Employment Supplier Terms

EMPLOYMENT SUPPLIER TERMS

Parties and Effective Date

This Agreement is entered into between:

Effective Date:

Recitals and Definitions

The Client engages the Supplier to provide temporary or permanent candidates and staffing services, and the Supplier agrees to provide such personnel under the terms of this Agreement. For purposes of this Agreement: "Worker" means any individual supplied by Supplier to perform services for Client; "Assignment" means the period during which a Worker performs services for Client at Client direction.

Scope of Services

Supplier shall identify, recruit, screen and present Workers to Client in accordance with Client requirements. Supplier will supply qualified candidates, coordinate interviews, and, upon selection, supply Workers for Assignments. Supplier remains responsible for payroll, withholding, benefits and employment law compliance with respect to its Workers.

Candidate Submission & Onboarding Data (Template)

Supplier shall provide the following candidate details for each Worker prior to commencement of an Assignment.

Phone:     Email:

Position Information

Reporting Manager:    Anticipated Start Date:

Employment History (Minimum two employers)

Title:     Dates Employed: From to

Title:     Dates Employed: From to

Education

References (Three Professional)

Phone:    Email:

Phone:    Email:

Phone:    Email:

Fees, Invoicing and Payment

Supplier shall invoice Client for fees in accordance with agreed rates. Invoices shall include Worker name, Assignment dates, hours worked (where applicable), and any pre-approved expenses. Client will pay undisputed amounts within days of the invoice date. Late payments will accrue interest at .

Taxes, Benefits and Employment Status

Supplier is solely responsible for payment of wages, taxes, benefits and withholdings for its Workers. Supplier warrants that Workers supplied under this Agreement are employees or contractors of Supplier as declared to Client, and shall not represent or hold themselves out as employees of Client. Client shall have no obligation to provide payroll-related benefits unless agreed in writing.

Background Checks, Eligibility and Compliance

Supplier shall conduct and document all pre-employment screening, including identity verification, right to work verification, criminal background checks (where permitted by law), and any drug screening required by Client. Supplier will provide results or certification upon request and will not assign any Worker who fails required checks.

Background checks required: Criminal background    Drug screen    Education verification

Warranties and Representations

Supplier represents and warrants that: (a) it has the right and capacity to enter into and perform this Agreement; (b) all Workers provided are suitably qualified and, to the best of Supplier's knowledge, fit for the Assignment; (c) Supplier will comply with all applicable laws, statutes and regulations in the performance of services; and (d) all information furnished to Client regarding Workers is truthful and accurate.

Confidentiality and Data Protection

Each party shall protect the other's Confidential Information and shall not disclose it to third parties except as required to perform this Agreement or by law. Confidential Information includes, without limitation, business plans, client lists, pricing, and personal data of Workers. Supplier shall comply with applicable data protection laws in handling Worker personal data and shall process Client data only on Client's documented instructions.

Intellectual Property

To the extent any Worker or Supplier creates work product for Client in the course of an Assignment, Supplier hereby assigns to Client all right, title and interest in such work product and will obtain written assignments from Workers where necessary. Client will be granted a perpetual, worldwide, royalty-free license to any Supplier pre-existing materials incorporated into deliverables to the extent necessary to use the deliverables.

Liability, Insurance and Indemnity

Supplier shall maintain at its expense commercial general liability, workers' compensation, and employer liability insurance in amounts customarily required for the services and a minimum of $1,000,000 per occurrence unless otherwise agreed. Supplier shall indemnify, defend and hold harmless Client, its officers and employees from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Supplier's negligence, willful misconduct, or breach of this Agreement.

Non-Solicitation and Conversion

During the term of this Agreement and for months following termination, Client shall not directly employ or engage a Worker supplied by Supplier without paying a conversion fee equal to . The parties may agree in writing to waive such fee.

Term, Termination and Effects

This Agreement remains in effect from the Effective Date until terminated by either party upon thirty (30) days' written notice. Either party may terminate immediately for material breach that is not cured within ten (10) days of written notice, for insolvency, or for actions that create immediate risk to persons or property. Upon termination, Client shall pay Supplier for all Services rendered and pre-approved expenses incurred through the termination date.

Audit and Records

Client or its designated representative may, upon reasonable notice and during normal business hours, audit Supplier's records solely to verify compliance with billing, wage and statutory obligations related to Assignments under this Agreement. Supplier will retain records for a period of three (3) years following performance of the services.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts of the jurisdiction selected below as the parties may elect in writing.

Miscellaneous

Force majeure: neither party is liable for delay or failure to perform caused by events beyond reasonable control. Entire agreement: this Agreement, together with any written attachments, constitutes the entire agreement between the parties and supersedes prior negotiations. Amendments must be in writing and signed by authorized representatives. If any provision is held invalid, the remainder remains effective.

Applicant Certification & Authorization

By providing candidate information above, Supplier certifies that all information is true, accurate and complete to the best of its knowledge. Supplier authorizes Client and Supplier to contact prior employers and references and to obtain background information and verification of qualifications necessary to evaluate Worker suitability.

Supplier acknowledges that falsification or omission of material facts may result in withdrawal of a candidate or termination of this Agreement.

Execution

The individuals signing below represent and warrant they are authorized to bind their respective parties to this Agreement.

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