Employment Agency Agreement Form

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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by International treaties. IT IS
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ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
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EMPLOYMENT AGENCY AGREEMENT
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This Employment Agency Agreement (the "Agreement") is made and effective this [DATE],
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BETWEEN:
[AGENCY NAME] (the "Agency"), a corporation organized and existing under the
laws of the [STATE/PROVINCE], with its head office located at:
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AND:
[COMPANY NAME] (the "Company"), a corporation organized and existing under
the laws of the [STATE/PROVINCE], with its head office located at:
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In consideration of the matters described above, and of the mutual benefits and obligations set forth in this
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agreement, the parties agree as follows:
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1. RECITALS
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a. Company wishes to contract with Agency for the services of Agency in providing professional
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or skilled labor in the general fields of (the “Services”).
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b. Agency is ready, willing, and able to provide such services as may be required by Company.
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2. SERVICES
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a. Agency understands and agrees that services to be provided Company under and pursuant to
this agreement shall be so provided on a day-to-day, as-needed, basis and that Company in its
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sole discretion shall determine its need, if any, for services or the continuation of services as
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may be provided by Agency under and pursuant to this agreement.
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b. Agency agrees to provide services upon the written request of Company and further agrees
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that the cost of such services shall not exceed the limitation of cost set forth by Company’s
request.
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c. When requesting services, Company shall specify the labor classification(s) required; the
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applicable hourly or daily price for each specified labor classification; the maximum allowable
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cost for each labor classification; and the duration of services applicable to the request,
including beginning date(s) and, when applicable, ending date(s).
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d. Labor classifications applicable to services to be provided under and pursuant to this
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agreement shall be limited to those classifications set forth by Exhibit A, which Exhibit may be
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revised from time to time by mutual agreement between the parties and which Exhibit is
attached to this agreement and, by this reference, made a part of this agreement.
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e. Company shall have sole discretion to establish the minimum qualifications necessary for the
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performance of any service to be rendered under and pursuant to this agreement. Further, if at
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any time and at its sole discretion, Company determines that the services performed under and
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pursuant to this agreement by any of the persons provided by Agency are not satisfactory,
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Company will so notify Agency in writing and Agency shall immediately withdraw such
individual and, at Company’s option, furnish an individual who meets the qualifications
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required.
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©
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by International treaties. IT IS
C
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
o
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EMPLOYMENT AGENCY AGREEMENT
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r
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This Employment Agency Agreement (the "Agreement") is made and effective this [DATE],
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BETWEEN:
[AGENCY NAME] (the "Agency"), a corporation organized and existing under the
laws of the [STATE/PROVINCE], with its head office located at:
E
n
v
AND:
[COMPANY NAME] (the "Company"), a corporation organized and existing under
the laws of the [STATE/PROVINCE], with its head office located at:
i
s
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In consideration of the matters described above, and of the mutual benefits and obligations set forth in this
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agreement, the parties agree as follows:
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1. RECITALS
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a. Company wishes to contract with Agency for the services of Agency in providing professional
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or skilled labor in the general fields of (the “Services”).
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b. Agency is ready, willing, and able to provide such services as may be required by Company.
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2. SERVICES
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a. Agency understands and agrees that services to be provided Company under and pursuant to
this agreement shall be so provided on a day-to-day, as-needed, basis and that Company in its
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sole discretion shall determine its need, if any, for services or the continuation of services as
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may be provided by Agency under and pursuant to this agreement.
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b. Agency agrees to provide services upon the written request of Company and further agrees
2
that the cost of such services shall not exceed the limitation of cost set forth by Company’s
request.
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c. When requesting services, Company shall specify the labor classification(s) required; the
2
applicable hourly or daily price for each specified labor classification; the maximum allowable
.
cost for each labor classification; and the duration of services applicable to the request,
including beginning date(s) and, when applicable, ending date(s).
A
d. Labor classifications applicable to services to be provided under and pursuant to this
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agreement shall be limited to those classifications set forth by Exhibit A, which Exhibit may be
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revised from time to time by mutual agreement between the parties and which Exhibit is
attached to this agreement and, by this reference, made a part of this agreement.
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e. Company shall have sole discretion to establish the minimum qualifications necessary for the
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performance of any service to be rendered under and pursuant to this agreement. Further, if at
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any time and at its sole discretion, Company determines that the services performed under and
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pursuant to this agreement by any of the persons provided by Agency are not satisfactory,
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Company will so notify Agency in writing and Agency shall immediately withdraw such
individual and, at Company’s option, furnish an individual who meets the qualifications
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required.
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©
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by International treaties. IT IS
C
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
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3. COMPENSATION
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For services provided under and pursuant to this agreement and the written requests of Company, Agency
shall be compensated as provided below:
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a. For labor expended by Agency in providing services under and pursuant to this agreement,
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Agency shall be paid an amount equal to the applicable hourly or daily rate multiplied by the
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total number of hours or days actually worked by persons provided by Agency. The hourly or
daily rate shall not exceed those rates set forth by Exhibit A applicable to the labor
classification(s) set forth by Company’s written requests.
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b. Actual expenses of persons provided by Agency incurred in the providing of services and
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directly related to such services, shall be reimbursed by Company to Agency at actual cost
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when supported by appropriate receipts.
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4. PAYMENT
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Payment for services provided Company under and pursuant to this agreement shall be net [NUMBER]
days from the date of receipt by Company of Agency’s invoice. Agency’s invoice shall set forth, as a
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minimum, details of labor expended and expenses actually incurred as provided below:
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a. Agency’s invoice shall set forth the date or dates that persons provided by Agency actually
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worked in providing services under and pursuant to this agreement. Beginning and ending
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dates shall be shown whenever services are provided uninterrupted over a period of time and
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individual dates shall be shown whenever services have been provided on a day-to-day basis.
Agency’s invoice shall clearly show the labor classification, name(s) of Agency-provided
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worker(s), applicable labor rate(s), and the total [AMOUNT] claimed for the period. Whenever
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Agency provides services for an extended period of time, Agency shall submit its invoices for
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labor expended no less often than [ONCE EACH CALENDAR MONTH OR AS THE CASE
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MAY BE].
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b. The expenses incurred by Agency-provided workers directly related to the providing of services
under and pursuant to this agreement shall be reimbursed by Company to Agency. Such
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expenses shall be supported by appropriate receipts and such other supporting details as may
be required by Company. Payment therefore shall be net [NUMBER] days from the date of
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receipt of invoice.
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5. AGENCY-PROVIDED WORKERS
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Agency-provided workers who perform services for Company under and pursuant to this agreement shall
be bound by the provisions of this agreement and Agency shall, at the request of Company, furnish to
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Company satisfactory evidence to that effect.
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6. CONFIDENTIALITY
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a. Agency agrees that all knowledge and information that Agency may receive from Company or
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employees or consultants of Company, or by virtue of the performance of services under and
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pursuant to this agreement, relating to inventions, products, processes, machinery, apparatus,
prices, discounts, costs, business affairs, future plans, or technical data that belong to
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Company or to those with whom Company has contracted regarding such information, and;
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b. All information provided by Agency to Company in reports of work done, together with any other
information acquired or gained by Agency or by Agency-supplied workers, shall for all time and
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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by International treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
for all purposes be regarded by Agency as strictly confidential and held by Agency in
confidence, and solely for Company’s benefit and use, and shall not be used by Agency or
directly or indirectly disclosed by Agency to any person whatsoever excepting to Company or
with Company’s written permission.
c. Upon the request of Company, Agency shall require that Agency-supplied workers assigned to
provide services under and pursuant to this agreement execute a supplementary agreement of
confidentiality and assignment of inventions as set forth by Exhibit A attached to this
agreement, which Exhibit, by this reference, is incorporated into and made a part of this
agreement.
7. INVENTIONS AND COPYRIGHTABLE WORKS
a. Agency further agrees that on behalf of Agency, Agency’s employees and representatives, and
Agency-supplied workers, Agency will promptly communicate and disclose to Company or to
its nominee, all computer programs, documentation, software, and other copyrightable works
(the “copyrightable works”), discoveries, improvements, and inventions (the “inventions”)
conceived, reduced to practice, or made by Agency or by Agency-supplied workers, whether
solely or jointly with others, during the term of this agreement (1) along the lines of Company’s
products or applicable to or useful with the products, or (2) relating to Company’s
manufacturing or other processes or procedures or to machinery or apparatus useful in
connection with such processes or procedures, or (3) relating to Company’s investigations or to
the nature of its business at the time of the invention, or (4) resulting from or related to any work
Agency or Agency-supplied workers may do on behalf of Company or at its request. All such
inventions and copyrightable works that Agency is obligated to disclose, whether patented or
not, shall be and remain entirely the property of Company or its nominees, successors or
assigns. It is agreed that this is a work-made-for-hire agreement and that all such copyrightable
works are works made for hire that shall be the exclusive property of Company. Further,
Agency agrees to assign and assigns to Company any rights it may have in such copyrightable
works.
b. Agency and Agency-supplied workers will assist Company and its nominees, successors, or
assigns, upon request, during and following the term of this agreement, at the expense of
Company, to obtain and maintain for its own benefit, patents for such inventions in any and all
countries. Such assistance shall include, but not be limited to, the execution and delivery of
specific assignments of any such invention and all domestic and foreign patent rights in the
invention, and all other papers and documents that relate to securing and maintaining such
patent rights, and the performance of all other lawful acts, as may be deemed necessary or
advisable by Company or its nominees, successors, or assigns.
8. AGENCY REPRESENTATION
Agency represents and warrants that Agency and its Agency-supplied workers have the right to perform the
services required under and pursuant to this agreement without violation of obligations to others, and that
Agency and its Agency-supplied workers have the right to disclose to Company all information transmitted
to Company in the performance of services under and pursuant to this agreement, and Agency agrees that
any information submitted to Company, whether patentable or not, may be used fully and freely by
Company.
9. DURATION AND TERMINATION
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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by International treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
a. This agreement shall become effective as of the date stated above and shall continue for a
period of [SPECIFY] thereafter. In addition, this agreement may be terminated pursuant to the
following:
i. Immediately upon death or incapacity of any person employed or supplied by Agency
who, in the sole opinion of Company, was essential for the successful performance of
Agency’s obligation under and pursuant to this agreement; or
ii. By either party, with or without cause at any time, upon [NUMBER] days’ prior written
notice; or
iii. By Company, at any time, upon [NUMBER] days’ prior written notice, if Agency assigns
this agreement, or any right or obligation under this agreement, without Company’s
prior written consent; or if there is a change in the control or management of Agency
that is unacceptable to Company; or if Agency ceases to function as a going concern,
or to conduct its operations in the normal course of business.
b. The obligations of Agency under Sections Five and Six above shall survive any expiration or
termination of this agreement.
c. Upon termination of this agreement, Agency will return to Company all written information,
drawings, models, and other materials or files supplied to Agency or created by Agency at the
expense of Company.
10. INDEMNIFICATION
Agency agrees to indemnify and hold Company, its officers, agents, and employees harmless from and
against any and all liabilities, damages, losses, actions, or causes of action, costs, and expenses (including
attorney’s fees), whether relating to property of Company or of any third party, or to personal injury or death,
arising out of or in any way contributed to by the acts or failure to act of the Agency, its agents, employees,
officers, or Agency-supplied workers.
11. INDEPENDENT CONTRACTOR
The status of Agency is that of an independent contractor and not of an agent or employee of Company
and, as such, Agency shall not have the right or power to enter into any contracts, agreements, or any other
commitments on behalf of Company.
12. INSURANCE
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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by International treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
Agency shall maintain in full force and effect, and upon the request of Company, shall furnish evidence
satisfactory to Company that Agency maintains the following insurance coverages:
a. Comprehensive general liability insurance in the minimum amount of [AMOUNT] combined
single limit that will cover any and all losses to Company property, property of third parties, or
personal injuries caused by the acts or omissions of Agency.
b. For any vehicle used by Agency or Agency-supplied workers in providing services under and
pursuant to this agreement, vehicle liability insurance in the minimum amount of [AMOUNT]
combined single limit.
c. Agency will carry Workers’ Compensation and Employer’s Liability Insurance in accordance
with applicable law.
13. ASSIGNMENT
The rights and obligations of Agency under this agreement are personal to Agency and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and
written consent of Company.
14. ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between the parties and any prior understanding or
representation of any kind preceding the date of this agreement shall not be binding upon either party
except to the extent incorporated in this agreement.
15. NOTICES
Any notice provided for or concerning this agreement shall be in writing and be deemed sufficiently given
when sent by certified or registered mail if sent to the respective address of each party as set forth at the
beginning of this agreement.
16. GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws
of the State of [STATE/PROVINCE.
17. PARAGRAPH HEADINGS
The titles to the paragraphs of this agreement are solely for the convenience of the parties and shall not be
used to explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.
18. MODIFICATION OF AGREEMENT
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