Employment Provider Contract

EMPLOYMENT PROVIDER CONTRACT

This Employment Provider Contract (the "Agreement") is entered into as of by and between Client Name: ("Client"), with principal place of business at , and Employment Provider Name: ("Provider"), with principal place of business at .

RECITALS

WHEREAS, Client seeks to obtain temporary, contract, or permanent personnel to perform services in Client's operations; and

WHEREAS, Provider is in the business of recruiting, supplying, and managing individuals to perform labor and professional services and represents that it has the capability and authority to furnish such personnel; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will supply and, where applicable, employ or administer workers for placement with Client.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Placement" means the assignment of a Worker by Provider to perform services for Client pursuant to the terms of this Agreement.

1.2 "Worker" means any individual supplied or hired by Provider to perform services for Client, whether classified for employment, engagement, or otherwise.

2. SCOPE OF SERVICES

Provider shall recruit, screen, and supply Workers to perform the roles and duties described in the order requests submitted by Client. Specific positions, required qualifications, and the expected number of Placements for any assignment shall be set forth in written Placement Orders executed by the parties prior to the commencement of services.

3. PLACEMENT TERMS; WORKER STATUS

3.1 Provider shall use reasonable efforts to verify the qualifications, work eligibility, and references of Workers. Provider's verification shall not relieve Client of Client's obligations to comply with workplace safety, supervision, and site-specific orientation responsibilities.

3.2 Unless otherwise expressly agreed in writing in a Placement Order, Provider shall be the employer of record for Workers for payroll, tax withholding, benefits administration, and workers' compensation purposes. The parties may agree in writing that a specific Worker will be directly employed by Client; such direct employment shall be governed by a separate written agreement and may trigger conversion or placement fees as set forth in Section 5.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in each Placement Order. Fees may include hourly rates, mark-ups, one-time placement fees, and other agreed charges. Provider shall submit invoices that itemize Workers, hours worked, applicable rates, and any agreed expenses.

4.2 Payment is due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONVERSION AND PLACEMENT FEES

If Client hires a Worker supplied by Provider on a permanent or direct-hire basis within days of the Placement, Client shall pay Provider a conversion fee equal to of the Worker’s anticipated first-year total compensation or such other amount as set forth in a Placement Order.

6. CONFIDENTIALITY

6.1 Each party shall keep confidential all nonpublic information obtained from the other party in connection with this Agreement and shall not disclose such information except to its employees or agents who have a need to know and who are bound to confidentiality obligations at least as restrictive as those set forth herein.

6.2 Confidential information shall not include information that is or becomes generally available to the public through no fault of the recipient, or is independently developed by the recipient without use of confidential information of the disclosing party.

7. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that it will comply with applicable employment, tax, immigration, and labor laws in respect of Workers for which it is the employer of record and will maintain accurate payroll and personnel records. Client represents and warrants that it will provide a safe work environment and will comply with all employment-related legal obligations in respect of any Worker it directly employs.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client from and against any claims, liabilities, losses and expenses arising out of Provider’s failure to pay wages, taxes, workers’ compensation, or other employment-related obligations for Workers for whom Provider is the employer of record, except to the extent caused by Client’s gross negligence or willful misconduct.

8.2 Client shall indemnify, defend and hold harmless Provider from and against any claims, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of Client’s instructions, supervision, or direction of Workers, or Client’s failure to comply with applicable laws at Client’s premises.

9. INSURANCE

Provider shall maintain workers’ compensation, employer’s liability, commercial general liability, and, where applicable, professional liability insurance in amounts customary for Provider’s industry. Upon reasonable request, Provider shall furnish certificates of insurance to Client.

10. LIMITATION OF LIABILITY

Neither party shall be liable to the other for consequential, incidental, special, or punitive damages, except for breaches of confidentiality, willful misconduct, or indemnification obligations. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state, and local laws, statutes, regulations, and ordinances in performing its obligations under this Agreement, including but not limited to employment, labor, immigration, tax, and health and safety laws.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth in the opening paragraph or to such other address as either party may designate by written notice to the other.

13. AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless made in writing and executed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Placement Orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including facsimile or electronic image, shall be binding.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Any provision that by its nature survives termination or expiration of this Agreement shall so survive, including but not limited to Sections 6 (Confidentiality), 8 (Indemnification), 10 (Limitation of Liability), and 14 (Entire Agreement; Severability).

SIGNATURES

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