MASTER SERVICE AGREEMENT
The following terms and conditions are incorporated into the Temporary Healthcare Staffing Agreement between AllShifts and CLIENT and form an integral part of the Agreement.
1. AllSHIFTS’ DUTIES AND RESPONSIBILITIES. AllShifts or qualified contractor there-through will:
a. Pay Assigned Employees’ wages and provide them with the benefits that AllShifts offers to them; b. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees; c. Provide Assigned Employees for services to be rendered pursuant to this AGREEMENT at CLIENT’s Facility, located at the address listed in the first paragraph of this AGREEMENT; d. Maintain and provide insurance covering all AllShifts’ employees performing services for the CLIENT under this AGREEMENT, as follows: (i) Workers’ Compensation and Employers’ Liability Insurance as prescribed by law; (ii) Comprehensive General Liability (Bodily Injury and Property Damage) Insurance, in an amount not less than $1,000,000 per occurrence, $3,000,000 in similar type of businesses. AllShifts shall provide a copy of the applicable insurance certificate at the CLIENT’s request.
AllShifts, as a licensed and bonded independent contractor, declares that to the best of its knowledge the employees hired and assigned to CLIENT have met all employment medical prerequisite and examinations as follows: proof of current licensure, registration and or certification (if applicable), proof of Physical, PPD, CPR certificate, criminal background check and shall provide such proof of documentation, as may be required by CLIENT. If CLIENT requests additional proof outside of AllShifts’ normally provided documentation, CLIENT may be charged an additional fee. AllShifts acknowledges that solely for the purpose of workers’ compensation coverage, CLIENT is a “special employer” of Assigned Employees, and AllShifts shall carry the requisite workers compensation insurance coverage for all Assigned Employees.
2. CLIENTS’ DUTIES AND RESPONSIBILITIES. Client will:
a. Properly supervise Assigned Employee(s) performing Client’s work, including compliance with all rest break, meal break and all other laws and regulations which apply to Client’s own employees, and be responsible for Client’s business operations, services, and confidential information; b. Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Employees to be entrusted with confidential information, without AllShifts’ express prior written approval or as strictly required by the job description provided to AllShifts; c. Provide Assigned Employees with a safe work site and provide appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site, and address reporting of any workplace accidents consistent with state and or federal law; d. Provide training and provisions for personal protective equipment (PPE), engineering, housekeeping and workplace controls, including but not limited to: PPE in appropriate sizes at accessible locations, accounting for hypoallergenic materials as needed, closable, puncture- resistant, leak proof containers readily accessible for sharps; readily accessible handwashing facilities, housekeeping, de-contamination of work sites, and laundering requirements; treatment of staff, to include Assigned Employee, in the event of exposure incidents. e. Not change Assigned Employees’ job duties or job location without AllShifts’ express prior written approval; f. Exclude Assigned Employees from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits; and, g. Promptly pay all invoices pursuant to the procedures set forth below.
3. TERM.
a. This AGREEMENT shall be in effect from the date of its execution for a minimum period of 12 months and shall continue until terminated by written notice from AllShifts. If not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods until terminated by either party upon not less than thirty (30) days written notice prior to the expiration of the then current renewal term.
4. PAYMENT TERMS, BILL RATES, FEES, AND PROCESSES.
a. CLIENT PAYMENT. CLIENT understands that AllShifts pays Assigned Employees (whom AllShifts sends to CLIENT’s Facility) weekly, and that it is critical to AllShifts that CLIENT make prompt payment to AllShifts for AllShifts to continue to recruit and retain high quality staff to reliably fill CLIENT’s needs consistently. If payment option is left unspecified, the Agreement will default to Net 30 Day Terms.
i. NET 30 DAY TERMS. All invoices are payable to AllShifts within 30 (thirty) days of receipt of invoice. Client agrees that this Agreement supersedes client’s general vendor terms, if different from AllShifts’ Net 30 terms. There is an initial credit limit of up to $10,000 for new accounts, pending a credit investigation. As outstanding balances are consistently paid in a timely manner, AllShifts, at its sole discretion, will increase credit for Client’s account, accordingly. HOW IT WORKS: AllShifts will process payroll for its nurses on Wednesday at 5pm. On the following day (Thursday), AllShifts will send an automated email with the exact billings for that week, which will be due in 30 days. The automated email will also serve as an Account Statement, detailing all outstanding balances. LATE PAYMENTS: Any unpaid invoice aging 15 (fifteen) days after the due date will be charged a one-time penalty of 6.5%, plus an additional 2% rate of interest per month. If the invoice remains unpaid fifteen days after the date thereof, the client shall be responsible for all accrued finance charges and all reasonable attorney fees and collection costs in addition to applicable interest.
ii. ACH DEDUCTION OPTION CLIENT chooses to pay weekly ACH deductions from client accounts. AllShifts will process payroll for its nurses on Wednesday at 5pm. By 5:30pm, AllShifts will send an automated email with the exact billings for that week which will be withdrawn by ACH deduction. On Thursday, AllShifts will initiate the ACH transfer. On Friday, the full billings minus the 2% discount will be withdrawn by ACH deduction. For CLIENTS choosing payment by ACH, CLIENT has the option of choosing CLIENT’s principal place of business or the forum set forth herein in the FORUM SELECTION clause.
b. INVOICES. Invoices will be generated on a weekly basis, supported by the pertinent time sheets for documenting time worked by the Assigned Employees. CLIENT agrees to execute promptly Assigned Employees’ timesheets after the shift is complete. CLIENT’s signature or other agreed method of approval of the work time submitted for Assigned Employees constitutes acceptance by the CLIENT that the documented hours are correct, and that CLIENT authorizes AllShifts to bill CLIENT for those hours. If the CLIENT disputes a portion of any invoice, this will not relieve the CLIENT of the obligation to pay any undisputed portion within the terms set in this agreement.
c. As an additional measure, AllShifts will email a confirmation of the shifts worked to the Point-Of-Contact, as indicated by CLIENT below, following receipt of the Assigned Employees’ timesheet(s). CLIENT will have 24 hours, from the time the confirmation email was delivered, to dispute the listed shift(s) if there are any discrepancies and to make any adjustments deemed necessary. These emails will also include copies of timesheets which were already signed by CLIENT personnel.
d. If CLIENT does not respond to the confirmation of shifts within 24 hours, CLIENT acknowledges that the shifts reflected on all invoices are accurate and correct. CLIENT shall be responsible for all shifts that are approved or approved-by-default (if CLIENT misses the 24-hour deadline). AllShifts reserves the right to make necessary corrections to timesheets and present invoices marked original for payment according to the original scheduled date and time defined in this AGREEMENT.
e. It is the CLIENT’S responsibility to inform AllShifts if any scheduling issues or objectionable performance issues arise while the Assigned Employee is working for the CLIENT. If the CLIENT sends the Assigned Employee home prior to the scheduled shift end time, they are obligated to pay for the hours the Assigned Employee worked prior to being sent home. If the Assigned Employee works at the CLIENT’s facility, CLIENT is responsible to pay for the corresponding hours.
f. HOLIDAY AND VACATION RATES. The rate schedule for all positions is included as Exhibit A in this AGREEMENT. Billing will be calculated at a rate 1.5X (time and a half) the normal hourly rates if services are performed on the following holidays:
i. New Years Day
ii. Christmas Day
iii. Thanksgiving
iv. Memorial Day
v. Labor Day
vi. Easter
vii. Independence Day
viii. Martin Luther King Day
ix. Presidents Day
x. Columbus Day
xi. Veterans Day
xii. Juneteenth Day
g. Additionally, the CLIENT agrees to pay overtime at the rate 1.5X (time and a half) the normal hourly rates of any Assigned Employee who works more than 40 hours per week. For purposes of calculating overtime, weeks run from 7:00 AM Monday through 7:00 AM Monday. Weekends start at 11:00 PM on Friday and end at 7:00 AM on the following Monday. Holidays start at 11:00 PM on the eve before the holiday, and end at 11:00 PM on the day of the holiday. CLIENT agrees that this contract supersedes CLIENT’s internal weekly schedule, if different from the schedule noted above. Client further agrees that Client’s internal overtime approval process is the Client’s responsibility. If a staffer works shifts which put staffer into overtime for the week at Client’s facility, the Client shall be responsible for paying overtime rates as described herein, without exception. h. All payments will be processed weekly. If either ACH or credit card transaction is declined for any reason, CLIENT will have 5 (five) business days to remit payment. If payment is not received by the end of 5 (five) business days from declined transaction, staffing will be paused temporarily, and a one-time 6.5% penalty will be assessed to CLIENT’s outstanding balance; an additional 2% penalty fee will be added monthly until these outstanding balances have been paid. Staffing will be resumed once full payment has been received. i. CLIENT is responsible to promptly inform AllShifts of changes to the CLIENT’s A/P staff emails. Should the CLIENT fail to inform AllShifts of these changes, the CLIENT remains responsible for paying all invoices within the terms of this AGREEMENT.
5. NONDISCRIMINATION AND SEXUAL HARASSMENT POLICY.
a. All parties acknowledge that they are equal opportunity employers and agree that they do not and will not discriminate against employees based on race, color, religion, sex, national origin, age, disability, veteran status, sexual orientation or any other status or condition protected by applicable Federal, State or Local laws. Client agrees that it prohibits and will prohibit the sexual harassment of employees placed pursuant to the terms of this Agreement.
6. AGREEMENT TO INDEMNIFY.
a. To the extent permitted by law, the Parties agrees to indemnify, defend, and hold the other Party harmless from and against all costs, expenses (including attorneys’ fees), liabilities, damages, judgments, and settlements arising out of or relating to the willful misconduct, criminal conduct, negligent conduct, or negligent omission by the Party (or its employees, agents, or representatives). Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form or action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages. b. Limitation on Liability. In no event shall the total aggregate liability of AllShifts arising out of or related to this Agreement and whether in contract, tort or under any other theory of liability, exceed the amount paid to AllShifts under this Agreement, per event; provided however, that a series of occurrences related in time and scope shall constitute one event for the purposes of this Agreement.
7. STAFFING COMMITMENT.
a. Because AllShifts serves an array of time-sensitive environments including, but not limited to, nursing homes, hospitals, and assisted living communities, AllShifts retains 24-hour live staffing coordination assistance to ensure effective and consistent staffing. CLIENT agrees to give at minimum four (4) hours’ notice for new assignments and staff availability, and CLIENT agrees to provide AllShifts with at minimum four (4) hours cancellation notice of any confirmed assignment, including any confirmed assignment that AllShifts was able to fill with less than four (4) hours’ notice. Any cancellation of a confirmed assignment with less than four (4) hours’ notice will result in a minimum of 4 hours administrative compensation charge. b. AllShifts will supply employees on a part-time/full time schedule as may be determined in coordination with the CLIENT. Upon request of the CLIENT, AllShifts will conduct an on-site evaluation of employee’s performance. AllShifts commits to making best efforts to accommodate CLIENT on all shift requests, including “last minute” shift (defined as requests made less than four (4) hours before a shift is scheduled to begin) requests as well. While best efforts will be made to fill all shift requests, it is understood that there are many factors contributing to whether shifts are filled, and CLIENT understands that not all shift requests will be filled.
8. RECRUITMENT OF ALLSHIFTS’ EMPLOYEES.
a. The CLIENT SHALL NOT, for a period of 180 days following the completion of an Assigned Employee’s services, hire the Assigned employee as its direct employee, as an independent contractor, or through any person or firm other than AllShifts. If CLIENT wishes to hire an AllShifts employee as its own employee, then the following applies: b. If an Assigned Employee has worked for CLIENT fewer than 500 hours, and CLIENT chooses to hire the Assigned Employee directly as an employee of the CLIENT, then there will be a one- time, $5000 recruitment fee due to AllShifts. c. If an Assigned Employee has worked for CLIENT between 500 and 1000 hours, and CLIENT chooses to hire the Assigned Employee directly as an employee of the CLIENT, then there will be a one-time, $2500 recruitment fee due to AllShifts. d. If an Assigned Employee has worked for CLIENT over 1000 hours, then the recruitment fee will be waived. In this case, the CLIENT must receive written confirmation (via email) from AllShifts that the employee has indeed worked over 1000 hours at your facility.
9. CONFIDENTIALITY
a. Compliance Program. The Parties agree to abide by: (i) Medicare and Medicaid billing and coding requirements, including proper documentation of services; (ii) the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d (“HIPAA”), the applicable privacy and patient confidentiality provisions of the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and any current and future regulations promulgated under either HIPAA or HITECH, including without limitation the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the “Federal Privacy Regulations”), the federal security standards contained in 45 C.F.R. Part 142 (the “Federal Security Regulations”), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, all collectively referred to herein as “HIPAA Requirements”; and (iii) any applicable state and local privacy and patient confidentiality rules and regulations. CLIENT agrees that CLIENT will NOT send any personally identifying patient information to AllShifts without first executing a Business associate AMENDMENT. CLIENT further agrees that receipt of such information by the Assigned Employee shall not constitute receipt of such information by AllShifts. b. CLIENT shall be responsible for having the Assigned Employee complete any of CLIENT’S internal compliance and confidentiality documents, including all documents required to ensure compliance with the statutes listed above. AllShifts shall assist as much as possible to ensure the Assigned Employee signs all documents, upon request of CLIENT.
10. DOCUMENT RETENTION.
a. In compliance with Section 420.302 (b) of the Medicare regulations, until the expiration of four (4) years after the furnishing of the services provided under this AMENDMENT, Agency will make available to the Secretary, United States Department of Health and Hospital Services, the United States Comptroller General, and their representatives, this AMENDMENT and all books, documents and records necessary to certify the nature and extent of the costs of those services. The Parties agree to retain all documents as required by other relevant State and Local rules.
11. CHOICE OF LAWS/ FORUM SELECTION.
a. This AGREEMENT and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this AGREEMENT, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New Jersey. b. AllShifts and CLIENT agree that they will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to this AGREEMENT and all related transactions, including, but not limited to, contract, equity, tort, fraud and statutory claims, in any forum other than The United States District Court of New Jersey or, if such court does not have subject matter jurisdiction, the Superior Court of New Jersey. This Agreement shall be interpreted in accordance with, and governed by, the laws of the State of New Jersey, without regard to the choice-of-law rules of New Jersey or any other jurisdiction. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
12. MISCELLANEOUS.
a. Given the evolving nature of regulations in the healthcare space, and the nationwide scope of services provided by AllShifts, amendments and updates to this agreement may be posted on AllShifts’ website from time to time, as required by law. In the event of a change to any applicable law or regulation affecting the Services, AllShifts may make changes to the Agreement as are reasonably necessary to address such changes, with thirty (30) days’ prior written notice to Client. b. Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. c. Each provision of this AGREEMENT will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected. d. This AGREEMENT and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the AGREEMENT. e. The provisions of this AGREEMENT will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns. f. The failure of a party to enforce the provisions of this AGREEMENT will not be a waiver of any provision or the right of such party thereafter to enforce each provision of this AGREEMENT. g. CLIENT will not transfer or assign this AGREEMENT without AllShifts’ written consent. h. Neither party will be responsible for failure or delay in performance of this AGREEMENT if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party. i. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements and understandings regarding the subject matter hereof, whether written or verbal. j. If more than one entity has signed the Agreement for the same Party, or an entity has signed for and on behalf of another entity in addition to itself, the covenants of all such entities shall be considered to be joint and several and shall apply to each of them.
13. STATE SPECIFIC TERMS AND EXCLUSIONS.
a. If the CLIENT healthcare facility is located in the state of California:
i. Collecting 530 forms is the responsibility of the CLIENT. Missing 530 forms shall not be a basis to withhold funds on any invoices.
ii. Overtime will be determined as dictated in California Labor Code Section 510.
iii. All other terms of the MSA and the HSA shall apply.
b. If the CLIENT healthcare facility is in the state of Illinois:
i. Section 8. Recruitment of AllShifts’ Employees does not apply.
ii. HB4666 required Disclosure shall be provided on the HSA.
iii. All other terms of the MSA and the HSA shall apply.
c. If the CLIENT healthcare facility is located in the state of Iowa:
i. Section 8. Recruitment of AllShifts’ Employees does not apply.
ii. All other terms of the MSA and the HSA shall apply.
d. If the CLIENT is located in the state of Minnesota:
i. Section 8. Recruitment of AllShifts’ Employees does not apply.
ii. All other terms of the MSA and the HSA shall apply.
e. If the CLIENT is located in the state of Missouri:
i. Section 8. Recruitment of AllShifts’ Employees does not apply. ii. All other terms of the MSA and the HSA shall apply.
Client hereby consents to AllShifts conducting credit investigations, from time to time, including such requests for and exchange of information to and from consumer reporting agencies or credit grantors as it may require to approve and maintain any funding arrangements to be granted by AllShifts in relation to the Services, and to provide payment history information to such agencies.