January 15, 2024

THIS SERVICE AGREEMENT is entered into on [insert date]
1. OPTIMIZED PERSONNEL STAFFING, LLC whose principal place of business
and contacts are XXX, Phone:
XXX (the Company)
2. [INSERT NAME OF THE CLIENT INSTITUTION] whose address for the
purposes of this agreement shall be [insert address] (the Client)
1. The Company is in the business of providing staffing services.
2. The Client hires the Company to provide Candidates/Staff on the terms and
conditions set out in this Agreement.
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and conditions below;
Assigned Candidate means Candidate of the Company assigned to the Client based
on the Client’s specifications to perform the work as set out below as well as Schedule
Services mean certain staffing services as set out in Schedule 1
i. sourcing, vetting,
ii. prioritizing, and organizing Candidates per the Client’s need as well
background and drug testing
iii. [list other services to be performed by your company]
1.2 In this Agreement, unless the context otherwise requires:
a. references to persons include individuals, bodies corporate (wherever
incorporated), unincorporated associations and partnerships;
b. the headings are inserted for convenience only and do not affect the
construction of the Agreement;
c. references to one gender include all genders; and
d. any reference to an enactment or statutory provision is a reference to it
as it may have been, or may from time to time be amended, modified,
consolidated or re-enacted.
2. Company’s obligations
2.1 The Company agrees to provide the Services in a professional and diligent
manner consistent with generally recognized industry standards and good
commercial practice, using efforts comparable to those customarily used in
providing staffing services of equivalent value and for similar products or

2.2 The Company shall comply with and give all notices required by, all laws
and regulations applicable to the Services, including all laws and regulations
related to (i) anti-bribery and corruption, and (ii) data protection.
2.3 Any services outside of the scope as defined in Services will require a new
Agreement for other services agreed to by the Parties.
2.4 The Company shall comply with and give all notices required by, all laws
and regulations applicable to the Services, including all laws and regulations
related to (i) anti-bribery and corruption, and (ii) data protection.
2.5 The Company shall not discriminate against any Candidate because of
race, age, color, religion, sex, ancestry, national origin, place of birth or
2.6 The Company shall purchase and maintain during the duration of this
Agreement the insurance(s) as required by law, with sufficient coverage, for
the Services rendered pursuant to this Agreement
2.7 The Company will maintain responsibility, as an employer of the Assigned
Candiate(s), for the payment of wages, and other compensation, and for
any mandatory withholdings and contributions.
2.8 The Company shall require the Assigned Candiates to sign agreements
acknowledging that they are not entitled to holidays, vacations, disability
benefits, insurance, pensions, retirement plans, or any other benefits offered
or provided by Client.
3. Completion of the work
3.1 The Company hereby understands and acknowledges that time is of the
essence with respect to the Company’s obligations defined in this
Agreement and that prompt and timely performance of all such obligations is
strictly required.
4. Service Fees
4.1 The Client shall pay the Company 18% of the total first year starting base
salary of the Candidate hired by the Client for the services. Payment will be
due within 30 days of receipt of invoice by the Client. A late charge of 5% on
the outstanding amount will be added to any invoice not paid on time.
4.2 From time to time throughout the duration of this Service Agreement, the
Company may incur certain expenses that are not included as part of the
Fee for the Services to this Agreement.
4.3 The Company agrees to keep an exact record of any and all expenses
acquired while performing the Services. The Company will submit an invoice
itemizing each expense, along with proof of purchase and receipt, with the
4.4 The Client shall notify the Company in writing of any dispute with an invoice
along with any substantiating documentation or a reasonably detailed
description of the dispute within 5 Business Days from the date of the
Client’s receipt of such invoice subject to dispute.
4.5 The Client will be deemed to have accepted all invoices for which the
Company does not receive timely notification of a dispute and shall pay all
undisputed amounts due under such invoices within the period set forth in
this Agreement. The Parties shall seek to resolve all such disputes
expeditiously and in good faith.
4.6 The Client, at their own expense, shall furnish their own supplies and
equipment necessary to deliver and complete the Services as defined under
this Agreement unless otherwise agreed upon by the parties. Should the
Client not furnish the agreed-upon supplies, the Client understands they will
be responsible for reimbursing the Company for all expenses incurred.


5. Warranties, Liabilities and Indemnities
5.1 The Company shall promptly notify the Client of:
a. any delays or problems from time to time in the provision of the Services
of which the Company becomes aware;
b. any circumstances from time to time which may prevent the Company
from providing the Services in accordance with this Agreement together
with (where practicable) recommendations as to how such
circumstances can be avoided; and
5.2 The Client shall promptly report to the Company any defects in
the Company’s performance of the Services as soon as reasonably
practicable after any such defect comes to the attention of the Client.
5.3 Where any defect in the provision of the Services is reported to
the Company by the Client or otherwise comes to the attention of
the Company, the Company shall, without limiting any other right or remedy
of the Client, use its reasonable endeavours to provide such further services
as are necessary in order to rectify the default as soon as is reasonably
5.4 The parties agree that the rights and benefits held and received by the
Client through the Company’s Service under the Service Agreement shall
only be enforceable by the Client through such Service and upon the terms
of the Service Agreement, and any liability in respect of any breach of such
rights and benefits shall be determined solely in accordance with the terms
of the Service Agreement.
5.5 For the avoidance of doubt, the Company’s obligations are owed solely and
personally to the Client and shall not extend to any assignee of any of the
Client’s rights. The liability of the Company shall be capped to the amount of
Service Fees received under this Agreement.
5.6 The Client will indemnify the Company on first written demand against any
or all liabilities incurred by the Company arising out of or as a result of
acting as the service provider hereunder.
5.7 Neither Party shall be liable for any indirect or consequential loss
howsoever caused, including but not limited to, loss of anticipated profits,
loss of contracts, goodwill, reputation and losses or expenses resulting from
third party claims.
5.8 The Client accepts that no warranty as to the suitability of the potential
candidates can be given by the Company and, in particular, that the
Company cannot guarantee that a suitable candidate can always be found
to fit the role for the purpose/s specified by the Customer.
5.9 The Company represents and warrants that the Assigned Candiates have
the right to perform the services under and pursuant to this Agreement.
6. Term and Termination
6.1 This Service Agreement shall be effective on the date hereof and shall
continue for a period of 12 months or until the expressly agreed upon date
of the completion of the Services, unless it is earlier terminated in
accordance with the terms of this Agreement.
6.2 The Company may terminate this agreement at any given time upon one
month of written notice to the Client.
6.3 Either party may by notice in writing forthwith terminate the Agreement if the
other party becomes bankrupt or makes any composition or arrangement
with his creditors or has a winding-up order made or (except for the
purposes of reconstruction) a resolution for voluntary winding up is passed
or a receiver or manager of its business or undertaking is duly appointed or


possession is taken by or on behalf of any creditor of any property the
subject of a charge.
6.4 The Client understands that the Company may terminate this Agreement at
any time if the Client fails to pay for the Services provided under this
Agreement or if the Client breaches any other material provision listed in
this Agreement in the manner as defined above. The Client agrees to pay
any outstanding balances within 5 days of termination.
7. Ownership of materials
7.1 All Intellectual Property and related materials, including but not limited to,
moral rights, goodwill, trade secrets, applications for registrations or relevant
registration, rights to any trademark, trade dress, patent, copyright, trade
name, and industrial design (“Intellectual Property”) that is produced or
developed under this Service Agreement shall become the property of the
Client. The Company understands that the aforementioned is a “work for
hire” and shall be the sole property of the Client. The Client’s use of the
Intellectual Property shall not be restricted in any manner.
7.2 The Company may not use the Client’s Intellectual Property for any purpose
other than contracted for in this Service Agreement unless the Company
has written consent from the Client the Company shall be responsible for
any damages resulting from any unauthorized use of the Client’s intellectual
8. Confidential information
8.1 The Company shall both during and after the arrangements contemplated
by this Agreement have terminated:
a. keep confidential the terms of this Agreement and all information,
whether in written or any other form, which has been disclosed to it by or
on behalf of any other party which by its nature ought to be regarded as
confidential (including, without limitation, any business information in
respect of any other party which is not directly applicable or relevant to
the transactions contemplated by this Agreement); and
b. procure that its officers, Candidates, Assigned Candidates and
representatives and those of its subsidiary companies keep secret and
treat as confidential all such documentation and information.
8.2 Clause 8.1 does not apply to information:
a. which shall after the date of this Agreement become published or
otherwise generally available to the public, except in consequence of a
willful or negligent act or omission by the recipient party in contravention
of the obligations in clause 8.1;
b. to the extent made available to the recipient party by a third party who is
entitled to divulge such information and who is not under any obligation
of confidentiality in respect of such information to any other party or
which has been disclosed under an express statement that it is not
c. to the extent required to be disclosed by any applicable law or by any
recognised stock exchange or governmental or other regulatory or
supervisory body or authority of competent jurisdiction to whose rules
the party making the disclosure is subject, whether or not having the
force of law, provided that the party disclosing the information shall
notify the other party of the information to be disclosed (and of the
circumstances in which the e disclosure is alleged to be required) as
early as reasonably possible before such disclosure must be made and
shall take all reasonable action to avoid and limit such disclosure;


d. which has been independently developed by the recipient party
otherwise than in the course of the exercise of that party’s rights under
this Agreement or the implementation of this Agreement;
e. which, in order to perform its obligations under or pursuant to this
Agreement, any party is required to disclose to a third party;
f. disclosed to any applicable tax authority to the extent reasonably
required to assist the settlement of the disclosing party’s tax affairs or
those of any of its shareholders or any other person under the same
control as the disclosing party; or
g. which the receiving party can prove was already known to it before its
receipt from the disclosing party.
8.3 The provisions of this clause 8 shall survive any termination of this
9. Non-Solicitation
The Client shall not solicit, hire, recruit, induce, directly or indirectly the Assigned
Candidate to terminate their relationship with the Company; or to enter into another
arrangement with a third party to circumvent the Company at any time during the term
of this Agreement or for a period of 12 months after termination of this Agreement for
any reason.
10. Announcements / Publicity
10.1 Except as required by law or by any stock exchange or governmental or
other regulatory or supervisory body or authority of competent jurisdiction to
whose rules the party making the announcement or disclosure is subject,
whether or not having the force of law, no announcement or disclosure in
connection with the existence or subject matter of this Agreement shall be
made or issued by or on behalf of any party without the prior written
approval of the others, such approval not to be unreasonably withheld or
10.2 Where any announcement or disclosure is made in reliance on the
exception in clause 9.1, the party making the announcement or disclosure
will use its reasonable endeavours to consult with the other party in advance
as to the form, content and timing of the announcement or disclosure.
11. Amendment
11.1 No variation of this Agreement shall be valid unless it is in writing and
signed by or on behalf of the parties to it.
11.2 Unless expressly agreed, no variation shall constitute a general waiver of
any provisions of this Agreement, nor shall it affect any rights, obligations
or liabilities under or pursuant to this Agreement which have already
accrued up to the date of variation, and the rights and obligations of the
parties under or pursuant to this Agreement shall remain in full force and
effect, except and only to the extent that they are so varied.
12. Assignment
The Client shall not assign the Agreement or sub-contract the performance thereof
without the prior written consent of the Company.
13. Severability
If and to the extent that any provision of this Agreement is held to be illegal, void or
unenforceable, such provision shall be given no effect and shall be deemed not to be

included in this Agreement but without invalidating any of the remaining provisions of
this Agreement. The parties shall meet to negotiate in good faith to agree a valid,
binding and enforceable substitute provision or provisions, (if necessary, with the
reconsideration of other terms of this Agreement not so affected) so as to re-establish
an appropriate balance of the commercial interests of the parties.
14. Further assurance
Each of the parties agrees to perform (or procure the performance of) all further acts
and things, and execute and deliver (or procure the execution and delivery of) such
further documents, as may be required by law or as may be necessary or reasonably
desirable to implement and/or give effect to this Agreement and the transaction
contemplated by it.
15. Warranty of Capacity and Power
Each party represents and warrants to the other parties that:
a) it has full authority, power and capacity to enter into and carry out its obligations
under this Agreement;
b) all necessary acts and things have been taken or done to enable it lawfully to
enter into and carry out its obligations under this Agreement; and
c) when executed, this Agreement will create obligations which are valid and
binding on it and enforceable in accordance with their terms.
16. Force Majeure
None of the parties shall be liable for any failure or delay in performing any of its
obligations under or pursuant to this Agreement if such failure or delay is due to any
cause whatsoever outside their reasonable control, and they shall be entitled to a
reasonable extension of the time for performing such obligations as a result of such
17. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to
enforce any of its terms.
18. Arbitration and Proper law
The parties shall use all reasonable endeavours to resolve any dispute amicably and in
good faith.
This document is governed by and are to be construed in accordance with the laws of
Texas applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the
courts of Alberta (and any court of appeal) and waives any right to object to an action
being brought in those courts, including on the basis of an inconvenient forum or those
courts not having jurisdiction.
19. Notices and service
19.1 Any notice so served by hand, e-mail or post shall be deemed to have
been duly given:
 in the case of delivery by hand, when delivered;


 in the case of fax or electronic mail on a Business Day prior to 5.00
pm, at the time of receipt ;
 in the case of prepaid recorded delivery, special delivery or registered
post, at 10am on the second Business Day following the date of

provided that in each case where delivery by hand or by e-mail occurs after 5pm on a
Business Day or on a day which is not a Business Day, service shall be deemed to
occur at 9am on the next following Business Day. References to time in this clause are
to local time in the country of the addressee.
19.1 The addresses of the parties for the purpose of clause 18.1 are as follows:
Optimized Personnel Staffing, LLC
For the attention of: [insert name of representative]
[insert client name]
[insert address]
[insert email]
For the attention of: [insert name of representative]
20. Counterparts
This Agreement may be executed in any number of counterparts and by the parties to it
on separate counterparts, each of which is an original but all of which together
constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the parties the day and year
first above written.
[insert name of representative]
FOR: Optimized Personnel Staffing, LLC
[insert name of Client representative]
FOR: [insert name of Client Company]

Schedule 1: Services

1. The Company shall provide full and accurate information about the position
requirements, including:
 position description;
 job responsibilities;
 skills required;
 terms and conditions of employment; and

 all other information and documentation as reasonably required by the
Company to provide the Services.
2. Based on the requirements of the Client, the Company shall:
 identify Candidates

☑  pre-employment screening of the Candiates
☑  conduct background checks, credit checks, drug checks and other
specialised checks upon customer’s request
☑  obtain work or other permits
☑  arrange any medical examinations and perform any other activities
that may reasonably be expected of an employer or required by law
☑  provide weekly reports in the manner as directed by the Client
3. The Client will be responsible for:
(a) the management and supervision of the Assigned Candidate;
(b) providing a safe working environment to the Assigned Candidate in accordance with
the applicable work health and safety rules and regulations;
(c) providing clear performance expectations, processes for performance feedback and
for recording and assessing the Assigned Candidate’s performance

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