Model Temporary Agency Client Agreement

This STAFFING AGREEMENT is entered into this day of , 20, by and between d/b/a , located at (hereinafter "") and , whose address is (hereinafter referred to as "Client").

1) Scope of Services: Agency shall use reasonable efforts to supply Client the services of consultants and temporary employees on a contract basis to perform the following service(s):

2) Selection and Background Checks: Agency shall recruit, interview, test, screen and orient all consultants and temporary employees to be assigned to Client's facility prior to their assignment. If Client has specific skills requirements, Agency requests that they be notified of the same in writing. Agency will not be responsible for conducting specific investigative background checks unless notified of said requirement by Client. Agency will conduct ordinary background checks of past employment and education, but will not conduct specific background checks into criminal background, credit history, or driving record, or any other specific back-ground unless specifically requested and paid for by Client.

3) Substance Abuse Testing: Agency will not be responsible for substance abuse testing prior to placement of a consultant or temporary employee. If the Client has a specific request that Agency arrange for substance abuse testing, or obtain the appropriate release and consent forms from the consultants or temporary employees for such testing, Agency will do so upon reasonable notification and at reasonable cost to client.

4) Payroll/Compensation/Time Records/Invoices: Agency assumes full responsibility for paying consultants and temporary employees, withholding and transmitting payroll taxes, making unemployment contributions, and responding to claims for unemployment and workers compensation proceedings involving their consultants. Consultants and temporary employees shall not be treated as employees of Client for any reason, including for purposes of holidays, vacations, disability, insurance, pensions or other employee benefits offered or provided by the Client.

Consultants and temporary employees shall present time records to Client on a weekly basis for verification and/or signature regarding hours worked through the end of each period. Client shall be billed on a weekly basis for the total hours worked. Because Agency invoices represent payroll already paid, invoices are due upon receipt. Invoices unpaid after ten days will gain interest at the rate of one percent (1%) per month. In the event a portion of any invoice is disputed, the undisputed portion shall be paid when due and owing Client agrees to reimburse Agency for any overtime payments that Agency pays to its consultants or temporary employees assigned to the Client.

5) Employment Status: All consultants are independent contractors to Agency and are not, and shall not be deemed to be, employees or independent contractors of Client. Agency maintains an independent contractor with its consultants and the Client. All temporary employees are deemed employees of the Agency.

6) Insurance: Agency shall maintain the following policies of insurance covering all consultants or temporary employees furnished by Agency to Client during the terms of this Agreement:

i) Workers compensation [and employers liability] insurance as required by law;

ii) Comprehensive general liability (bodily injury and property damage) insurance in an amount not less than $1,000,000 per occurrence; and

iii) A fidelity bond in an amount not less than $1,000,000.

The insurance furnished by Agency does not cover losses, damages or liability caused by the operation of Client's industrial, technical or automotive equipment. Consultants and temporary employees are not authorized to operate industrial, technical or automotive equipment without prior consent. Client accepts full responsibility for any and all bodily injury, property damage, fire, theft, collision, or public liability damage claims, which may be caused as a result of a consultant operating industrial or technical equipment or driving a vehicle on Client's behalf.

7) Limitation on Duties: Client agrees that it will not entrust consultants or temporary employees with unattended premises, cash, checks, negotiable instruments, or other valuables without the written agreement of Agency, and then only under Client's direct supervision. Client will not require consultant or temporary employee to engage in any illegal, unethical or hazardous duties.

8) Place of Assignment: Client shall, at its own cost, provide such workspace, supplies, equipment, hardware and software as are reasonably required for each assignment. Client shall also be responsible to provide to consultants and temporary employees such day to day guidance, assistance and other information as is necessary for the successful and timely completion of each assignment. Client shall provide consultants with a safe work place in compliance with OSHA and State safety and ergonomic requirements.

9) Confidentiality/Intellectual Properties:

i) Client's Confidential Information: Agency acknowledges that its staff, employees and consultants may be given access to or acquire information, which is proprietary to or confidential to Client or to affiliated companies and their customers. Any and all such information obtained by Agency, its staff, employees and consultants shall be deemed to be confidential and proprietary information. Agency agrees to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing of services to Client. Agency agrees to advise each of its staff, employees and consultants of their obligations to keep such information confidential, and to require consultants to enter into confidentiality agreements for the protection of Client. The term confidential information shall not include information that is or becomes generally available to the public other than as a result of disclosure by Agency, or becomes available to Agency on a non-confidential basis from a source other than the Client. If Client has any specific concerns regarding intellectual property, confidentiality or trade secrets, Client shall make said concerns known to Agency in writing. Agency will have consultant and temporary employees sign a reasonable confidentiality agreement prepared by the Client.

ii) Work For Hire: Except as otherwise required by law, Agency agrees that any inventions, works of authorship or other intellectual property, including, but not limited to, source code and documentation, conceived, developed, originated, fixed or reduced to practice by consultant, or on a consultant's direction, during consultant's assignment to Client, shall be the sole and complete property of Client, whether as a work made for hire or otherwise. Agency and its consultants hereby assign and convey their entire right, title and interest to any and all resulting copyrights, patents, and trade secrets to Client or to its customers, as the case may be.

10) Guarantee: Agency strives to provide excellence service to its clients. If for any reason Client is dissatisfied with a particular individual assigned, Agency will remove such person immediately upon written request and replace them as soon as reasonably practical. If Client notifies Agency of its dissatisfaction prior to the conclusion of an individual's third day of work, Agency will not charge Client for the first 24 hours of services provided. This guarantee is in lieu of all other guarantees or warranties, expressed or implied.

11) No Warranty/Limitations on Liability: Agency makes no expressed or implied warranty, including, but not limited to, any warranty of quality, performance, merchantability of fitness for any purpose, with respect to any services performed or any goods, including, but not limited to, software or other proprietary property developed hereunder. In no event shall Agency be liable to Client or any other party for any damages, expenses, liabilities, fees, or losses ("losses") arising as a result of this Agreement, or the services provided hereunder, whether for work performed, goods or services developed, or otherwise, which are in the aggregate in excess of the applicable amount of fees actually paid to Agency by Client with respect to the assignment resulting in such losses. In no event shall Agency be liable to Client or any party for any incidental, indirect or consequential losses (including, but not limited to, lost profits or lost data) arising from or related to any services performed or goods developed pursuant to this Agreement. All claims must be delivered in writing to Agency within 60 days after the termination of the applicable assignment with Client.

12) Mutual Non-Solicitation: Except as provided by this Agreement, Client and its divisions, parents, subsidiaries, affiliates and successors-assignees, will not hire or offer employment to, or otherwise directly or indirectly use the services of, on a full time, part time, or temporary basis, any consultant or temporary employee who has been assigned to Client, or any prospective consultant who has been interviewed by Client as a result of an introduction from, or recommendation by, Agency, until the expiration of [six months] after the termination of the most recent assignment or of such introductions, recommendations or interviews. In the event that Client provides the services of or introduces any consultant or temporary employee to any third party during the course of any assignment, Client shall obtain the agreement of such third party to the foregoing and shall be responsible to Agency for any breach thereof.

13) No Payroll Transfers: Client acknowledges that Agency has incurred substantial recruitment, screening, training, administrative and marketing expenses with respect to the consultants and that the identity, telephone number, address, skills, qualifications, preferences, and work history of the consultant or temporary employee constitutes the trade secrets of Agency. Accordingly, Client agrees not to directly or indirectly utilize, offer to hire, hire, or engage as an independent contractor or freelancer any consultant or temporary employee assigned to Client by Agency during any such assignment and for a period of six months after completion of such assignment except through Agency. Client also agrees not to permit or cause such consultant to work on Client's premises or for Client through any other firm or while on the payroll of any other firm for a like period without the express prior written consent of Agency. Client shall immediately notify Agency of the completion or termination of a consultant's or temporary employee’s assignment. If Client violates this paragraph, Client promises to pay service as liquidated damages and not as a penalty, the sum of Three Thousand Dollars ($3,000) for each consultant or temporary employee or twenty five percent (25%) of each consultant's or temporary employee’s annualized compensation, fees, or other payment by Client, whichever sum is greater.

14) Negotiated Payroll Transfer: Notwithstanding any other provision of this Agreement, if Client terminates this Agreement or notifies Agency of its intent to terminate this Agreement, and Client desires to have all or some of the consultants continue to work at Client's facilities, Client shall have two options, as follows:

i) To pay Agency the sum of $ as a conversion fee for each such consultant or temporary employee who is engaged by Client as an independent contractor or hired directly by Client or placed on Client's payroll, or that of an affiliated client, firm or person; or

ii) To compensate Agency for such consultant temporary employee at the billing rate in effect at the time of the termination of the agreement, as long as the consultant or temporary employee remains working at the Client's facility, and for any new assignments consultant or temporary employee performs for Client for a period of six months following the termination of this Agreement; or

iii) Client shall notify Agency as to which of these options it elects, in writing, at least ten days prior to the date it intends to comply with subparagraph (a) or (b) above, and to make such payments as may be required as soon as practicable there under, but in no event less than 30 days from the date the Agreement is terminated. Client may elect either option (a) or (b) above for all or any of the consultants in its discretion. If Client fails to timely notify Agency, then it shall be deemed to have opted option (b).

15) Termination: This Agreement and/or any work schedule may be terminated by either party upon reasonable notice to the other in writing. If a change of consultant or temporary employee on any assignment is required due to circumstances beyond the control of Agency, then Agency shall use reasonable efforts to replace such consultant or temporary employee as quickly as possible to Client's satisfaction.

16) Government Contracts: Client agrees to notify Agency immediately whenever any consultant or temporary employee performs any work under a government contract, and agrees to pay pro rata a price differential to reflect the higher wages that may be due such an employee by reason of any government contract, law or the contract specifications.

17) Equal Employment Opportunity: Client acknowledges that Agency is an equal employment opportunity employer and agrees that it shall not harass, discriminate against or retaliate against any consultant or temporary employee because of his or her race, national origin, age, sex, disability, marital status or other category protected by law, nor shall Client cause or request Agency to engage in such prohibited activity. Furthermore, Client acknowledges that it shall take all reasonable steps necessary to prevent the discrimination, sexual harassment or violation of any other legal obligation of any consultants or temporary employee’s within Client's work environment. Client agrees to immediately notify Agency in writing of any complaints tendered by a consultant or temporary employee related to work conditions or any complaints filed about the consultant or temporary employee related to work conditions, including, but not limited, potential legal or ethical violations.

18) Arbitration: Client and Agency agree that any dispute arising under the terms and conditions of this Agreement or concerning the respective rights or obligations hereunder of the parties shall be settled and determined by arbitration before the American Arbitration Association in accordance with its rules for commercial disputes. The arbitrators shall have the power to award specific performance or injunctive relief and reasonable attorney's fees and expenses to any party in any such arbitration. However, in any arbitration proceeding arising under this Agreement, the arbitration shall not have the power to change, modify or alter any expressed condition, term or provision of this Agreement, and to that extent, the scope of their authority is limited. The arbitration award shall be final and binding upon the parties and the judgment thereon may be entered in any court having jurisdiction thereof.

19) Injunctive Relief: To prevent irreparable harm to the parties, strict compliance with this Agreement is imperative. Notwithstanding paragraph 18 above regarding arbitration, the parties retain their right to seek injunctive relief in a court of competent jurisdiction in the event of a breach, or threatened breach, of such Agreement, and both parties waive any requirement that a bond be posted as a condition to any injunctive relief.

20) Entirety of Agreement: This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement.

21) No Partnership or Joint Venture Relationship: Nothing in this Agreement shall be construed as creating a partnership, joint venture or other relationship other than an independent contractor relationship between the Client and Agency.

22) Notices in Writing: All notices given under this Agreement shall be in writing to the addresses set forth at the beginning of this agreement. Any change of address shall be presented in writing and is effective 10 days after receipt.

23) No Waiver: No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.

24) Jurisdiction and Venue: This Agreement shall be governed by, and construed under, the laws of the State of . Jurisdiction and venue for all purposes shall be in the County of , State of .

25) Execution in Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one in the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall effect the meaning or interpretation of this Agreement.

Executed this day of , 20 at .