Hirely Medical Staffing Terms Statement & Staffing Agreement

Staffing Agreement  Hirely Medical Staffing Nursing Facility Staffing Agreement This Nursing Facility Staffing Agreement (hereinafter “Agreement”) is entered into this __________________, by and between [FACILITY NAME] ____________________, referred to in this Agreement as “[FACILITY NAME] ” and Hirely Med ,an Iowa Limited Liability Corporation including its affiliates and subsidiaries, with an office located at e, referred to in this Agreement as “Hirely Med ., .” RECITALS WHEREAS, [FACILITY NAME] requires health care personnel to provide nursing services to [FACILITY NAME] residents (here in referred to as “RESIDENT(s)”) under the general supervision of the [FACILITY NAME] and wishes to engage Hirely Med ., to provide such personnel to supplement [FACILITY NAME] staff. WHEREAS, Hirely Med ., employs health care personnel and is willing to provide such personnel to [FACILITY NAME]. THEREFORE, in consideration of the above premises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, and intending to be legally bound, [FACILITY NAME] and Hirely Med., hereby agree to the following terms and conditions. ARTICLE 1. TERM OF AGREEMENT Section 1.1 Term. This Agreement will be in effect for one (1) year and will be automatically renewed at the end of the first year and each subsequent year unless terminated. Section 1.2 Termination. Either party may terminate this Agreement at any time, with or without cause, by providing at least thirty (30) days advance written notice of the termination date to the other party. Such termination will have no effect upon the rights and obligations resulting from any transactions occurring prior to the effective date of the termination. ARTICLE 2. RESPONSIBILITIES OF Hirely Med ., . Section 2.1 Services. Hirely Med ., will, upon request by [FACILITY NAME] provide one or more licensed health care personnel (i.e. RNs, LPNs,CMAs and CNAs (collectively, "Health Care Personnel/Personnel") to provide nursing care to [FACILITY NAME] Residents(s), subject to availability of qualified Personnel. Subject to the terms of Section 6.8 of this Agreement, to the extent that Hirely Med ., . is unable to provide the type of healthcare provider requested by [FACILITY NAME], Hirely Med ., will provide [FACILITY NAME] with a higher skilled healthcare provider. Hirely Med ., must, however, bill that higher skilled personnel at that personnel’s fair market value rate. Section 2.2 Personnel. Hirely Med ., will supply [FACILITY NAME] with Personnel who meet the following criteria: 1) Possess current state license/registration and/or certification, as applicable and appropriate for the services provided to [FACILITY NAME]. 2) Possess CPR certification, if required by applicable laws, regulations, or accreditation standards, to be presented to [FACILITY NAME] Administrator upon request. 3) Meet Hirely Med ., and [FACILITY NAME] conditions of employment regarding health clearance (to include proof of pre-employment physical and TB skin testing), provision of professional references, and any other applicable hiring criteria, documentation of which will be kept in the Hirely Med ., employee file. 4) Shall, preferably have at least one (1) year of relevant professional experience and one (1) year of specialty experience, which shall be documented by references and kept on file. Hirely Med Agreement 2023 Hirely Med Staff Medical Staffing Section 2.3 Health Care Personnel Pool. Hirely Med ., will establish a back-up Personnel pool to provide coverage in the event of Personnel sickness, vacation or unexpected termination, while still allowing for consistency in RESIDENT’s care. Section 2.4 Insurance. Hirely Med ., will maintain (at its sole expense), or require the individuals it provides under this Agreement to maintain, a valid policy of insurance evidencing general and professional liability coverage of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, covering the sole negligent acts or omissions which may give rise to liability for services provided under this Agreement. Hirely Med ., will provide a certificate of insurance evidencing such coverage upon request by [FACILITY NAME] . Section 2.5 Employment and Taxes. Hirely Med ., will follow its standard employment policies and procedures to verify that all Personnel meet applicable licensing requirements. Hirely Med ., ., or its subcontractor, if applicable, will maintain direct responsibility as employer for the payment of wages and other compensation, and for any applicable mandatory withholdings and contributions such as federal, state, and local income taxes, social security taxes, worker's compensation, and unemployment insurance. [FACILITY NAME] shall be responsible for any sales tax, gross receipts tax, excise tax or other state taxes applicable to the Services provided by Hirely Med . ARTICLE 3. RESPONSIBILITIES OF [FACILITY NAME] Section 3.1 Responsibility for Patient Care. [FACILITY NAME] retains full authority for patient care while using Hirely Med ., Health Care Personnel. Section 3.2 Make final determination of the suitability of personneldocumented competencies and experience as presented by Hirely Med ., for the designated assignment. Section 3.3 [FACILITY NAME] will provide Hirely Med ., personnel with an orientation to [FACILITY NAME] specific policies and procedures and processes necessary to equip Hirely Med ., ., health care personnel with the knowledge necessary to meet [FACILITY NAME] expectations for personnel. Section 3.4 Right to Dismiss. If [FACILITY NAME] ’s Board or designee determines that anyone provided by Hirely Med ., is incompetent, has engaged in misconduct, or has been negligent, [FACILITY NAME] may require such Personnel to leave the premises and will notify Hirely Med ., immediately. [FACILITY NAME] 's obligation to compensate Hirely Med ., for such Personnel’s services will be limited to the number of hours actually worked. Hirely Med ., will not reassign such Personnel to without prior approval of the [FACILITY NAME] Board or designee. Hirely Med ., has the right to cure such incompetence by replacing incompetent Personnel with competent Personnel. Section 3.4 Insurance. [FACILITY NAME] will maintain at its sole expense valid policies of general and professional liability insurance with minimum limits of $1,000,000 per occurrence and $3,000,000 annual aggregate covering the acts or omissions of its employees, contractors and agents which may give rise to liability in connection with the services under this Agreement. [FACILITY NAME] will give Hirely Med ., prompt written notice of any material changes in [FACILITY NAME] coverage. Section 3.5 Placement Fee. For a period of twelve (12) months following that date on which Hirely Med ., ., Personnel last work at shift at [FACILITY NAME] , [FACILITY NAME] agrees that it will take no steps to recruit, hire, or employ as its own employees or as a contractor, those Personnel provided by Hirely Med ., ., during the term of this Agreement. [FACILITY NAME] understands and agrees Hirely Med ., is not an employment agency and that Personnel are assigned to the [FACILITY NAME] to render temporary service(s) and are not assigned to become employed by the [FACILITY Hirely Med Staff Staffing Agreement 2023 Hirely Med Staff Medical Staffing NAME] . [FACILITY NAME] further acknowledges that there is a substantial investment in business related costs incurred by Hirely Med ., in recruiting, training and employing Personnel, to include advertisement, recruitment, interviewing, evaluation, reference checks, training, and supervising Personnel. In the event that [FACILITY NAME] , or any affiliate, subsidiary, department, or division of [FACILITY NAME] hires, employs, or solicits Hirely Med ., Health Care Personnel, [FACILITY NAME] will be in breach of this Agreement. [FACILITY NAME] agrees to either (a) give Hirely Med ., one hundred eighty (60) days’ notice of its intent to hire, continuing to staff Personnel through Hirely Med ., for a minimum of thirty-six (36) hours per week through the one hundred eighty (180) days’ notice period OR (b) pay Hirely Med ., ., a placement fee equal to the greater of ten thousand dollars ($10,000) or the sum of thirty percent (30%) of such Health Care Personnel's annual salary (calculated as Hourly Pay Rate x 2080 Hours x 30%). ARTICLE 4. MUTUAL RESPONSIBILITIES Section 4.1 Orientation. [FACILITY NAME] will promptly provide Hirely Med ., Health Care Personnel with an adequate and timely orientation to [FACILITY NAME]. [FACILITY NAME] shall review instructions regarding confidentiality (including patient and employee), and orient Hirely Med ., Health Care Personnel to the specific Exposure Control Plan of the [FACILITY NAME] as it pertains to OSHA requirements for bloodborne pathogens, as well as any of the [FACILITY NAME] specific policies and procedures provided to Hirely Med ., for such purpose. Section 4.2 Non-discrimination. Neither Hirely Med ., nor [FACILITY NAME] will discriminate on the basis of age, race, color, national origin, religion, sex, disability, being a qualified disabled veteran, being a qualified veteran of the Vietnam era, or any other category protected by law. ARTICLE 5. COMPENSATION Section 5.1 Invoicing. Hirely Med ., will supply Health Care Personnel under this Agreement at the rates listed in Attachment A. Hirely Med ., will submit invoices to [FACILITY NAME] every week for Personnel provided to [FACILITY NAME] during the preceding week. Invoices shall be submitted to the following address: [FACILITY NAME] ___________________________________ [ADDRESS]________________________________ [Email]__________________________________ ATTN: Accounts Payable Section 5.2 Payment. All amounts due to Hirely Med ., are due and payable within fifteen (30) days from the date of invoice. [FACILITY NAME] will send all payments to the address set forth on the invoice. Send all payments to: or pay online using the Hirely Platform Hirely Med [ADDRESS]: 35 Plymouth St NE Le Mars IA 51031 Section 5.3 Late Payment. Payments not received within thirty (30) days from the applicable invoice date will accumulate interest, until paid, at the rate of one and one-half percent (1.5%) per month on the unpaid balance, equating to an annual percentage rate of eighteen percent (18%) or the maximum rate permitted by applicable law, whichever is less. Hirely Med Staff Staffing Agreement 2023 Hirely Med Staff Medical Staffing Section 5.4 Rate Change. Hirely Med ., will provide [FACILITY NAME] at least thirty (30) days advance written notice of any change in rates. ARTICLE 6. GENERAL TERMS Section 6.1 Independent Contractors. Hirely Med ., and [FACILITY NAME] are independent legal entities. Nothing in this Agreement shall be construed to create the relationship of employer and employee, or principal and agent, or any relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the terms of this Agreement. Neither Hirely Med ., nor [FACILITY NAME] nor any of their respective agents or employees shall control or have any right to control the activities of the other party in carrying out the terms of this Agreement. Section 6.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, and such consent will not be unreasonably withheld. No such consent will be required for assignment to an entity owned by or under common control with assignor or in connection with any acquisition of all of the assets or capital stock of a party; provided however, the assigning party will provide notice of such transaction to the other party and remain fully responsible for compliance with all of the terms of this Agreement. Section 6.3 Indemnification. Hirely Med ., ., agrees to indemnify and hold harmless [FACILITY NAME], and its directors, officers, and agents from and against any and all claims, actions, or liabilities which may be asserted against them by third parties in connection with the sole negligent performance of Hirely Med ., ., its directors, officers, employees, or agents under this Agreement only. [FACILITY NAME] agrees to indemnify and hold harmless Hirely Med ., its directors, officers, shareholders, employees, and agents from and against any and all claims, actions, or liabilities which may be asserted against them by third parties in connection with the negligent performance of [FACILITY NAME] , its directors, officers, employees, contractors, or agents under this Agreement. Section 6.4 Attorney's Fees. In the event either party is required to obtain legal assistance (including in-house counsel) to enforce its rights under this Agreement, or to collect any monies due to such party for services provided, the prevailing party shall be entitled to receive from the other party, in addition to all other sums due, reasonable attorney's fees, court costs and expenses, if any, incurred enforcing its rights and/or collecting its monies. Section 6.5 Notices. Any notice or demand required under this Agreement will be in writing; will be personally served or sent by certified mail, return receipt requested, postage prepaid, or by a recognized overnight carrier which provides proof of receipt; and will be sent to the addresses below. Either party may change the address to which notices are sent by sending written notice of such change of address to the other party. Section 6.6 Headings. The headings of sections and subsections of this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement. Section 6.7 Entire Contract; Counterparts. This Agreement constitutes the entire contract between [FACILITY NAME] and Hirely Med ., regarding the services to be provided hereunder. Any agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be the original, but all of which shall constitute one and the same document. No amendments to this Agreement will be effective unless made in writing and signed by duly authorized representatives of both parties, except as provided in Section 6.9. Section 6.8 Availability of Health Care Personnel. The parties agree that Hirely Med ’s duty to supply Health Care Personnel on request of [FACILITY NAME] is subject to the availability of qualified Hirely Med ., Health Care Personnel. The failure of Hirely Med ., to provide Health Care Personnel or the failure of [FACILITY NAME] to request Health Care Hirely Med Staff Staffing Agreement 2023 Hirely Med Staff Medical Staffing Personnel results in no penalty to [FACILITY NAME] or any party claiming by or through it and shall not constitute a breach of this Agreement. Section 6.9 Compliance with Laws. Hirely Med ., agrees that all services provided pursuant to this Agreement shall be performed in compliance with all applicable federal, state, and/or local rules and regulations. In the event that applicable federal, state or local laws and regulations or applicable accrediting body standards are modified, Hirely Med ., ., reserves the right to notify [FACILITY NAME] in writing of any modifications to the Agreement in order to remain in compliance with such law, rule, or regulations. Section 6.10 Severability. In the event that one or more provision(s) of this Agreement is deemed invalid, unlawful and/or unenforceable, then only that provision will be omitted, and will not affect the validity or enforceability of any other provision; the remaining provisions will be deemed to continue in full force and effect. Section 6.11 Governing Law, Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its principles of conflict of laws. Any dispute or claim form this Agreement shall be resolved exclusively in the federal and state courts of the State of Wisconsin and the parties hereby irrevocably submit to the personal jurisdiction of said courts and waive all defenses thereto. Section 6.12 Limitation on Liability. Neither Hirely Med ., nor [FACILITY NAME] will be responsible for special, indirect, incidental, consequential, or other similar damages, including but not limited to lost profits, that the other party may incur or experience in connection with this Agreement or the services provided, however caused, even if such party has been advised of the possibility of such damages. ARTICLE 7. CONFIDENTIALITY OF PROTECTED HEALTH INFORMATION Section 7.1 Confidentiality. A. Hirely Med / [FACILITY NAME] Information. The parties recognize and acknowledge that, by virtue of entering into this Agreement and providing services hereunder, the parties will have access to certain information of the other party that is confidential and constitutes valuable, special, and unique property of the party. Each of the parties agrees that neither it nor his/her staff shall, at any time either during or subsequent to the term of this Agreement, disclose to others, use, copy, or permit to be copied, except pursuant to his duties for or on behalf of the other party, any secret or confidential information of the party, including, without limitation, information with respect to the party’s patients, costs, prices, and treatment methods at any time used, developed or made by the party during the term of this Agreement and that is not available to the public, without the other party’s prior written consent. B. Terms of this Agreement. Exceptf or disclosure to his/her legal counsel, accountant or financial or other advisors/consultants neither party nor its respective staff shall disclose the terms of this Agreement to any person who is not a party or signatory to this Agreement, unless disclosure thereof is required by law or otherwise authorized by this Agreement. Unauthorized disclosure of the terms of this Agreement shall be a material breach of this Agreement and shall provide the party with the option of pursuing remedies for breach or immediate termination of this Agreement in accordance with the provisions stated herein. C. Patient/Customer Information: Neither party nor its employees shall disclose any financial or medical information regarding patients/customers treated hereunder to any third-party, except where permitted or required by law or where such disclosure is expressly approved by [FACILITY NAME] , Hirely Med ., and patient/customer in writing. Further, each party and its employees shall comply with the other party’s rules, regulations and policies regarding the confidentiality of such information as well as all federal and staltaew s and regulations including, without limitation, the Hirely Med Staff Staffing Agreement 2023 Hirely Med Staff Medical Staffing Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”). D. The obligations set forth in this Section shall survive the termination of this Agreement. Section 7.2 HIPAA/HITECH Obligations. Each party and its respective staff shall comply with all federal and state laws and regulations, and all rules, regulations, and policies of the other party, regarding the confidentiality of patient information, to include, without limitation, HIPAA and HITECH. In addition, if necessary, the parties agree to resist any effort to obtain access to such records or information in judicial proceedings, except such access as is expressly permitted by federal/state regulations. To the extent that [FACILITY NAME] may be a “Covered Entity” as defined by HIPAA, and would therefore be subject to applicable requirements, including, but not limited to, requirements to enter certain contracts with their “business associates,” by HIPAA, the parties acknowledge that a business associate agreement is not needed due to the nature of services provided by Hirely Med . Specifically, the parties acknowledge that under HIPAA, Personnel provided hereunder are considered part of [FACILITY NAME] ’s workforce and to that end, all Protected Health Information (“PHI”) is created, viewed, used, maintained and otherwise stored and safeguarded in [FACILITY NAME] ’s work environment. The parties further acknowledge that PHI is not exchanged between the parties in order for Hirely Med ., to provide Personnel as part of [FACILITY NAME] ’s temporary workforce. Notwithstanding the foregoing, Hirely Med ., and all staff provided to [FACILITY NAME] hereunder shall comply with confidentiality, medical records and/or other applicable laws and regulations with regard to any and all information directly or indirectly accessed or used by Hirely Med ., ., and their personnel, including without limitation HIPAA and HITECH. [FACILITY NAME] and Hirely Med ., have acknowledged their understanding of and agreement to the mutual promises written above by executing and delivering this Agreement as if the date set forth above. [FACILITY NAME] :___________________________ Signature:__________________________________ Printed Name/Title:____________________________ Date:______________________________________ Hirely Med . Signature:___________________________________ Printed Name/Title: Operations Director Date: _______ __________ Hirely Med Staff Staffing Agreement 2023 For Any questions contact Staffing Director at: Phone : 712-413-1928 Email: admin@hirelymed.com Hirely Med Staff Medical Staffing Attachment A Hirely Med Staff ., STAFFING RATES FOR Nursing Facilities Charges will be based on the following hourly rate schedule effective 01/01/2023: Rates: Health Care Personnel Hourly Bill Rate Certified Nursing Assistant $TBD per hour worked License Practical Nurse $$TBD per hour worked Registered Nurse $TBD per hour worked Certified Medical Assistant $TBD per hour worked Charges will be based on the above hourly rate for services provided by a Hirely Med ., health care personnel. Periods of work completed less than one (1) hour will be computed on a pro rata basis to the nearest quarter (1/4) hour. Time worked in excess of the hourly limit mentioned in this section will be reviewed on a per case basis to determine if the hours worked will be authorized and paid by [FACILITY NAME]. Overtime/Holiday Pay: NO OVERTIME PAY OR HOLIDAY RATE. Observed Holiday’s: N/A [FACILITY NAME] and Hirely Med ., have acknowledged their understanding of and agreement to the mutual promises written above by executing and delivering this Agreement as if the date set forth above. [FACILITY NAME] :___________________________ Signature:__________________________________ Printed Name/Title:____________________________ Date:______________________________________ Hirely Med Signature:___________________________________ Printed Name/Title: Hirely Med Staff For Any questions contact Operations Director at: Phone : 712-540-2967 Email: employment@care1nurses.com