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Recruitment/Staffing Services Agreement
This Recruitment/Staffing Services Agreement (the “Agreement”) is entered into by and between [Company Name], a [entity type] organized under the laws of the State of [State], with its principal place of business at [Company Address] (“Company”), and [Agency Name], a [entity type] organized under the laws of the State of [State], with its principal place of business at [Agency Address] (“Agency”). This Agreement is effective as of [Effective Date].
Purpose/Notes: Master agreement between hiring company and recruiter/agency. Neutral drafting with choice-of-law flexibility for multi-state use.
1. Contract Staffing Services
1.1 Services. Agency shall provide qualified individuals (each, a “Contractor” or “Candidate”) as requested by Company. Company will specify schedules, qualifications, and scope in a work order or exhibit. Terms may be modified only by a written amendment signed by both parties. Company may discontinue any Contractor at any time upon notice to Agency.
1.2 Status of Contractors. Contractors shall be employees of Agency and independent contractors to Company. Contractors are excluded from Company fringe benefits (including health insurance, retirement plans, workers’ compensation, and unemployment insurance).
1.3 Confidentiality. Each Contractor must sign Company’s proprietary information or confidentiality agreement before performing services. Agency shall maintain the confidentiality of all Company information and ensure Contractors do the same. These obligations survive termination.
1.4 Right to Hire / Conversion Fee. Company may offer employment to any Contractor. If hired within [e.g., 12 months] of initial placement, Company shall pay Agency a conversion fee of [e.g., 20% of Contractor’s first-year base salary].
2. Agency Obligations
Agency is responsible for all employer obligations for Contractors, including payroll, taxes, benefits, insurance, and compliance with applicable federal, state, and local laws (e.g., FLSA, ADA, workers’ compensation). Agency shall maintain appropriate insurance, including professional liability.
3. Fees and Payment
Billing rates for Contractors shall be [e.g., $X per hour or as set forth in Exhibit A]. Agency will invoice [monthly/biweekly]; payment is due within [e.g., 45] days of invoice date. Fees are all-inclusive unless otherwise agreed in writing.
4. Nonsolicitation
During the Term and for [e.g., 12 months] thereafter, neither party shall solicit or hire the other party’s employees or contractors without prior written consent, except through general solicitations not targeting the other party.
5. Term and Termination
This Agreement begins on the Effective Date and continues until terminated by either party on [e.g., 30 days’] written notice. Termination does not affect accrued obligations.
6. Compliance with Laws
Each party will comply with all applicable laws. Agency shall ensure all Contractors have legal work authorization (e.g., I-9 verification where applicable).
7. Indemnification
Agency shall indemnify, defend, and hold harmless Company from claims arising out of Agency’s or Contractors’ acts or omissions, including employment-law violations, except to the extent caused by Company.
8. Governing Law
This Agreement is governed by the laws of the state where services are primarily performed, without regard to conflicts principles. If services span multiple states, the law of the state where the Contractor primarily works shall apply.
9. Severability
If any provision is held invalid or unenforceable, the remainder remains in effect. The parties shall negotiate a valid provision that most closely reflects the original intent.
10. Entire Agreement; Amendments
This Agreement (including exhibits) constitutes the entire agreement and supersedes prior discussions. Amendments must be in a signed writing.
[Company Name]
By: ______________________________
Name: [Authorized Signer]
Title: [Title]
Date: ____________________________
[Agency Name]
By: ______________________________
Name: [Authorized Signer]
Title: [Title]
Date: ____________________________
Exhibit A — Contractor Details and Rates
Attach role, rate, schedule, location, supervisor, and other specifics.
State Addenda (if needed): Add state-specific terms (e.g., California—no post-employment non-competes; New York—wage-theft prevention notices).