staffing agreement

STAFFING AGREEMENT

This Staffing Agreement (“Agreement”) is executed on _________ (“Effective Date”) by and between Galaxy Medical Staffing of address ____________ (“Agency”) and _____________________ of address ____________ (“Client”).

WHEREAS Agency offers Physician Staffing services;

WHEREAS Customer wishes to purchase from Company, and Company wishes to sell to Customer, such service, solely upon the terms and conditions contained in this Contract, and on no other terms, unless mutually agreed;

Now, therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

DESCRIPTION OF SERVICES

Agency agrees to use its resources to source, recruit, pre-screen and present qualified physician candidate(s) (“Candidate” or “Candidates”) to Client for both locum tenens staffing and permanent staffing as may be specified in one or more Assignment(s) (each an “Assignment”) issued under this Agreement and incorporated herein by reference.

Client may, at its discretion, require the Agency to coordinate interviews of candidates, conduct reference checks, and assist with offer presentation and negotiation at no additional charge to Client.

DUTIES OF AGENCY

Agency shall during the Term:

1. Use commercially reasonable efforts to identify Candidates acceptable to Client pursuant to the general criteria provided by Client to Agency.
2. Screen and obtain references for all Candidates including verification of medical licensure. Agency will reasonably assist Candidates in requesting all documentation necessary or advisable for hospital privileging.

For Locums Tenens Staffing:

As applicable for each Assignment, Agency will arrange a complete travel and accommodation itinerary for all assignments in conjunction with Client.

Arrange professional malpractice insurance coverage through Agency’s insurance carrier for Candidates.

Pay Candidates on behalf of Client for services rendered by Candidates placed by Agency pursuant to the agreement executed by such Candidate with Agency; and

In compliance with Section 420.302(b) of the Medicare regulations, until the expiration of four (4) years after the furnishing of the services provided under this Agreement, will make available to the Secretary, United States Department of Health and Hospital Services, the United States Comptroller General, and their representatives, this Agreement and all books, documents and records necessary to certify the nature and extent of the costs of those services.

DUTIES OF CLIENT

Client agrees to supply Candidates, according to the required specialty, with a

reasonable coverage schedule,
reasonably maintained, usual and customary equipment and supplies,
a suitable practice environment complying with acceptable ethical and procedural standards, and, as necessary,
appropriately trained support staff, all so as to enable the Candidate to perform medical services in his or her specialty on comparable terms to other practitioners in the same specialty at Client’s facility.
Client shall also provide training and provisions for personal protective equipment (“PPE”), engineering, housekeeping and workplace controls, including but not limited to: PPE in appropriate sizes at accessible locations, accounting for hypoallergenic materials as needed, closable, puncture-resistant, leak proof containers readily accessible for sharps; readily accessible handwashing facilities, housekeeping, de-contamination of work sites, and laundering requirements; treatment of staff, to include Candidates, in the event of exposure incidents.

Once a Candidate is presented to Client by Agency, Client agrees to notify Agency within 48 hours of its intentions to accept or not accept the services of said Candidate. Such notices may be given to Agency by email.
Client shall comply with all applicable American Medical Association, federal, state and local standards relating to patient care, the practice of medicine and related activities.

For Locums Tenens Staffing:

Client agrees and understands that Client and Candidate, and not Agency, shall be responsible for determining Candidate’s fees billed to Candidate’s patients, coverage assignments, schedule, number of hours provided, number of patients served and other requirements related to the performance of professional services by Candidate in accordance with the terms set forth in each Assignment.

Client or Client’s billing agent shall bill for, collect, and retain all professional fees generated by services rendered by Candidate.

Unless specified otherwise in an Assignment, Client shall pay or reimburse Agency for all fees and costs of travel and housing en route or on assignment related to the Candidate’s work assignment. These fees and costs may include, but are not limited to, airfare, local transportation, and lodging, as applicable.

Client shall establish and pay for all fees associated with hospital privileges for Candidate.

If a Candidate presented to Client during the Term provides locum tenens coverage for Client within two (2) years (a) after such presentation or (b) after such Candidate ceases to provide services to Client hereunder, Client agrees such services shall have been arranged through Agency. If these services are not arranged through Agency, Agency will consider Client’s use of the Candidate’s services as “Reassignment,” in which case Section 3.4.7 below will be applicable in its entirety. It is understood that Agency is solely responsible for the introduction of a Candidate to Client unless Client notifies Agency in writing within 48 hours of such introduction of Client’s prior knowledge of said Candidate’s availability. Should Client directly refer Candidate to an affiliated organization for either permanent or locum tenens placement, Client will be billed for Agency’s services rendered pursuant to Section 3.4.7 as applicable.

REASSIGNMENT: Client agrees to pay Agency a fee (“Reassignment Fee”) for the reassignment of each Candidate presented to Client who becomes a permanent employee of Client or any organization affiliated with Client within two (2) years (a) after such presentation or (b) after such Candidate ceases to provide services to Client under this Agreement. The amount of the Reassignment Fee will be based on Candidate’s specialty type and experience and will be specified in the Assignment. Outstanding invoices shall be paid in full before permanent reassignment can be exercised. The Reassignment Fee is due as to any Candidate whose services or curriculum vitae were made available to Client orally or in writing by Agency. For purposes of this Agreement, an affiliate of the Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with Client, any entity comprised of one or more owners of Client, or any successor to or assignee of Client. Client agrees not to discuss the fee structure set forth in any Assignment with third parties. Client will not share or distribute credentials of any Candidate or potential Candidate with or to any third party without prior written authorization of Agency.

Client shall provide applicable orientation to Candidate of Client’s facility and required policies and procedures.

If there are any occupational safety hazards or events involving Candidate, or there is any sentinel event or actual or threatened claim arising out of or relating to the acts or omissions of Candidate, Client shall provide Agency written notice of such claim immediately, and in no event, 30 days after Client knew or reasonably should have known of such claim.

COMPENSATION

Client agrees to pay Agency all collection costs and expenses incurred by Agency to enforce this agreement, including but not limited to attorney’s fees, collection agency fees, costs, and expenses.

PERMANENT STAFFING

FEES AND EXPENSES

Client agrees to pay a placement fee to the Agency in the amount of 25 % of the candidate’s estimated total first year’s compensation, including estimated commissions and bonuses, and any signing bonus. Such a fee is not subject to reduction even if the candidate’s employment terminates. Client will be obligated to pay such fee whenever

A candidate referred to Client by Agency is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by Client, its affiliates, parents, or subsidiaries, within 12 months of the most recent activity on behalf of that candidate by Agency or

A candidate referred to Client by Agency is referred by Client to another employer or recruiting firm and the candidate is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by such employer or through such recruiting firm within 12 months of the most recent activity on behalf of that candidate by Agency.

For the purpose of paragraphs 4.1.1 and 4.1.2 above, the word “referred” means any manner or means of communication of a candidate’s identity.

In addition to any fees, Client agrees to pay all reasonable Client pre-approved expenses incurred by the Agency related to the performance of its services under this agreement.

PAYMENT TERMS

Client agrees to pay all placement fees and related expenses within ____ days after candidate’s start date. Interest of 1% per month will be charged on unpaid fees more than ____ days past due. Client agrees to reimburse the Agency for all reasonable costs of collection, including attorney fees.

VOLUME DISCOUNT

If Client hires multiple candidates referred by the Agency in a calendar year, the fee for all placements in the calendar year after the second placement shall be 20% of the candidate’s estimated total first year’s compensation as mentioned above.

FEE LOOK-BACK

In the event the first year’s compensation of a candidate placed by Agency exceeds the estimated compensation upon which the initial fee was based, Agency shall be entitled to an additional fee of ____ % of such additional compensation. This additional fee shall be paid no later than ____ months [allow time for client to calculate and pay bonus] following the candidate’s first day of employment.

Waiver of Fee Where Candidate Is Already Under Active Client Consideration

If Agency refers a candidate to client with whom client has already interviewed or scheduled an interview, and client so advises Agency within ____ business days following the referral, client will not owe Agency a fee in the event client hires the candidate. Client shall provide Agency with documentation at Agency’s request sufficient to establish that the interview has been held or scheduled.

REPLACEMENT GUARANTEE

In the event the employment of a candidate referred to client under this agreement lasts less than ____ calendar days, and if client notifies Agency in writing of the termination within ____ days thereafter, and provided that all fees and expenses relating to such referral have been paid, Agency will attempt to refer a replacement candidate for the same position at no additional charge to client. Agency’s obligation under this agreement is limited to attempting to find a replacement candidate. This provision shall not apply if the candidate is laid off for lack of work or resigns because the client has significantly modified the candidate’s job duties or assigned him or her to another position. No refund will be made if client hires a replacement from any source, or if client is no longer actively seeking to fill the position.

Or a credit could be offered rather than a refund, as the following example provides:

CREDIT: In the event the candidate’s employment lasts less than ____ calendar days, and if client notifies Agency in writing of the termination within ____ days thereafter, and provided that all fees and expenses relating to such referral have been paid, Agency shall credit ____ % of its fee to each of the next ____ placements it makes with client. This provision shall not apply if the candidate is laid off for lack of work or resigns because the client has significantly modified the candidate’s job duties or assigned him or her to another position. No refund will be made if client hires a replacement from any source, or if client is no longer actively seeking to fill the position.

LOCUMS TENENS

Invoices are due upon receipt.
Invoices will be rendered weekly during each Assignment and delivered via email or a web-based application (and Client and Agency shall cooperate to allow Client to obtain invoices in such manner) to the designation set forth in the section entitled “Notices” below.
Payment by Client shall be due within 15 days of the invoice date and shall be paid by check or EFT. Agency may impose a finance charge of 18% per annum (or the maximum charge permitted by law) to all outstanding past due amounts. Information appearing on the invoice shall be deemed accurate and affirmed by Client unless Client notifies Agency in writing, specifying the particular error(s), omission(s) or objection(s) within 30 days of the invoice date. Failure to notify Agency within that time shall constitute a waiver by Client of any objection thereto.
Client agrees to pay Agency the fees and expenses specified in the Assignment for each Candidate. Client agrees to reimburse Agency for the actual amount of any applicable state or local sales, gross or similar tax (“Taxes”) imposed on Fees paid to Agency by Client for candidate coverage.

BACKGROUND CHECKS

Client shall exercise independent judgment as to the professional qualifications of Candidates and whether they meet the requirements of their assignments. Client shall only assign Candidates to areas of practice within their clinical competence.

Upon a request by client, Agency will conduct background checks on candidates. Requests must be in writing and must specify the scope of the background check requested. All background checks will be conducted at client’s expense.

CONFIDENTIALITY OF REFERRALS

Each Party shall keep confidential all Confidential Information of the other party (“Disclosing Party”), and shall not use or disclose such Confidential Information either during or at any time after the Term, without Disclosing Party’s express written consent, unless required to do so by law, court order or subpoena in which case a party shall not disclose such information until it has provided advance written notice to Disclosing Party such that Disclosing Party may timely act to protect such disclosure.

For purposes of this provision, “Confidential Information” means non-public information about either party or its employees or agents that is disclosed or becomes known to the other party as a consequence of or through its activities under this Agreement, including, but not limited to, matters of a business nature, such as Candidate and prospective Candidate’s names and information, bill rates and the terms of this Agreement, requests for placement, costs, profits, margins, markets, sales, business processes, information systems, and any other information of a similar nature.

Client agrees to use appropriate security measures to protect Agency employee, client, and/or Candidate’s personal information from unauthorized access, destruction, use, modification or disclosure in accordance with all federal and state privacy laws.

Client shall hold Agency harmless from any liability resulting from Client’s unauthorized disclosure or misuse of information regarding any candidates or their candidacy.

CONFIDENTIALITY OF CLIENT INFORMATION

Agency agrees to maintain the confidentiality of any nonpublic proprietary client information that it may obtain in the course of performing services under this agreement and shall hold client harmless from any claim, loss, or liability resulting from Agency’s unauthorized disclosure of such information.

REPRESENTATIONS AND WARRANTIES

Client hereby represents and warrants to Agency that it is lawfully organized and is in good standing in the state in which its principal office is located; the Client’s name in the introductory paragraph of this Agreement is Client’s true, correct and complete legal name; and the person executing this Agreement and any amendment has been or will be fully authorized to do so on behalf of and as a binding act of Client.

Each party represents that it is not currently under investigation or debarred by any state or federal governmental agency for Medicare or Medicaid fraud. Further, each party represents that to the best of its reasonable knowledge its currently practicing staff (to include for Agency its Candidates and for Client its physicians and applicable healthcare staff, hereinafter collectively “Staff”), are not currently excluded from participating in the Medicare or Medicaid programs or other government programs which are reported on the OIG or GSA lists. In the event an investigation of a party is initiated by any state or federal governmental agency, or it is discovered that the representations contained herein are false, the non-breaching party reserves the right to immediately terminate this Agreement. It is understood and agreed to by the parties that the ability to verify if any Staff are currently debarred is dependent upon the accuracy of the information contained on the OIG and GSA lists of excluded persons and the representations of each individual Staff.

DISCLAIMER

Agency does not guarantee the performance of any candidate or the accuracy of information provided regarding a candidate, and disclaims any responsibility for claim, loss, or liability as a result of a candidate’s acts or omissions. Agency urges Client to conduct such investigations, as it deems necessary to verify candidate information or to obtain such other information, as it may deem relevant.

Agency shall have no liability for any injury or any loss to any party relating to or in any way arising out of candidate’s professional services at or on behalf of Client.

Client’s acceptance of referrals from Agency, interviewing of candidates referred by Agency, or employment of any such candidates shall constitute Client’s acceptance of the terms and conditions of this agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

To the extent permitted by law, Agency will defend, indemnify, and hold Client 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 Agency’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 1 and 2; or the gross negligence, or willful misconduct of Agency or Agency’s 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 Agency 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 Section 3; or the gross negligence, or willful misconduct of Client or Client’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. Notwithstanding anything to the contrary contained in this Agreement, Agency’s aggregate liability to Client under this Agreement shall not exceed the total amount charged to Client under the Assignment which gives rise to Client’s claim(s).

As a condition precedent to indemnification, the indemnified party shall provide the indemnifying party with:

Prompt written notice of such claim (provided that a failure to provide such notice shall only relieve the indemnifying party of its indemnity obligations to the extent the indemnifying party is materially prejudiced by such failure);
Sole control over the defense and settlement of such claim (provided that the indemnified party may participate in such defense and settlement at its own expense and further provided that the indemnified party will not be responsible for any settlement that it does not approve in writing, such approval not to be unreasonably withheld); and
Information and cooperate as may be reasonably requested by the indemnifying party, at indemnifying party’s expense.

The provisions of this Section of the 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.

FORCE MAJEURE

Neither Agency or Client shall have any liability or responsibility for any delay in or failure of any obligation under this Agreement to the extent to which the fulfillment of such obligation is caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outage, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, to the extent not occasioned by the fault or negligence of the delayed party, governmental act, any declared emergency, travel restriction, epidemic, pandemic or failure of the Internet (a “Force Majeure” event), provided that the delayed party: (1) uses commercially reasonable efforts to give the other party prompt notice of such Force Majeure event, and (2) uses its reasonable commercial efforts to minimize such failure or delay in performance.

Any such excuse for delay will last only as long as the Force Majeure event remains beyond the reasonable control of the delayed party

TERM

This Agreement shall commence on the Effective Date and shall continue for a year (the “Initial Term”), unless terminated earlier as provided herein. At the end of the Initial Term, this Agreement shall automatically be extended for additional terms of equal duration (each such additional term and the Initial Term collectively, the “Term”) unless either party notifies the other party pursuant to Section 13 of its intent to terminate this Agreement prior to such extension.

TERMINATION

Agency reserves the right to terminate this Agreement in writing at any time with thirty (30) days’ notice in advance. In the event such termination results from Client’s misrepresentations herein or in the Assignment, including, without limitation, the nature of candidate’s assignments, or from Client’s breach of any obligations (including financial) herein, Agency may terminate immediately and no prior notice will be required.

Upon termination, Client shall remain liable to the Agency for all fees and expenses due under this agreement for any candidate referred to CLIENT, its affiliates, parents, or subsidiaries, prior to termination. All other provisions of this agreement that by their terms extend beyond the termination of this agreement shall survive such termination and remain in full force and effect.

For locus tenens staffing:

Client may terminate this Agreement or the services of any scheduled candidate at any time in writing with a thirty (30) day’s advanced notice, provided once Client has accepted a candidate through verbal or written communication, termination by Client shall not be effective until thirty (30) days after written notice of termination was received by Agency. Notwithstanding any such termination, Client agrees to pay candidate and will be invoiced, in accordance to the rates agreed upon in the Assignment, for all scheduled time through the effective date of termination. Upon termination, Client also remains obligated for any and all fees and expenses that are due and owing to Agency and candidate under this Agreement, as well as any other fees, expenses or other charges in connection with services performed by Agency or a Candidate through the effective date of termination.

If, at any time during the course of this Agreement or any assignments or placements hereunder, Client does not reasonably find the performance of any candidate to be appropriate, Client shall provide written notice of such determination to Agency, and Agency shall attempt to replace such Candidate. Client shall be solely responsible for terminating Candidate due to a Candidate’s poor performance, including, but not limited to intentional or unintentional dereliction of duties, gross negligence, or loss of hospital privileges, as determined by Client in its sole discretion. Client may request that Agency on Client’s behalf deliver a notice of termination to a Candidate, but under no circumstances shall Agency have the unilateral right or authority to terminate a Candidate’s assignment.

Client remains obligated to pay Agency and candidate, as applicable, for the costs and expenses incurred through the date of Client’s termination of candidate’s assignment.

INDEPENDENT CONTRACTOR

The services provided by the Agency under this agreement are provided as an independent contractor. Nothing in this agreement shall be construed as creating the relationship of principal and agent, joint ventures, or employer and employee, between Agency and Client.

Neither Client nor Agency will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

ASSIGNMENT

This agreement and all of its provisions are binding on and inure to the benefit of Agency and Client and their respective successors and permitted assigns, but neither this agreement nor any of the rights, interests, or obligations hereunder may be assigned by either party without the prior written consent of the other.

GOVERNING LAW

This agreement will be governed by and enforced in accordance with the laws of the state of Wayne County, Michigan. The parties agree that state and federal courts within the state of Michigan shall have the exclusive jurisdiction over any litigation brought or arising out of this agreement.

Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory).

Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section.

In the event Agency files suit to enforce its rights under this agreement and is the prevailing party, Agency shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with the suit.

NON-DISCRIMINATION

Agency does not discriminate in referrals, or consent to discrimination by its clients, against any candidate on the basis of age, race, color, religion, disability, sex, national origin, or veteran status.

Client agrees that it will not seek to terminate a candidate’s placement, nor will it refuse a candidate’s services, for a discriminatory reason, including the candidate’s race, sex, national origin, religion, age, disability, marital status, veteran status, or any other protected classification under applicable law.

NOTICES

All notices, demands, requests, invoices, billing items or other instruments that may be or are required to be given hereunder (“Notices”) shall be in writing and sent to the addresses set forth below by hand delivery, first class, certified mail – return receipt requested or via overnight courier, postage prepaid.

AGENCY

Galaxy Locums Inc.

10605 Control Place, Suite 101 Dallas, TX 75238

CLIENT

[Client’s address]

Client expressly grants permission to Agency to send all facsimile and email communications with respect to an Assignment or a candidate to any Client’s fax number or email address.

INTERPRETATION

The parties acknowledge that they have willfully entered into the Agreement and accepted its language as written. If there is a dispute about the language of this Agreement, the fact of the party that drafted the Agreement shall not be used in its interpretation.

In any case, there shall be no liability to the party that drafted the Agreement.

ENTIRE AGREEMENT

Both parties agree and warrant that this Agreement supersedes any and all other agreements between the parties, either oral or written.

MODIFICATION, SEVERABILITY, WAIVER

This Agreement and any of its terms may be amended, modified, or waived only by a writing acknowledged by the parties.

If any provision herein is held to be contrary to law, such provision will be deemed valid only to the extent permitted by law, and all other provisions shall continue in full force and effect.

Agency’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Agency’s waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default.

IN WITNESS WHEREOF, the undersigned parties have set their hands and seals to this Agreement on this day [ENTER DATE].

For Agency:

___________________________________ _________________________

NAME SIGNATURE

For Client:

___________________________________ _________________________

NAME SIGNATURE

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