Staffing Agency Agreement

Agency Staffing Agreement

This Staffing Agreement (“Agreement”) is entered into by and between ___________ (the “Company”) and ___________ (“Agency”).

1. Contract Staffing Services.
   1. Description of Staffing Services.  Agency shall provide the services of the individuals identified in Exhibit A attached hereto (each, a “Contractor”) to the Company.  The Company shall specify the work schedules for each Contractor, as well as the specific services to be provided by each Contractor (the “Contractor Services”) in Exhibit A.  Such terms may be modified in a written amendment executed by both parties.  The Company has the right to discontinue the use of any of the Contractors at any time upon notice to Agency.
   2. Status of Contractors.  The Contractors shall have the status of independent contractors to the Company and shall not be employees of the Company.  The Contractors will remain exclusive employees of Agency (unless subsequently hired by Company as discussed below).  Because the Contractors are not employees of the Company, the Contractors are excluded from participating in any fringe benefit plans or programs of the Company, including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s). 
   3. Contractor Protection of Company Confidential Information.  Prior to providing any Contractor Services, each Contractor must sign the Company’s form of proprietary information agreement applicable to contractors, its external users systems usage policy, and any other such forms or policies applicable to the Contractors as determined by Company in its sole discretion.
   4. Company’s Right to Hire Contractors.  The Company shall have the right to offer employment to, and to hire, each Contractor, although the Company is in no way obligated to offer employment to or hire any of the Contractors.  In the event the Company hires any of the Contractors, the Company will a conversion fee equal to _____________.
2. Agency Obligations.  Agency will be solely responsible for complying with all employer-related obligations applicable to the Contractors, including (without limitation) paying all salary, wages and/or other payments required by law or contract to be made to the Contractors, providing all employee benefits coverage for the Contractors (including, but not limited to, all legally required benefits such as workers’ compensation insurance coverage and sick time), providing any legally required leave benefits, and maintaining all legally required employment records.  Agency shall be solely responsible for all direct and indirect costs and administrative expenses attributable to the Contractors’ employment by Agency, including federal, state and/or income tax withholdings, FICA and administration of payroll.  Agency, at Agency’s sole cost and expense, will maintain professional liability insurance coverage to extend to all services provided by the Contractors to the Company.  Agency is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to Agency payments made to the Contractors. 
3. Fees. The billing rate applicable to the Contractors shall be identified in Exhibit A.  The billing rates are the only amounts that the Company will pay for the Contractor Services.  Agency will invoice the Company for Contractor Services on a monthly basis.  Payment shall be due on non-disputed Contractor Services within forty-five (45) days after Company’s receipt of the invoice.  Invoices shall be accompanied by timesheets for each billed Contractor.
4. Agency’s Nonsolicitation Terms.  Agency agrees to refrain from directly or indirectly soliciting, recruiting, or attempting to solicit or recruit, any individual employed by the Company so long as this Agreement remains in effect and for a period of one (1) year thereafter, provided, however, that Agency is not prohibited hereby from general solicitations regarding open positions (e.g., publishing advertisements to the general public or on job-posting websites). 
5. Confidentiality.  Agency recognizes that Agency may have access to confidential and proprietary information and trade secrets concerning the Company and its business and operations (“Confidential Information”). Agency agrees that Agency will maintain the confidentiality of all such Confidential Information.  In particular, and without limiting the foregoing, Agency acknowledges and understands that the Confidential Information to which Agency will gain access is the confidential and proprietary information of Company and Agency agrees that Agency will:
   1. not disclose any Confidential Information to anyone other than an employee of Agency who has a need to know such information and who has signed an acknowledgement substantially similar to this acknowledgment;
   2. prevent any unauthorized use or disclosure of the Confidential Information;
   3. promptly notify the Company of any unauthorized use of which Agency learns;
   4. use such Confidential Information for the sole purpose of Agency’s performance under the Agreement; and
   5. return or destroy any and all copies of the Confidential Information, and any portion thereof, or notes that Agency have made relating to or based upon the Confidential Information, promptly upon receipt of notice from Company or Company’s requesting such return or destruction. Agency acknowledges and agrees that its obligations set forth herein regarding the non-disclosure, non-use, return and/or destruction of the Confidential Information will survive any such termination or expiration of its access to the Confidential Information.
6. Compliance with All Laws.  Agency represents and warrants that it is knowledgeable about and operates its business in compliance with all applicable laws and regulations, and further represents and warrants that in its performance under this Agreement, it will remain in compliance with all state and federal laws governing employment and all other laws applicable to the services performed by Agency under this Agreement. 
7. Term.  This Agreement is effective as of the last day that either party signs the Agreement (“Effective Date”), and will terminate upon fifteen (15) days written notice by either party to the other.  In addition, Company may terminate this Agreement immediately upon written notice to Agency due to any material breach of this Agreement by Agency.
8. Indemnification.  Agency agrees to indemnify, defend, and hold the Company harmless from and against any and all costs, expenses (including attorneys’ fees), liabilities, damages, judgments and settlements arising out of or relating to (a) any actual or alleged failure by Agency (or its employees, agents or representatives) to comply with any of the terms of this Agreement; or (b) willful misconduct, criminal conduct, negligent conduct or negligent omission by Agency (or its employees, agents or representatives).
9. Miscellaneous.
   1. Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of California, without regard to conflict of law principles.
   2. Amendments.  This Agreement, including Exhibit A, may not be amended or modified except by a written agreement signed by duly authorized officers of both the Company and Agency.
   3. Assignment.  Agency may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Company.
   4. Waiver.  No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right under this Agreement will be construed as a waiver of any other right. 
   5. Severability.  In case any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and the invalid, illegal or unenforceable provision will be enforced to the extent permitted by law to conform as closely as possible to the intent of the parties. 
   6. Successors and Assigns.  This Agreement will be binding upon Agency’s successors, assigns, heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
   7. Notices.  Any notices required or permitted hereunder will be given to the appropriate party at the address specified below or at such other address as the party will specify in writing.  Such notice will be deemed given upon email, upon personal delivery to the appropriate address, or if sent only by overnight mail, three (3) days after the date of mailing.
   8. Entire Agreement: This Agreement, including Exhibit A, sets forth the exclusive and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements between the parties with respect to the subject matter hereof.

Company                                                               Agency

                                                                                    ___________________________________

Signature                                                                 Signature

                                                                                    ___________________________________

Print Name                                                               Print Name

                                                                             ___________________________________

Title                                                                          Title

                                                                                    ___________________________________

Date                                                                          Date

Exhibit A

Contractor-Specific Terms

1. [Contractor Name].  [Contractor First Name] shall provide ________ services pertaining to ________________________________ and as otherwise directed by the [Title of Supervisor].  [Contractor First Name] shall be billed at the rate of $__________ per [day/hour/week/month].

Company .                                                                  Agency

                                                                                    ___________________________________

Signature                                                                     Signature

                                                                        ___________________________________

Print Name                                                                  Print Name

                                                                                    ___________________________________

Title                                                                            Title

                                                                                  ___________________________________

Date                                                                            Date