Revised 05 September, 2025
1. DEFINITIONS
1.1 “Authorized User(s)” means employees or authorized contractors of Client that: (i) uses Direct Source Services solely for the benefit of Client as an end user in accordance with this SOW and (ii) are under written confidentiality obligations no less protective than what is required herein.
1.2 “Curation Services” means services and processes to source self-identified Sourced Workers into Client-provided open requisitions and build and maintain a talent pool.
1.1 “Direct Source Services” means a comprehensive, direct-sourcing solution for the provision of Sourced Workers by providing Client with direct access to contingent workers via posting(s) of open contingent roles to external and internal job boards via: (a) subscription services offered by Service Provider on a SaaS basis; and (b) Curation Services performed by Service Provider or through Service Provider’s third-party provider set forth in this SOW between Client and Service Provider, including implementation services, ongoing support, and individual training.
1.3 “Mark(s)” means a non-exclusive, non-transferable, revocable, royalty free, worldwide license to use, publicly display, transmit, distribute and reproduce Client’s trade names, trademarks, logos and service marks.
1.4 “Service Provider” means Magnit, LLC, RightSourcing, LLC, or respective affiliate referenced in the underlying agreement.
1.5 “Site(s)” means job boards.
1.6 “Sourced Worker(s)” means a candidate who has been identified by Client or Service Provider and selected by Client for a temporary assignment through Direct Source Services and who subsequently becomes a Referred Worker. Further, applicants, candidates, and Sourced Workers are not considered Client Data.
1.7 “Sourcing Consultant(s)” means a Service Provider Personnel (or a third-party partner curator identified by Service Provider) who is responsible for curating the delivery of Direct Source Services.
2. DIRECT SOURCE SERVICES. Service Provider will provide Client and its Authorized Users a non-exclusive, non-transferable right to access and use Direct Source Services solely for Client’s internal business purposes.
3. RESTRICTIONS AND RESPONSIBILITIES. Client agrees that, except as expressly permitted by this SOW or by applicable law, it will not itself, or through any parent, subsidiary, affiliate, agent, or other third party, directly or indirectly, during or after the Term of the SOW do any of the following: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms of Direct Source Services, or software, documentation, Intellectual Property or data related to Direct Source Services; (b) modify, translate, or create derivative works based on Direct Source Services, associated software and documentation, or related Intellectual Property; (c) use Direct Source Services for timesharing, service bureau purposes, sublicense, lease, sale transfer, or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels; or (e) attempt to download or access Direct Source Services other than remote access to functionality of the Services in accordance with this SOW.
4.1 Client agrees that it will: (a) cooperate as reasonably required to set up and integrate Direct Source Services; (b) coordinate following integration to address any service or technical issues; (c) provide Client feeds in the format specified by Service Provider as applicable to Direct Source Services.
4.2 Client represents and warrants that Client (including its Authorized Users) will use Direct Source Services in compliance with all applicable laws and regulations (including without limitation laws and regulations related to data protection and privacy and labor and employment).
4.3 Client acknowledges that in using Direct Source Services, it may receive non-public information, including but not limited to its product features and functionalities (e.g., screenshots thereof), processes, know-hows, algorithms, and/or code. Client shall not disclose such information to third parties or for unauthorized use unless it has prior written consent from Service Provider.
4. PROPRIETARY RIGHTS. Subject to the limited rights expressly granted herein, Service Provider reserves all rights, title and interest not expressly granted to Client in this SOW. Service Provider shall own and retain all rights, title and interest in and to: (a) Direct Source Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with Direct Source Services or support; and (c) all Intellectual Property rights related to any of the foregoing.
5. WORKER NON-EXCLUSIVITY. Neither Party has an exclusive relationship with applicants, candidates, and Sourced Workers submitted through Direct Source Services, and either Party may use such Sourced Worker for other assignments outside of this SOW.
6. LICENSES
7.1 Client grants Service Provider a limited license to use its’ Marks in connection with the Services under this SOW. Service Provider will use the Marks in accordance with Client’s established trademark usage policies and procedures, which Client will provide to Service Provider, solely for the purposes of promoting open requisitions for temporary assignments on the Sites. Service Provider shall not use Client's Marks for any purpose without first obtaining the prior written advance consent of Client. Service Provider will not alter or permit alteration of or remove, modify, or permit removal or modification of Client’s Marks without Client’s prior written approval.
7.2 Except as specifically provided in this SOW, nothing in this SOW shall confer upon Service Provider any right, title, or interest to any of the Marks or goodwill of Client. Service Provider acknowledges that the Marks and any related goodwill are the sole and exclusive property of Client, and Service Provider agrees not to (or cause a third party to) contest the rights of the Mark or to use any confusingly similar marks, works or symbols.
7.3 Service Provider acknowledges that Client retains ownership of all its Marks and other intellectual property rights that are licensed to Service Provider in order to perform the Services. Service Provider acknowledges that its utilization of the Marks will not create in it, nor will it represent it has, any right, title or interest in or to the Marks other than the express and limited right to use the Marks granted under this SOW. The goodwill from Service Provider’s use of the Marks shall accrue solely to the benefit of Client. Service Provider agrees it shall cease using the Marks immediately upon Client’s written request, and in no event shall this license survive the term of this SOW.
7. BRANDING. Service Provider will use Client’s Marks on various mutually agreed upon Sites to post open requisitions at Client for temporary assignments. The Marks will appear in appropriate positions on the Site, as mutually agreed by the Parties. Client will provide Service Provider the specifications (including content such as graphics and text) to use the Marks on the Site. The Site will have a "look and feel" substantially similar to a Site operated by Client. The design, text and graphics of the Site created by Service Provider is subject to Client’s approval, which shall not be unreasonably withheld or delayed, and in any event, Client shall provide approval or rejection of the design, text, and graphics within five (5) business days of Client’s receipt of such materials from Service Provider.