
Except as provided by this Agreement and by state law, all services provided under this Agreement by Tandem will cease immediately on the effective date of any termination under this Agreement.
Client acknowledges that the insurer from whom Tandem obtains the policy of workers’ compensation insurance has the right to inspect the premises and records of Client.
The loss experience of Client will continue to be reported in the name of Client to the Nevada Commissioner of Insurance and is available to subsequent insurers upon request.
The policy of workers’ compensation insurance covers only those employees acknowledged in writing by Tandem to be employees of Tandem who are being leased to the Client.
Client is responsible at all times for providing coverage for workers’ compensation for any employees of Client who are not Covered Employees under this Agreement. Client must provide satisfactory evidence of this required coverage to the insurer from whom the policy of workers’ compensation insurance is obtained by Tandem.

New Hampshire

Tandem and Client shall comply with and divide employment responsibilities as set forth in NHRSA § 277-B:9I and II.

New Jersey

Pursuant to NJS § 34:8-68, Tandem: (i) reserves a right of direction and control over each Covered Employee; (ii) assumes responsibility for the payment of wages to each Covered Employee without regard to payments by Client to Tandem (except that this subsection will not affect Client’s obligations with respect to the payment of wages to covered employees; (iii) assumes responsibility for the payment of payroll taxes and collection of taxes from payroll on each Covered Employee; (iv) retains authority to hire, terminate, discipline, and reassign each Covered Employee; (v) except in relation to newly established business entities, Tandem will hire its initial employee complement from among employees of Client at the time of execution of this Agreement at comparable terms and conditions of employment as are in existence at Client at the time of execution of this Agreement and as designated by Client; and (vii) will provide workers’ compensation insurance for Covered Employees.
The right of direction and control over management of safety, risk and hazard control of the work site including responsibility for performing safety inspections of Client equipment and premises, responsibility for promulgation and administration of employment and safety policies, and responsibility for the management of workers compensation claims and filings shall be allocated to Client.
Throughout the term of this Agreement Covered Employees are considered employees of both Tandem and Client and upon the termination of this Agreement, Covered Employees will be considered employees of Client.
Client will continue to honor and abide by the terms of any applicable collective bargaining agreements, and upon expiration thereof, any obligations of Client to bargain in good faith in connection with such collective bargaining agreements is not affected in any manner by the Agreement.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; and (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability, which is not covered by workers’ compensation, or other liability insurance carried by Tandem.
In compliance with NJ St. section 34:8-68(2)(a)(8), if Client and Tandem have agreed in writing that Client will assume responsibility for providing workers’ compensation insurance for Covered Employees, Client will cooperate with Tandem in providing documents and information needed for Tandem to provide the required notice of such election and proof of coverage to the New Jersey Department of Labor and Workforce Development. Additionally, Client shall provide a copy of the written agreement to the carrier that issued the policy.
Pursuant to NJS § 34:8-74, with respect to Covered Employees employed in the State of New Jersey, Tandem shall calculate the unemployment benefit experience contribution rates and temporary disability contribution rates with respect to such Covered Employees upon the inception and termination of this Agreement in accordance with the following method:

(1) Calculation of Unemployment Benefit Experience. Upon the effective date of this Agreement, Tandem shall report wages and pay contributions for Covered Employees who work in the State of New Jersey (“Tandem NJ Covered Employees”) pursuant to the “Unemployment Compensation Law,” N.J.S.A.43:21-1 et seq., based on the benefit experience assigned to Tandem under N.J.S.A.43:21-7. With respect to any employee of Client working in the State of New Jersey who is not co-employed by Tandem (“Client NJ Employee”), Client shall continue to report wages and pay contributions for the Client NJ Employees using Client’s contribution rate based on the benefit experience assigned to Client under N.J.S.A.43:21-7.

(2) Pursuant to N.J.S.A. 34:8-73, upon a termination of this Agreement by Client or Tandem (“Termination”), if the Tandem NJ Covered Employees have been co-employed for less than two full calendar years, Tandem shall provide to the New Jersey Department of Labor (“NJDOL”) the data required by the NJDOL to calculate the benefit experience associated with the Tandem NJ Covered Employees to the extent required by applicable law. The NJDOL shall combine that benefit experience with Client’s existing benefit experience to determine Client’s new rate as of the following July 1st. Client shall continue to use Tandem’s contribution rate for the period beginning on the date of the termination of this Agreement and ending the following July 1st; provided, however, that if Tandem did not co-employ all employees of Client, Client must use its own contribution rate for the period beginning on the date of the termination of this Agreement and ending the following July 1st.

(3) Pursuant to N.J.S.A. 34:8-73, upon a Termination which occurs after the Tandem NJ Covered Employees have been co-employed for at least two full calendar years, Client shall be assigned the rate of a new employer under N.J.S.A.43:27-7 until Client is eligible for a rate based on benefit experience pursuant to that section of the “Unemployment Compensation Law” or enters into another professional employer organization agreement; provided, however, that if Tandem did not co-employ all employees of Client, the benefit experience associated with that portion of the Client’s employees that were co-employed by Tandem shall not be transferred to Client and shall not be used in the calculation of Client’s future contribution rates.

(4) Pursuant to N.J.S.A. 34:8-73, if Client enters into a subsequent professional employer organization agreement with another professional employer organization with respect to the Tandem NJ Covered Employees immediately after a Termination, the payroll relative to Client shall be reported and paid at the rate assigned the second professional employer organization.

(5) Calculation of Temporary Disability Contribution Rates. For as long as Tandem maintains an approved private plan of disability benefits under the “Temporary Disability Benefits Law,” Client and Tandem are exempt from the requirement to contribute to the New Jersey State Disability Benefits Fund pursuant to N.J.S.A. 43:21-7 with respect to wages paid to the Tandem NJ Covered Employees. Client shall instead be required to pay the premium amount established by Tandem and its insurance carrier. Upon a Termination, Tandem shall provide to the NJDOL the data required thereby to calculate the temporary disability rates of the Tandem NJ Covered Employees to the extent required by applicable law. Client remains obligated to contribute to the New Jersey State Disability Fund pursuant to N.J.S.A. 43:21-7 with respect to wages paid to any Client NJ Employees unless Client is subject to an exemption in accordance with applicable law.

9. Client hereby acknowledges receipt of the information set forth above as required by N.J.S.A. 34:8-74.

New York

Client represents and warrants that all or a majority of Client’s employees who provide services for Client are covered by the Agreement. Client shall notify Tandem within ten (10) days of any changes that result in a failure to meet this requirement. Tandem agrees to co-employ all or a majority of Client’s employees who provide services for Client in New York.
Pursuant to §922 of the New York Professional Employer Act, Tandem: (i) reserves a right of direction and control over Covered Employees. Client maintains such direction and control over Covered Employees as is necessary to conduct the Client’s business and without which the Client would be unable to conduct its business, discharge any fiduciary responsibility which it may have, or comply with any applicable licensure, regulatory, or statutory requirement of the Client; (ii) assumes responsibility for the withholding and remittance of payroll-related taxes and employee benefits for Covered Employees and for which Tandem has contractually assumed responsibility from its own accounts, during the term of the Agreement; (iii) retains authority to hire, terminate and discipline Covered Employees, to the extent necessary to fulfill Tandem’s obligations under state law; and (iv) will be considered an employer for the purposes of withholding state income taxes for Covered Employees.
Client is solely responsible for compliance with the requirements of Section 195.1 of the New York State Labor Laws, and Client shall ensure that all Covered Employees provide written acknowledgement of receipt of the Notice and Acknowledgement of Pay Rate and Payday Under Section 195.1 of the New York State Labor Laws, as required by applicable law, including utilizing a template prepared by the Commissioner of the New York State Department of Labor, and Client shall maintain records of such acknowledgements. Additionally, the obligation of Client to comply with Section 195.1 of the New York State Labor Laws shall include the following with regard to all Covered Employees and the required information shall be supplied to each Covered Employee in English and in the language identified by each Covered Employee as the primary language of such individual:
The rate of pay and basis thereof, including whether the Covered Employee is paid by the hour, shift, day, week, salary, piece, commission, or otherwise;
For all Covered Employees who are not exempt from overtime compensation, the regular hourly rate of pay and overtime rate of pay shall be set forth.;

iii. Any allowances, if any, claimed as part of the minimum wage, including tip, meal, or lodging allowances;

The regular payday designated by Client;
The name of Client, including any “doing business as” names used by Client;
The name of Tandem, including any “doing business as” names used by Tandem;

vii. The telephone number and physical address of Client’s main office and principal place of business and a mailing address if the mailing address is different;

viii. The telephone number and physical address of Tandem’s main office and principal place of business and a mailing address if the mailing address is different;

Each time Client provides such notices as set forth at c. i-viii of this Addenda to a Covered Employee Client shall obtain from the Covered Employee a signed and dated written acknowledgement, in English and in the primary language of the Covered Employee, of receipt of each notice. Client shall preserve and maintain all such information required by New York law to be preserved as well as all required notices and acknowledgements for six (6) years. Client shall immediately supply a copy of each notice and acknowledgement to Tandem. Such acknowledgement shall include an affirmation by each Covered Employee that the Covered Employee accurately identified his or her primary language to Client and that the notice provided by Client to such Covered Employee was in the language so identified.
At least three (3) calendar days prior to Tandem’s preparation of payroll for Covered Employees, Client shall supply to Covered Employees a statement, broken down on a weekly basis, the following: (i) The dates of work for the pay period, (ii) name of the Covered Employee, (iii) the name of Client, (iv) the address and phone number of Client, (v) the rate(s)s of pay, and basis thereof, whether the Covered Employee is paid by the hour, shift, day, week, salary, piece, commission, or other; and (vi) the gross wages, deductions, allowances, if any, that are claimed as part of the minimum wage and net wages. For all Covered Employees who are not exempt from overtime compensation, the statement shall include the regular hourly rate or rates of pay, the overtime rate or rates of pay, as well as the number of regular hours worked, and the number of overtime hours worked each workweek. For any Covered Employee paid on a piece rate basis, the information supplied to Covered Employees shall include the applicable piece rate or rates of pay and number of pieces completed at each piece rate. In addition, should any Covered Employee, at any time request an explanation of how that Covered Employee’s wages were computed, Client shall furnish Covered Employees with an explanation in writing of how such wages were computed.
Client shall notify all Covered Employees, in writing, of any change(s) to the information set forth above, at least seven (7) calendar days prior to the time of such change(s). Additionally, notification of such change(s) shall be supplied by Client, in writing, to Tandem at least twenty-one (21) calendar days prior to the implementation of such change(s).
Client shall notify Covered Employees in writing or by publicly posting Client’s policies regarding sick leave, vacation leave, personal leave, holidays, and hours.
Client maintains such direction and control over Covered Employees as is necessary to conduct the Client’s business and without which the Client would be unable to conduct its business, discharge any fiduciary responsibility which it may have, or comply with any applicable licensure, regulatory, or statutory requirement of the Client.

North Carolina

Pursuant to North Carolina Professional Employer Organization Act, §58-89A-100, Tandem: (i) reserves a right of direction and control over Covered Employees; (ii) assumes responsibility for the payment of wages to Covered Employees and for the collection and remittance of payroll taxes of Covered Employees; (iii) retains authority to hire, terminate, and discipline Covered Employees; and (iv) retains a right of direction or control over the adoption of employment policies and the management of workers’ compensation claims, claim filings, and related procedures in accordance with applicable federal and state laws.
Client retains sufficient direction or control over Covered Employees as necessary to conduct its business and without which Client would be unable to conduct its business, discharge its fiduciary responsibilities, or comply with any applicable licensure, regulatory, or statutory requirement it may have.
Any employment responsibilities not specifically allocated to Tandem under state law or under this Agreement will remain with Client.
Upon termination of this Agreement, Tandem will provide to Client, if requested, records regarding the loss experience related to workers’ compensation insurance provided to Covered Employees.
Client represents and warrants that it does not owe its current or prior workers’ compensation carrier any premium for workers’ compensation insurance, nor does Client owe its current or prior professional employer organization (“PEO”) any amounts due under any Tandem agreement, except for premiums or amounts due that are subject to dispute. Client further certifies that Client has met any and all prior premium or fee obligations.

North Dakota

Tandem (i) retains a right to hire, discipline, and terminate Covered Employees; (ii) will pay wages to any Covered Employee and will withhold, collect, report, and remit payroll-related and unemployment taxes on such wages; and (iii) will make payments for employee benefits for Covered Employees (if any).
Nothing in this Agreement will (i) diminish, abolish, or remove any right of a Covered Employee to Client or obligation of Client to a Covered Employee existing before the effective date of the Agreement; or (ii) affect, modify, or amend any contractual relationship or restrictive covenant between a Covered Employee and Client in effect at the time this Agreement becomes effective or prohibit or amend a contractual relationship or restrictive covenant that is entered subsequently between Client and a Covered Employee.
Client retains the exclusive right to direct and control any Covered Employee as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.
Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Tandem as co-employer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of co-employment by Tandem of the Covered Employee.
Client will accurately report all wages of a Covered Employee to Tandem.
Client is solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.
Client is solely responsible for directing, supervising, training, and controlling the work of Covered Employees with respect to the business activities of Client and is solely responsible for the acts, errors, or omissions of Covered Employees with regard to those activities.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability, which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

Ohio

Client will establish and maintain a separate active workers’ compensation account with the Ohio Bureau of Workers’ Compensation, as required by state law.
Client will cooperate with Tandem with respect to Tandem’s duty under state law to (i) maintain a record of workers’ compensation claims for Client; and (ii) maintain records separately listing the manual classifications of Client and the payroll reported to each manual classification for each payroll reporting period while this Agreement remains in effect.
To the extent required under applicable Ohio law, the initial term of the Agreement is for twelve months.

Oklahoma

Pursuant to §40-600.7(C) of the Oklahoma Professional Employer Organization Recognition and Registration Act, Tandem (i) reserves a right of direction and control over Covered Employees; (ii) retains a right to hire, discipline, and terminate a Covered Employee; (iii) will pay wages to any Covered Employee and will withhold, collect, report, and remit payroll-related and unemployment taxes on such wages; and (iv) will make payments for employee benefits for Covered Employees (if any).
Client retains sufficient direction or control as necessary to conduct its business and without which Client would be unable to conduct its business, discharge fiduciary responsibilities, or comply with any applicable licensure requirements it may have.
Upon termination of this Agreement, Tandem will provide to Client, if requested, records regarding the premiums and loss experience related to workers’ compensation insurance provided to Covered Employees.

Oregon

Only to the extent required by state law in order to provide the services contemplated by this Agreement, and for no other purpose express or implied, Tandem reserves a right to ensure that Client provides adequate training, supervision, and instruction to Covered Employees to meet state law requirements. Client likewise agrees to provide adequate training, supervision, and instruction to Covered Employees to meet state law requirements.
Client will cooperate fully with Tandem in completing and filing a Worker’s and Employer’s Report of Occupational Injury or Disease (DCBS Form 801) in connection with any injuries to Covered Employees, as required under state law.

Pennsylvania

Pursuant to Section 304 of the Pennsylvania Employer Organization Act, 43 PA. CONS. STAT. 933.101, et. seq., Tandem: (i) will have responsibility to pay wages to Covered Employees; (ii) will have responsibility to withhold, collect, report and remit payroll-related taxes and may remit unemployment taxes in accordance with state law; and (iii) will have responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any). As used in this subsection, the term “wages” does not include any obligation between Client and a Covered Employee for payments beyond or in addition to Covered Employee’s salary, draw or regular rate of pay, such as bonuses, commissions, severance pay, deferred compensation, profit sharing or vacation, sick or other paid time off pay. However, nothing in this Agreement or applicable state law will relieve Client from compliance with the state’s wage and labor laws.
Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.
Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Tandem as co-employer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of co-employment by Tandem of the Covered Employee.
Client retains the exclusive right to direct and control any Covered Employee as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee.
Tandem has the right to hire, discipline, and terminate a Covered Employee as may be necessary to fulfill Tandem’s responsibilities under state law and the Agreement.
Nothing in the Agreement, including this Addendum shall relieve Client from compliance with Pennsylvania’s wage and labor laws, including the act of May 13, 1915 (P.L.286, No.177), known as the Child Labor Law, the act of August 15, 1961 (P.L.987, No.442), known as the Pennsylvania Prevailing Wage Act, the act of July 14, 1961 (P.L.637, No.329), known as the Wage Payment and Collection Law, and the act of January 17, 1968 (P.L.11, No.5), known as The Minimum Wage Act of 1968. If Client is a health care facility as defined in section 2 of the act of October 9, 2008 (P.L.1376, No.102), known as the Prohibition of Excessive Overtime in Health Care Act, Client shall comply with that act.

Rhode Island

Pursuant to Rhode Island Statute §5-75-7 of the Rhode Island Professional Employer Organizations Act, Tandem: (i) reserves a right of direction and control over Covered Employees; (ii) retains a right to hire, discipline, and terminate Covered Employees as may be necessary to fulfill the Tandem’s responsibilities under state law and the Agreement; (iii) will have the responsibility to pay wages to Covered Employees and will withhold, collect, report, and remit payroll-related and unemployment taxes on such wages; and (iv) will make payments for employee benefits for Covered Employees (if any).
Client retains sufficient direction and control as necessary to conduct its business and without which Client would be unable to conduct its business, discharge fiduciary responsibilities, or comply with any applicable licensure requirements it may have.
Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship.
Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Tandem as co-employer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of co-employment by Tandem of the Covered Employee.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; and (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability, which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

South Carolina

Tandem: (i) reserves a right of direction and control over Covered Employees; (ii) retains a right to hire, discipline, terminate, and reassign Covered Employees as may be necessary to fulfill the Tandem’s responsibilities under state law and the Agreement; (iii) will have the responsibility to pay wages to Covered Employees and will collect and pay payroll taxes on such wages, regardless of payments by the Client to Tandem; and (iv) retains a right of direction or control over the adoption of employment policies and the management of workers’ compensation claims, claim filings, and related procedures on joint agreement by Client and Tandem in accordance with applicable federal and state laws.
Tandem and Client agree that (i) notice to or acknowledgment of the occurrence of an injury on the party of Client is notice to or knowledge on the part of Tandem and its workers’ compensation insurer; (ii) for the purposes of state law, the jurisdiction of Client is the jurisdiction of Tandem and its workers’ compensation insurer; (iii) Tandem and its workers’ compensation insurer are bound by and subject to the awards, judgments, or decrees rendered against them under state law; and (iv) insolvency, bankruptcy, or discharge in bankruptcy of Tandem or Client does not relieve Tandem, Client, their respective workers’ compensation insurers from payment of compensation for disability or death sustained by a Covered Employee during the life of a workers’ compensation insurance policy under this Agreement.
Client will secure and maintain workers’ compensation insurance for any of its employees that are not Covered Employees under this Agreement.
Client will comply with the co-employee notice posting requirements under state law.
Client acknowledges that it is in a co-employment relationship with Tandem licensed and regulated by the South Carolina Department of Consumer Affairs and any questions or complaints regarding Tandem should be directed to the South Carolina Department of Consumer Affairs, PO Box 5757, Columbia, SC 29250, www.consumer.sc.gov, (803) 734-4200.

South Dakota

Pursuant to South Dakota Administrative Rule Section 64:06:02:89, Tandem assumes the responsibility (i) for the payment of wages, salaries, payroll taxes, payroll deductions, workers’ compensation costs, insurance premiums, welfare benefits, and retirement benefits (if any); and (ii) for preparing and filing necessary tax returns and other documents as required by state or federal law.
Client was the employer of Covered Employees prior to the effective date of this Agreement.
Client retains primary control over the hiring, firing, wages rates, salary increases, training, and directing the day-to-day activities of Covered Employees.
If the contractual relationship between Tandem and Client is terminated, then the Covered Employee’s co-employment relationship with Tandem is also terminated.
If a Covered Employee leaves the employment of Client, the co-employment relationship with Tandem will also be immediately terminated.
Tandem does not manage or direct the operation of Client’s business.
At all times, the Agreement and this Addendum shall cover at least seventy-five percent (75%) of the Client’s full-time or full-time equivalent employees domiciled in South Dakota. If at any time the percentage drops below seventy-five percent (75%) Client agrees to inform Tandem immediately.

Tennessee

Pursuant to Tennessee Professional Employer Organization Act, §62-43-108, Tandem: (i) reserves a right of direction and control over Covered Employees; (ii) retains a right to hire, discipline, and terminate Covered Employees as may be necessary to fulfill the Tandem’s responsibilities under state law and the Agreement; (iii) assumes responsibility to pay wages to Covered Employees, to collect and pay payroll taxes on such wages, and to pay for employee benefits under the Agreement (if any), regardless of payments by the Client to Tandem; and (iv) retains a right of direction or control over the adoption of employment policies and the management of workers’ compensation claims, claim filings, and related procedures on joint agreement by Client and Tandem in accordance with applicable federal and state laws.
Client retains sufficient direction and control over Covered Employees as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.
Tandem is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Tandem as co-employer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of co-employment by Tandem of the Covered Employee.
Client is solely responsible, and Tandem is not liable, for: (i) the quality, adequacy, and safety of goods or services produced or sold in the Client’s business; and (ii) directing, supervising, training, and controlling the work of a Covered Employee with respect to the business activities of the Client.
A Covered Employee is not considered, solely as the result of being a Covered Employee, an employee of Tandem for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability, which is not covered by workers’ compensation, or other liability insurance carried by Tandem unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

Texas

Pursuant to Texas Professional Employer Organization Act, §91.032, Tandem: (1) shares with Client the right of direction and control over Covered Employees; (2) assumes responsibility for the payment of wages to Covered Employees without regard to payments by Client to Tandem; (3) assumes responsibility for the payment of payroll taxes and collection of taxes from payroll on Covered Employees; (4) shares, with Client the right to hire, fire, discipline, and reassign Covered Employees; and (5) shares with Client the right of direction and control over the adoption of employment and safety policies and the management of workers’ compensation claims, claim filings, and related procedures.
Client retains responsibility for: (1) the direction and control of Covered Employees as necessary to conduct Client’s business, discharge any applicable fiduciary duty, or comply with any licensure, regulatory, or statutory requirement; (2) all goods and services produced by Client, including those produced or provided by Covered Employees; and (3) the acts, errors, and omissions of Covered Employees.
Client is solely obligated to pay any wages for which: (1) the obligation to pay is created by an agreement, contract, plan, or policy between Client and the Covered Employee; and (2) Tandem has not contracted to pay.
Any unresolved complaints concerning Tandem or questions concerning the regulation of PEOs may be addressed to the Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, Texas 78711, Telephone: (512) 463-6599.
If Client has been in business one year or more (or less than one year due to a change in legal entity, merger, or corporate reorganization), Client warrants and represents that all of the following are true: (a) at least 75% of the persons who will become Covered Employees were previously employees of Client (or in a shared employment relationship with Client and a licensed professional employer organization) for a period of at least three months immediately prior to the commencement of the Agreement; (b) none of the persons who will become Covered Employees were direct employees of Tandem or were or are employees of a company that provides taxable services to Client; and (c) upon the Effective Date of the Agreement, a shared employment relationship will exist between Client and Tandem as to the Covered Employees.
If Client has been in business less than one year, Client warrants and represents that all of the following are true: (a) none of the persons who will become Covered Employees were direct employees of Tandem or were or are employees of a company that provides taxable services to Client; and (b) upon the Effective Date of the Agreement, a shared employment relationship will exist between Client and Tandem as to the Covered Employees.
Tandem represents that: (i) none of the Covered Employees were previously employees of Tandem, except for a possible shared employment relationship with a different client of Tandem; and (ii) upon the Effective Date of the Agreement, a shared employment relationship will exist between Client and Tandem as to the Covered Employees.
Client and Tandem each certify that the Agreement and this Addendum meet the requirements and conditions set forth in Title 34, Texas Administrative Code, Part 1, Chapter 3, Subchapter O, Rule §3.364 and that both Tandem and Client will retain a copy of this certification in their respective files.

Utah

Pursuant to §31A-40-202 of the Utah Professional Employer Organization Licensing Act, Tandem assumes responsibility for (1) the payment of wages to Covered Employees; (2) for the withholding, remittance, and reporting of payroll-related taxes (including unemployment insurance contributions) for, and on behalf of, Covered Employees; and (3) make appropriate payments for the provision of Employee Benefits to Covered Employees (if applicable).
Tandem retains a right to hire, discipline, or terminate a Covered Employee to the extent necessary to fulfill Tandem’s obligations under this Agreement and state law.
Tandem will secure workers’ compensation insurance coverage for Covered Employees in a manner consistent with Utah Code § 31A-40-209.

Vermont

Tandem and Client acknowledge joint and several liability for protections required by or damages due under state laws designated to protect the health, safety, or welfare of Covered Employees.

Virginia

In the event that Tandem elects to terminate this Agreement, Client will cooperate with Tandem in providing written notification of such intent to terminate to each Covered Employee, as required by state law.
Client retains responsibility to comply with the insuring requirement of § 65.2-801 of the Code of Virginia with respect to any of Client’s workers who are not Covered Employees.

Washington

Client will register and/or maintain its registration with the Washington Employment Security Department and obtain and/or maintain an employment security account number, in accordance with state law.
Client will cooperate with Tandem to complete and submit a Power of Attorney for Unemployment Insurance, in accordance with state law.

West Virginia

Tandem (i) assumes responsibility for the payment of wages to Covered Employees; (ii) assumes responsibility for the withholding, collection, remittance, and reporting of payroll-related taxes (including unemployment insurance contributions) for, and on behalf of, Covered Employees; and (iii) assumes responsibility for making appropriate payments for the provision of employee benefits to Covered Employees (if any).
Client retains the exclusive right to hire, discipline, and terminate Covered Employees.
Unless the Parties agree in writing that Client shall provide and maintain workers’ compensation insurance coverage for Covered Employees, Tandem shall provide and maintain workers’ compensation coverage for Covered Employees. Regardless which Party provides and maintains workers’ compensation insurance coverage for Covered Employees, such coverage shall be from a carrier authorized to do business in West Virginia.

Wisconsin

Pursuant to Wisconsin’s Statutes §108.02(21e), Tandem: (i) retains a right to hire, terminate, reassign, and set the rate of pay of a Covered Employee; (ii) assumes responsibility for the payment of wages to Covered Employees from its own accounts; (iii) reserves a right of direction and control over Covered Employees; (iv) assumes responsibility for the withholding, remittance, and reporting of payroll-related taxes (including unemployment insurance contributions) for, and on behalf of, Covered Employees; and (v) assumes responsibility for making appropriate payments for the provision of employee benefits to Covered Employees (if any).
Client retains sufficient direction and control over Covered Employees as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee.
Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, set the rate of pay, and terminate a Covered Employee.

Wyoming

Client shares joint and several liability for any Covered Employees’ unemployment taxes left unpaid by Tandem or unemployment contribution reports for Covered Employees Tandem failed to submit (if any).
Tandem reserves a right of direction and control over Covered Employees, including: (i) assigning Covered Employees to perform services for Client; (ii) setting the rate of pay of Covered Employees; (iii) assuming responsibility for the payment of wages to Covered Employees; (iv) retaining authority to assign or refuse to assign a Covered Employee to other clients of Tandem if Covered Employee is unacceptable to Client; (v) determining assignments of Covered Employees even though Covered Employees may retain the right to refuse specific assignments; and(vi) negotiating with Client on matters of time, place, type of work, working conditions, quality and price of service.