Fill and Sign the Agreement between Self Employed Independent Contractors to Form

AGREEMENT BETWEEN INDEPENDENT CONTRACTORS TO PROVIDE PROFESSIONAL STAFFING TO MENTAL HEALTH ORGANIZATION This Staffing Agreement ("Agreement") is made as of ___________ (Date), by and between ______________________________ (MHO), a ________________________ (Name of State where organized) ________________________ (Sole Proprietorship, Corporation, Limited Liability Company, Limited Liability Partnership, or General Partnership, whichever is applicable) and _________________________ (PS), a _________________________ (Name of State where organized) ________________________ (Sole Proprietorship, Corporation, Limited Liability Company, Limited Liability Partnership, or General Partnership, whichever is applicable). WHEREAS MHO provides mental health services to school children; and WHEREAS PS provides professional staffing to such organizations; NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, MHO and PS do hereby agree as follows: 1. Staffing. PS shall make available to MHO certain of its employees, identified in Schedule I to this Agreement (฀ Staff ฀); 2. Payment for Services. For the duration of the Term of this Agreement, PS will provide Staff to MHO to perform the following duties: List in Detail each Employee ฀s Job Description In exchange for providing such staff, MHO will pay PS the amount of $ per month (the ฀Fee") on the first day of each month for the duration of the Term of the Agreement. 3. Professional Staff . Schedule I to this Agreement sets forth a list of the Staff supplied by PS, with the following information for each Staff Employee: (a) such Staff Employee ฀s position with MHO; and (b) the functions and duties to be performed by each Staff Employee pursuant to this Agreement. 4. Services of Staff. Subject always to the express consent in advance of each Staff Employee to perform services for MHO, PS hereby agrees to make available each of the said Staff Employees for the purpose of performing the functions and duties set forth on Schedule I on behalf of MHO until the earliest to occur of: (a) expiration of the Term (as defined below), (b) termination of the arrangement with respect to any such Staff Employee as pursuant to Sections 6, or (c) termination of this Agreement pursuant to Section 10 below. PS will use commercially reasonable efforts to cause the Staff Employees to render services to MHO. 5. Payments for Staffing . A. PS shall be responsible for: (i) the payment to the Staff Employee of salaries, travel and business expenses, and the provision of any benefits, statutory or otherwise, including, without limitation, any severance or similar benefits, earned, incurred or accrued by the Staff Employee; (ii) making any pension deductions which each Staff Employee has agreed to be made from his or her salary, and paying any employer pension contributions which PS may be obliged to make, if any; and (iii) paying or deducting from the Staff Employee ฀s salaries and/or benefits, as the case may be, and remitting to the appropriate governmental entities, such sums as may be required to be paid by an employer or deducted or withheld from employees' compensation and/or benefits under the provisions of any law now in effect or hereafter put into effect, including, but not limited to, pay-related social insurance and income tax. B. MHO shall reimburse PS for all authorized travel and business expenses (the "Expenses") incurred by the Staff Employee in providing the services to MHO, in accordance with MHO฀s policies regarding travel and business expenses; provided, however, that, in order to be entitled to reimbursement from MHO, MHO must approve all such Expenses in advance. C. Except for holidays observed by MHO, which shall be deemed to be days that the Staff Employee have supplied Services, MHO shall not pay PS for any day that a particular Staff Employee does not supply Services to MHO. In the event that any Staff Employee fails to render Services on MHO฀s behalf, MHO shall give prompt notice of such failure to PS, which notice shall include a listing of the periods of time in which such Staff Employee failed to render the Services. 6. Termination of Staff Employees. A.During the term of this Agreement, PS shall use all commercially reasonable efforts to continue the employment of each Staff Employee through the Term. Notwithstanding the foregoing, PS shall retain the exclusive right to discipline and/or terminate the employment of any of the Staff Employees for any reason or no reason, pursuant to PS฀s policies and procedures. In the event that PS฀s decides to terminate or discipline a Staff Employee, PS will (i) give prior written notice to MHO, and (ii) comply with all applicable laws. If any of the Staff Employees shall cease to be employed by PS, PS will be obligated to provide an acceptable replacement to MHO within a reasonable time. B. MHO may terminate the arrangement under this Agreement with respect to any one or more of the Staff Employees at any time upon written notice to P.S.; provided, however, that this Agreement shall remain in full force and effect with respect to the remaining Staff Employees. 7. Representations and Covenants by MHO. MHO will cooperate with PS, and will grant PS reasonable access to such information so as to permit PS to fulfill its obligations as the employer of the Staff Employees, including, without limitation, employee benefit enrollment, benefit management, salary administration, discipline and termination. MHO agrees to maintain records of actual hours worked by each of the Staff Employees to the extent that the status of such employees, as determined by PS, requires the maintenance of records regarding time worked, and report such hours worked to PS. 8. Representations and Covenants by PS. PS shall maintain all employment-related records for the Staff Employees at its premises located (Address) . MHO may inspect said records during business hours at any time. 9. Term of Agreement This Agreement shall commence on the date hereof and shall continue for a period of (duration of agreement). 10. Termination This Agreement shall terminate automatically upon the earlier to occur of: (i) expiration of the Term, or (ii) the termination of the arrangement with respect to all of the Staff Employees in accordance with the terms and conditions of this Agreement. In addition, either party may at any time immediately terminate this Agreement in the event of a material breach by the other party of the terms hereof, which breach, if capable of remedy, shall not have been remedied within fourteen (14) days following the date upon which notice of the material breach shall have been served. 11. Confidential Information Any information or materials received by PS or the Staff Employees from MHO, its affiliates, customers or suppliers, or developed by Staff Employees in connection with the Services under this Agreement and not generally available to the public will constitute confidential information of MHO ("Confidential Information"). Confidential Information may include, without limitation, information or data relating to the technology, research, studies, testing, products, services, finances, business plans, patient files, information about a patient, marketing plans, regulatory plans, strategies, legal affairs, patients, potential patients, contracts or assets of MHO or its affiliates or third parties entrusting any such information or data to MHO . Any Confidential Information received by PS shall be retained in confidence and shall be used, disclosed and copied solely for the purposes of exercising its rights or fulfilling its obligations under this Agreement. PS will not disclose, in whole or in part, in public or in private, any of the Confidential Information except as specifically directed by an officer of MHO , nor will PS use or allow the Staff Employees or others to use any Confidential Information for any purpose other than for the benefit of MHO or as specifically approved in advance by an officer of MHO. 12. Return of Confidential Materials. Insofar as PS has access to or control of Confidential Information of MHO, PS will deliver any and all such Confidential Information and all copies thereof to MHO at no charge, within five (5) business days after MHO's request and, in any event, upon the expiration or termination of this Agreement. In addition, in the event that any Staff Employee ceases to be a Staff Employee under the terms of this Agreement (either because of the termination of this Agreement or the termination of the arrangement with respect to such Staff Employee in accordance with the terms and conditions of this Agreement), PS agrees to direct such Staff Employees to deliver immediately to MHO any and all Confidential Information of MHO received by such Staff Employee. PS agrees that it will promptly notify MHO if it learns that any Staff Employee is inappropriately utilizing or has inappropriately utilized MHO s Confidential Information. Similarly, MHO agrees that (i) it will promptly notify PS if it learns that any Staff Employee is violating or has violated any of his or her confidentiality obligations to PS; and (ii) to the extent that MHO obtains any Confidential Information of PS as a result of this Agreement, MHO will deliver any and all such Confidential Information and all copies thereof to PS at no charge, within five (5) business days after PS's request and, in any event, upon the expiration or termination of this Agreement. This provision shall survive the termination of this Agreement. 13. Indemnification A.PS will indemnify and hold harmless MHO against all losses, liability, damage, claims, demands, or suits and related costs and expenses incurred by MHO relating to (i) a Staff Employee's status as an employee of PS, including, without limitation, those that arise with respect to any employee benefit plan or other employment or compensation matter (including, without limitation, the cost of any severance or termination payments, statutory or otherwise) which PS must make to the Staff Employee upon termination of his or her employment; and (ii) such Staff Employee's status as such that arise from the acts or omissions of PS, its employees, consultants and agents in violation of applicable law. B. MHO will indemnify and hold harmless PS against all losses, liability, damage, claims, demands, or suits and related costs and expenses incurred by PS relating to a Staff Employee's status as such that arise from acts or omissions of MHO, its employees, consultants and agents in violation of applicable law. Notwithstanding the foregoing, in no event shall MHO be directly responsible, or have any obligation to indemnify PS, for any liability, loss or obligation of PS with respect to the termination of employment of any of the Staff Employees (including, without limitation, any severance or termination payment, whether statutory or otherwise) which PS must make to such Staff Employee upon termination of his or her employment. 14. Independent Contractor Status MHO and PS acknowledge that each is an independent contractor and is not an agent, partner, joint venturer nor employee of the other. Neither shall have the authority to bind or otherwise obligate the other in any manner nor shall either represent to anyone that it has a right to do so. 15. Miscellaneous A. Governing Law. This Agreement shall be governed in all respects by the laws of without regard to provisions regarding choice of laws. B. Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby. C. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with regard to the subjects hereof and thereof. D. Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to the other party; (b) when received if sent by facsimile at the address set forth below; or (c) five (5) business days after deposit in the U.S. mail with first-class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below: If to MHO ____________________________ ___________________________ (Address) Attention: _________________________ If to PS: ___________________________ __________________________ (Address) Attention: ____________________ Each person making a communication hereunder by facsimile shall promptly confirm receipt by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto, but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses by giving the other party written notice of the new address in the manner set forth above. E. No Employment Relationship Created. Nothing in this Agreement shall be deemed to create an employment relationship between any of the Staff Employees and MHO or to make PS and MHO joint employers. In witness whereof, each party to this agreement has caused it to be executed effective the _____ day of ___________, 20_____. _________________________________ _____________________________ Mental Health Organization Professional Staffing