Staffing Master Services Agreement Template

MASTER STAFFING SERVICES AGREEMENT

This Master Staffing Services Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between [AGENCY LEGAL NAME], a [STATE] [ENTITY TYPE] ("Agency"), and [CLIENT LEGAL NAME], a [STATE] [ENTITY TYPE] ("Client"). Agency and Client are each a "Party" and together the "Parties."

1. SERVICES
   1.1 Agency will recruit, screen, employ, and assign temporary and/or temp-to-hire personnel ("Assigned Employees") to perform services for Client as described in one or more work orders or rate schedules agreed by the Parties (each, a "Work Order").
   1.2 Each Work Order is governed by this Agreement. If a Work Order conflicts with this Agreement, this Agreement controls unless the Work Order expressly states otherwise and is signed by both Parties.

2. RATES, INVOICING & PAYMENT
   2.1 Client will pay the bill rates set out in the applicable Work Order or rate schedule. Bill rates include the Assigned Employee's wages, employer payroll taxes, workers' compensation, and Agency's margin, unless otherwise stated.
   2.2 Agency will invoice Client [WEEKLY] based on approved time records. Invoices are due within [NET 30] days of the invoice date.
   2.3 Undisputed amounts not paid when due accrue interest at [1.5%] per month or the maximum permitted by law, whichever is less. Client will reimburse Agency's reasonable collection costs, including attorneys' fees.
   2.4 Client will notify Agency in writing of any disputed invoice within [10] business days of receipt; undisputed portions remain payable when due.

3. OVERTIME
   Hours worked by an Assigned Employee in excess of [40] in a workweek (or as otherwise required by applicable law) are billed at [1.5] times the applicable bill rate. Where an Assigned Employee works multiple rates in a workweek, overtime is billed on the blended (weighted-average) rate as required by law.

4. TIME RECORDS
   Client will review and approve the Assigned Employee's time records each pay period. Client's approval (including electronic approval) confirms the hours worked and authorizes the corresponding invoice.

5. EMPLOYMENT RELATIONSHIP
   5.1 Assigned Employees are employees of Agency for purposes of wage payment, payroll tax withholding, unemployment insurance, and workers' compensation. Agency is responsible for paying their wages and providing workers' compensation coverage.
   5.2 Client is responsible for the day-to-day direction, supervision, and control of the Assigned Employees' work and the worksite.

6. CONVERSION / DIRECT HIRE
   6.1 If Client hires, or engages through a third party, an Assigned Employee for a direct or permanent position within [NINETY (90)] days after the Assigned Employee's last day on assignment with Client, a conversion fee applies.
   6.2 The conversion fee is [FIFTEEN PERCENT (15%)] of the Assigned Employee's annualized base compensation, or as set out in the applicable Work Order, and may be reduced based on hours already billed as provided in the Work Order.

7. CLIENT RESPONSIBILITIES & SAFETY
   7.1 Client will provide a safe worksite that complies with applicable health and safety laws, including OSHA requirements, and will provide any site-specific safety training and personal protective equipment beyond standard items.
   7.2 Client will not permit Assigned Employees to operate vehicles or heavy equipment, handle cash or valuables, or perform tasks outside the agreed job description without Agency's prior written consent.
   7.3 Client will promptly notify Agency of any workplace injury involving an Assigned Employee.

8. TERM & TERMINATION
   8.1 This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate for convenience on [THIRTY (30)] days' written notice.
   8.2 Either Party may terminate immediately for the other Party's material breach that remains uncured [TEN (10)] days after written notice.
   8.3 Termination does not relieve Client of the obligation to pay for services performed before the effective date of termination.

9. CONFIDENTIALITY
   Each Party will protect the other's confidential information with reasonable care and use it only to perform this Agreement. This obligation survives termination for [TWO (2)] years.

10. INDEMNIFICATION
    Each Party will indemnify and hold harmless the other from third-party claims arising out of the indemnifying Party's negligence or willful misconduct or its breach of this Agreement, subject to the limitations below.

11. INSURANCE
    Agency will maintain workers' compensation insurance as required by law and commercial general liability insurance of at least [$1,000,000] per occurrence. Each Party will provide a certificate of insurance on request.

12. LIMITATION OF LIABILITY
    Except for indemnification obligations, breaches of confidentiality, or a Party's gross negligence or willful misconduct, neither Party is liable for indirect, incidental, or consequential damages, and each Party's total liability is limited to the amounts paid or payable under the applicable Work Order in the [THREE (3)] months preceding the claim.

13. GENERAL
    13.1 Governing Law. This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-laws rules.
    13.2 Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets.
    13.3 Entire Agreement. This Agreement and its Work Orders are the entire agreement between the Parties and supersede all prior understandings. Amendments must be in writing and signed by both Parties.
    13.4 Notices. Notices must be in writing and delivered to the addresses below or as later designated in writing.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

AGENCY: [AGENCY LEGAL NAME]
By: ______________________________
Name: ____________________________
Title: ___________________________
Date: ____________________________

CLIENT: [CLIENT LEGAL NAME]
By: ______________________________
Name: ____________________________
Title: ___________________________
Date: ____________________________

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This template is provided for general informational purposes only and is not legal advice. Laws vary by state and situation. Have qualified legal counsel review and adapt it before use.