HERO CONNECTS, LLC STAFFING SERVICES AGREEMENT

THIS SERVICE AGREEMENT is entered into on [insert effective date]
BETWEEN
1. XXX, LLC whose principal place of business is at XXX, XXX (the Agency)
2. [INSERT NAME OF THE SCHOOL/CLIENT] whose mailing address/principal place of
business is at [insert address], XXX
(the Client)
WHEREAS
1. The Agency is in the business of providing staffing services.
2. The Client hires the Agency to provide staffing services 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 Employee means employees of the Agency assigned to the Client based on the
Client’s specifications to perform the work as set out in Schedule 1
Services mean certain staffing services provided by the Agency as set out herein below as well
as in Schedule 1 of this agreement;
a. provide substitute teachers
b. Provide tutors,
c. 1-on-1 support for students from pre-k to 12th grade
d. [expound on the services to be provided by Agency]
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. AGENCY’S OBLIGATIONS
2.1 The Agency 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 services.
2.2 The Agency 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 Agency 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 Agency shall not discriminate against any Candidate because of race, age, color, religion,
sex, ancestry, national origin, place of birth or disability.
2.6 The Agency 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 Agency will maintain responsibility, as an employer of the Assigned Employee(s), for the
payment of wages, and other compensation, and for any mandatory withholdings and
contributions.
2.8 The Agency shall require the Assigned Employees 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 Agency hereby understands and acknowledges that time is of the essence with respect to
the Agency’s obligations defined in this Agreement and that prompt and timely performance of
all such obligations is strictly required.
4. SERVICE FEES
4.1 Payment will be due within two (2) weeks of receipt of the said invoice by the Client.
4.2 From time to time throughout the duration of this Service Agreement, the Agency may incur
certain expenses that are not included as part of the Fee for the Services to this Agreement.
4.3 The Agency agrees to keep an exact record of any and all expenses acquired while
performing the Services. The Agency will submit an invoice itemizing each expense, along
with proof of purchase and receipt, with the invoice.
4.4 The Client shall notify the Agency 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 Agency 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 Agency for all expenses incurred.
4.7 The Client shall pay a fee of [insert amount] if they express that they would like to hire one of
Agent’s independent contractors or staff.
5. WARRANTIES, LIABILITIES AND INDEMNITIES
5.1 The Agency shall promptly notify the Client of:
a. any delays or problems from time to time in the provision of the Services of which the
Agency becomes aware;
b. any circumstances from time to time which may prevent the Agency 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 Agency any defects in the Agency’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 Agency by the Client or
otherwise comes to the attention of the Agency, the Agency shall, without limiting any other
right or remedy of the Client, use its reasonable endeavors to provide such further services as
are necessary in order to rectify the default as soon as is reasonably practicable.
5.4 The parties agree that the rights and benefits held and received by the Client through the
Agency’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 Agency’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
Agency shall be capped to the amount of Service Fees received under this Agreement.

5.6 The Client will indemnify the Agency on first written demand against any or all liabilities
incurred by the Agency 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 Agency and, in particular, that the Agency 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 Agency represents and warrants that the Assigned Employees 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 Agency 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 Agency 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 20 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 Agency 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 Agency may not use the Client’s Intellectual Property for any purpose other than
contracted for in this Service Agreement unless the Agency has written consent from the
Client The Agency shall be responsible for any damages resulting from any unauthorized use
of the Client’s intellectual property.
8. Confidential information
8.1 The Agency 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, employees, Assigned Employees 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 confidential;
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 Agreement.
8.4 Non-Solicitation. The Client shall not solicit, hire, recruit, induce, directly or indirectly the
Assigned Employee to terminate their relationship with the Agency; or to enter into another
arrangement with a third party to circumvent the Agency at any time during the term of this
Agreement or for a period of 12 months after termination of this Agreement for any reason.
9. ANNOUNCEMENTS / PUBLICITY
9.1 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 delayed.
9.2 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.
10. AMENDMENT
10.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf
of the parties to it.
10.2 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.
11. ASSIGNMENT
The Client shall not assign the Agreement or sub-contract the performance thereof without the prior
written consent of the Agency.
12. 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.
13. 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.
14. 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
15. 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 cause.
16. 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.
17. 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 Pennsylvania
applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of
Pennsylvania (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.
18. NOTICES AND SERVICE
18.1 Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
a. in the case of delivery by hand, when delivered;
b. in the case of electronic mail, on a Business Day prior to 5.00 pm, at the time of
receipt;
c. in the case of prepaid recorded delivery, special delivery or registered post, at 10am
on the second Business Day following the date of posting;
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.
18.2 The addresses of the parties for the purpose of clause 18.1 are as follows:
Agency
HERO CONNECTS, LLC
Address: 1500 Chestnut Street Suite 2 #1834 Philadelphia, PA 19122
United States of America
E-mail: [insert email address]
For the attention of: [insert name of contact person]
Client

[INSERT NAME OF THE SCHOOL/CLIENT]
Address: [insert address]
United States of America
E-mail: [insert email]
For the attention of: [insert name of contact person from the school/client]
19. 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.

SIGNED by )
for and on behalf of XXX LLC )

__________________

SIGNED by )
for and on behalf of [INSERT NAME OF THE
SCHOOL/CLIENT] )

__________________

SCHEDULE 1: SERVICES

1. The Agency shall 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 Agency to provide the
Services.
2. Based on the requirements of the Client, the Agency shall:
 identify Candidates

☑  pre-employment screening of the Employees
☑  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 Employee;
(b) providing a safe working environment to the Assigned Employee 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 Employee’s performance

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