Staffing Business Document

STAFFING SERVICES AGREEMENT

This Staffing Services Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Provider is engaged in the business of recruiting, screening and supplying temporary and permanent personnel to perform services for third parties; and

WHEREAS, Client desires to procure certain staffing services from Provider from time to time, and Provider desires to provide such services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Scope of Work

Provider will recruit, screen, and place personnel to perform duties described below. Provider shall be responsible for the initial recruitment and basic pre-engagement screening unless otherwise agreed in writing.

Payment Terms

Client shall pay Provider for services rendered in accordance with the rates and schedule below. All amounts are payable in United States dollars unless otherwise agreed.

Hourly Flat fee Contingency/Placement Fee

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on the Start Date set forth below and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breach is not cured within ten (10) days of receipt of notice.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except as necessary to perform this Agreement and subject to confidentiality obligations at least as protective as those herein, and (c) use Confidential Information only to carry out its obligations. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Compliance; Background Checks

Provider represents that it will comply with all applicable employment, labor, tax, immigration, and safety laws in recruiting and supplying personnel. Provider will, as requested by Client and permissible by law, perform background, credential, qualification and reference checks on candidates.

Background checks required:     Drug testing required:

Indemnification and Liability

Provider shall indemnify and hold Client harmless from and against claims, liabilities, losses and expenses arising out of Provider's negligent hiring, willful misconduct, or breach of this Agreement. Client shall indemnify Provider for claims arising from Client's direction, control or negligence in the workplace.

Except for willful misconduct or gross negligence, neither party's aggregate liability for direct damages under this Agreement shall exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Insurance

Provider shall maintain workers' compensation, commercial general liability and employer's liability insurance in amounts consistent with industry standards and shall provide certificates upon reasonable request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement; Amendments

This Agreement, together with any written statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Independent Contractor: Provider and the personnel supplied by Provider shall be independent contractors and not employees, joint venturers, or partners of Client. Provider is solely responsible for wages, taxes, benefits and withholdings for its personnel.

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