ZAYVON STAFFING AGENCY AGREEMENT

January 18, 2024

ZAYVON STAFFING AGENCY AGREEMENT
THIS SERVICE AGREEMENT is entered into on XXXX
BETWEEN
(1)            XXX  AGENCY whose principal place of
business is at [insert address], [insert city], Canada (the Company)
(2)            [INSERT NAME OF THE CLIENT INSTITUTION] whose mailing address /
principal place of business is at [insert address], [insert city], Canada (the Client)
WHEREAS
(1) The Company is in the business of providing staffing services.
(2) The Client hires the Company to provide Nursing 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 Employee means employees of the Company 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 as set out in Schedule 1
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
services.
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
disability.
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
Employee(s), for the payment of wages, and other compensation, and for any
mandatory withholdings and contributions.
2.8 The Company 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 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
4.2 Payment will be due within 30 days of receipt of the said invoice by the
Client. A late charge of 5% per month on the outstanding amount will be added
to any invoice not paid on time.
4.4 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.
4.5 The Company agrees to keep an exact record of any and all expenses
acquired while performing the Services. The Company will submit an invoice

itemising each expense, along with proof of purchase and receipt, with the
invoice.
4.6 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.
4.7 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.
4.8 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 practicable.
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 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 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
property.
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, 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.
8A Non-Solicitation
The Client shall not solicit, hire, recruit, induce, directly or indirectly the
Assigned Employee 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.
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 Company.

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 Alberta 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.

18.           Notices and service
18.1        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 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:
Company
SEA TORIA, T/A ZAYVON STAFFING AGENCY
Address: [insert address]
[insert city]
Alberta
Canada
E-mail: [insert email]
For the attention of: [insert name of representative]
Client
[INSERT NAME OF THE CLIENT INSTITUTION]
Address: [insert address]

[insert city]
Alberta
Canada
E-mail: [insert email]
For the attention of: [insert name of client’s representative]
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 AGENCY )

__________________

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

__________________

Schedule 1
Services

1. The Company 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
Company to provide the Services.
2. Based on the requirements of the Client, the Company 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

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