This Healthcare Staffing Agreement together with Attachment 1 hereto and all applicable Exhibits (collectively, the “Agreement”) is entered into by and between ______________ (“Client”) and _________________ (“Agency”) on __________ for the purpose of utilizing healthcare clinicians (“Clinicians”) to provide temporary professional services at the Client’s facilities.

  1. Description of Services.

The Agency will use best efforts to recruit, screen, interview, and assign qualified Clinicians to staff Client facilities.

The attached Exhibit A will outline specific services to be provided by the Agency together with the current fees for these services and other terms specific to each role.

The Client represents, warrants, and covenants that is;

  1. Has obtained and will keep current all the licenses, permits, and authorizations necessary to conduct its business and to utilize the Clinicians in accordance with all applicable laws, rules, and regulations,
  2. Shall provide and be responsible for all oversight of Clinicians in connection with the temporary professional services offered by Clinicians for Client, and
  3. Provide assigned Clinicians 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 worksite.
  4. Term.

The term of this Agreement shall be for one year and will renew automatically for an additional one-year period.

  1. Agency Staff.

All agency staff shall be appropriately licensed in the state of Colorado and maintain a current applicable certification for their respective role.

All Agency staff shall meet the Agency’s conditions of employment, including but not limited to good health, professional references, background checks, and other various hiring criteria.

The Agency will maintain a personnel file to include documentation of the above.

  1. Agency and Client Mutual responsibility.

The Agency shall cooperate with the Client to provide an adequate and timely paid orientation for all the staff we provide to the Client and includes the appropriate and effective orientation in such that each agency staff member and the Client feels that the working conditions are safe and for such clients to effectively provide a safe and secure environment for each patient.

The Client shall be allowed to participate in evaluating each agency staff member provided to the Client.

The Agency shall evaluate each staff member not less than annually and intermittently communicate with the Client for feedback regarding staff members’ performance.

Both parties will cooperate to enable each party to perform its respective client evaluations.

  1. Compensation.

The Client agrees to pay for services rendered under this Agreement in accordance with Exhibit A.

Invoices will be supported by the pertinent time sheers or other agreed systems for documenting time worked by clinicians.

The Client’s signature or other agreed method of approval of the work time submitted for assigned Clinicians to certify that the documented hours are correct and authorizes the Agency to bill the Client for those hours.

If a portion of any invoice is disputed, the Client will pay the undisputed amount.

Payment of the invoices shall be due within 30 days; any unpaid amount after 30 days will incur a penalty of 7% per annum interest on any outstanding balance.

  1. Invoicing.

Invoices will be rendered on a frequency consistency level of the staffing. Frequency rates will often be weekly, but the agency reserves the right to produce bi-weekly or monthly invoices for the clients with lower staffing demands.

Frequency rates will never exceed weekly or be less frequent monthly.

  1. Equal Employment Opportunity Policy.

Both parties acknowledge that they are equal opportunity employers and agree that they do not and will not discriminate against, harass, or retaliate against any employee or job applicant based on race, color, religion, sex, nationality, age, disability, veteran status, sexual orientation, gender identity, or any other status or condition protected by the applicable federal, state or local laws.

The Client will promptly investigate allegations of discrimination, harassment, and retaliation and report to the Agency any suspected discrimination, harassment, and retaliation and report to the Agency any alleged discrimination, harassment, and retaliation either by or against Clinicians immediately.

The Client shall indemnify the Agency for all costs, liabilities, or losses associated with defending any charge, complaint, claim, cause of action or suit (hereinafter collectively referred to as (“claim(s)”) by;

  1. Any governmental or administrative agency and;
  2. Any Clinician or anyone acting on their behalf, in which the Client’s action/inaction has given rise to, in whole or in part, the underlying claim.

This may include but is not limited to claims for breach of contract, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, wrongful discharge, discrimination, harassment, retaliation, or violation of any federal, state, or other governmental statute or regulation.

  1. Notices.

All notices, demands, requests, or other instruments that may be required herein shall be in writing and sent to the address indicated below, by hand delivery, certified email, overnight courier, and by postage.

  1. Termination.

Either party to this Agreement may terminate this agreement upon issuing a 30 days’ notice to the other party. The reasons for termination may include but are not limited to; a party’s material breach and failure to cure the same within 30 days.

  1. Insurance and Indemnification.

The Agency shall keep and maintain professional liability insurance for its staff in the minimum $1,000,000 and $3,000,000 aggregate for each occurrence.

The minimum amount may represent coverage in any combination of an excess amount. The Agency shall provide the Client with a certificate of insurance that this coverage has been obtained and secured.

  1. No Agency Staff Hire-Always Fee.

The Client agrees not to directly or indirectly employ or engage as an independent contractor any agency staff member for a term of 180 days from the last date that the agency staff member worked any hours on behalf of the staff unless the Agency provides the Client with a written exception to this provision.

Violation of this provision will result in a fee due to the agency in the following amounts that vary based on role; RN $20,000, LPN $15,000, CAN//QMAP Caregiver $10,000 due within 30 days of the violation.

Any payment after 30 days will result in an additional 7% (per annum) interest on the amount due for each day payment is late.

  1. HIPPA Requirement.

Agency personnel agrees to keep strictly confidential and trust all confidential information of the Client’s patients.

The Agency agrees to comply with applicable provisions of the administrative simplification section of Health Insurance Portability Act of 1996, as codified at 42 U.S.C. 1320d through d-8 (“HIPPA”), and the requirements of any regulations promulgated, including without limitation to the federal privacy regulations as contained in 45 C.F.R. Part 164 (the “federal privacy Regulations”) and federal security standards as contained in 45 C.F.R. part 142 (the “federal Security Regulations”).

  1. Non-Disclosure.

The Agency and the Client agree not to advertise, disclose, or otherwise discuss the terms of this Agreement with any third parties.

  1. Entire Agreement.

This Agreement (including Exhibit A) contains the entire Agreement between the parties and supersedes all prior oral or written agreements, understandings, commitments, and practices between the parties.

  1. Attorneys’ Fees.

In the event of any action being brought to enforce or interpret this Agreement or any part thereof, the prevailing party shall recover its costs and reasonable attorneys’ fees in bringing such action.

In the event of non-payment by the Client, the Client shall pay all costs incurred by the Agency in collecting delinquent amounts, including collection agency fees.

  1. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of Colorado and all U.S. federal laws where applicable.

The party’s consent to the exclusive jurisdiction of the state and federal courts located in Colorado for any action arising under this Agreement.

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

Staffing Agency;

By: _____________________________

Name: __________________________

Office: __________________________

Date: ___________________________

The Client;

By: _____________________________

Name: __________________________

Office: __________________________

Date: ___________________________



This exhibit sets forth the hourly rates that the client will pay the agency. Rates vary by the role as outlined below. Overtime rates apply for the following days: Christmas Day 12mn-12mn, New Year’s Day 12mn-12mn, Christmas Eve 2p-12mn, New Year’s Eve 2p-12mn, Thanksgiving Day 12mn-12mn, Memorial Day 12mn-12mn, Independence Day 12m-12mn, and Labor Day 12mn-12mn.

Overtime rates will also apply for any shift over 12 hours and any week over 40 hours.

Late call off’s less than 4 hours are a 4-hour charge as each staff member sets aside their schedule, lines up babysitters, etc. To dedicate their time to your facility.

RoleRegular Hourly RateOvertime Hourly Rate
RoleCOVID DIRECT CARE Hourly RateCOVID DIRECT Overtime Hourly Rate
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