This AGREEMENT (‘’this Agreement’’) is entered into on this __________ day of _______ 202____


 [NAME] of address [ADDRESS] (“Staffing Agency”)


[NAME] of address [ADDRESS] (“VMS”)

Whereas, the staffing agency is mandated with the task of providing jobs for individuals who have qualified to be supplemental healthcare personnel;

Whereas, the VMS is mandated with the role of being an oversight agency that deals with clients who would like to secure the services of temporary staffing agency. The VMS assists clients seeking the services by providing access to software services so that clients can hire new employees from the staffing agencies. 

NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

    1. It is the responsibility of the VMS to give access to the staffing agency in regards to prospective clients who would like to utilize the services of the Staffing Agency so as to get licensed employees of the agency.
    1. Through the VMS software platform, clients looking for employees will submit their request and those requests sent to all temporary staffing agencies. The Staffing Agency shall submit a list of potential employees in return, with specifications as needed by the client. The list will then be submitted to the clients for review and a decision shall be made in addition to clearance by the VMS.
    1. An orientation shall be carried out to train the Staffing Agency on how to use the VMS where applicable.
    1. VMS shall act as an intermediary between the staffing agency and the clients in regards to any information regarding the Staffing Agency staff. This information shall include but is not limited to reports of misconduct, abuse or any complaints that arise from the staff of the staffing agency.
    1. In the event of such reports or complaints, the staffing Agency shall supply another staff member to fill the void. If not possible at that moment, the VMS shall contact another Staffing Agency that will supply an employee to fill the void.


  1. Recruit, screen, interview, and assign its employees to perform the type of work agreed upon under this contract. The employees should be licensed and qualified as required by the law.
  2. Based on the specifications of a client, the staffing agency shall be made available as required and the staffing agency shall ensure that they meet the needs of the client as agreed.
  3. Pay Assigned Employees’ wages and provide them with the benefits that the Staffing Agency offers to them;
  4.  Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees;
  5. The Agency shall also inquire and give solutions to complaints that might be made by the clients though the VMS platform in regards to poor performance of their staff
  6. In case of any threats of litigation, inspection or investigation of the employees of the staffing agency or the staffing agency itself, the staffing agency shall inform the VMS via written notice at least 2 days from the day the notice is received.
  7. It is the responsibility of the staffing agency to provide VMS with all the necessary documents including but not limited to criminal clearance of their staff members, certificates of necessary vaccines and other diagnostics as required by the client.
  8. The staffing agency is bound by all relevant federal law and state laws and shall ensure that their employees comply with the same.

In addition to the Master Service Agreement between the client and the VMS which shall spell out the responsibilities of the client.


  1. Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectual property;
  2.  Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Employees to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without staffing agency’s express prior written approval or as strictly required by the job description provided to staffing agency;
  3. Provide Assigned Employees with a safe work site and provide appropriate information training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site;
  4. Not change Assigned Employees’ job duties without staffing agency express prior written approval; and
  5. Exclude Assigned Employees from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits.
    1. The term “Confidential Information” shall mean any confidential, proprietary, financial or otherwise non-public information, in written or electronic form, relating to the Disclosing Party, or the Purpose that is disclosed before, on or after the Effective Date, by the Disclosing Party to the Recipient or its affiliates, or to any of such Recipient’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), whether disclosed or accessed in written, electronic or other form, including, without limitation: (a) information concerning the Disclosing Party’s and its affiliates’ business affairs, finances, forecasts, and other financial results, records and budgets, and business, marketing, development and other strategies; and (b) notes, analyses, compilations, reports, forecasts, data, statistics, summaries, interpretations and other materials prepared by or for Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived, in whole or in part, from any of the foregoing. Confidential Information provided by Disclosing Party must be expressly marked or designated in writing by the Disclosing Party in a manner to indicate its confidential, proprietary or otherwise non-public nature.
    1. Recipient shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care to protect and safeguard the confidentiality of all such Confidential Information.
    1. Recipient shall not, and shall cause its Representatives not to, (a) disclose all or any portion of Confidential Information to any third parties (other than to its Representatives who need to know the Confidential Information to assist Recipient in its evaluation of the Purpose), or (b) use or permit any Confidential Information to be accessed or used for any purpose other than for the evaluation of the Purpose. Recipient will be responsible for any breach of the terms of this Agreement caused by its Representatives.

The parties agree to 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.


Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its intellectual property developed before this agreement or developed outside the scope of this agreement.

    • To the extent permitted by law, the client and the staffing agency will defend, indemnify, and hold VMS 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 VMS’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful misconduct of its officers, employees, or authorized agents in the discharge of those duties and responsibilities.
    • To the extent permitted by law, CLIENT will defend, indemnify, and hold VMS  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 client’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in this agreement or the negligence, gross negligence, or willful misconduct of client or client’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
    • No 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 indemnification, the party seeking indemnification will inform the other party within ______ 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.
    • 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.

a) Staffing Agency shall obtain insurance against liability such as the professional liability insurance, errors and omissions coverage or general comprehensive liability as it relates to the agreement.


  2. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement will remain effective after termination or nonrenewal.
  3. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
  4. 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.
  5.  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.
  6. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
  7. 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.
  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 nonperforming party.

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


Any notice given in pursuant to this Agreement shall be in writing and be delivered at the above mentioned addresses of the Parties.


  1. Confidential Information
    1. For the purposes of this Agreement, Confidential Information means any data or in-formation that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, when-ever and however disclosed, including, but not limited to:

(i) Any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;

(iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Party’s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;

(iv) trade secrets; plans for products or services, and customer or supplier lists;

(v) Any other information that should reasonably be recognized as Confidential Information by the Parties.

1.2  The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.

1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.

1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.

1.5 For the purposes of this Agreement, the Party which discloses Confidential Information within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Information shall be regarded as the Receiving Party.

1.6 Notwithstanding the aforementioned, Confidential Information shall exclude information that:

(i) is already in the public domain at the time of disclosure by the Disclosing Party to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement;

(ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);

(iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Disclosing Party;

(iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Receiving Party (not through fault or failure to act by the Receiving Party);

(v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Parties.

  • Undertakings of the Parties
    • In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party.
    • The Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in this Agreement. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.
    • The Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause in this Agreement and not use the information for its own purposes or benefit.
    • The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.
    • The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.
    •  All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a license expressly or by implication under any patent, copyright or other intellectual property right.
    • The Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
    • The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon;
  • the completion or termination of the dealings contemplated in this Agreement;
  •  or the termination of this Agreement;
  • or at the time the Disclosing Party may request it to the Receiving Party .
    • Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation.
    •  In the event that the Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Disclosing Party in order to comply with the order and preserve the confidentiality of the Confidential Information.
    • The Parties agree that the Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction.
    •  The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Disclosing Party may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach.
    • The Confidential Information subject to this Agreement is made available “as such” and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness.
    •  Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
    • Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.
  • Duration and Termination

This Agreement shall remain in effect for a term of _________ [number of months or years]. Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.

    • Other than with the express written consent of the Disclosing Party, which consent may not be unreasonably withheld, the Receiving party will not, for a period of _________years, be directly or indirectly involved with a business which is in direct competition with the business lines of the Disclosing party that are the subject of this Agreement.
    • agrees not to copy or compete against the Disclosing Party by making or contracting with others to make or share any proprietary information allowing others to make competing products.

Nothing contained in this Agreement will grant to or create in the Receiving Party, either expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the Disclosing Party.

  • Applicable Law and Jurisdiction

This Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.

  • Validity

If any provision of this Agreement is invalid or unenforceable, the validity of the remaining provisions shall not be affected. The Parties shall replace the invalid or unenforceable provision by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.

  • Subsequent Agreements

Ancillary agreements, amendments or additions hereto shall be made in writing.

  • Communications  and Notices

Any notices or communications required between the Parties shall be delivered by hand, e-mail, or mailed by registered mail to the address of the other Party as indicated above. Any subsequent modification of a Party’s address should be reasonably communicated in advance to the effect of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the date stated above.

SIGNED by the parties:                                  )

…………………………                                )           _______________

(Staffing Agency)                                                       )

And                                                                 )


…………………………..                                          )

(VMS)                                                             ) _________________

Witnessed by:

NAME:                                                           )_____________________


ADDRESS:                                                    )

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