Employee Lease Agreement

Employee Lease Agreement

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessee whose Federal Tax Identification Number is .

Whereas, Lessor is in the business of leasing employees to businesses and medical clinics; and

Whereas, Lessee desires to lease certain employees of Lessor to ; and

Whereas, Lessor desires to lease one or more of its employees to the Lessee on the terms and conditions herein contained;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Lease of Employees; Term of Lease Period

Commencing on the , Lessee shall lease from Lessor certain of Lessor’s employees listed in Exhibit A attached hereto and made a part hereof (the Leased Employees) in accordance with the terms and conditions set forth herein. This Agreement shall continue in force and effect until , unless otherwise terminated by either party pursuant to Section 6-H herein.

2. Obligations of LESSOR

A. Supplying and Supervising of Personnel

Lessor shall lease the Leased Employees to the Lessee in accordance with Lessee’s expressed needs. Lessor reserves the right to hire or refuse to hire any person making application to Lessor for employment, whether or not referred by Lessee, provided such refusal does not violate Sections 4-A and 4-D of this Agreement.

B. Payroll

Lessor shall be responsible for the payment, processing and issuance of the Leased Employees’ paychecks. The payroll of the Leased Employees, including any and all associated taxes, insurance and other expenses shall be reimbursed by the Lessee to Lessor.

C. Payroll Taxes

Lessor shall be responsible for withholding and payment of all payroll taxes including income tax, social security tax, unemployment contribution and other payroll taxes as may be required under State and Federal laws with respect to the Leased Employees. As to such payroll taxes, Lessor shall prepare and timely file with the proper governmental agencies or authorities all required returns and reports. Lessor hereby agrees to comply with its obligations stated herein.

D. Worker’s Compensation Insurance

1. Lessor shall obtain and provide all necessary and legally required Workers’ Compensation insurance for the Leased Employees as an expense of the Lessee, and shall manage any worker’s compensation claims related to the Leased Employees. Lessor shall furnish to the Lessee a Certificate of Insurance evidencing the issuance to Lessor and maintenance of Lessor’s policies providing such coverage.

2. Lessee shall notify Lessor immediately upon becoming aware of any injury that may result in a worker’s compensation claim, and agrees to allow Lessor to administer or otherwise manage such claims. Claim management and administration of such claims shall be the responsibility of Lessor with the Lessee providing assistance as requested by Lessor.

3. If Lessee so chooses, it can continue working with its own worker’s compensation carrier. Lessor will agree to collect and submit worker’s compensation payments to Lessee’s insurance carrier as often as required. Lessor will assist Lessee and insurance carrier with payroll audits to ensure accuracy of premium payments. Any additional premiums or refunds would be determined by the method chosen by the Lessee. Lessee shall provide Lessor with a certificate of coverage. If Lessee maintains its own worker’s compensation insurance, Lessee will be responsible for reporting all injuries to its insurance carrier.

E. Medical Insurance

All Leased Employees shall be eligible to procure medical insurance through a group plan provided by Lessor unless disqualified by the insurer or unless insurance is otherwise made available. The cost of the Leased Employee’s medical insurance shall be allocated to the Lessee as an expense of the Business of Lessee. The provisions of this schedule will be reviewed and may be changed following the changes in insurance requirements or cost. The Lessee will determine the eligibility date of coverage for its Leased Employees.

3. Obligations of Lessee

A. Employee Information

For all former employees of Lessee that Lessee refers to Lessor for possible employment, Lessee shall allow Lessor to obtain information and documentation regarding such former employees, including, but not limited to, applications, W-4 forms, 1-9 Forms, cafeteria plan election forms, and information regarding each employee's job class, rate of pay, legally required withholdings and deductions.

B. Lease Payment

At the end of each work week, but in no event less than seventy-two (72) hours prior to the date upon which Lessor is obligated to issue payroll to the Leased Employees covered hereby, Lessee agrees to provide any information not already in Lessor’s possession that may be necessary to calculate each employee's compensation, taxes and other deductions. Lessor shall send to the Lessee on a monthly basis an invoice for the Lessor of the employee's compensation, together with all other expenses allocable to Lessee pursuant to this Agreement such as income taxes, social security and insurance.

C. Liability Insurance

Lessee shall obtain and maintain in full force and effect during the term of the Agreement in limits not less than $1,000,000 per occurrence, comprehensive general liability and professional liability insurance with respect to the use or operation of Lessee’s Business and all equipment or property owned, possessed, transported or leased by Lessee for use in the Lessee’s Business, and Lessee shall assume full liability to the public for the use or operation thereof. If operating motor vehicles, Lessee shall maintain all insurance, as well as property damage/auto liability coverage, at limits as is customary is the business or practice of Lessee. Lessee shall have Lessor named as an additional insured on all such liability policies.

D. Lessor of Regulatory Compliance

Except as otherwise specified herein, as between Lessor and Lessee, Lessee shall bear the Lessor and expenses relating to keeping the work environment and equipment in compliance with any and all federal, state, and local laws and regulations.

4. Obligations of Both Parties

A. Regulatory Compliance

Lessor and Lessee shall comply with all federal, state and local employment laws and regulations.

B. Unlawful Acts

Neither party hereto shall require any employee leased hereunder to do any lawful act.

C. Withholding Not Permitted

Neither party shall make or effect any deduction or withholding from the pay of any employee leased hereunder except for deduction or withholdings required or permitted by law and except for any deduction or withholding to which the employee consents by a signed writing which specifies the reason for, date of, and amount of such deduction or withholding. This provision shall not apply to any applicable per diem related adjustments.

D. Discrimination

The parties agree that as to employment covered by this Agreement, there will be no unlawful discrimination against any employee or applicant on the basis of age, race, creed, religion, sex, color, national origin, handicap, veteran status, union affiliation, actual or perceived disability of employee or applicant or family member thereof or any other similar legally protected status.

E. Cooperation in Defense

The parties agree to cooperate in the defense of any claim brought against either or both of the parties on the basis of the relationship created by the parties hereunder. However, this provision shall in no way alter the responsibilities of each party as otherwise set forth herein.

F. Employee Notification

Upon inception or termination of this Agreement, Lessor and Lessee shall immediately inform the employees leased hereunder of the status of the relationship of the parties hereto.

G. Termination of a Specific Employee Lease

Lessor shall have the exclusive right to terminate employees covered by this Agreement. Immediately upon notice from Lessee of its decision to no longer lease any specific Lessor employee, Lessee shall provide notice to Lessor’s operations department, listing by name, social security number and reason for its decision. Immediately upon termination of any employee by Lessor for any reason, Lessor shall provide notice to Lessee's operation department listing the name, social security number and reason for termination of such employee.

H. Non-Solicitation and No-Hire Covenant

The Lessee understands and agrees that Lessor will expend significant time and resources in recruiting, qualifying, hiring, training and supervising the Leased Employees. In recognition thereof, and to ensure Lessor continues such efforts, the Lessee hereby agrees that during the term of this Agreement, and for a period of two (2) years following the termination of this Agreement pursuant to Section 6-H, that it will not, directly or indirectly, by, as or through any affiliate or related companies, employees, officers, directors, members, or owners, solicit to hire, or in any way engage, contract or hire, the Leased Employees listed on Exhibit A hereto.

5. Indemnifications

A. Indemnification for Matters relating to Persons who are not Employees of Lessee.

Lessor shall assume complete and exclusive responsibility for all matters pertaining to all persons hired by Lessor including, but not limited to, those leased to Lessee. Lessor shall indemnify Lessee from and against damages directly resulting from claims or demands of such persons.

B. Indemnification for matters relating to Persons who are not Employees of Lessor

Lessee shall assume complete and exclusive responsibility for all matters pertaining to the following categories of persons: all persons (a) hired by Lessee and (b) on Lessee's payroll. Lessee shall unconditionally indemnify Lessor, its agents, shareholders, officers, directors, assigns, and representatives, for and hold them harmless from and against any claims, expenses, fees, settlements, judgments, losses or damages of whatsoever nature incurred as a result of or arising from claims or demands relating to such persons.

C. Indemnification for Employee Benefit Matter

Each party shall assume complete and exclusive responsibility for all matters including, but not limited to, ERISA, tax and COBRA matters, pertaining to employee welfare or benefit plans sponsored, offered, or administered by such party. Each party shall unconditionally indemnify the other party, its agents, shareholders, officers, directors, assigns and representatives for and hold them harmless from and against any and all claims, expenses, fees, settlements, judgments, losses or damages of whatsoever nature, incurred as a result of or arising from claims or demands relating to such plans.

D. Indemnification of Certain Payroll Deductions

Lessee acknowledges and agrees that certain non-tax related deductions recorded on employee check stubs, including deductions for Lessee sponsored benefit plans, or certain advances, are for monies due from the employee to Lessee. Such deductions will be noted on the invoice submitted by Lessor to Lessee and will be reimbursed to Lessee by deducting them from the gross amount due Lessor by Lessee. Lessee is solely and exclusively responsible for such monies. Lessee further agrees to provide certified proof to Lessor upon request by Lessor that such monies are properly maintained and remitted to the appropriate persons or entities at the appropriate times or otherwise demonstrated, to the satisfaction of Lessor, that Lessee has maintained, deposited or remitted said monies to the appropriate persons or entities at the appropriate times. Lessee shall unconditionally indemnify Lessor, its agents, shareholders, non-leased employees, officers, directors, assigns, insurers and representatives for and hold them harmless from and against any claims, expenses, fees, settlements, judgments, losses or damages or whatever nature incurred as a result of or arising from claims or demands relating to such monies.

E. Indemnification for Acts or Omissions of Lessee

Lessee agrees that it shall indemnify Lessor for any of Lessee's, or it agents, acts or omissions that result in damages, cost or expenses for which Lessor is or may be held liable. Such indemnification shall include reimbursement to Lessor of all Lessor’s expenditures and prepayment of all expenditures reasonably expected to be incurred by Lessor.

6. General Provisions

A. Independent Contractor Relationship

Lessor shall be an independent contractor of Lessee and shall not be its principal, director, agent, master, servant, employer or employee.

B. Third Party Beneficiaries

The parties acknowledge and agree that no parties other than the parties hereto are intended to benefit hereunder.

C. Direction and Control of Employees

With the advice and counsel of the Lessee, Lessor shall have the right to direct, control, discipline, terminate, promote, set wages for, reassign and reward each of the employees it leases to Lessee. Such actions will be governed by Lessor’s Employee Handbook.

D. Condition for becoming Employee of Lessor

No person shall become an employee of Lessor until Lessor corporate headquarters has received such person's signed and completed application, 1-9 and W-4 forms, payroll data and payment according to the rate assigned to such person. The Lessee may not separately negotiate or enter into any agreement with the Leased Employees during the term of this Agreement and for a period of two (2) years following this Agreement.

E. Benefit or Welfare Plan

Lessee acknowledges that Lessor has an employee welfare plan available for its employees. If Lessee does not desire the employees leased hereunder to enroll in such plan, it acknowledges that Lessor will not offer enrollment to any of the employees leased hereunder.

F. Limitation of Services

Lessor will only provide those services specified herein and no other services shall be provided or implied, including without limitation, any strategic, operational or other business-related decisions with regard to Lessee’s business. The Lessee will provide any and all equipment required by the Leased Employees.

G. Right to Inspect Premises

Lessor or agents of Lessor shall have the right but not the obligation to inspect the premises of Lessee at mutually agreeable times upon request (but in any event within three business days of such request) to make recommendations pertaining to job safety. It is agreed and understood that Lessor, in either inspecting or not inspecting the Lessee premises for safety purposes, assumes neither liability nor responsibility for any unsafe working condition, which may exist. Should Lessee fail to comply with any recommendations pertaining to job safety made by Lessor, such failure shall constitute grounds for immediate termination of this Agreement.

H. Termination

1. Either Lessor or Lessee may immediately terminate this Agreement in the event of breach by the other of any of the terms of this Agreement. In addition, Lessor may immediately terminate this Agreement if it, in its sole discretion, determines that a material adverse change has occurred in the financial condition of Lessee, or that Lessee is unable to pay its debts as they become due in the ordinary course of business. Lessee agrees to notify Lessor of its insolvency or its intention to file bankruptcy or close its business.

2. The obligation of either party to notify, defend and save harmless the other under the terms of this Agreement shall continue after the termination hereof with respect to events occurring prior to such termination.

3. Upon the termination hereof by either party, both parties agree to promptly surrender and return to the other party any and all certificates or binders of insurance previously received from the other party.

I. Business Interruption

Neither party shall be liable to the other for any loss of business or any other damage, including but not limited to, profits, good will, special, incidental or consequential damage, which results from performance of each party's obligations hereunder.

7. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

8. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

9. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

10. Notices

Unless herein otherwise provided, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

11. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

12. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

14. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

15. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

16. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

17. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

EXHIBIT A

Leased Employees

1.

2.

3.

4.

(Acknowledgment form may vary by state)

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named , who acknowledged that he is of , a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

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NOTARY PUBLIC

My Commission Expires:

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STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named , who acknowledged that he is of , a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

________________________________

NOTARY PUBLIC

My Commission Expires:

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