has requested that Staffing Firm supply certain personnel to Client on a
temporary basis to supplement Client’s work force. Staffing Firm will supply
such workers to Client (“Assigned Workers”) as Client may from time to time
request, to work under Clients’ direction, control, and supervision, all as set
forth more fully in this Agreement.
- Assigned Workers and
- Staffing Firm will recruit, screen, interview, and assign its
Assigned Workers, to perform the type of work described on Exhibit “A” attached
hereto (the “Assignment”), under Client’s supervision at the locations
specified on Exhibit “A”.
- Client may not change Assigned Workers’ job duties in
an Assignment without Staffing Firm’s express prior written approval. Any changes to an Assignment may result in additional
is solely responsible for any financial obligations incurred by altering an
Assigned Worker’s time worked during an Assignment.
- If Client makes
a request for staffing with less than 72 hours notice (a “Short Notice Assignment”)
and Staffing Firm attempts to fulfill the request and or fills the request, but
the Practice then declines that pre-approved Assigned Worker or cancels the
Assignment after a Worker is assigned, the Practice shall pay the Short Notice Assignment
“Call-in” and cancellation fees identified in the Fee and Shift Schedule. J. To
maintain all necessary licenses and be in good standing with state and federal
- Client will pay Vet 1-1 for all the time the Assigned Worker
is on the Assignment, excluding only that time during an Assignment when the
Assigned Worker is on any breaks required by the Fee and Shift Schedule, or
which are otherwise legally required without pay.
Staffing Firm’s Duties and Responsibilities
Staffing Firm will:
- Recruit, screen, interview, and assign its Assigned Workers,
to perform the Assignment;
- Pay Assigned Workers’ wages and provide them with the
benefits that Staffing Firm offers to them, if any. Pay, withhold, and transmit
payroll taxes; provide unemployment insurance, general liability insurance,
registry bond and workers’ compensation benefits; and handle unemployment and
workers’ compensation claims involving Assigned Workers;
- Require Assigned Workers to sign agreements as set
forth on Exhibit “B” attached hereto acknowledging that they are not entitled
to holidays, vacations, disability benefits, insurance, pensions, or retirement
plans, or any other benefits offered or provided by Client;
- Require Assigned Workers to sign confidentiality agreements
as set forth on Exhibit “C” attached hereto before they begin their assignments
- Make reasonable efforts to provide a similarly
qualified replacement Assigned Worker to the Practice if the Assigned Worker
does not report to work or becomes unavailable due to illness or other
excusable reason. Staffing Firm may substitute workers if necessary. Staffing
Firm will use reasonable efforts to notify the Client within a timely manner of
the need for a substitute.
3. Client’s Duties and Responsibilities
- Properly supervise, direct, and be responsible for all
actions and conduct of the Assigned Workers performing the specified work, as
well as running the Practice during the Assignment.
- Properly supervise, control, and safeguard its
premises, processes, and systems; not permit or require Assigned Workers to
operate any vehicle or mobile equipment, but limit their duties strictly to
duties normally performed in an office and require Assigned Workers to work
only in an office environment;
- Provide Assigned Workers 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
- Exclude Assigned Workers from Client’s benefit plans,
policies, and practices, and not make any offer or promise relating to Assigned
Workers’ compensation or benefits;
- Not entrust Assigned Workers with unattended premises,
cash, checks, keys, credit cards, merchandise, confidential or trade secret
information, negotiable instruments, or other valuables without Staffing Firm’s
express prior written approval or as strictly required by the job description
provided to Staffing Firm.
- Provide a licensed veterinarian under which support
staff, including the Assigned Worker, will work.
- Be solely responsible for the time, tasks, duties, and
activities of the Assigned Worker.
4. Term and Termination.
- This Agreement begins on the Effective Date for a 12
months initial term. Unless the Agreement is cancelled or a renegotiation
notice is sent 30 days prior to expiration of the initial term, the Agreement
will automatically renew for additional 12 month terms.
- Staffing Firm may terminate this Agreement at any time
for any reason with seven (7) days written notice to Client.
- Client may terminate this Agreement at any time for any
reason with seven (7) day written notice is given to Staffing Firm. Client
agrees to pay any cancellation fees that may be applicable and incurred during
- If a party becomes bankrupt or insolvent, discontinues
operations, or fails to make any payments as required by the Agreement, the
other party may terminate the Agreement upon 72 hours written notice.
- Client will remain solely responsible for all costs and
fees incurred under this Agreement before termination both during and after the
Term of this Agreement. Termination of this Agreement shall not affect fees due
for any placed Assigned Workers until their Assignments end.
Liability and Insurance.
Client acknowledges that it is solely responsible for all
aspects of its practice, including compliance with law, its business
operations, products, services, and intellectual property. Client must properly supervise, control, and
safeguard its premises, processes, and systems.
acknowledges that it is solely responsible for all acts or omissions of the
Assigned Employee during the Assignment.
Firm is not liable for, and the Practice specifically releases Staffing Firm
from any liability for, or arising out of, any Worker’s breach of any
exclusivity, non-solicitation, or non-compete agreement the Practice may have
with a Worker.
acknowledges that Staffing Firm is not responsible for Assigned Workers missing
their Shifts for any reason outside of the direct control of Staffing Firm.
to carry appropriate general liability, property, and malpractice insurance
covering all locations where the Assignment takes place, with at least the following types and
limits of insurance or other coverage:
- Employer’s liability
insurance with limits of $1,000,000
- Commercial general liability insurance, including
personal injury, contractual liability, and property damage, with limits of
6. Direct Placement
Direct Placement is a situation where the Staffing Firm is hired by Client as a
recruiter to identify and pre-screen a candidate (the “Referred Worker”) for a
position with the Client, who may then be employed directly by the Client,
without regard to the previous relationship of the Referred Worker to the Staffing
Direct Placement is considered successfully completed upon the completion of
the first day of the employment of the Referred Worker with the Client,
following which the Staffing Firm will invoice the Client for an amount equal
to the fee specified in Appendix “A.”
- IF CLIENT EMPLOYS, CONTRACTS, OR HIRES,
DIRECTLY OR INDIRECTLY, AS AN EMPLOYEE, ANY VET 1-1 EMPLOYEE, INDEPENDENT
CONTRACTOR, OR OTHER WORKER, OR OTHER ASSOCIATE, WHO WAS AN ASSIGNED WORKER
WITH CLIENT WITHIN ONE (1) YEAR OF THE END OF THAT ASSIGNED WORKER’S LAST SHIFT
WITH THE PRACTICE OR DURING WORKER’S ASSIGNMENT OR WORKER’S ‘PROFILE’ WAS SENT
TO THE PRACTICE, CLIENT MUST NOTIFY STAFFING FIRM IMMEDIATELY. CLIENT SHALL PAY VET 1-1 A
PLACEMENT/CONVERSION FEE AS DETERMINED BY THE AGREED ON FEE AND SHIFT SCHEDULE.
THE PLACEMENT FEES ARE APPLICABLE REGARDLESS OF WHETHER THE ASSIGNED WORKER IS
HIRED AT ANOTHER LOCATION, SUBSIDIARY, OR SISTER FACILITY AND IF THE PRACTICE
ACTIVELY RECRUITS THE ASSIGNED WORKER FOR A POSITION. PLACEMENT FEES WILL BE
SENT TO CLIENT VIA INVOICE.
provisions of this Direct Placement section shall survive the termination of
7. Payment Terms, Bill Rates, and Fees
- Client will pay Staffing Firm for its performance at
the rates set forth on Exhibit “A” and will pay any additional costs or fees
set forth in this Agreement. Staffing Firm will invoice Client for services
provided under this Agreement on a weekly basis. Payment is due on receipt of
not paid within 15 days from receipt of the invoice will be considered
past-due. Past-due invoices will be charged a fee of 1.5% per month until paid.
Invoices will be supported by the pertinent time sheets or other agreed system
for documenting time worked by the Assigned Should Staffing Firm be required to engage the services of
an attorney or collection firm in connection with this Agreement or to enforce
payment hereunder, Staffing Firm shall be entitled to reasonable attorney's or
collection fees and costs.
- Client’s signature or other agreed method of approval
of the work time submitted for Assigned Workers certifies that the documented
hours are correct and authorizes Staffing Firm to bill Client for those hours.
If a portion of any invoice is disputed, Client will pay the undisputed portion
upon receipt of the invoice, subject to the terms in this Section.
Workers are presumed to be non-exempt from laws requiring premium pay for overtime
(OT), holiday work, or weekend work. Staffing Firm will charge Client special
rates for premium work time only when an Assigned Worker’s work on assignment
to Client, viewed by itself, would legally require premium pay and Client has
authorized, directed, or allowed the Assigned Worker to work such premium work
time. Client’s special billing rate for premium hours will be the same multiple
of the regular billing rate as Staffing Firm is required to apply to the
Assigned Worker’s regular pay rate. For example, when federal law requires 150%
of pay for work exceeding 40 hours in a week, Client will be billed at 150% of
the regular bill rate for those hours.
addition to the bill rates specified in Exhibit A of this Agreement, Client
will pay Staffing Firm the amount of all new or increased labor costs
associated with Client’s Assigned Workers that Staffing Firm is legally
required to pay, such as wages, benefits, payroll taxes, social program
contributions, or charges linked to benefit levels until the parties agree on
new bill rates.
8. Confidential Information
Both parties may receive information that is proprietary or
confidential to the other party or its affiliated companies and their clients.
Both parties agree to hold such information in strict confidence and not to
disclose such information to third parties or to use such information for any
purpose whatsoever other than performing under this Agreement or as required by
law. No knowledge, possession, or use of Client’s confidential information will
be imputed to Staffing Firm as a result of Assigned Workers’ access to such
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 Workers.
10. Indemnification and Limitation of
- TO THE MAXIMUM EXTENT PERMITTED BY LAW,
STAFFING FIRM 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 STAFFING FIRM’S FAILURE TO DISCHARGE
ITS DUTIES AND RESPONSIBILITIES SET FORTH IN SECTION 1; OR THE GROSS
NEGLIGENCE, OR WILLFUL MISCONDUCT OF STAFFING FIRM.
- TO THE EXTENT PERMITTED BY LAW, CLIENT WILL
DEFEND, INDEMNIFY, AND HOLD STAFFING FIRM 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 SECTIONS 2 and 5; 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
- STAFFING FIRM PROVIDES THE SERVICES “AS IS” WITH NO
WARRANTY AND MAKES NO ASSURANCE AS TO THE RESULTS OF ITS SERVICES. STAFFING FIRM IS TO BE PAID FOR SERVICES
RENDERED IRRESPECTIVE OF THE RESULTS OF SUCH SERVICES.
- STAFFING FIRM’S TOTAL LIABILITY TO
CLIENT FOR ANY CLAIMS, LOSSES, EXPENSES, OR DAMAGES WHATSOEVER ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT FROM ANY CAUSE OR CAUSES, INCLUDING
STAFFING FIRM’S NEGLIGENCE, SHALL NOT IN ANY CASE EXCEED THE TOTAL AMOUNT PAID
TO STAFFING FIRM BY CLIENT WITHIN THE LAST TWELVE MONTHS PRIOR TO ANY CLAIM
GIVING RISE TO ANY SUCH INCIDENT.
- IN NO CASE WILL STAFFING FIRM BE RESPONSIBLE 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.
11. Nature of Relationship
The services that Staffing Firm will render to Client under
this Agreement will be as an independent contractor. Nothing contained in this
Agreement will be construed to create a relationship of principal and agent, or
employer and employee, between Staffing Firm and Client.
of this Agreement, which by their terms extend beyond the termination or
nonrenewal of this Agreement, will remain effective after termination or
provision of this Agreement may be amended or waived unless agreed to in a
writing signed by the parties
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
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.
provisions of this Agreement will inure to the benefit of and be binding
on the parties and their respective representatives, successors, and
- The failure of a party to
enforce the provisions of this Agreement will not be interpreted as a
waiver of any provision or the right of such party thereafter to enforce
each and every provision of this Agreement.
may not transfer or assign this Agreement without Staffing Firm’s written
consent. Any attempted assignment
without such consent shall immediately terminate this Agreement.
headings of the paragraphs of this Agreement are inserted solely for the
convenience of reference. They will in no way define, limit, extend, or aid
in the construction of the scope, extent, or intent of this
agreement will be governed by and construed in accordance with the laws of
the state of Colorado, without reference to any conflicts of law
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.
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.