LONG TERM STAFFING AGREEMENT

August 31, 2023

LONG TERM STAFFING AGREEMENT

THIS SUPPLEMENTAL STAFFING AGREEMENT (the “Agreement”), is entered into and becomes effective
as of _______by and between_____________(hereinafter “Facility”), and Nurses Etc LLC
D/B/A Kindcare (hereinafter “Firm”): The Facility and Nurses Etc LLC D/B/A Kindcare, collectively referred to
as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns. In consideration
of the covenants, and agreements contained in the Agreement, and other good and valuable consideration, the
parties agree and declare as follows:
1) TERM AND TERMINATION (select one)
☐ This agreement shall be valid from the date of signing until termination.
Either party may terminate this agreement upon service of a 45 days’ written notice but non-payment will entitle a
party to serve 30 days written notice, and if a party becomes bankrupt, insolvent, or discontinues operations, the
other party may immediately terminate this Agreement with written notice.
☐ This is a week staffing agreement.
2) RELATIONSHIP OF THE PARTIES
The parties intend to act as independent contractors, and this Agreement does not create a partnership, joint
venture, agency, or employee relationship. Each party must comply with all state and federal job-related
requirements, including employment taxes, income withholding, unemployment compensation contributions, and
other statutes. The Facility is solely responsible for its internal management, finances, and license.
3) FIRM DUTIES AND RESPONSIBILITIES
The firm provides 24-hour staffing coordinator services 365 days a year, pay assigned professionals’ pay and
benefits as per the law, pay, withhold, and transfer payroll taxes, offer unemployment and workers’ compensation
payments, and manage Assigned Professionals claims under local, state, and federal regulations, and recruit,
interview, complete and maintain pre-hire credentialing requirements and verifications. The Firm is not responsible
for failure or delay in providing or continuing to provide Assigned Professionals to Facility herein due to factors
beyond the Firm’s control. The Firm will comply with applicable labor and employment laws. The Firm will
maintain Commercial General Liability Insurance with limits of liability not less than $1,000,000 combined single
limit each occurrence and $3,000,000 general aggregate; and Medical Professional Liability Insurance with limits
of liability not less than $1,000,000 each wrongful act or series of continuous related acts with not less than
$3,000,000 annual aggregate, which shall extend to its employees while on assignment.
The Firm says it’s not under investigation or debarred for Medicare or Medicaid fraud. To the best of its
knowledge, its currently practicing staff, its providers and staff, hereinafter collectively “Staff,” are not under
sanction by a state or federal governmental agency; that its Staff are not currently excluded from participating in
the Medicare or Medicaid programs; and that no proceeding to sanction, disbar, or exclude Staff is pending. If a
state or federal agency investigates a party for Medicare or Medicaid fraud, or if the statements herein are untrue,
the non-breaching party may immediately cancel this Agreement. Parties acknowledge that the capacity to
determine if any Staff are currently debarred depends on the veracity of the OIG list of excluded persons and each
individual’s statements. As the common law employer of the Assigned Professional(s), the Firm has the right to
physically inspect the work site and work processes, to assess any potential work site hazards and facility
compliance of job training and duties, health and safety training and documentation for Assigned Professionals, to
conduct post-accident/incident investigations, and to audit Facility’s safety and training records.
4) FACILITY DUTIES AND RESPONSIBILITIES
As a healthcare facility operator, the Facility must direct, supervise, and manage Firm’s Assigned Professionals as
it does its own workforce and be responsible for the following:

Ensure it is licensed and insured to deliver healthcare under State and Federal laws during the term of this
agreement, treat Assigned Professionals the same as their own workers, determine the Assigned Professional’s
documented competencies and experiences. If the Facility determines that an Assigned Professional is
incompetent, negligent, or involved in misbehavior, it may ask that individual to leave its premises and notify the
Firm immediately. Facility’s responsibility to pay Firm for Assigned Professional’s services is limited to actual
hours worked. Within 24 hours following the incident, the Firm must receive the Incident Report and Timecard
Document. The Facility shall manage, direct, adequately train/orient, and supervise Assigned Professionals
according to their rules and procedures. The facility must preserve all paperwork of the Assigned Professional’s
completed training/orientation and send it to HR@nursesetc.org for credential management, verification, and
retention, and notify the Firm within 24 hours of any unanticipated incidents, errors, or sentinel events involving
the Assigned Professional(s).
Facility will provide access to all information and the right to conduct a post-incident site investigation and will
cooperate in any post-incident investigation, including making witnesses and all OSHA required records available
to the Firm, and ensure assigned professionals get required food breaks and rest times. The Facility is responsible
for all business operations, products, services, and intellectual property and must supervise, control, and safeguard
its premises, processes, or systems. The Facility is solely responsible for all issued tools and the return of any
such goods from Assigned Professionals. Moreover, the Facility shall provide Assigned Professionals with a safe
work location, working circumstances, PPE training and equipment that comply with OSHA and applicable state
and local laws and regulations. Facility must notify Firm and Assigned Professional of any workplace dangers.
Offer, include, and/or supply Covid-19 testing, safety training, and PPE to Firm’s Assigned Professionals, as
available. Facility agrees that the Firm’s duty to fill assignments is subject to the availability of qualified
professionals, and once a shift request is filled by the Firm and confirmed with the Facility, Facility agrees to
consider this request a “closed shift request” and agrees not to “bump” or “replace” the confirmed qualified
professional for staff presented by another staffing agency, staffing Firm, competitor, independent contractor,
outside work force, or other source.
During the term of this agreement, Facility will exclude Assigned Professionals from its benefit plans, not make
any offer or promise relating to Assigned Professionals’ compensation or benefits, including direct hire or in-
direct employment offers through the Firm’s competitors, and will cause its agents, affiliates, and/or subsidiaries
not to interfere with the Firm’s business by inducing that Assigned Professional to become employed by any other
party. Facility shall not discriminate against Assigned Professionals based on race, religion, color, national origin,
sex, age, handicap, veteran status, or any other protected class or characteristic. Facility says it’s not under
investigation or debarred for Medicare or Medicaid fraud. Facility represents that, to the best of its knowledge, its
currently practicing staff, its providers and staff, hereinafter collectively “Staff,” are not under sanction by a state
or federal governmental agency; that its Staff are not currently excluded from participating in the Medicare or
Medicaid programs; and that no proceeding to sanction, disbar, or exclude Staff is pending. If a state or federal
agency investigates a party for Medicare or Medicaid fraud, or if the statements herein are untrue, the non-
breaching party may immediately cancel this Agreement. Parties acknowledge that the capacity to determine if
any Staff are currently debarred depends on the veracity of the OIG list of excluded persons and each individual’s
statements.
5) HIRE AND BUY OUT TERMS
During the term of this Agreement or within 180 days (about 6 months) after the Assigned Professional’s last shift
assignment date, the Facility will be responsible for a direct hire fee of any Assigned Professional who accepts a
position with the Facility or the Facility’s owed, operated or affiliated clinic, group, healthcare facility or
organization. Facility agrees to notify the Firm upon placement or hiring of any direct hire Assigned Professional
and to pay the entire direct hire fee immediately upon receiving an invoice from the Firm.
JOB SPECIFICATION
Certified Nursing Assistant (CNA)
Qualified Medical Assistant (QMA)

DIRECT HIRE FEES
$23,000
$25,000

Licensed Practical Nurse (LPN)
Registered Nurse (RN)

$35,000
$45,000

6) TERMS OF USE
If the Facility requests an Assigned Professional to be on call for shift coverage, the Facility agrees to pay
Kindcare’s On-Call fee of $11.00 per hour for the defined On-Call shift hours. In the event the On-call Caregiver
is called into the Facility to provide shift coverage while serving in a On-Call capacity, the “On-Call” bill rate will
cease, and the Facility will instead pay Kindcare the regular hourly bill rates plus the Premium Bill Rate of +30%
for the remainder of the On-call period and including any actual hours worked by the On-call Caregiver. On-call
inquiries have a 4-hour minimum. The On-call Caregiver will be available within two hours of the Facility’s shift
coverage request. The Assigned Professional’s guaranteed hours are: For Eight (8) or Ten (10) hour shift
agreements (a minimum of 40 scheduled/billable hours per Kindcare’s weekly pay period) and, for Twelve (12)
hour shift coverage agreements, (a minimum of Thirty-six (36) scheduled/billable hours per Kindcare’s weekly
pay period).
Facility agrees to notify Kindcare of any requests to cancel or reschedule shifts in order to make up the Assigned
Professional’s weekly guaranteed scheduled/billed hours. The Facility may cancel and reschedule up to three (3)
shifts every 13-week assignment. The facility may cancel and reschedule up to two shifts during a 10-week
assignment The Facility may cancel and reschedule the Assigned Professional’s shift once every 8-week contract.
After the respective third, second and first requests to cancel and reschedule, the Facility agrees to be billed for
the canceled Assigned Professional’s pre-determined scheduled hours, whether or not the Assigned Professional is
rescheduled to cover the same number of hours later. Prior to the Assigned Professional’s start date at the
Facility, they may cancel their agreement, and Kindcare will get a suitable replacement. After an Assigned
Professional’s start date at the Facility, the Caregiver may provide Kindcare a 2-weeks’ notice to end their
agreement. Kindcare encourages Assigned Professionals to continue staffing their planned shift hours throughout
the 2-weeks’ notice period.
If the Assigned Professional terminates their agreement, is no longer employed by Kindcare, or does not fulfill
their scheduled shifts, Kindcare will release the Facility from any further obligation regarding billing for
guaranteed hours for that Assigned Professional. The Facility will only be billed for the actual hours worked by
the Assigned Professional. Kindcare will replace the Assigned Professional for the remaining staffing assignment
where possible. If the Assigned Professional calls off a scheduled shift, the Facility commits to cooperate with
Kindcare and the Assigned Professional to reschedule and make up the missed hours within 7 days of the call off
date to fulfill both parties’ weekly guaranteed hour obligations. Kindcare must be notified of any make-up shifts,
shift modifications, or rescheduled billable hours. If the Facility and caregiver do not reschedule the Assigned
Caregiver’s missing hours, the Facility will only be invoiced for the hours actually worked.
7) INDEMNITY
To the extent permitted by law, each parties will defend, indemnify, and hold the other party 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 breaching party; its failure to
discharge its duties and responsibilities set forth in this Agreement; or the negligence, gross negligence, or willful
misconduct of the breaching party or the breaching party’s officers, employees, or authorized agents in the
discharge of those 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. As a condition precedent to indemnity, the party requesting indemnification must notify the
other party within FIVE (5) business days of any claim, loss, liability, or demand for which it seeks
indemnification from the other party and participate in the investigation and defense of any such issue. Each party
waives common-law indemnification or contribution claims against the other.

8) GENERAL PROVISIONS
Parties can’t assign this agreement without each other’s consent. This agreement constitutes the entire
agreement between the parties. This Agreement can only be changed by a signed, written amendment made by
both parties. A party must sign any waiver of this Agreement’s terms or conditions. Waiver of one term or
condition does not waive other terms. This agreement is governed by Indiana law, and disputes must be
addressed in the Firm’s home county. If part of this Agreement is illegal, unlawful, or unenforceable, the rest
remains valid and enforceable. Each party undertakes to sign any documents requested by the other to
implement this Agreement. The prevailing party in a suit herein can receive costs and reasonable attorneys’
fees. The remedies provided herein are in addition to other remedies provided by law. Each party and its
lawyers have reviewed this Agreement, and any ambiguities won’t be resolved against the authoring party.
None of the parties’ responsibilities or duties under this Agreement shall constitute an obligation or right to a
non-party. Notices shall be delivered to the parties’ following address, including email:
Facility: ______________________________________________________________________
Firm: ________________________________________________________________________
By signing, parties agree to this contract’s terms.


Firm’s Representative signature Firm’s Representative name and Title Date

———————————————- __________________ _
Facility’s Representative signature Facility’s Representative name and Title Date

EXHIBIT A

*The Firm may alter billing rates to reflect economic developments, professional recruitment and retention criteria, fees, and
agreement terms. Notice of the amendments shall be made through DocuSign. Failure of Facility to respond within 14 days
of Firm’s written amendment shall be acceptance of amendment terms as drafted.
Bill Rate Schedule- 2022 (13 weeks) Bill Rate Schedule – 2022 (long term)

Professiona
l Discipline
Weekday
Hourly Rates
Monday 1st
Shift through
Thursday 3rd
Shift

Weekend
Hourly Rates
Friday 1st Shift
through Sunday
3rd
Shift

Late Calls,
Late
Cancellations
, and
Specialty
Orders
(Specialty/
Premium
Rates)

Professional
Discipline

Weekday
Hourly Rates
Monday 1st
Shift through
Thursday 3rd
Shift

Weekend Hourly
Rates Friday 1st Shift
through Sunday 3rd
Shift

Late Calls, Late
Cancellations, and
Specialty Orders
(Specialty/ Premium
Rates)

CAN
QMA
LPN
RN

44.10
46.16
71.67
88.67

48.42
53.08
78.67
96.67

  • 30%
  • 30%
  • 30%
  • 30%

CAN
QMA
LPN
RN

42.10
46.16
68.67
75.67

48.42
53.08
73.67
81.87

  • 30%
  • 30%
  • 30%
  • 30%

Firm Holiday Schedule
Holiday
The actual shift beginning, and end times of Facilities may vary.

8-Hour Shifts*
Night (10p-6a) Eve of Holiday
Day (6a-2p) Day of Holiday
Evening (2p-10p) Day of Holiday

Full 12-Hour Shifts*
Day (6a-6p)
Night (6p-6a)

New Year’s Day; MLK Day; Easter Sunday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; Christmas Eve;
Christmas Day; New Year’s Eve

Eve of Holiday, Day Shift, and Evening
Shift of Holiday

Full Day and Night shifts of Holiday

Firm will bill Facility a $20/hr “Covid-19 Crisis Fee” if its Assigned Professional is providing direct patient care to a
suspected/confirmed Covid Patient or works on a Covid Unit. “Covid-19 Crisis Fee” is added to the hourly bill rates. As
Covid-19 evolves, so will this cost. Special orders for direct Covid Care Unit staffing are billed at the Specialty Premium
Rate +30%. Assigned Professionals are assumed non-exempt from overtime, holiday, and weekend pay restrictions. Staffing
Firm will charge Facility for premium work hours as allowed by law. Facility’s premium billing rate will be the same as
Staffing Firm’s regular billing rate. Workweek begins Monday 1st shift and will complete at the end of Sunday 3rd shift.
Weekend rates include Friday 1st shift through the completion of Sunday 3rd shift. Overtime will be calculated at ONE
POINT FIVE (1.5) times the scheduled bill rate for Assigned Professional. Overtime charges will be billed any time an
Assigned Professional works more than (40) forty hours in one work week (as mandated by applicable state law.) Specialty
Premium Rates are billed for Late Calls “Specialty Orders” including the following – Charge Nurse, Memory Care, Covid
Care, ICU, CCU, CVICU, NICU, PICU, OR, ER, PACU/RR, L&D, BMT, Telemetry, Pediatrics, Dialysis, Cath Lab,
Chemotherapy Lab, Oncology, Radiology, etc. 24 Hour Staffing Coordinator Phone and Text Numbers: Phone Call
Number: 574-267-8233 Ext 1 (24-Hour Coverage), and Text Number: 574-216-3547 (24-Hour On-call)
Facility agrees that shift requests filled and confirmed by Firm with the Facility are considered a “closed shift request” and
cannot then be altered or filled by another party. Facility agrees that they will not authorize or allow the Firm’s Assigned
Professionals to staff or fill orders for the Facility directly or indirectly, through another staffing agency, a competitor, as an
independent contractor, or through any other outside work force once the Assigned Professional is presented by the Firm for
services. Facility also agrees not to actively recruit the Firm’s Assigned Professionals for direct or indirect hire without first
honoring the Hire and Buy Out Terms herein. Facility should seek shift coverage, make shift changes, and/or cancel services
for Firm’s Assigned Professionals at least 24 hours in advance to prevent late cancelation or late call fines. Regular rates
apply to orders submitted 24 hours before shift start. Late Calls are orders and shift change requests received LESS THAN
24 hours before the scheduled shift start time. Cancellation requests received 9 to 23 hours before shift start will be billed
FOUR (4) hours at the Assigned Professional’s billing rate. Cancellations made within EIGHT (8) hours of the shift start
time will be invoiced at the Assigned Professional’s rate for the entire scheduled shift. Cancellations received on-site after
the Assigned Professional arrives at the Facility and/or is down-staffed due to overstaffing, given the option to go home
early, is not needed, or is sent home for any reason other than incompetence will be billed for the full scheduled shift,
whether or not the Assigned Professional works any or part of the shift.
Shift coverage for less than a standard full shift equaling SEVEN POINT FIVE (7.5) hours, will be billed ONE POINT
FIVE (1.5) times the Assigned Professional’s billing rate with a minimum of FOUR (4) hours for all orders. Hours worked
during the holidays are calculated at ONE POINT FIVE (1.5) times the scheduled bill rate for Assigned Professionals.
Overtime hours worked during the holidays are calculated at TWO POINT FIVE (2.5) times the scheduled Holiday bill rate
for Assigned Professionals. (Double Time) Weekly or biweekly, the Firm will bill the Facility for agreed-upon services.
When invoiced, payment is due. Signature by a Facility representative or other agreed-upon means of approval validates that
the documented hours are correct and permits the Firm to bill the Facility for those hours. In the event of a disputed invoice,
the Facility will pay uncontested charges and give the disputed invoice information to the Firm to enable it deal with the
issue; once resolved, the Facility must immediately pay or the Firm must credit the statement to clear it. In the event the
Facility fails to deliver payment within 30 days of the invoice date, the Facility agrees to pay interest equivalent to the
maximum amount allowed by state law, plus expenses and disbursements, including reasonable attorney and/or collection
fees. Facility agrees to pay finance interest on any past-due invoices (past 30 days) at 4% per month compounded from
invoice date. Unpaid interest and charges will be charged at 4% each month until paid in full.
Facility Billing Information:
Facility Accounts Payable Representative Name & Title: ________________________________
Email: ______________________________Phone: ______________________________
Alternate Contact Name & Title: ____________Email: _________________Phone:
Facility Billing Address: ________________________
Additional Billing notes:

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