Staffing Agreement Terms & Conditions
OptimalChange LLC (“Company”), and _____________________ (“Agency”) agree to the terms and conditions set forth in this Staffing Agreement (the “Agreement”).
Company’s Duties and Responsibilities. The Company will:
A. Recruit, screen, interview, and assign its talent (“Assigned Team Members”) to remotely perform the type of work described on OptimalChange Service Procedure document under the Agency’s supervision;
B. Properly co-supervise the Assigned Team Members performing its work and be responsible for its services;
C. Require Assigned Team Members to sign agreements (in the form of Exhibit A) acknowledging that they are not entitled to paid holidays, paid vacations, disability benefits, insurance, pensions, retirement plans, or any other benefits offered or provided by the Agency; and
D. Require Assigned Team Members to sign confidentiality disclosure agreement (in the form of Exhibit B) before they begin their assignments to the Agency.
Agency’s Duties and Responsibilities. The Agency will:
A. Pay Assigned Team Members’ wages at rates set forth on Exhibit C;
B. Pay, withhold, and transmit payroll taxes (federal, state, or local), provide unemployment insurance and workers’ compensation benefits, and handle unemployment and workers’ compensation claims involving the Assigned Team Members;
C. Responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the Agency payments made to the Assigned Team Members;
D. Properly co-supervise the Assigned Team Members performing its work and be responsible for its business operations, services, and intellectual property;
E. Provide Assigned Team Members with a safe working environment, and provide appropriate task related information and/or training if necessary;
F. Not change Assigned Team Members’ job duties without the Company’s prior express written approval; and
G. Exclude Assigned Team Members from the Agency’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Team Members’ compensation or benefits.
Payment Terms, Bill Rates, and Fees. The Agency agrees to the payment terms, bill rates, and fees set in this Agreement unless specifically modified by the Company via a signed amendment.
A. The Agency will pay the Company for its services at the rates set forth in Exhibit D and will also pay any additional costs and/or fees set forth in this Agreement. Automatic payment will be set up during enrollment. There is a $20 late payment penalty for any payment past fifteen (15) day grace period. The Agency is responsible for directly paying Assigned Team Members on the Agency’s current payroll schedule based on the rates set forth in Exhibit C. Any discrepancies or disputes in invoices, the Agency needs to provide a written notice within sixty (60) days of the incident to the Company.
B. Assigned Team Members are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work the Agency is required to directly pay the Assigned Team Members the special rates for premium work time only when the Agency has authorized, directed, or allowed the Assigned Team Members to work such premium work time. The federal law requires the Agency to pay 150% of the regular bill rate for any work exceeding forty (40) hours in a week.
C. The Agency must notify in writing immediately to the Company if the Agency uses the services of any Assigned Team Member as its direct employee, as an independent contractor, or any other work arrangement within two (2) years/730 days after any assignment of the Assigned Team Member to the Agency from the Company. The Agency has the option to either continue the Assigned Team Member’s assignment from the Company based on the rates and fees set in Exhibit C or pay the Company a flat conversion fee in the amount of $10,000 for that Assigned Team Member.
D. The Company reserves the right to make necessary adjustments to the rates and fees set in this agreement to reflect operational expenses and labor laws. The Company reserves the right to make increases to Assigned Team Member compensation plan. The Company must notify the Agency ninety (90) days prior to any changes.
Status of Assigned Team Member. The Team Members shall have the status of Assigned Team Members to the Company and shall not be employees of the Company. The Team Members will remain Assigned Team Members of the Agency unless subsequently hired by the Agency through the conversion agreement between the Company and the Agency. Because the Assigned Team Members are not employees of the Company, the Team Members are excluded from participating in any fringe benefit plans or programs of the Company, including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s).
Confidentiality. The Company recognizes that the Agency may have access to confidential and proprietary information and trade secrets concerning the Company and its business and operations. The Agency agrees that the Agency will maintain the confidentiality of all such Confidential Information. In particular, and without limiting the foregoing, the Agency acknowledges and understands that the Confidential Information to which the Agency will gain access is the confidential and proprietary information of the Company and the Agency agrees that the Agency will:
A. Not disclose or distribute any Confidential Information to anyone other than the Assigned Team Member of the Agency who has a need to know such information and who has signed an acknowledgement substantially similar to this acknowledgment;
B. Prevent any unauthorized use or disclosure of the Confidential Information;
C. Promptly notify the Company of any unauthorized use of which the Agency learns;
D. Use such Confidential Information for the sole purpose of the Agency’s performance under the Agreement; and
E. Return or destroy any and all copies of the Confidential Information, and any portion thereof, or notes that the Agency have made relating to or based upon the Confidential Information, promptly upon receipt of notice from the Company or the Company’s requesting such return or destruction. The Agency acknowledges and agrees that its obligations set forth herein regarding the non-disclosure, non-use, return and/or destruction of the Confidential Information will survive any such termination or expiration of its access to the Confidential Information.
Agency’s Non-solicitation Terms. The Agency agrees to refrain from directly or indirectly soliciting, recruiting, or attempting to solicit or recruit any Assigned Team Members and employees of the Company so long as this Agreement remains in effect and for a period of two (2) years thereafter, provided, however, that the Agency is not prohibited hereby from general solicitations regarding open positions (e.g., publishing advertisements to the general public or on job-posting websites) the Agency has the option to either continue the Assigned Team Member’s assignment from the Company based on the rates and fees set in Exhibit A or pay the Company a flat conversion fee in the amount of $10,000 for that Assigned Team Member.
Cooperation. The Agency and its officers, partners, employees, and/or affiliates agree to cooperate fully and to provide assistance to the Company and its officers, partners, employees, and/or affiliates in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Team Members.
Compliance with All Laws. The Agency represents and warrants that it is knowledgeable about and operates its business in compliance with all applicable laws and regulations, and further represents and warrants that in its performance under this Agreement, it will remain in compliance with all state and federal laws governing employment and all other laws applicable to the services performed by the Agency under this Agreement.
Term. This Agreement is effective as of the last day that either party signs the Agreement, and will terminate upon thirty (30) days written notice by either party to the other. In addition, the Company may terminate this Agreement immediately upon written notice to the Agency due to any material breach of this Agreement by the Agency.
Indemnification. The Agency agrees to indemnify, defend, and hold the Company harmless from and against any and all costs, expenses (including attorneys’ fees), liabilities, damages, judgments and settlements arising out of or relating to:
A. Any actual or alleged failure by the Agency (or its employees, agents or representatives) to comply with any of the terms of this Agreement; or
B. Willful misconduct, criminal conduct, negligent conduct, or negligent or unintentional omission by the Agency (or its employees, agents or representatives).
Miscellaneous.
A. Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Virginia, without regard to conflict of law principles.
B. Amendments. This Agreement, including Exhibit A, B, C, and D, may not be amended or modified except by a written agreement signed by duly authorized officers of the Company.
C. Assignment. The Agency may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Company.
D. Waiver. No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this agreement will be construed as a waiver of any other right.
E. Severability. In case any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and the invalid, illegal or unenforceable provision will be enforced to the extent permitted by law to conform as closely as possible to the intent of the parties.
D. Successors and Assigns. This Agreement will be binding upon the Agency’s successors, assigns, heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
E. Notices. Any notices required or permitted hereunder will be given to the appropriate party at the address specified below or at such other address as the party will specify in writing. Such notice will be deemed given upon email, upon personal delivery to the appropriate address, or if sent only by overnight mail, three (3) days after the date of mailing.
Entire Agreement. This Agreement, including Exhibit A, B, C, and D, sets forth the exclusive and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements between the parties with respect to the subject matter hereof.
Authorized representatives of the parties have executed this Agreement below to express the parties’ agreement to its terms.
Agency Representative
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