GENERAL STAFFING AGREEMENT

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Agreements
May 10, 2023

GENERAL STAFFING AGREEMENT

VIRTUOUS NURSES CORP with its principal office located at ____________________________

and ___________________(hereinafter “THE COMPANY”) with its principal office located at ________________________________.

VIRTUOUS NURSES CORP’s Duties and Responsibilities

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THE COMPANY’s Duties and Responsibilities

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express prior written approval; and

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Payment Terms, Bill Rates and Fees

  • THE COMPANY will pay VIRTUOUS NURSES CORP for its performance at the rates set forth on Exhibit A and will also pay any additional costs or fees set forth in this Agreement. VIRTUOUS NURSES CORP will invoice THE COMPANY for services provided under this Agreement on a seven day basis. Payment is due on receipt of invoice. Invoices will be supported by the pertinent time sheets or other  agreed system for documenting time worked by the Assigned Employees. THE COMPANY’s signature or other  agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes VIRTUOUS NURSES CORP to bill THE COMPANY for those  hours. If a portion of any invoice is disputed, THE COMPANY will pay the undisputed portion.
  • Assigned Employees are presumed to be non-exempt from laws requiring premium pay for overtime, holiday work, or weekend work. VIRTUOUS NURSES CORP will charge THE COMPANY special rates for premium work time only when an Assigned Employee’s work on assignment to THE COMPANY, viewed by itself, would legally require premium pay and THE COMPANY has authorized, directed, or allowed                                 the Assigned Employee to work such premium work time. THE COMPANY’s special billing rate for premium                                  hours will be the same multiple of the regular billing rate as VIRTUOUS NURSES CORP is required to apply to the Assigned Employee’s regular pay rate. (For example, when federal law requires 150%                               of pay for work exceeding 40 hours in a week, THE COMPANY will be billed at 150% of the regular bill rate.)
  • If THE COMPANY uses the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person or firm other than VIRTUOUS NURSES CORP during of within 120 days after any assignment of the Assigned Employee to THE COMPANY from VIRTUOUS NURSES CORP, see Exhibit A for buy out of independent contractor from VIRTUOUS NURSES CORP.

Confidential Information

  • Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of THE COMPANY’s confidential information will be imputed to VIRTUOUS NURSES CORP as a result of Assigned                    Employees’ access to such information.

Cooperation

  • The parties agree to the cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees.

Indemnification and Limitation of Liability

  • To the extent permitted by law, VIRTUOUS NURSES CORP will defend, indemnify, and hold THE COMPANY and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by VIRTUOUS NURSES CORP’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or negligence, gross negligence, or willful misconduct of VIRTUOUS NURSES CORP or VIRTUOUS NURSES CORP’s officers, employees, or authorized agents in the discharge of those duties and responsibilities. Notwithstanding anything herein,. VIRTUOUS NURSES CORP shall further indemnify and hold harmless the THE COMPANY, its owners, members, agents and employees from and against any and all claims, including attorneys’ fees, incurred, or otherwise against the THE COMPANY for wages, vacation pay, sick pay, retirement benefits, workers compensation benefits, benefits under the Families First Coronavirus Response Act or the Emergency Family Medical Leave Act, or any other employee benefits of any kind, along with any claims for damages related to the becoming infected with or succumbing to COVID-19, which are brought forth by VIRTUOUS NURSES CORP’s employees, or agents of VIRTUOUS NURSES CORP.
  • To the extent permitted by law, THE COMPANY will defend, indemnify, and hold VIRTUOUS NURSES CORP and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by THE COMPANY’s officers, employees, or authorized agents in the discharge of duties and responsibilities.
  • Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive or lost profit damages that arise in connection with this

Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.

  1. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within 2 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.
  2. The provisions in paragraphs 9 through 13 of this Agreement constitute the complete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.

Miscellaneous

  1. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
  2. No provision of this Agreement may be amended or waived unless agreed to, in writing, signed by the parties involved.
  3. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
  4. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.
  5. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors and assigns.
  6. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
  7. THE COMPANY will not transfer or assign this Agreement without VIRTUOUS NURSES CORP written consent.
  8. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement.
  9. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the non performing party.
  10. Non-Solicitation. VIRTUOUS NURSES CORP, its agents, and employees, shall not employ or solicit for employment THE COMPANY’s employees directly or indirectly for a period of one hundred eighty

(180) days from termination of this agreement. This term shall survive the termination of this agreement.

  • Rates. Any rates stated within or attached to the agreement shall not change without the signed mutual consent of both parties hereto in the form of a written amendment. Further, in no instance shall rates exceed those set out by Massachusetts or Federal law, including, but not limited to, emergency orders.
  • Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. The term, “Prevailing Party” shall include, without limitation, a Party who substantially obtains or defeats the relief sought, as the case may be, whether by

compromise, settlement, judgment, or the abandonment by the other Party of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. This term shall survive the termination of this agreement.

  • Exclusion. VIRTUOUS NURSES CORP represents and warrants to THE COMPANY that (1) neither it, nor any of its employees or owners appear on any state or federal reimbursement exclusion list at the time of signing this agreement; (2) it regularly checks said list for compliance; and (3) it will immediately notify THE COMPANY in the event that it, an employee, or an owner appear on said list. If, during the term of this Agreement, VIRTUOUS NURSES CORP (its owner, agent or employee) is barred, suspended or excluded from any such program, or is being investigated for anything that could lead to such exclusion, VIRTUOUS NURSES CORP shall immediately notify THE COMPANY in writing of such action and THE COMPANY shall have the right to immediately terminate this Agreement.
  • Equal Employment Opportunity. VIRTUOUS NURSES CORP warrants and represents that it is an Equal Employment Opportunity employer that provides equal employment opportunities, including all terms and conditions of employment, to all employees and applicants without regard to race, color, religion, national  origin, sex, age, disability or covered veteran status in accordance with applicable federal, state and local law.
  • HIPAA, HITECH and MA Privacy Law. Each party agrees that it will comply in all material respects with all state and federal laws applicable to privacy, security and electronic transactions including without limitation, regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, the HITECH Act and Massachusetts Privacy Law. To this end, the parties shall enter into and maintain a Massachusetts and Federally compliant Business Associate Agreement for the term of this contract.
  • Anti-Kickback. The parties confirm that it is not their intention to violate public policy or any laws and that if any part of this Agreement is in violation thereof, the parties shall amend the Agreement to remedy the violation, but also to provide each party so far as possible, with the benefits conferred upon it by any part of this Agreement which may have been in violation. In compliance with 42 USC §1320a-7b(B), neither party has offered nor given to the other or its agents any remuneration or thing of value to encourage referral of the services contemplated hereunder.
  • Independent Contractors. The relationship between the parties shall only be that of independent contractors. Nothing in this Agreement, directly or indirectly, shall be deemed or construed as creating an employee/employer, VIRTUOUS NURSES CORP, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

                  Term of Agreement

  • This Agreement will be for a term of 1 year from the first date on which both parties have executed it. The Agreement may be terminated by either party upon 7 days written notice to the other party, except that, if a party becomes bankrupt of insolvent, discontinued operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 72 hours written notice.

Authorized representatives of the parties have executed this Agreement below to express parties’ agreement to its terms.

X________________________________                                                              X_______________________________

Signature for Virtuous Nurses Corp                                                                         Signature for the Company

 ________________________________                                                                  ______________________________________

Printed name                                                                                                                    Printed name

________________________________                                                                   ______________________________________

 Title (Chief Operating Officer)                                                                                  Title

_________________________________                                                                ______________________________________

Date                                                                                                                                      Date

  • Maximum Prices, Nursing Facilities.
    • Registered Nurse (RN) – Nursing Facility.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $59.08 $57.05 $57.76 $59.97 $58.61 $57.84
Weekday 2 $60.71 $58.69 $59.39 $61.60 $60.24 $59.47
Weekday 3 $61.25 $59.23 $59.93 $62.15 $60.78 $60.01
Weekend 1 $60.71 $58.69 $59.39 $61.60 $60.24 $59.47
Weekend 2 $62.07 $60.04 $60.75 $62.96 $61.60 $60.83
Weekend 3 $62.34 $60.32 $61.02 $63.24 $61.87 $61.10
  • Licensed Practical Nurse (LPN) – Nursing Facility.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $49.88 $48.55 $49.00 $52.98 $51.51 $51.61
Weekday 2 $51.51 $50.18 $50.63 $54.61 $53.14 $53.24
Weekday 3 $52.06 $50.73 $51.17 $55.16 $53.68 $53.78
Weekend 1 $51.51 $50.18 $50.63 $54.61 $53.14 $53.24
Weekend 2 $52.87 $51.54 $51.99 $55.97 $54.49 $54.60
Weekend 3 $53.14 $51.81 $52.26 $56.24 $54.77 $54.87
  • Certified Nurse Aide (CNA) – Nursing Facility.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $26.38 $27.20 $27.52 $27.42 $26.84 $28.22
Weekday 2 $27.47 $28.29 $28.61 $28.51 $27.93 $29.30
Weekday 3 $27.47 $28.29 $28.61 $28.51 $27.93 $29.30
Weekend 1 $27.47 $28.29 $28.61 $28.51 $27.93 $29.30
Weekend 2 $28.29 $29.10 $29.43 $29.33 $28.74 $30.12
Weekend 3 $28.56 $29.37 $29.70 $29.60 $29.02 $30.39
  • Maximum Prices, Hospitals.
    • Registered Nurse (RN) – Hospital.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $81.35 $88.80 $84.63 $88.76 $83.47 $84.57
Weekday 2 $85.99 $93.44 $89.27 $93.40 $88.11 $89.21
Weekday 3 $89.02 $96.47 $92.31 $96.44 $91.15 $92.25
Weekend 1 $86.02 $93.47 $89.30 $93.43 $88.14 $89.24
Weekend 2 $88.86 $96.31 $92.14 $96.27 $90.98 $92.08
Weekend 3 $90.89 $98.34 $94.18 $98.30 $93.02 $94.11
  • Registered Nurse Specialist (RN-Specialist) – Hospital.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $88.83 $95.55 $94.06 $98.37 $92.09 $97.83
Weekday 2 $95.29 $102.01 $100.52 $104.83 $98.55 $104.29
Weekday 3 $98.04 $104.76 $103.27 $107.57 $101.30 $107.04
Weekend 1 $95.66 $102.39 $100.90 $105.20 $98.92 $104.67
Weekend 2 $98.14 $104.86 $103.37 $107.67 $101.40 $107.14
Weekend 3 $100.15 $106.87 $105.38 $109.68 $103.40 $109.15
  • Licensed Practical Nurse (LPN) – Hospital.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $52.96 $54.12 $54.60 $54.90 $55.40 $53.13
Weekday 2 $56.91 $58.06 $58.54 $58.84 $59.34 $57.07
Weekday 3 $59.13 $60.29 $60.77 $61.07 $61.57 $59.30
Weekend 1 $56.92 $58.07 $58.56 $58.86 $59.35 $57.08
Weekend 2 $58.90 $60.05 $60.53 $60.84 $61.33 $59.06
Weekend 3 $60.32 $61.47 $61.95 $62.26 $62.75 $60.48
  • Certified Nurse Aide (CNA) – Hospital.
  Shift HSA 1 Western HSA 2 Central HSA 3 Merrimack Valley HSA 4 Greater Boston HSA 5 Southeastern HSA 6 North Shore
Weekday 1 $29.91 $29.93 $30.80 $31.27 $30.32 $31.09
Weekday 2 $33.35 $33.38 $34.24 $34.71 $33.76 $34.53
Weekday 3 $35.48 $35.51 $36.37 $36.84 $35.90 $36.66
Weekend 1 $33.47 $33.50 $34.37 $34.83 $33.89 $34.65
Weekend 2 $35.44 $35.47 $36.33 $36.80 $35.85 $36.62
Weekend 3 $37.23 $37.26 $38.13 $38.59 $37.65 $38.42

Registered Nurse Buyout – $15,000.00 Licensed Practical Nurse Buyout – $10,000.00 Certified Nurse Aide Buyout – $5,000.00

Holidays list below will be paid at a double time: New Years Day

Presidents Day Patriots Day Memorial Day

4th of July Labor Day Columbus Day Thanksgiving Day

Christmas Day starting @3-11pm on 24th of the month

Cancellation of a shift must be made 6 hours prior to a shift or the facility will be charged 4 hours of time at assigned rated.

If Nurse Aide shows for a confirmed assignment and is cancelled and sent home, the facility will be charged 4 hours of time at the assigned rate.

If Nurse/ Aide is called in to complete a shift at the last minute then the whole shift will be charged to the facility.

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