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All's Well Terms Statement for candidates seeking work opportunities.

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All's Well Terms Statement for clients seeking to hire contractors.

All’s Well Staffing Agreement Page 1 of 11 All’s Well Proprietary and Confidential Information

Legal Template 01032022

STAFFING AGREEMENT

This Staffing Agreement (“Agreement”) is by and between All’s Well, Inc., a California corporation (“All’s Well”) and _____, [insert state of incorporation and entity type, e.g., a New York corporation] (“Client”). All’s Well may include one or more of its affiliated entities depending on the state(s) where services will be provided and Client agrees that such affiliates entities may provide such services.

WHEREAS, All’s Well is in the business of placing personnel in temporary job assignments and referring candidates for direct hire positions with employers in the health care industry;

WHEREAS, Client is retaining All’s Well to provide personnel for temporary job assignments with Client and/or to refer candidate(s) for direct hire with Client on an as-needed basis for Client's business;

WHEREAS, All’s Well agrees to provide its services in accordance with the terms of this Agreement, including any exhibits, attachments and schedules hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions contained herein, the parties hereto agree as follows:

1. STAFFING SERVICES

a. All’s Well agrees to provide temporary, temporary-to-hire and direct hire staffing services on an as-needed basis to Client, which may also be described herein as “Staffing Services.”

b. All’s Well shall recruit, hire, complete the I-9 verification and assign All’s Well personnel to perform temporary job assignments at designated Client work sites. Such personnel are “Temporary Associate” or “Temporary Associates.”

c. All’s Well provides its services in compliance with its obligations as an equal opportunity and affirmative action employer. All’s Well’s recruiting procedures are free of discrimination based on race, religion, ancestry, color, national origin, age, gender identity or expression, genetic information, marital status, medical condition, physical or mental disability, protected veteran status, sex (including pregnancy), sexual orientation, or any other characteristic protected by applicable federal, state or local laws. All’s Well also considers qualified applicants regardless of criminal histories, consistent with legal requirements.

d. All’s Well shall perform a reference check for Temporary Associate. The reference check shall be based entirely upon application information provided by the candidate.

e. Background check services are not Staffing Services, but they are available for an additional fee to Client and must be agreed to in writing (email is acceptable) between All’s Well and Client. Background check services may be conducted by one or more of All’s Well’s preferred, third-party vendors (e.g., A-Check Global). Client shall indemnify, defend and hold harmless All’s Well for any and all Losses (defined below) arising from or related to i) the background checks or the performance thereof and ii) any assignment of Temporary Associate to Client at Client’s request before the full completion of Client- or All’s Well-required background checks, including any legal requirements associated therewith.

f. Temporary Associate providing patient care or who will come in contact with any bloodborne pathogens will be subject to applicable health screenings.

g. All’s Well shall be responsible for paying Temporary Associate’s wages and any applicable employer federal, state, and local taxes. In addition, All’s Well shall be responsible for any payments for workers' compensation, disability or other insurance required by law in connection with the provision of Staffing Services by All’s Well under this Agreement and will carry other standard insurance (e.g., Commercial General Liability) at its own cost and expense.

h. All’s Well shall not be responsible for failing to provide a requested Temporary Associate if said associate is unavailable and Client has been so notified at least twenty-four (24) hours in advance of the shift or job assignment or, if less than twenty-four (24) hours in advance, within two (2) hours of Client’s initial assignment request.

2. ASSIGNED SERVICES

a. The services provided by Temporary Associate may also be described herein as “Assigned Services.”

b. The minimum length of any temporary job assignment shall be four (4) hours per Temporary Associate, per day.

c. In the interest of patient safety, while on assignment, Temporary Associate shall be limited to performing job duties as communicated in writing to All’s Well when the original requisition is taken. The requisition may be modified with All’s Well’s written approval. Client shall ensure that Temporary Associate is given a reasonable caseload, not exceeding that which is expected of its own personnel.

d. Temporary Associates are subject at all times to Client’s direct and indirect supervision; All’s Well does not supervise such personnel on their job assignments. Client further agrees that while on assignment with Client, Temporary Associates shall not be permitted, without express advance written approval by an officer of All’s Well, to:

• i) engage in travel or otherwise operate a motor vehicle or any non-office machinery or equipment on behalf of Client
• ii) handle cash or valuables or negotiable instruments (Client shall also not pay Temporary Associates directly or advance any funds to them)
• iii) have unsupervised or uncontrolled access to confidential or proprietary information, including confidential access codes
• iv) have unsupervised access to or control of Client’s business premises
• v) remove any property of Client from Client’s business premises
• vi) purchase, consume or distribute any alcohol
• vii) consume drugs, unless advance written authorization is provided by a physician

Should any Temporary Associate be permitted to engage in any of the above activities, All’s Well shall have no responsibility arising therefrom, and Client agrees to indemnify, defend and hold harmless All’s Well for any and all liabilities, losses, claims, injuries, suits, judgments, expenses, charges, fines, interest or penalties (collectively, “Losses”) resulting from Temporary Associate’s conduct.

e. It is expressly agreed that Temporary Associate shall have no authority to bind All’s Well in any manner.

f. Temporary Associate may be eligible to earn time off or leave based on applicable local laws and regulations. With reasonable notice to Client, Temporary Associate shall be granted time off or leave at All’s Well discretion or as required by applicable law.

3. CLIENT’S RESPONSIBILITIES

a. Any special requirements of Client shall be communicated to All’s Well at the time of Client’s request for the Temporary Associate requisition. This shall include, but shall not necessarily be limited to, any special licensing requirements, any special techniques, equipment, or other requirements necessary for Temporary Associate to perform within the job scope, or whether Temporary Associate shall have access to any manuals or guidelines necessary for the operation of equipment. Client will assure that Temporary Associate is not assigned to use equipment or perform duties for which they are not adequately trained and agrees to provide any necessary training to them.

b. Client may cancel requested Temporary Associate’s Assigned Services at no charge no later than twenty-four (24) hours before the beginning of the shift or job assignment, Monday through Friday, during the regular business hours of 8:00 a.m. to 5:00 p.m. No cancellations for Mondays, weekends or holidays shall be accepted over weekends or holidays. If Client fails to provide All’s Well with such notice of cancellation of any Temporary Associate requested services, Client shall be liable for a minimum non-cancellation fee equal to four (4) hours billable time for such Temporary Associate.

c. Client agrees to immediately contact its All’s Well representative or the All’s Well Human Resources Hotline at (800) 270-9120 upon receipt of any complaint by Temporary Associate regarding, but not limited to, any of the following: sexual harassment, discrimination, retaliation, bullying, wage and hour issues, meal and rest breaks or any other employment-related concern. Further, Client agrees to comply with the American with Disabilities Act and any local health accommodation requirements, and upon request by All’s Well, agrees to participate in an interactive process with All’s Well and any Temporary Associate who seeks a reasonable workplace accommodation.

d. Client agrees that Assigned Services will only be performed at Client's business premises. Client is responsible for providing and collecting personal protective equipment (PPE) necessary for any task performed by Temporary Associates. Client further agrees to comply with all laws, regulations and ordinances relating to work site health and safety, and agrees to provide Temporary Associates a safe and healthful workplace. Moreover, Client agrees to indemnify, defend and hold harmless All’s Well Parties for Losses arising out of Client’s violations of the Occupational Safety and Health Act of 1970, or any similar state law with respect to workplaces owned, leased or supervised by Client, and/or to which Temporary Associates are assigned. For any serious injury, illness or death of Temporary Associate occurring in a place of employment or in connection with Temporary Associate’s assignment with Client, Client shall notify All’s Well immediately (Notification to All’s Well is also required in the event of any accident or medical treatment.) and is required to report immediately, by telephone or fax, to the nearest Occupational Safety and Health Administration (“OSHA”) office. Client is authorized and required by All’s Well to make the report on behalf of both All’s Well and Client. Client shall provide to OSHA all information required by applicable law, as well as All’s Well’s name, address, phone number and contact person, and Temporary Associate’s name. Client shall notify All’s Well immediately after the report has been made. Client will provide adequate first aid/treatment for any injuries suffered by Temporary Associates and is responsible for maintaining an OSHA 300 log.

e. Should Client desire to reassign or relocate Temporary Associate, Client agrees to contact All’s Well to discuss such reassignment or relocation or notify All’s Well in writing prior to doing so. Without prior discussion or written notification, Client agrees to assume all liability for any third party claim arising after any such reassignment or relocation.

f. Upon Client’s request to All’s Well, it is possible for Client to meet with Temporary Associate for the purposes of conducting Client’s own orientation, prior to the start of assignment. Any orientation meeting will be charged at Temporary Associate’s hourly bill rate or markup over pay rate, as applicable.

g. Except as set forth elsewhere in the Agreement, all communications regarding schedules and job assignment requisitions, changes, and cancellations shall be communicated to All’s Well. Client shall not contact Temporary Associates directly regarding such communications.

h. Client agrees that patient care Temporary Associates are restricted from dispensing any/all narcotics without a dual signature of such associate and their supervisor or manager, or an attending physician.

4. TERM AND TERMINATION

a. This Agreement shall be in effect from the last date set forth below (“Effective Date”) and shall continue until terminated at any time by either party in writing. Absent a prior agreement between the parties, services provided by All’s Well or Temporary Associates to Client before the Effective Date shall be considered as having been provided subject to the provisions of this Agreement. Upon termination, Client shall immediately pay for any services provided under this Agreement.

b. The rights and obligations in this Agreement, which by their nature should survive, will remain in full force and effect following the termination of this Agreement.

5. INVOICING AND PAYMENT

a. Client understands that Temporary Associates must be paid weekly, and agrees to promptly review and approve or verify timecards or hours worked. Client agrees to pay and shall be liable for any and all charges incurred based upon Client approved or verified timecards or hours or similar information submitted by Client to All’s Well. If timecards or hours lack timely Client approval or verification, All’s Well will process payroll and invoices based upon the timecards or hours submitted by Temporary Associates.

b. Additional agreed upon pricing for the services to Client under this Agreement may be set forth in one (1) or more exhibit(s) to this Agreement or as mutually agreed upon by the parties in writing.

c. Unless otherwise agreed to by the parties elsewhere in the Agreement and/or in any of the Agreement’s mutually agreed upon ancillary exhibit(s) or document(s), to the extent that All’s Well may be required to pay Temporary Associate overtime under any federal, state or local law, All’s Well, as applicable, will bill Client:

• i) based upon Temporary Associate’s legally applicable hourly pay rate for overtime work plus the markup percentage for Temporary Associate, or
• ii) an overtime bill rate, which will be calculated by applying a multiplier of 1.5 or 2.0 (for double time, where applicable) to Temporary Associate’s hourly bill rate.

d. All’s Well shall invoice Client weekly for services and any other obligations hereunder. Client agrees that payment of invoices is due upon receipt. Client agrees that an account balance that remains unpaid thirty (30) days after the invoice date will be considered in default and that All’s Well may assess a default charge of one and one-half percent (1.5%) per month on any such balance. Client agrees to pay any such default charges and any costs of collection, including attorneys’ fees.

e. Client’s payment method (Check box.): ApplePay’s eCheck. Client may sign up at www.applepay.com. ACH/Other shall be discussed between Client and All’s Well. Notwithstanding anything to the contrary in this Agreement, in the event that All’s Well is subject to any third party fees or costs related to All’s Well’s compliance with Client’s invoicing or payment policies or practices (e.g., Ariba fees, credit card fees, etc.), All’s Well will pass such fees or costs through to Client without markup.

f. Client and All’s Well acknowledge that through the Patient Protection and Affordable Care Act of 2010, as amended (the “ACA”), and regulations promulgated thereby, statutory requirements have been imposed upon certain employers of certain employees working in the United States. All’s Well is committed to fulfilling its ACA obligations through offering ACA-compliant benefits to eligible Temporary Associates. In demonstrating Client’s commitment to ACA compliance, Client agrees to share in ACA-related costs by paying a $0.54 surcharge for each hour of service provided by each Temporary Associate. The surcharge will be billed to Client in a separate line item on the invoice.

g. Client and All’s Well acknowledge that there may be a more costly health care security law than the ACA that applies to Temporary Associate in a specific geography (“Health Care Security Law”). For example, in San Francisco, the San Francisco Health Care Security Ordinance, as amended, and the regulations promulgated thereby (“HCSO”) applies to all Assigned Services provided by Temporary Associate in the City and County of San Francisco, California. In a geography where there is such a Health Care Security Law, the parties agree that All’s Well will invoice Client a surcharge (consistent with such Health Care Security Law) for each hour of service provided by each Temporary Associate in that geography. The surcharge will be billed to Client in a separate line item on the invoice. Client acknowledges and agrees that the costs will periodically increase pursuant to applicable law. All’s Well will invoice Client the updated amount and Client agrees to pay such updated amount. In the event that the a higher Health Care Security Law surcharge described in this section applies, it will supersede the ACA surcharge for such Temporary Associate and such ACA surcharge will not be added for such Temporary Associate.

h. Client, or federal, state or local laws, either currently existing or enacted in the future, may mandate that Temporary Associate undergo specific training (e.g., sexual harassment prevention training), presentations and other curricula (“Trainings”), where the payment of wages is required by law. Unless otherwise agreed to by the parties in writing, the parties agree that All’s Well will invoice Client for the time spent by Temporary Associate on such Trainings, as well as for voting, as allowed by applicable law, according to the hourly pay rate plus markup percentage or bill rate that All’s Well charges for such employee.

i. Federal, state or local laws, either currently existing or enacted in the future, may require All’s Well or Client to provide one or more Temporary Associates with certain paid sick, quarantine or COVID-19-related leave (Each such law is a “Paid Leave Law.”). All’s Well and Client agree to comply with all provisions of each Paid Leave Law with respect to Temporary Associates as such laws become effective. Unless otherwise agreed to by the parties in a writing, to address the costs for compliance with a Paid Leave Law, the parties agree that All’s Well will invoice Client for the paid leave of Temporary Associate according to the hourly pay rate plus markup percentage or bill rate that All’s Well charges for such employee provided that the criteria required for the payment of leave to such employee under applicable law has been met.

j. For the duration of Temporary Associate’s assignment at Client, Client agrees that All’s Well will invoice Client according to the markup percentage over hourly pay rate or the hourly bill rate that All’s Well charges Client for such Temporary Associate for the following six (6) holidays (actual day or All’s Well-observed day) (“Holiday Pay”): New Year’s Day, Memorial Day, Fourth (4th) of July, Labor Day, Thanksgiving Day, and Christmas Day. If Client and All’s Well agree that Temporary Associate will work on assignment for Client on any such holiday, All’s Well will instead invoice Client at a premium rate, which is 1.5 times the hourly bill rate that All’s Well charges Client for such employee or the employee’s legally applicable hourly pay rate times 1.5 plus the markup percentage that All’s Well charges Client for such employee, as applicable.

k. The parties agree that upon thirty (30) days’ written notice to Client, pricing under this Agreement may change if All’s Well’s expenses for statutory or other fixed costs increase, or if new or additional statutory or government-imposed taxes, fees or costs are incurred by All’s Well after the Effective Date. These taxes, fees or costs may include, but are not limited to those related to: Workers’ Compensation Insurance, State Unemployment Insurance, federal, state or local taxes, regulations or ordinances (including but not limited to Wage Determinations, Health & Welfare Benefits, SCLS/SCA, vacation pay, Holiday Pay, Paid Leave Laws or minimum wage laws), or an increase in the ACA or Health Care Security Law surcharge. The parties agree that such written notice may be in the form of an electronic communication, including email.

l. Client shall reimburse All’s Well for any expenses that are incurred by All’s Well or Temporary Associates, which are reasonably related to or arise out of the services provided to Client or the discharge of duties by Temporary Associates for Client under this Agreement (“Reimbursable Expenses”). Such Reimbursable Expenses may include a reasonable amount for Temporary Associate internet service or mobile device service for remote work, Client-required equipment and tools, Client-required uniforms, pre-employment health screening (e.g., COVID-19 testing) and fit for duty doctor’s visit costs. Expenses for travel shall not be invoiced or reimbursed unless such travel expenses have been previously authorized by Client.

m. As Client’s staffing supplier, All’s Well considers itself a critical vendor to Client, and All’s Well is committed to helping its clients through turbulent times. To ensure alignment on this issue, All’s Well requests and Client agrees that, in the unlikely event of a Client bankruptcy filing, that All’s Well will be a critical vendor of Client so that all services performed by All’s Well under this Agreement, or any other agreement between the parties, before and after any bankruptcy filing, are paid in accordance with the parties’ applicable contractual terms.

6. HIRE OF CANDIDATES OR TEMPORARY ASSOCIATES

a. Client understands that All’s Well may i) refer candidates for Client’s evaluation for temporary job assignments or for direct hire positions or ii) assign Temporary Associates at Client often while such persons seek direct hire employment through All’s Well.

b. If Client, either directly or indirectly, such as through any company within Client’s control, solicits, offers employment to and/or hires any All’s Well candidate or employee as an employee or consultant in any position, or utilizes such person’s services through another temporary or outsourcing service, or any party affiliated with Client refers such person to any other employer and said person becomes employed by that employer:

• i) at any time from the date such person’s identity is provided by All’s Well to Client until six (6) months thereafter, or
• ii) within six (6) months after termination of such person’s temporary assignment through All’s Well at Client, whichever is the later,

Client agrees to pay All’s Well, as applicable, a conversion or liquidation fee (for temporary-to hire) or direct hire fee to All’s Well as set forth in this Agreement. If no such fee is provided herein, Client will pay All’s Well a fee equal to thirty percent (30%) of such person’s first year annualized wage or salary.

c. Unless Client presents written evidence to All’s Well of Client’s prior knowledge of an All’s Well referred candidate i) within three (3) business days of All’s Well’s referral of such candidate to Client, or ii) prior to Client’s interview of such candidate, or iii) prior to All’s Well’s assignment of such Temporary Associate at Client, whichever is earliest, Client understands and agrees that Client is liable for the payment of a fee due to All’s Well pursuant to this Agreement.

d. Section 6 survives termination of the Agreement.

7. INDEMNIFICATION

a. Client agrees to indemnify, defend and hold harmless All’s Well and its subsidiaries and related entities, and all of their respective officers, directors, shareholders, employees, agents and representatives (collectively, “All’s Well Parties”) for Losses arising out of any violation of laws by Client.

b. Client agrees to waive any claim and fully defend, indemnify and hold harmless All’s Well Parties from and against any and all Losses arising or alleged to arise in any manner, directly or indirectly, out of the acts or omissions of Client and its employees or anyone under Client's control or direction, or involving Client's premises during the term of this Agreement. This indemnity obligation is intended to indemnify All’s Well Parties against the consequences of their acts or omissions, provided that it shall not apply to liabilities caused by the sole gross negligence or willful misconduct of All’s Well, its subsidiaries or related entities.

c. Despite anything to the contrary in the Agreement, Client shall defend, indemnify and hold harmless All’s Well Parties from and against any and all Losses to the extent caused by Client’s failure to inform All’s Well, in writing, that Client or any job orders or services hereunder, are subject to Federal Acquisition Regulation and/or Defense Federal Acquisition Regulation Supplement, Service Contract Labor Standards, formerly known as the McNamara-O’Hara Service Contract Act of 1965 (“SCLS/SCA”), Davis-Bacon Act of 1931, Federal Paid Sick Leave (EO 13706), or any other federal law where a security clearance or any kind of government-issued credential or designation is required.

d. All’s Well Parties will not be liable for consequential, incidental, exemplary, special or punitive damages, or for loss of revenue or profit (regardless of how characterized and even if such party has been advised of the possibility of such damages) under or in connection with the performance or failure to perform this Agreement, regardless of whether liability arises from breach of contract, tort, or any other theory of liability.

8. GOVERNING LAW AND DISPUTE RESOLUTION

The laws of the State of California shall govern this Agreement, its interpretation, all services or work performed hereunder, and any disputes regarding the work or services. The parties may mutually agree to informally negotiate or mediate any matter concerning this Agreement, or the parties’ rights or obligations pursuant hereto, but any in-person negotiation or mediation must be held in the County of Los Angeles in the State of California.

If negotiation or mediation does not resolve the parties’ dispute, any action concerning this Agreement or the parties’ rights or obligations pursuant hereto, shall be resolved by binding arbitration before JAMS before a single arbitrator, to be conducted at its office located in Los Angeles, California.

Arbitration shall be commenced by written demand of either party to the other, with a copy of the written demand being sent to JAMS, identifying the issue to be arbitrated and the claim of the party. If any party who is required to sign the petition to arbitrate refuses or fails to sign said petition, any of the remaining parties may petition alone for arbitration of the dispute before a single arbitrator with JAMS or may petition the appropriate judicial tribunal for an Order Compelling Arbitration.

The parties shall jointly select an arbitrator from the list of arbitrators provided by JAMS. If the parties are unable to select an arbitrator from the JAMS list of arbitrators within thirty (30) days, the arbitrator shall be selected by All’s Well.

Arbitration hearing shall take place on a date and time selected by the parties, or, in the event that the parties cannot agree, on the date and time selected by the arbitrator. Discovery shall be permitted as authorized by the arbitrator. The successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that arbitration proceeding, in addition to any other relief to which it or they may be entitled. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

9. OTHER TERMS

a. This Agreement supersedes any and all other agreements, either oral or written, between the parties or anyone acting on behalf of a party hereto, with respect to the subject matter hereof. This Agreement contains all of the covenants, conditions, warranties, representations, inducements, promises or agreements (oral, written, on a website, or otherwise) (“Promises”) between the parties with respect to the subject matter hereof. Each party hereto acknowledges that no Promises have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other Promises, which are not contained herein, shall be valid or binding. Any oral Promises or modifications concerning this Agreement shall be of no force or effect, except by a subsequent written amendment to this Agreement.

b. The confidential and/or proprietary information of the disclosing party will be held in strict confidence by the receiving party and will not be disclosed by the receiving party to any third party, or used by the receiving party for its own purposes, except to the extent that such disclosure or use is necessary in the performance by the receiving party of its obligations under this Agreement. The receiving party upon the request of the disclosing party will destroy or return all writings or documents that contain information subject to the protections of this section.

c. In the event that any provision of this Agreement shall be unenforceable or inoperative as a matter of law, the remaining provisions shall remain in full force and effect.

d. A waiver of a breach of any covenant, condition, or promise of this Agreement shall not be deemed a waiver of any succeeding breach of the same or any other covenant, condition, or promise of this Agreement. No waiver shall be deemed to have been given unless given in writing.

e. The parties agree that this Agreement (and/or any of the Agreement’s mutually agreed upon ancillary exhibit(s) or document(s)) may be electronically signed and that any electronic signature appearing on this Agreement (and/or such exhibit(s) or document(s)) is the same as a handwritten signature for the purposes of validity, enforceability and admissibility. Further, the parties agree that this Agreement may be executed in counterparts, each of which together shall be deemed one and the same instrument. Moreover, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

f. All notices under this Agreement shall be given to the parties as stated at the address listed in the bottom of this Agreement.

IN WITNESS WHEREOF

The parties hereto have executed this Agreement.

For Client	For All’s Well
Signature: ____________________	Signature: ____________________
Printed Name: ________________	Printed Name: ________________
Title: ________________________	Title: ________________________
Date: ________________________	Date: ________________________
Address: _____________________	327 W Broadway, Glendale, CA 91204

All’s Well is an equal opportunity and affirmative action employer. We proudly embrace diversity in all of its manifestations. We are firmly committed to anti-racism, and as leaders of fairness in work, do not tolerate or support racism or any discriminatory practices.