Company Contract Agreement

This Trustaff Healthcare Solutions Agreement (the "Agreement") is made and entered into by and between trustaff Healthcare Solutions, LLC, of Cincinnati, OH ("Agency") and , of , ("Client") as of this day of , 20 (the "Effective Date").

RECITALS

WHEREAS, Client operates an acute care facility;

WHEREAS, Agency provides supplemental staffing personnel;

WHEREAS, Client and Agency desire to enter into this Agreement whereby Agency shall provide supplemental staffing to Hospital;

NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as set forth below:

AGREEMENT

Section I: The Order. Client shall communicate its supplemental Staff Member needs (a “Staff Member” and collectively, the “Staff”) to Agency in writing, or in such other manner agreed upon by the parties hereto (the "Order"). Each Order shall include, inter alia, the date upon which a Staff Member must report to Client and the number of Staff Members needed by specialty or department.

Section II: Obligations of Agency.

  1. Staff. Upon receipt on an Order, Agency shall use its best efforts to provide Staff Members to Client in accordance with the terms set forth herein.
  1. Agency shall screen all potential Staff Members prior to submittal.
  2. Agency will submit a profile of each Staff Member which shall include basic background information, employment application with contact information, and two professional references (the "Submittal").
  3. After Client has accepted a Submittal in writing (or in such other manner as agreed upon by the parties hereto), Agency shall provide Client with:
  4. Client specific requirements, i.e., Staff Member’s medical history, immunization records and such other screening information required by Client.
  5. Photo identification in the form of a valid driver's license or other government-issued identification card.
  1. Staff Member Employment
  2. Agency shall assume direct responsibility for the compensation of Staff Members assigned to Client under this Agreement, including payment of wages, federal and state income tax withholdings, social security tax withholdings, unemployment insurance, workers’ compensation and other obligations imposed by federal, state and local law.
  3. Agency shall maintain workers’ compensation and unemployment insurance as required by law.
  4. Agency shall indemnify Client and its officers from any and all liability Client may incur for compensation, federal and state tax withholdings, workers’ compensation and any other payroll liability arising out of Client's use of Staff.
  5. Agency shall comply with all federal laws, regulations, and procedures regarding legal status to work and reside in the United States, including completion of required Citizenship and Immigration Service forms (I-9’s) upon hire.
  6. Agency shall comply with all applicable laws of the state where Client is located; provided however, Client shall assist Agency as necessary and as set forth herein.
  7. Insurance. Agency shall maintain professional liability insurance in the amount of $1 million per incident and $3 million aggregate for all claims or judgments arising out of any Staff Member activities during his/her assignment with Client pursuant to this Agreement. Agency maintains General Liability coverage with a single limit of $1 million. Agency maintains umbrella aggregate coverage of $7 million.
  1. JACHO. Agency shall work with Client to ensure compliance with JCAHO. Agency shall provide proof of compliance with JCAHO to the Client upon request or initial placement of a Staff Member.
  1. Invoices. Agency shall invoice Client weekly. All invoices are due net 30 days. A finance charge of 2% per month shall be applied to each invoice for which payment is not received within 45 days from date of said invoice.

Section III: Obligations of Client.

  1. Client shall include with each Order, detailed information about each assignment.
  1. Client shall strictly comply with all terms contained herein governing the placement of Staff Members , including any hourly rate schedules (the "Rate Schedule") or state law riders (the "Riders") attached hereto.
  1. Payment of Invoices. Client shall pay all invoices within 30 days from the date of said invoice without right of setoff. Client shall immediately, upon receipt of invoice, notify Agency of any issues or discrepancies.
  1. Incident Tracking. Client shall notify Agency immediately of any unexpected incidents, errors, injuries and safety hazards related to the services provided. Agency shall assist Client in maintaining a process for reporting, tracking and documenting such incidents.
  1. Communication with Staff Member.
  2. Client shall orientate all Staff Members to Client's internal policies and practices. Such orientation shall include information necessary to orientate each Staff Member to the particular unit he/she has been assigned. Time spent in orientation shall be counted as hours worked and billed in accordance with the Rate Schedule.
  1. Client shall be required to clearly communicate to each Staff Member his/her duties, shifts, unit assignments and such other information necessary to the performance of a particular assignment or unit. Client may, if necessary, move a Staff Member from a confirmed unit to another unit for which the Staff Member is qualified; provided however, Client must confirm that Staff Member has been appropriately orientated on the new unit.
  2. Client shall advise each Staff Member of its dress code.
  3. Termination of Staff Member. Client shall use its best efforts to assist any Staff Member with his/her assignment, but if Client reasonably determines that the Staff Member is not satisfactorily performing his/her duties, Client may terminate Staff Member and Client shall only be billed for the hours actually worked by the Staff Member. In the event Client terminates a Staff Member, Client shall notify Agency in writing, or such other means as mutually agreed upon by the parties hereto, within 24 hours of such termination. Such notification must contain a detailed reason for the termination. Agency shall use its best efforts to replace the terminated Staff Member.
  1. Non-Interference. Except as otherwise provided in Section V (D) hereof, during the term of this Agreement, Client will take no action to directly solicit Agency’s Staff Member or other employees who provide services to Client. Furthermore, Client shall not employ directly, nor through another staffing agency, any Staff Member for which Client has received a Submittal within one calendar year from date of Submittal. During the term of this Agreement, Agency will take no direct action to directly solicit Client’s employees. Nothing herein shall prevent Agency or Client from placing general advertisements for employees or contractors.

Section IV: Assignment Terms.

  1. Assignment.
  1. Term of Assignment: Unless otherwise expressly set forth in an Order, each Staff Member shall be assigned to Client for 13 weeks.
  1. Time Slips:
  2. Agency shall provide Staff Member a weekly time slip which must be signed by the Manager or Supervisor designated by Client. A time slip signed in accordance with this paragraph will be accepted by Agency as verification of the time worked by a Staff Member.
  3. Client shall assist Agency in ensuring that each time slip contains the necessary information such that each Staff Member may be paid in accordance with any Rider attached hereto. To the extent a time slip may be deficient; such deficiency shall be construed in favor of the Staff Member.
  1. Overtime: Client shall be billed for overtime hours worked by a Staff Member as set forth in Exhibit A Rate Schedule. Overtime hours shall be any hours worked in excess of forty hours per Work Week (as defined below) unless otherwise defined by the laws of the state in which Client is located.
  1. Work Week: A Work Week is the seven day period beginning on Sunday and ending on Saturday.
  1. Holidays. Billing for holiday hours begins at 11 p.m. the day prior to the holiday and will end at 11 p.m. on the day of the holiday. Following are a "Holidays:" New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

SECTION V: MISCELLANEOUS.

  1. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect for one (1) year and shall automatically renew for successive one-year terms unless modified or terminated by either party in accordance with the terms contained herein. In connection with each renewal, the rates set forth on the detailed fee schedule set forth on Exhibit A shall automatically increase by three percent (3%) (the "Automatic Increase"). During each renewal term, all references herein to Exhibit A shall be deemed to reference and incorporate Exhibit A as modified by the Automatic Increase without requiring any further modification or amendment to this Agreement.
  1. Termination of Agreement. Either party may terminate this Agreement (i) without cause upon thirty (30) days prior written notice or (ii) upon a material breach of any term herein by the other party and such party's failure to cure the breach within ten (10) days (or such longer time frame mutually agreed upon by the parties hereto) after receipt of written notice from the non-breaching party describing the breach.

Notwithstanding the foregoing, a notice of termination given pursuant to this Section V (B) shall not terminate, or otherwise affect, the terms of an assignment of a Staff Member assigned to the Client as of the date of the notice of termination of this Agreement and Agency and Client shall be required to continue to perform pursuant to the terms hereof until such time no Staff Member is assigned to the Client. Further, Client expressly agrees and acknowledges that it shall be, and shall remain, fully liable for all obligations arising under this Agreement until such time no Staff Member is assigned to the Client.

  1. Amendment. No amendments to this Agreement may be made except in writing and signed by the President or Chief Executive Office (CEO) of Agency and Agency representative, or their designees.
  1. Conversion Fee. Since it is anticipated the service provided to Client by the Staff Member provided by Agency will be of the highest caliber, there may be a desire on the part of Client, its subsidiary, affiliate or assigns, ("Client Group") to engage the services of the Staff Member as an employee of Client Group or to contract those services in some other manner. To that end, Agency will allow Client Group the opportunity to do so under the following conditions:
  1. Any such offer or contact must be made through Agency to the Staff Member and only after the Staff Member has completed a minimum of two (2) Assignments equaling a term no less than twenty-six (26) weeks.
  2. Should such an agreement be reached, Client Group shall pay Agency a one-time fee of twenty percent (20%) of the first year anticipated income to be paid to the Staff Member by Hospital Group plus any applicable taxes. This fee will be due in addition to any fees due to Agency for other services Agency provided to Client under the terms of this contract.
  3. This fee shall be payable to Agency within the earlier of (i) ten (10) days of the Staff Member beginning the new relationship directly with Client Group or (ii) ten (10) days after the termination of this Agreement.
  4. If the Staff Member commences any for-pay relationship with Client Group, within twelve(12) months of the normal termination of this Agreement, where compensation is paid directly or indirectly to the Staff Member, the fee of twenty-five percent (25%) will still be due to Agency, payable within ten (10) days of the commencement of that relationship.
  5. If Client Group does not pay fee within established thirty (30) day timeframe, Agency may bill an additional fifteen percent (15%) finance charge.
  1. Notices.

If to Agency:

trustaff Healthcare Services, LLC,

Attn: Carol Hudson

4270 Glendale-Milford Road

Cincinnati, OH45242

If to Client:

______

______

______

  1. Entire Agreement. The parties to this Agreement understand and agree that this Agreement contains the entire Agreement regarding the subject matter of this Agreement. No prior or contemporaneous agreement, statement, promise or representation (either made orally or in writing) relating to the subject matter of this Agreement shall be valid or binding unless set forth in this Agreement.
  1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Further, in the event of any claim or cause of action arising from this Agreement, Client and Agency consent to the exclusive jurisdiction of the Federal District Court of the Southern District of Ohio and/or state courts of Hamilton County, Ohio.
  1. Severability. If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word, or the application thereof, in any circumstance, is held invalid, the validity of the remainder of this Agreement shall be construed as if such invalid part were never included herein.
  1. Headings. The headings of articles, sections, paragraphs and subparagraphs in this Agreement are for convenience of reference only and shall not be construed in any way to limit or define the content, scope or intent of the provisions hereof.
  1. Indemnification. Each party shall indemnify and hold the other party harmless from and against any and all claims, demands, costs, expenses, liabilities and losses, including reasonable attorney’s fees’, which may arise against the other party as a consequence of any alleged malfeasance, neglect, or medical malpractice or any breach of the representations, warranties, agreements and covenants set forth in this Agreement by the indemnifying party, its employees, agents or contractors. The provision of this paragraph shall survive termination of this Agreement.
  1. Damages. In no event shall either party be liable for any incidental, consequential, exemplary, special or punitive damages or expenses or lost profits (regardless of how characterized and even if such party has been advised of the possibility of such damages) under or in connection with this Agreement, regardless of the form of action and regardless of whether at law or in equity.
  1. Exhibits. The following exhibits have been attached hereto and are fully incorporated herein:

Exhibit A: Hourly Rate Schedule

Exhibit B: Client Company and Contact Information Sheet

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the Effective Date.
AGENCY:CLIENT:
trustaff Healthcare Solutions, an______, a(n)
Ohio Limited Liability Company
By:By:
Name:Name:
Title:Title: