SOW - 12.07.2022.pdf

Statement of Work

International Payroll Provider

December 7, 2022

I. Scope

a. Introduction to UT‐Battelle, LLC and Oak Ridge National Laboratory

Oak Ridge National Laboratory (ORNL) is a multi‐program science and technology laboratory managed by UT‐Battelle, LLC, referred to hereafter as “the Company” for the Department of Energy (DOE) under Prime Contract DE‐AC05‐00OR22725.

Scientists and engineers at ORNL conduct basic and applied research and development to create scientific knowledge and technological solutions that strengthen the nation's leadership in key areas of science, increase the availability of clean, abundant energy, restore and protect the environment, and contribute to national security.

b. International/Foreign Payroll Services ‐ Background

The Company is an American‐based, Limited Liability Company who employees approximately 6,000 employees domestically. Due to recent changes in business needs, driven by its contract with DOE, Company will require the placement of employees at Foreign‐owned laboratory facilities physically located in the countries of Switzerland, the United Kingdom, Australia, Canada, France, and possibly other foreign countries. These positions may involve any combination of foreign employees who are citizens of the host countries, foreign employees who are citizens of countries other than the host country, and/or citizens of the United

States. Initially, the volume of foreign placed employees will be small (under 10), though modest growth is anticipated in the upcoming years to possibly 20‐30 employees in various countries. Employees will work in foreign locations to conduct research and development of the scientific nature. The Company will have no physical premises or permanent establishment within the foreign countries and does not intend to establish a corporate “tax presence” in those foreign countries. Placed individuals will be directly employed under an employment contract with the

Company. The Company is seeking a turnkey subcontract for payroll processing services that ensures compliance with all applicable requirements based upon an individual employee’s specific employment situation, e.g. citizenship, country where employed, etc.

II. Services Required: The following requirements may be required for Seller to provide turn‐key payroll processing services for Company’s foreign country based employees ensuring that the Company’s employees employed in foreign countries receive all appropriate pay and benefits to which they are entitled in a manner that complies with their employment contract and applicable laws, regulations, and other requirements.

To the extent there are additional services not listed herein that are required to accomplish the overall scope of work, it shall be the obligation of the Seller to provide such service(s). In the event, Seller does not believe a requirement herein is required to accomplish this scope of work, Seller shall notify the Company and Company shall determine whether such requirement should be accomplished.

a) All financial transactions and transfers of information between the Company and Seller shall be within the United States.

b) At the request of the Company, Seller shall review documents between Company and employees placed in foreign entity locations, including but not limited to the employment contracts;

c) Seller shall ensure compliance with applicable tax authorities and governments, including timely and accurate payments and reporting of employee withholdings and employer obligations, as required in each country and/or municipality;

d) If necessary, Seller shall register with local host country tax authorities and governments on behalf of the Company to facilitate the reporting and payment of applicable employee and employer tax and social insurance obligations;

e) Seller shall calculate and process all payroll and related payments including bonus payments and/or expense reimbursements;

f) Seller shall make payments to third‐parties as required to accomplish the scope of work;

g) Seller shall distribute payments in foreign currencies and/or conduct foreign financial transactions as necessary;

h) Seller shall ensure that all payments made to employees, tax authorities, governments, and/or other third parties are made on a timely basis and are compliant with all applicable legal, regulatory and other requirements;

i) Seller shall prepare and file any required payroll reports with foreign tax authorities and governments in an accurate and timely manner;

j) Seller shall maintain personnel records as required by applicable laws, regulations, and other requirements;

k) Seller shall provide employees with payment stubs and notifications in compliance with all applicable laws, regulations and other requirements;

l) Seller shall invoice costs and fees in USD only.

III. Deliverables

Seller shall provide Company electronic copies of all payroll registers, copies of tax and related payroll filings and any other documents provided to third parties or the employee within 2 days from issuance to the employee or third party as applicable.

IV. International Human Resource Consulting

Seller shall provide Company international human resource consulting services on an as‐ needed basis.