[COMPANY NAME]
Master Staffing Agreement

1. Parties
1.1 Agency
Staffing will be provided by [COMPANY NAME], henceforth referred to as the Agency, with a business address of [ADDRESS] and a tax identification number of [TAX ID NUMBER].
1.2 Client
Staffing will be provided to [CUSTOMER NAME], henceforth referred to as the Client, with a business address of [ADDRESS] and a tax identification number of [TAX ID NUMBER].
1.3 Assignees
Staffing will be comprised of employees of the Agency, henceforth referred to as the Assignees.
1.4 Effective Date
This agreement will become effective on [DATE].

2. Services
2.1 Personnel
The Agency will provide qualified Assignees to the Client to perform specific duties as outlined in each Assignee’s Statement of Work (SOW).
2.2 Roles and Responsibilities
The Parties will agree upon a SOW for each individual Assignee. The SOW will include a start and end date as well as specific roles, duties, and responsibilities.
2.3 Minimum Hours
The Client agrees to schedule each Assignee for at least [32] hours of work during each standard 7-day week.
2.4 Replacement
If an Assignee is terminated with written justification to the Agency within 30 days of the Assignee’s start date, the Agency will make a reasonable commercial effort to provide a qualified replacement at the earliest availability.

3. Payment and Fees
3.1 Hourly Rates
The Client will pay the Agency an hourly rate for the labor of each Assignee. The specific rate will be set on the SOW for each Assignee.
3.2 Payment Terms
The Agency will submit labor invoices [BI-WEEKLY/MONTHLY]. Payment will be due 30 days from receipt of the invoice (NET 30).
3.3 Overtime
The client will pay 150% of the rate listed on the SOW for Assignee labor hours in excess of 40 within a standard 7-day week.
3.4 Assignee Expenses [OPTION 1: SMALL/NON-TECHNICAL CO-OPS]
The Client will pay all expenses they deem necessary for the Assignees to complete their work.
3.4 Assignee Expenses [OPTION 2: LARGE/TECHNICAL CO-OPS]
Certain expenses may be covered by the Agency and are reimbursable by the Client. Reimbursable expenses are subject to the following approval process.
3.4.1 Authorization
The Client shall reimburse the Agency for all reasonable and necessary expenses incurred by the Assignees in the performance of their SOW, provided such expenses are approved by the Client in writing in advance with due notice to the Agency.
3.4.2 Reimbursable Items
The following items are eligible for reimbursement: [TRAVEL] [LODGING] [MEALS]
3.4.3 Documentation [TAX REQUIREMENT!]
All requests for reimbursement must include valid copies of the receipts and an expense report that breaks each purchase down as individual line-items with descriptions. Expenses without receipts will not be reimbursed.
3.4.4 Payment Terms
The Agency will submit reimbursement invoices [BI-WEEKLY/MONTHLY]. Payment will be due 30 days from receipt of the invoice (NET 30). A [7.5]% administrative fee will be added to cover processing costs.
3.5 Late Payment
Invoices not paid within 30 days will accrue interest at a rate of up to [1.5]% per month or the maximum amount permitted by law.

4. Employment Relationship
4.1 Employer Status
The Agency is the sole employer of the Assignees.
4.2 Payroll and Benefits
The Agency is responsible for providing payroll, tax withholding, worker’s compensation, and benefits to the Assignees.
4.3 Supervision
The labor performed by the Assignee under this contract is for the sole benefit of the Client and it is therefore the Client who provides day-to-day direction of duties. The Agency provides an administrative employment relationship to the Assignee while the SOW remains active.
4.4 Working Conditions
Workplace conditions provided by the Client will conform to OSHA standards. Incidents of unsafe working conditions, harassment, and discrimination are reportable to the Agency.

5. Termination
5.1 Duration
This agreement will expire [1] year[s] from the effective date.
5.2 Termination Without Cause
This agreement or any SOW can be canceled by the Client or by the Agency with 30 days written notice to all affected Parties.
5.3 Termination With Cause
This agreement can be immediately canceled with written notice by the Client or by the Agency if either party finds conclusively that a material breach of contract by the other party has occurred.

6. Non-Solicitation
6.1 Duties of the Agency and Assignees
The Agency and the Assignees agree not to take part in any form of solicitation or recruitment of the Client’s staff while this agreement remains active.
6.2 Duties of the Client
The Client agrees not to take part in any form of solicitation or recruitment of the Assignees, whether directly or through another agency, while the SOW remains active and for [6] months thereafter.
6.2.1 Early Conversion
If the Client converts an Assignee to an employee within the time-frame covered herein, they shall pay to the Agency a conversion fee equal to [25]% of the Assignees new projected annual base salary. The Client can offer employment to an Assignee only after notifying the Agency in writing and agreeing to the conversion fee amount.
6.2.2 Minimum Hours
Assignees cannot be converted to employees unless they have logged at least [500] hours on their current SOW. The Client shall reimburse the Agency for any shortfall.

7. Liability and Indemnification
7.1 Limitation of Liability
The Parties agree that the Agency’s liability for any claims made by the Client regarding this agreement shall not exceed the total fees paid by the Client to the Agency during the [6] months preceding the date of the claim.
7.2 Professional Liability
The Agency will pay all reasonable and documented claims made by the Client regarding damages caused by Assignees’ gross negligence. All claims must be submitted with supporting documentation including but not limited to third-party invoices and internal labor-logs. The Agency reserves the right to review and contest the reasonableness of any documented claims.
7.3 Agency Indemnification
The Agency agrees to indemnify and hold harmless the Client against any and all claims made regarding the payroll and tax withholdings of the Assignees.
7.4 Client Indemnification
The Client agrees to indemnify and hold harmless the Agency against any and all claims made regarding unsafe working conditions at the Client’s site.
7.5 Insurance Requirements
[General Liability and Professional Indemnity for Errors and Omissions]

8. Confidentiality
8.1 Non-Disclosure
The Parties hereby agree that proprietary information accessed by the Assignees while working for the Client is the sole property of the Client and shall remain secret subject to the Client’s controls.

9. Intellectual Property
9.1 Ownership of Work
The Parties hereby agree that deliverables produced by the Assignees while working for the Client are the sole property of the Client. Tools, methodologies, and utilities developed by the Agency and utilized by the Assignees in the course of their work remain the sole property of the Agency.

10. General Provisions
10.1 Jurisdiction
This contract is subject to the laws of [STATE], [COUNTRY].
10.2 Force Majeure
The Parties hereby agree to hold each other harmless in the event of natural disasters, pandemics, civil unrest, conflict, or acts of God that prevent performance under this contract.
10.3 Superseding Version
The Parties hereby agree that this version of this agreement will supersede and invalidate any versions which may have previously been in force.

https://codeberg.org/Brachylophus/Apoidea/src/branch/main/STAFFING.md