Patronal Substitution Agreement

PATRONAL SUBSTITUTION AGREEMENT

This Patronal Substitution Agreement (the Agreement) is made effective as of by and between:

Original Employer (Transferor): , Address:

Successor Employer (Substitute): , Address:

RECITALS AND PURPOSE

WHEREAS, Original Employer currently employs certain employees and holds obligations, liabilities and contractual responsibilities relating to payroll, benefits and employment records; and

WHEREAS, Successor Employer desires to assume, and Original Employer desires to transfer, the patronal obligations described in this Agreement with respect to the Employees Covered set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

PARTIES AND CONTACTS

EMPLOYEES COVERED AND EMPLOYMENT DETAILS

The parties agree that the following employees are included in the substitution (add additional attachments as necessary):

EMPLOYMENT HISTORY (AT LEAST TWO EMPLOYERS)

EDUCATION

REFERENCES (THREE PROFESSIONAL)

TERMS OF SUBSTITUTION

1. Assumption of Obligations. Successor Employer agrees to assume the patronal obligations related to payroll, withholding, employer-paid taxes, contributions, accrued wages and statutory benefits for Employees Covered from the Effective Date. Original Employer shall deliver accurate payroll and benefits records necessary to effectuate the substitution.

2. Liabilities and Indemnity. Original Employer remains liable for obligations arising prior to the Effective Date unless expressly assumed below. Successor Employer acknowledges and accepts the following assumption treatment:

Successor Employer will assume accrued wages and commissions accrued through the Effective Date.

Successor Employer will assume employer tax liabilities and contributions attributable to periods after the Effective Date.

Successor Employer will honor existing collective bargaining agreements and existing employee seniority for the Employees Covered.

3. Records Transfer. Original Employer shall provide payroll registers, time records, benefit elections, and personnel files for each Employee Covered within days of the Effective Date.

4. Benefits Continuation. To the extent applicable, Successor Employer will offer substantially equivalent health and retirement benefit coverage effective on the Effective Date or the first plan date thereafter. Any employee-paid contributions and enrollment deadlines shall be communicated in writing to affected employees.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the full corporate or organizational power to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement has been duly authorized by all necessary action.

Original Employer further warrants that to the best of its knowledge no unidentified lien, levy or pending action exists against payroll funds or employee records that would impair the ability to transfer obligations described herein.

NOTICES

All notices under this Agreement shall be in writing and delivered to the party contact addresses set forth below or to such other address as either party may specify in writing.

LEGAL DISCLOSURES

At-Will Employment Statement: Nothing in this Agreement shall be deemed to create a contract guaranteeing employment for any definite period of time unless a specific written agreement signed by an authorized representative of the applicable employer expressly states otherwise.

Equal Opportunity Statement: Both parties acknowledge compliance obligations with applicable equal employment opportunity laws and represent that they do not maintain employment practices that discriminate in violation of such laws.

EMPLOYEE CERTIFICATION AND AUTHORIZATION

I, the undersigned employee or employee representative, certify that the employment, education and reference information provided in this form is true and complete to the best of my knowledge. I authorize Original Employer and Successor Employer to contact prior employers and listed references and to obtain relevant employment and benefit records for the purpose of effectuating the substitution and verifying benefit eligibility.

DISPUTE RESOLUTION AND GOVERNING LAW

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between authorized representatives. If unresolved, disputes shall be resolved by binding arbitration in accordance with the arbitration rules agreed by the parties. This Agreement is governed by the substantive laws applicable to the jurisdiction specified by the parties below.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

Sign Now