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Staffing Agency Contract

This Agreement is governed by the laws of the State of [_state_name].

CLIENT:
Company: ________________
Contact: ________________
Address: ________________, ________, ____ _____
Phone: (___) ___-____
Email: ________________

STAFFING AGENCY:
Agency: ________________
License #: ________________

RECITALS

WHEREAS, Agency is in the business of recruiting, screening, and placing temporary, contract, and/or permanent employees ("Placed Workers") with client companies;
WHEREAS, Client desires to engage Agency to provide staffing services for the position(s) and under the terms described herein;
WHEREAS, Agency holds all necessary licenses and registrations required by the state of [State] to operate as a staffing agency;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

ARTICLE 1: SERVICES & PLACEMENT

1.1 Placement Type.
Agency shall provide [placement type] services to Client as described in this Agreement.
1.2 Position.
Agency shall recruit, screen, and place qualified workers for the following position(s):
Position Title: ________________
Number of Workers: ____
Work Schedule: ________________
Work Location: ________________
Estimated Duration: ________________
1.3 Qualifications.
Agency shall use reasonable efforts to place workers qualified for the position described above.
1.4 Industry.
Client operates in the [industry] industry. Agency shall take into account any industry-specific requirements, certifications, or safety training when selecting Placed Workers.
1.5 Employer of Record.
Agency shall remain the employer of record for all Placed Workers during the term of their assignment, unless converted to direct employment.

ARTICLE 2: FEE SCHEDULE

ARTICLE 3: PAYMENT TERMS

3.1 Payment Schedule.
Client shall pay all invoices within [payment terms] of the invoice date.
3.2 Late Payment.
Client agrees to make all payments in a timely manner. Agency reserves the right to suspend services if payments are more than thirty (30) days past due.
3.3 Disputed Invoices.
Client shall notify Agency in writing within ten (10) business days of receipt of any disputed invoice, specifying the nature of the dispute. Undisputed amounts shall remain due on the original terms.

ARTICLE 4: WORKER STATUS & EMPLOYMENT

4.1 Employer of Record.
Agency shall be the employer of record for all Placed Workers for the duration of their assignment. Agency shall be responsible for: (a) Payroll and payroll tax withholding; (b) Unemployment insurance; (c) Workers' compensation insurance as required by law; (d) Any employee benefits provided by Agency to its employees; (e) Compliance with all applicable federal, state, and local employment laws, including the Fair Labor Standards Act (29 U.S.C. § 201 et seq.).
4.2 Client Supervision.
While Agency is the employer of record, Client shall have day-to-day supervisory authority over Placed Workers' job duties, schedules, and work performance during their assignment.
4.3 No Joint Employment.
Nothing in this Agreement shall create a joint employment relationship between Client and Agency with respect to Placed Workers, except as may be required by applicable law. The Parties acknowledge that joint employer liability under federal law (including the NLRA and FLSA) and applicable state law is determined by the actual degree of control exercised over the workers, not solely by contractual language. Both Parties agree to conduct their relationship in a manner consistent with their respective roles as set forth herein, consistent with the standards established in Browning-Ferris Industries, 362 NLRB No. 186 (2015) and FLSA joint employer standards under 29 U.S.C. § 203(d).
4.4 Worker Classification.
Agency warrants that all Placed Workers are classified as W-2 employees of Agency and not as independent contractors. Agency shall be solely responsible for all employer tax obligations, including FICA (IRC § 3111), FUTA (IRC § 3301), and state unemployment insurance.

ARTICLE 5: WORKERS' COMPENSATION & INSURANCE

5.1 Workers' Compensation.
Agency shall maintain workers' compensation insurance for all Placed Workers as required by the laws of [State]. Agency shall provide Client with a certificate of insurance upon request.
5.2 Certificates.
Agency shall provide Client with certificates of insurance for all required coverage within ten (10) business days of the Effective Date and upon each renewal thereafter.

ARTICLE 6: NON-SOLICITATION

6.1 Solicitation.
Client may hire Placed Workers directly, subject to the terms and fees described in this Agreement.

ARTICLE 7: CONFIDENTIALITY

7.1 Confidential Information.
Each Party acknowledges that it may receive confidential information belonging to the other Party during the performance of this Agreement, including but not limited to business strategies, client lists, financial data, and proprietary processes ("Confidential Information").
7.2 Non-Disclosure.
Each Party agrees to hold all Confidential Information in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing Party, except as required by law.
7.3 Return of Information.
Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information received from the other Party.
7.4 Survival.
The obligations set forth in this Article shall survive the termination of this Agreement for a period of two (2) years.
7.5 NOTICE OF IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT:
Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

ARTICLE 8: INDEMNIFICATION

8.1 Agency Indemnification.
Agency shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Agency's breach of this Agreement; (b) Agency's negligent acts or omissions; (c) Any employment-related claim brought by a Placed Worker against Agency in its capacity as employer of record; (d) Agency's failure to comply with applicable employment laws.
8.2 Client Indemnification.
Client shall indemnify, defend, and hold harmless Agency from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of this Agreement; (b) Client's negligent acts or omissions; (c) Unsafe working conditions at Client's worksite; (d) Client's failure to comply with applicable workplace safety laws.
8.3 Joint Employer Claims.
In the event any governmental agency or court determines that a joint employment relationship exists between Client and Agency with respect to any Placed Worker, each Party shall be responsible for the liabilities arising from its own acts, omissions, and obligations. Mutual indemnification under this Article shall apply to the fullest extent permitted by law.

ARTICLE 9: TERM & TERMINATION

9.1 Term.
This Agreement shall commence on the Effective Date (___/___/______) and shall continue until terminated as provided herein.
9.2 Termination for Convenience.
Either Party may terminate this Agreement at any time by providing ____ days' written notice to the other Party.
9.3 Termination for Cause.
Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) Materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of written notice; (b) Becomes insolvent or files for bankruptcy; (c) Engages in illegal activity related to the subject matter of this Agreement.
9.4 Effect of Termination.
Upon termination: (a) Client shall pay all amounts due for services rendered through the termination date; (b) Active assignments may continue through their scheduled end date unless otherwise agreed; (c) All provisions that by their nature should survive termination shall survive, including Articles 8, 9, and 10.

ARTICLE 10: GENERAL PROVISIONS

10.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the state of [State].
10.2 Entire Agreement.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between them.
10.3 Amendment.
This Agreement may not be amended or modified except by a written instrument signed by both Parties.
10.4 Severability.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
10.5 Waiver.
The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce such provision in the future.
10.6 Notices.
All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, or by email to the addresses set forth in this Agreement.
10.7 Assignment.
Neither Party may assign this Agreement without the prior written consent of the other Party.
10.8 Force Majeure.
Neither Party shall be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Staffing Agency Contract as of the date first written above.

CLIENT:

Signature: ___________________

Date: ___________________

Company Name: [Company Name]

STAFFING AGENCY:

Signature: ___________________

Date: ___________________

Agency: [Agency Name]
License/Registration #: [License #]

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