ANCHOR HEALTHCARE STAFFING LLC

Effective Date: [DATE]

1. INTRODUCTION AND COMPANY INFORMATION

1.1 Parties

These Terms and Conditions (the “Agreement”) constitute a legally binding contract between Anchor Healthcare Staffing LLC, a Texas limited liability company with its principal place of business at 2001 Feather Ln, Lewisville, TX 75077 (hereinafter referred to as “Agency,” “we,” “us,” or “our”) and the healthcare facility or organization that engages Agency’s services (hereinafter referred to as “Client,” “Facility,” or “you”).

1.2 Company Information

• Legal Name: Anchor Healthcare Staffing LLC
• Business Address: 2001 Feather Ln, Lewisville, TX 75077
• Federal EIN: 39-4684042
• Texas State Tax ID: 0806241381
• Operating Hours: 8:00 AM to 5:00 PM Central Time, Monday through Friday
• Emergency Contact: 214-529-8893
• Authorized Signatories:
  • Goldstein Okafor, Managing Member
  • Prince Ekpe, Managing Member

1.3 Purpose

This Agreement sets forth the terms and conditions under which Agency will provide temporary healthcare staffing services to Client. By engaging Agency’s services, Client acknowledges that it has read, understood, and agrees to be bound by all terms and conditions contained herein.

1.4 Acceptance

Client’s acceptance of these Terms and Conditions shall be evidenced by any of the following: (a) Client’s signature on this Agreement; (b) Client’s verbal or written request for Agency’s services; (c) Client’s acceptance of any Healthcare Professional provided by Agency; or (d) Client’s payment for any services rendered by Agency.

2. DEFINITIONS

2.1 “Agency”

Refers to Anchor Healthcare Staffing LLC, a Texas limited liability company.

2.2 “Client” or “Facility”

Refers to the healthcare organization, hospital, clinic, long-term care facility, or other entity that engages Agency’s services.

2.3 “Healthcare Professional”

Refers to any registered nurse (RN), licensed practical nurse (LPN), certified nursing assistant (CNA), or other nursing professional provided by Agency to Client on a temporary basis.

2.4 “Assignment”

Refers to the specific engagement of a Healthcare Professional to provide services at Client’s facility for a specified period.

2.5 “Bill Rate”

Refers to the hourly rate charged by Agency to Client for the services of a Healthcare Professional.

2.6 “Protected Health Information” or “PHI”

Has the same meaning as defined in 45 C.F.R. § 160.103, limited to the information created, received, maintained, or transmitted by Agency or its Healthcare Professionals.

2.7 “Business Associate”

Has the same meaning as defined in 45 C.F.R. § 160.103.

2.8 “Covered Entity”

Has the same meaning as defined in 45 C.F.R. § 160.103.

2.9 “Independent Contractor”

Refers to an individual who provides services to Agency as a self-employed person rather than as an employee, and who meets the criteria for independent contractor status under applicable federal and Texas state laws.

3. SERVICES AND SCOPE OF WORK

3.1 Services Provided

Agency shall provide temporary nursing staff, limited to Registered Nurses (RNs), Licensed Practical Nurses (LPNs), and Certified Nursing Assistants (CNAs), to Client on an as-needed basis. Agency does not provide physicians, therapists, or other non-nursing healthcare professionals under this Agreement.

3.2 Staffing Requests

Client shall submit staffing requests to Agency with the following information:

• Type of Healthcare Professional needed;
• Qualifications and experience required;
• Location, unit, and department where services will be performed;
• Start and end dates and times of Assignment;
• Any specific skills, certifications, or training required; and
• Any other relevant information necessary for Agency to appropriately fill the request.

3.3 Notice Requirements

• For pre-scheduled, long-term, or contractual staffing needs (including contract term extensions), Client must provide Agency with a minimum of thirty (30) days’ advance written notice.
• For per diem or “as-needed” shifts, Client must provide Agency with a minimum of twelve (12) hours’ advance notice.
• Agency will make reasonable efforts to accommodate urgent requests with less notice but cannot guarantee fulfillment of such requests.

3.4 Confirmation Process

Agency will confirm the availability of Healthcare Professionals for requested Assignments within a reasonable timeframe. Confirmation will be provided in writing (including email) and will include the name, credentials, and hourly Bill Rate for each Healthcare Professional.

3.5 Orientation and Training

• Client shall provide Healthcare Professionals with appropriate orientation to Client’s facility, including but not limited to policies, procedures, equipment, and electronic medical record systems.
• Client shall provide Healthcare Professionals with any facility-specific training necessary for the safe and effective performance of their duties.
• Client may bill Agency for orientation time at a reduced rate as mutually agreed upon in writing.

3.6 Supervision and Direction

• Client shall be responsible for the clinical supervision and direction of Healthcare Professionals while on Assignment.
• Healthcare Professionals shall perform services under the general supervision of Client’s designated supervisors and in accordance with Client’s policies and procedures.
• Agency shall not exercise clinical control over Healthcare Professionals’ provision of healthcare services.

3.7 Performance Standards

• Healthcare Professionals shall provide services in accordance with applicable professional standards of care and in compliance with all applicable laws, regulations, and Client policies.
• Healthcare Professionals shall maintain appropriate documentation of patient care in accordance with Client’s policies and procedures.
• Healthcare Professionals shall adhere to Client’s dress code, attendance policies, and other workplace rules while on Assignment.

3.8 Non-Solicitation

During the term of this Agreement and for a period of one (1) year thereafter, Client agrees not to directly solicit, recruit, or hire any Healthcare Professional introduced to Client by Agency without Agency’s prior written consent. If Client wishes to hire a Healthcare Professional, Client shall pay Agency a placement fee as set forth in Section 7.5.

4. INDEPENDENT CONTRACTOR CLASSIFICATION AND EMPLOYMENT STATUS

4.1 Independent Contractor Status

• All Healthcare Professionals provided by Agency to Client are classified as independent contractors (1099) of Agency, not employees of Agency.
• Agency shall be responsible for issuing IRS Form 1099 to Healthcare Professionals and shall not withhold taxes or provide employee benefits to Healthcare Professionals.
• Healthcare Professionals are not entitled to workers’ compensation, unemployment insurance, or other employee benefits from Agency.

4.2 No Employment Relationship with Client

• No employment relationship exists between Client and any Healthcare Professional provided by Agency.
• Client shall not treat Healthcare Professionals as its employees for any purpose, including but not limited to tax withholding, benefits, or workers’ compensation.
• Client shall not include Healthcare Professionals in Client’s employee benefit plans or programs.

4.3 Agency Responsibilities

Agency shall be responsible for:

• Recruiting, screening, and selecting qualified Healthcare Professionals;
• Verifying Healthcare Professionals’ credentials, licenses, and certifications;
• Conducting background checks and drug testing;
• Maintaining appropriate documentation of Healthcare Professionals’ qualifications;
• Processing payments to Healthcare Professionals for services rendered; and
• Providing Healthcare Professionals with information regarding their independent contractor status.

4.4 Client Responsibilities

Client shall be responsible for:

• Providing a safe work environment for Healthcare Professionals;
• Providing adequate supervision and direction to Healthcare Professionals;
• Maintaining appropriate staffing levels in accordance with applicable laws and regulations;
• Verifying hours worked by Healthcare Professionals; and
• Promptly notifying Agency of any performance issues or concerns regarding Healthcare Professionals.

4.5 No Authority to Bind

Healthcare Professionals do not have authority to enter into contracts or agreements on behalf of Agency or Client. Healthcare Professionals cannot bind either Agency or Client to any obligations, representations, or warranties.

4.6 Compliance with Fair Labor Standards Act

Although Healthcare Professionals are independent contractors, Agency shall ensure that its compensation arrangements with Healthcare Professionals comply with the principles of the Fair Labor Standards Act (FLSA) and Texas wage and hour laws.

5. BACKGROUND CHECKS, CREDENTIALING, AND LICENSING REQUIREMENTS

5.1 Background Checks

Agency shall conduct comprehensive background checks on all Healthcare Professionals prior to placement, which shall include:

• Criminal background check at the county, state, and federal levels;
• Social Security number verification;
• National Sex Offender Registry check;
• Office of Inspector General (OIG) exclusion list check;
• General Services Administration (GSA) exclusion list check;
• Employment history verification for the previous seven (7) years;
• Address history verification; and
• Any additional background checks required by applicable law or Client policy.

5.2 Drug Testing

Agency shall require all Healthcare Professionals to undergo pre-placement drug testing in accordance with applicable laws and regulations. Drug testing shall include screening for:

• Amphetamines;
• Barbiturates;
• Benzodiazepines;
• Cocaine;
• Marijuana;
• Methadone;
• Opiates;
• Phencyclidine (PCP); and
• Any additional substances required by Client policy or applicable law.

5.3 Credential Verification

Agency shall verify the following credentials for all Healthcare Professionals prior to placement:

• Current, valid, and unencumbered professional license or certification in the State of Texas;
• Educational background and degrees;
• Specialty certifications relevant to the Assignment;
• Basic Life Support (BLS) certification;
• Advanced Cardiac Life Support (ACLS) certification, if applicable;
• Pediatric Advanced Life Support (PALS) certification, if applicable;
• Neonatal Resuscitation Program (NRP) certification, if applicable; and
• Any additional certifications required for the specific Assignment.

5.4 Health Screening

Agency shall ensure that all Healthcare Professionals have completed:

• Physical examination within the past twelve (12) months;
• Tuberculosis (TB) testing within the past twelve (12) months;
• Verification of immunity to measles, mumps, rubella, varicella, and hepatitis B;
• Current influenza vaccination during flu season, unless contraindicated; and
• COVID-19 vaccination status documentation in accordance with applicable requirements.

5.5 Skills Assessment

Agency shall assess the clinical skills and competencies of all Healthcare Professionals through:

• Written examinations;
• Skills checklists;
• Reference checks from previous supervisors; and
• Interviews to evaluate clinical knowledge and judgment.

5.6 Ongoing Monitoring

Agency shall continuously monitor the credentials and performance of Healthcare Professionals by:

• Tracking license and certification expiration dates;
• Conducting periodic re-verification of credentials;
• Monitoring disciplinary actions by licensing boards;
• Reviewing Client feedback and evaluations; and
• Addressing any performance issues promptly.

5.7 Documentation and Record Keeping

Agency shall maintain complete and accurate records of all background checks, drug tests, credential verifications, and health screenings for each Healthcare Professional. Such records shall be:

• Maintained for a minimum of seven (7) years;
• Available for Client review upon reasonable request; and
• Maintained in accordance with applicable privacy laws and regulations.

5.8 Client-Specific Requirements

Agency shall comply with any additional, reasonable screening or credentialing requirements specified by Client, provided that such requirements are communicated to Agency in writing prior to the commencement of services.

6. HIPAA AND PRIVACY COMPLIANCE

6.1 Business Associate Relationship

• Client is a Covered Entity and Agency is a Business Associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations (45 C.F.R. Parts 160 and 164).
• This section constitutes the Business Associate Agreement (BAA) between the parties as required by 45 C.F.R. § 164.504(e).

6.2 Permitted Uses and Disclosures of PHI

Agency may use or disclose PHI only:

• As necessary to perform the services set forth in this Agreement;
• For the proper management and administration of Agency;
• To carry out Agency’s legal responsibilities;
• As Required by Law, as that term is defined in 45 C.F.R. § 164.103; or
• For Data Aggregation services relating to the healthcare operations of Client.

6.3 Prohibited Uses and Disclosures

Agency shall not use or disclose PHI in a manner that would violate HIPAA if done by Client, except as permitted for Agency’s proper management and administration as described in Section 6.2.

6.4 Safeguards

• Agency shall implement and maintain appropriate administrative, physical, and technical safeguards to prevent the use or disclosure of PHI other than as provided by this Agreement.
• Agency shall comply with the Security Rule requirements set forth in 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316 with respect to electronic PHI.

6.5 Reporting of Unauthorized Uses or Disclosures

• Agency shall report to Client any use or disclosure of PHI not provided for by this Agreement of which Agency becomes aware, including breaches of unsecured PHI as required by 45 C.F.R. § 164.410.
• Agency shall report any security incident of which it becomes aware, including attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations.
• Reports shall be made within 24 hours of discovery and shall include:
• The nature of the unauthorized use or disclosure;
• The PHI used or disclosed;
• The identity of the person or entity who made the unauthorized use or disclosure;
• The identity of the person or entity who received the unauthorized disclosure;
• Actions taken by Agency to mitigate harm; and
• Corrective actions taken to prevent future occurrences.

6.6 Subcontractors

Agency shall ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Agency agree in writing to the same restrictions, conditions, and requirements that apply to Agency with respect to such information.

6.7 Access to PHI

Agency shall make PHI available to Client as necessary to satisfy Client’s obligations under 45 C.F.R. § 164.524, including providing access to individuals to their PHI.

6.8 Amendment of PHI

Agency shall make PHI available for amendment and incorporate any amendments to PHI as directed by Client in accordance with 45 C.F.R. § 164.526.

6.9 Accounting of Disclosures

Agency shall maintain and make available the information required to provide an accounting of disclosures to Client as necessary to satisfy Client’s obligations under 45 C.F.R. § 164.528.

6.10 Compliance with Secretary’s Investigations

Agency shall make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with HIPAA.

6.11 Return or Destruction of PHI

Upon termination of this Agreement, Agency shall:

• Return to Client or destroy all PHI that Agency or its subcontractors still maintain in any form;
• Retain no copies of such PHI; and
• If return or destruction is not feasible, extend the protections of this Agreement to such PHI and limit further uses and disclosures to those purposes that make the return or destruction infeasible.

6.12 Texas Medical Records Privacy Act Compliance

In addition to HIPAA compliance, Agency shall comply with the Texas Medical Records Privacy Act (TMRPA), Chapter 181 of the Texas Health and Safety Code, which in some instances imposes stricter standards than HIPAA.

6.13 Training Requirements

• Agency shall provide HIPAA and privacy training to all Healthcare Professionals within sixty (60) days of their engagement with Agency.
• Agency shall maintain documentation of completed training.
• Agency shall provide additional training as necessary to address changes in law or identified compliance issues.

6.14 Confidentiality of Proprietary Information

• In addition to PHI, Agency and its Healthcare Professionals shall maintain the confidentiality of Client’s proprietary information, including but not limited to business plans, financial information, staffing models, and operational procedures.
• Agency shall not use Client’s proprietary information for any purpose other than performing services under this Agreement.
• Agency shall ensure that Healthcare Professionals understand and comply with these confidentiality requirements.

7. FEE STRUCTURE AND PAYMENT TERMS

7.1 Bill Rates

• Agency shall charge Client for services based on a markup percentage on Healthcare Professional hourly rates, typically ranging from 25% to 40%.
• Specific Bill Rates for each Healthcare Professional classification shall be set forth in a separate Rate Schedule, which may be updated from time to time with written notice to Client.
• Bill Rates may vary based on:
• Healthcare Professional’s credentials, experience, and specialization;
• Shift type (day, evening, night, weekend);
• Assignment duration;
• Geographic location; and
• Market conditions.

7.2 Minimum Hours

• Unless otherwise agreed in writing, Client shall guarantee a minimum of four (4) hours per shift for each Healthcare Professional.
• If Client cancels a shift with less than four (4) hours’ notice, Client shall be billed for a minimum of four (4) hours at the applicable Bill Rate.

7.3 Overtime and Premium Pay

• Overtime shall be billed at one and one-half (1.5) times the regular Bill Rate for all hours worked in excess of forty (40) hours in a workweek.
• Holiday premium pay shall be billed at one and one-half (1.5) times the regular Bill Rate for shifts worked on the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
• Call-back pay shall be billed at one and one-half (1.5) times the regular Bill Rate when a Healthcare Professional is called back to work after completing a scheduled shift.

7.4 Additional Charges

Client shall be responsible for the following additional charges:

• Travel expenses for Healthcare Professionals assigned to locations more than fifty (50) miles from their residence, as agreed upon in advance;
• Housing expenses for long-term assignments, as agreed upon in advance;
• Orientation time at the agreed-upon rate; and
• Any other expenses specifically agreed upon in writing.

7.5 Placement Fees

If Client wishes to hire a Healthcare Professional introduced by Agency:

• For Healthcare Professionals who have worked less than 520 hours for Client: a placement fee equal to 20% of the Healthcare Professional’s first-year annualized salary.
• For Healthcare Professionals who have worked 520-1,040 hours for Client: a placement fee equal to 15% of the Healthcare Professional’s first-year annualized salary.
• For Healthcare Professionals who have worked more than 1,040 hours for Client: a placement fee equal to 10% of the Healthcare Professional’s first-year annualized salary.
• Placement fees are due within thirty (30) days of the Healthcare Professional’s start date of employment with Client.

7.6 Invoicing

• Agency shall invoice Client bi-weekly for services rendered.
• Invoices shall include:
• Healthcare Professional’s name and credentials;
• Dates and hours worked;
• Applicable Bill Rate;
• Overtime or premium hours, if applicable;
• Additional charges, if any; and
• Total amount due.
• Client shall review invoices promptly and notify Agency of any discrepancies within five (5) business days of receipt.

7.7 Payment Terms

• Payment is due within thirty (30) days of the invoice date (Net 30).
• Client shall make payments by check, ACH transfer, or other method agreed upon by the parties.
• Late payments shall incur interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, calculated from the due date until payment is received.
• A grace period of five (5) business days shall be allowed before late fees are assessed.

7.8 Disputed Charges

• Client shall notify Agency in writing of any disputed charges within five (5) business days of receiving the invoice.
• Client shall pay all undisputed portions of the invoice according to the payment terms.
• The parties shall work in good faith to resolve disputed charges within fifteen (15) business days.
• If the dispute is resolved in Agency’s favor, Client shall pay the disputed amount plus applicable late fees within five (5) business days of resolution.

7.9 Collection Costs

In the event Agency must take legal action to collect unpaid invoices, Client shall be responsible for all reasonable costs of collection, including attorney’s fees, court costs, and collection agency fees.

7.10 Rate Adjustments

• Agency may adjust Bill Rates with thirty (30) days’ written notice to Client.
• Rate adjustments shall not apply to Assignments already in progress until the Assignment is renewed or extended.
• Client has the right to terminate this Agreement if it does not agree to the adjusted rates, subject to the termination provisions in Section 9.

8. INSURANCE REQUIREMENTS AND COVERAGE

8.1 Agency Insurance Coverage

Agency shall maintain, at its own expense, the following insurance coverage throughout the term of this Agreement:

• General Liability Insurance:
• Coverage for bodily injury, property damage, personal injury, and advertising injury.
• Minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate.
• Coverage shall include premises liability, products/completed operations, and contractual liability.
• Professional Liability Insurance:
• Coverage for claims arising from the negligent acts, errors, or omissions of Agency and its Healthcare Professionals in the provision of healthcare services.
• Minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate.
• Coverage shall be maintained on a claims-made basis with an extended reporting period of at least three (3) years following termination of this Agreement.

8.2 Additional Insurance Requirements

• All insurance policies shall be issued by insurance companies with an A.M. Best rating of A- or better.
• Agency shall name Client as an additional insured on the General Liability policy.
• Agency’s insurance shall be primary and non-contributory with respect to any insurance maintained by Client.
• Agency shall provide Client with certificates of insurance evidencing the required coverage upon request.
• Agency shall provide Client with thirty (30) days’ written notice prior to any material change, cancellation, or non-renewal of the required insurance policies.

8.3 Healthcare Professional Insurance

Agency shall verify that all Healthcare Professionals maintain their own professional liability insurance with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate, or shall provide such coverage for Healthcare Professionals under Agency’s professional liability policy.

8.4 Client Insurance Requirements

Client shall maintain, at its own expense, the following insurance coverage throughout the term of this Agreement:

• General Liability Insurance with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate.
• Professional Liability Insurance with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate.
• Workers’ Compensation Insurance as required by applicable law.

8.5 Mutual Waiver of Subrogation

Each party waives all rights of subrogation against the other party and its officers, directors, employees, and agents for any claims covered by the insurance required under this Agreement.

8.6 No Limitation of Liability

The insurance requirements set forth in this Agreement shall not be construed as a limitation on either party’s liability under this Agreement.

8.7 Compliance with OSHA Requirements

Agency shall comply with all applicable Occupational Safety and Health Act (OSHA) requirements and shall ensure that Healthcare Professionals are properly trained regarding:

• Bloodborne pathogens;
• Hazardous materials;
• Workplace safety; and
• Other safety requirements applicable to healthcare settings.

8.8 Indemnification

• Agency shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising from or relating to:
• Agency’s breach of this Agreement;
• The negligent acts or omissions of Agency or its Healthcare Professionals; or
• Agency’s failure to comply with applicable laws, regulations, or licensing requirements.
• Client shall indemnify, defend, and hold harmless Agency, its officers, directors, employees, and Healthcare Professionals from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising from or relating to:
• Client’s breach of this Agreement;
• The negligent acts or omissions of Client or its employees; or
• Client’s failure to comply with applicable laws, regulations, or licensing requirements.
• The indemnification obligations under this section shall survive the termination of this Agreement.

9. TERMINATION AND CANCELLATION POLICIES

9.1 Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year, unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

9.2 Termination for Convenience

Either party may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other party. Such termination shall not affect Assignments in progress, which shall continue until their scheduled completion unless otherwise agreed by the parties.

9.3 Termination for Cause

• Either party may terminate this Agreement immediately upon written notice if the other party:
• Materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach;
• Becomes insolvent, files for bankruptcy, or has a receiver appointed for substantially all of its assets;
• Violates any applicable law, regulation, or licensing requirement; or
• Engages in conduct that poses a risk to patient safety or quality of care.
• Agency may terminate this Agreement immediately if Client fails to pay any undisputed invoice within sixty (60) days of the due date.

9.4 Assignment Cancellation by Client

• Client may cancel a confirmed Assignment prior to its start date by providing written notice to Agency:
• For Assignments of less than one (1) week duration: at least 24 hours’ notice is required.
• For Assignments of one (1) week to one (1) month duration: at least 72 hours’ notice is required.
• For Assignments of more than one (1) month duration: at least seven (7) days’ notice is required.
• If Client cancels an Assignment with less than the required notice:
• For Assignments of less than one (1) week duration: Client shall pay a cancellation fee equal to four (4) hours at the applicable Bill Rate.
• For Assignments of one (1) week to one (1) month duration: Client shall pay a cancellation fee equal to one (1) day at the applicable Bill Rate.
• For Assignments of more than one (1) month duration: Client shall pay a cancellation fee equal to three (3) days at the applicable Bill Rate.

9.5 Shift Cancellation by Client

• Client may cancel a scheduled shift by providing written notice to Agency at least four (4) hours before the shift start time.
• If Client cancels a shift with less than four (4) hours’ notice, Client shall pay a cancellation fee equal to four (4) hours at the applicable Bill Rate.
• If a Healthcare Professional reports to work and is then sent home due to low census or other Client-initiated reason, Client shall pay for a minimum of four (4) hours at the applicable Bill Rate.

9.6 Assignment Cancellation by Agency

• Agency shall make every reasonable effort to fulfill confirmed Assignments.
• If Agency must cancel an Assignment due to Healthcare Professional illness, emergency, or other unavoidable circumstance, Agency shall:
• Notify Client as soon as possible;
• Make reasonable efforts to provide a qualified replacement; and
• Not be liable for any costs or damages resulting from such cancellation, except as expressly provided in this Agreement.

9.7 Removal of Healthcare Professional

• Client may request the immediate removal of a Healthcare Professional for legitimate reasons related to performance, conduct, or patient safety.
• Client shall document the reasons for removal and provide such documentation to Agency within 24 hours of the removal.
• Agency shall investigate the circumstances and take appropriate action, which may include:
• Providing additional training or supervision to the Healthcare Professional;
• Reassigning the Healthcare Professional to a different facility; or
• Terminating the Agency’s relationship with the Healthcare Professional.

9.8 Effect of Termination

Upon termination of this Agreement:

• All Assignments in progress shall continue until their scheduled completion unless otherwise agreed by the parties.
• Client shall pay all outstanding invoices according to the payment terms.
• Agency shall return or destroy all Client confidential information and PHI in accordance with Section 6.11.
• The following provisions shall survive termination: Sections 6 (HIPAA and Privacy Compliance), 7.7-7.9 (Payment Terms, Disputed Charges, Collection Costs), 8.8 (Indemnification), 11 (Confidentiality and Intellectual Property), 12 (Limitation of Liability), 13 (Dispute Resolution), and any other provisions that by their nature should survive termination.

10. WORKER REPLACEMENT AND GUARANTEE POLICIES

10.1 Quality Guarantee

Agency guarantees that all Healthcare Professionals provided to Client will:

• Hold valid, current licenses or certifications appropriate for their assigned roles;
• Have the qualifications, skills, and experience represented by Agency;
• Comply with all applicable laws, regulations, and professional standards; and
• Perform their duties in a professional and competent manner.

10.2 Free Replacement Guarantee

• If a Healthcare Professional is terminated for cause or voluntarily quits an Assignment within the first thirty (30) days, Agency shall provide a qualified replacement at no additional cost to Client.
• “Cause” shall include, but is not limited to:
• Incompetence or lack of necessary skills;
• Negligence or substandard performance;
• Violation of Client policies or procedures;
• Unprofessional conduct;
• Excessive tardiness or absenteeism;
• Falsification of records or documentation; or
• Any conduct that poses a risk to patient safety or quality of care.

10.3 Replacement Process

• Client shall notify Agency in writing of its request for replacement, including the specific reasons for the request.
• Agency shall acknowledge the request within 24 hours and begin the replacement process immediately.
• Agency shall make reasonable efforts to provide a qualified replacement within:
• 24 hours for critical care positions;
• 48 hours for specialty positions; or
• 72 hours for all other positions.
• Client shall have the right to interview and approve any proposed replacement.

10.4 Limitations on Free Replacement Guarantee

The free replacement guarantee shall not apply if:

• The Healthcare Professional is removed for reasons unrelated to their performance or conduct, such as facility downsizing or census reduction;
• Client fails to provide adequate orientation, training, or supervision;
• Client creates a hostile or unsafe work environment;
• Client materially changes the Healthcare Professional’s job duties, schedule, or work location without Agency’s prior approval; or
• The Healthcare Professional leaves due to illness, injury, or family emergency.

10.5 Performance Evaluation

• Client shall provide Agency with regular feedback regarding Healthcare Professionals’ performance.
• Agency shall provide Client with a standardized evaluation form for this purpose.
• Client shall complete and return the evaluation form:
• At the end of the first week of an Assignment;
• Monthly for long-term Assignments; and
• At the conclusion of each Assignment.

10.6 Remedial Action

• If Client identifies performance issues that do not warrant immediate removal, Client shall:
• Document the specific concerns;
• Notify Agency promptly; and
• Work with Agency to develop a performance improvement plan.
• Agency shall implement appropriate remedial measures, which may include:
• Additional training or education;
• Closer supervision or mentoring;
• Modification of duties or schedule; or
• Other interventions designed to address the identified issues.

10.7 Temporary Coverage

If a Healthcare Professional is absent due to illness or emergency, Agency shall:

• Notify Client as soon as possible;
• Make reasonable efforts to provide temporary coverage; and
• Work with Client to minimize disruption to patient care.

10.8 Continuity of Care

For long-term Assignments, Agency shall make reasonable efforts to:

• Maintain consistency in staffing;
• Provide advance notice of scheduled time off or changes in availability; and
• Facilitate knowledge transfer when transitions are necessary.

11. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

11.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or by other means, including but not limited to:

• Business plans, strategies, and financial information;
• Pricing, costs, and fee structures;
• Operational procedures and protocols;
• Personnel information and staffing models;
• Patient information and PHI;
• Proprietary software, systems, and technology;
• Trade secrets and know-how;
• Marketing plans and customer lists; and
• Any other information that should reasonably be recognized as confidential information.

11.2 Protection of Confidential Information

The Receiving Party shall:

• Maintain the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
• Use the Confidential Information solely for the purpose of performing its obligations under this Agreement;
• Limit access to Confidential Information to those employees, agents, and contractors who need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein;
• Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and
• Return or destroy all Confidential Information upon the termination of this Agreement or upon the Disclosing Party’s request.

11.3 Exceptions to Confidentiality

The obligations in Section 11.2 shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation of confidentiality;
• Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
• Is rightfully received from a third party without breach of any obligation of confidentiality; or
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with any efforts to obtain a protective order or other confidential treatment.

11.4 HIPAA Compliance

The parties’ obligations with respect to PHI shall be governed by Section 6 (HIPAA and Privacy Compliance) of this Agreement.

11.5 Intellectual Property Rights

• Each party shall retain all right, title, and interest in and to its own intellectual property, including but not limited to patents, trademarks, copyrights, trade secrets, proprietary processes, and know-how.
• Nothing in this Agreement shall be construed as granting either party any license, right, title, or interest in or to the other party’s intellectual property, except as expressly provided herein.
• Any intellectual property developed by Agency during the performance of this Agreement shall remain the sole property of Agency, unless otherwise agreed in writing.
• Any intellectual property developed by Client during the performance of this Agreement shall remain the sole property of Client, unless otherwise agreed in writing.

11.6 Non-Solicitation

• During the term of this Agreement and for one (1) year thereafter, Client shall not directly or indirectly solicit, recruit, or hire any Healthcare Professional introduced to Client by Agency without Agency’s prior written consent and payment of the applicable placement fee as set forth in Section 7.5.
• During the term of this Agreement and for one (1) year thereafter, Agency shall not directly or indirectly solicit, recruit, or hire any employee of Client with whom Agency had contact during the performance of this Agreement, without Client’s prior written consent.
• This non-solicitation provision shall not apply to general advertisements or solicitations that are not specifically directed at the other party’s employees or contractors.

11.7 Injunctive Relief

Each party acknowledges that a breach of this Section 11 may cause the other party irreparable harm for which monetary damages would be inadequate. Accordingly, either party may seek injunctive relief to enforce the provisions of this Section 11, without the need to post a bond or other security.

11.8 Survival

The obligations set forth in this Section 11 shall survive the termination of this Agreement for a period of five (5) years, except for:

• Trade secrets, which shall be maintained as confidential for as long as they remain trade secrets under applicable law; and
• PHI, which shall be protected in accordance with Section 6 of this Agreement.

12. LIMITATION OF LIABILITY

12.1 Limitation of Liability

• EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• EXCEPT FOR LIABILITY ARISING FROM (i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.8, (ii) BREACHES OF CONFIDENTIALITY UNDER SECTION 11, OR (iii) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO AGENCY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Essential Purpose

The parties acknowledge that the limitations of liability set forth in this Section 12 are an essential element of the bargain between the parties, without which Agency would not have entered into this Agreement.

12.3 Allocation of Risk

The parties agree that the limitations of liability set forth in this Section 12 represent a reasonable allocation of risk between the parties, taking into account the nature of the services provided, the fees charged, and the potential risks and liabilities associated with healthcare staffing.

12.4 Insurance Coverage

The limitations of liability set forth in this Section 12 shall not limit either party’s obligation to maintain insurance coverage as required by Section 8 of this Agreement.

12.5 Exceptions to Limitation of Liability

The limitations of liability set forth in this Section 12 shall not apply to:

• Either party’s indemnification obligations under Section 8.8;
• Breaches of confidentiality under Section 11;
• Violations of applicable law;
• Fraud, willful misconduct, or gross negligence; or
• Any other liability that cannot be limited or excluded under applicable law.

12.6 Time Limitation on Claims

Any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after the date of the event giving rise to such claim or cause of action, regardless of when the party asserting the claim became aware of the claim or cause of action. Failure to file within the applicable statute of limitations or within this one (1) year period, whichever is shorter, shall forever bar such claim or cause of action.

12.7 Allocation of Liability Between Parties

In the event of any claim, liability, loss, damage, cost, or expense arising out of the joint or concurrent negligence of the parties, each party shall be liable to the extent of its own negligence or fault, as determined by a court of competent jurisdiction or as agreed upon by the parties.

12.8 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, power failures, telecommunications failures, or epidemics/pandemics. The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to resume performance as soon as possible.

13. DISPUTE RESOLUTION

13.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including but not limited to its formation, interpretation, breach, or termination (a “Dispute”), the parties shall first attempt to resolve the Dispute through good faith negotiation between executives with authority to settle the Dispute.

13.2 Mandatory Mediation

• If the parties are unable to resolve the Dispute through good faith negotiation within thirty (30) days after written notice of the Dispute is given by one party to the other, the parties shall submit the Dispute to mediation.
• The mediation shall be conducted in Dallas, Texas, by a mediator mutually agreed upon by the parties or, if the parties cannot agree, by a mediator selected by the American Arbitration Association (AAA) in accordance with its Commercial Mediation Procedures.
• The parties shall share equally the costs of the mediator and the mediation facilities.
• Each party shall bear its own attorneys’ fees and other costs incurred in connection with the mediation.
• The mediation shall be conducted within sixty (60) days after the failure of good faith negotiation, unless otherwise agreed by the parties.
• All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

13.3 Binding Arbitration

• If the parties are unable to resolve the Dispute through mediation within ninety (90) days after the commencement of mediation, the Dispute shall be finally resolved by binding arbitration.
• The arbitration shall be conducted in Dallas, Texas, by a single arbitrator in accordance with the Commercial Arbitration Rules of the AAA then in effect.
• The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, by the AAA in accordance with its rules.
• The arbitrator shall have experience in healthcare staffing or healthcare services contracts.
• The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process.
• The arbitrator shall issue a reasoned written decision within thirty (30) days after the conclusion of the arbitration hearing.
• The parties shall share equally the costs of the arbitrator and the arbitration facilities, unless the arbitrator determines that a different allocation is appropriate.
• Each party shall bear its own attorneys’ fees and other costs incurred in connection with the arbitration, unless the arbitrator determines that a different allocation is appropriate.
• The award of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

13.4 Confidentiality of Dispute Resolution Proceedings

The parties agree to maintain the confidentiality of any Dispute and any negotiation, mediation, or arbitration proceedings, except:

• To the extent necessary to enforce any settlement agreement or arbitration award;
• To the extent required by applicable law or court order;
• To the extent necessary to enforce rights under this Agreement; or
• To the extent that such information is already in the public domain other than as a result of a breach of this provision.

13.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop a breach of this Agreement, particularly with respect to confidentiality obligations or intellectual property rights, without first engaging in the dispute resolution procedures set forth in this Section 13.

13.6 Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.7 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13.8 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions.

13.9 Venue

Subject to the dispute resolution procedures set forth in this Section 13, any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Dallas County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

14. REGULATORY COMPLIANCE AND LEGAL REQUIREMENTS

14.1 Compliance with Laws and Regulations

Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under this Agreement, including but not limited to:

• Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations (45 C.F.R. Parts 160 and 164);
• Occupational Safety and Health Act (OSHA) and its implementing regulations;
• Fair Labor Standards Act (FLSA) and its implementing regulations;
• Civil Rights Act of 1964 and its implementing regulations;
• Americans with Disabilities Act (ADA) and its implementing regulations;
• Texas Health and Safety Code;

[This clause should be removed as it contains no substantive content beyond the citation.]

• Texas Business and Commerce Code;
• Texas Medical Records Privacy Act (TMRPA);
• Texas Identity Theft Enforcement and Protection Act (ITEPA); and
• Any other laws or regulations applicable to healthcare staffing services.

14.2 Healthcare-Specific Compliance

Agency shall ensure compliance with healthcare-specific requirements, including but not limited to:

• Standards applicable to temporary staffing;
• [This section has been removed as it contained only citation references]
• Texas Department of State Health Services regulations;
• Applicable nursing standards and professional requirements;
• applicable nursing practice regulations; and
• Any other healthcare-specific regulations applicable to the services provided.

14.3 Licenses and Permits

• Agency shall maintain all licenses, permits, and registrations required to operate a healthcare staffing agency in the State of Texas.
• Agency shall ensure that all Healthcare Professionals hold valid, current licenses, certifications, and registrations required for their respective positions.
• Agency shall promptly notify Client of any changes, suspensions, or revocations of licenses, permits, or registrations that may affect the provision of services under this Agreement.

14.4 Background Checks and Screening

Agency shall conduct background checks and screening of Healthcare Professionals in accordance with:

• Texas Health and Safety Code requirements for healthcare workers;
• Texas Department of Public Safety regulations;
• Federal Bureau of Investigation (FBI) requirements for healthcare worker background checks; and
• Any additional requirements specified by Client or required by applicable law.

14.5 Equal Employment Opportunity

Agency shall comply with all applicable equal employment opportunity laws and regulations, including but not limited to:

• Federal employment discrimination protections based on race, color, religion, sex, or national origin;
• Prohibition against employment discrimination based on age;
• Americans with Disabilities Act;
• Requirements for equal compensation regardless of sex for substantially equal work;
• Employment discrimination protections; and
• Any other applicable federal, state, or local anti-discrimination laws.

14.6 Anti-Kickback and Self-Referral Laws

• Agency shall comply with all applicable federal anti-kickback statutes and Texas laws prohibiting illegal remuneration.
• Agency shall comply with the federal Physician Self-Referral Law (Stark Law).
• Agency shall not offer, pay, solicit, or receive any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, in exchange for or to induce the referral of patients or the purchase, lease, order, or recommendation of any good, facility, service, or item for which payment may be made in whole or in part under Medicare, Medicaid, or any other federal or state healthcare program.

14.7 Excluded Providers

• Agency represents and warrants that neither it nor any of its Healthcare Professionals is currently:
• Excluded, debarred, suspended, or otherwise ineligible to participate in federal healthcare programs or federal procurement or non-procurement programs;
• Listed on the Office of Inspector General’s List of Excluded Individuals/Entities (LEIE);
• Listed on the General Services Administration’s System for Award Management (SAM) exclusion list; or
• Subject to any sanction or exclusion by any state healthcare program.
• Agency shall screen all Healthcare Professionals against the above-referenced exclusion lists prior to placement and monthly thereafter.
• Agency shall immediately notify Client if Agency or any Healthcare Professional becomes excluded, debarred, suspended, or otherwise ineligible during the term of this Agreement.

14.8 Fraud, Waste, and Abuse Prevention

• Agency shall maintain policies and procedures designed to prevent and detect fraud, waste, and abuse in connection with federal and state healthcare programs.
• Agency shall provide training to Healthcare Professionals regarding fraud, waste, and abuse prevention.
• Agency shall promptly investigate any suspected fraud, waste, or abuse and take appropriate corrective action.
• Agency shall cooperate fully with any government investigation of suspected fraud, waste, or abuse.

14.9 Compliance Program

Agency shall maintain an effective compliance program that includes:

• Written policies, procedures, and standards of conduct;
• Designation of a compliance officer and compliance committee;
• Effective training and education;
• Effective lines of communication;
• Well-publicized disciplinary standards;
• Effective system for routine monitoring and auditing; and
• Procedures for ensuring prompt response to detected offenses and development of corrective action.

14.10 Reporting of Violations

• Agency shall promptly report to Client any violation of applicable laws, regulations, or this Agreement by Agency or its Healthcare Professionals.
• Client shall promptly report to Agency any violation of applicable laws, regulations, or this Agreement by Client or its employees that affects Agency or its Healthcare Professionals.
• Neither party shall retaliate against any person who reports, in good faith, a suspected violation of applicable laws, regulations, or this Agreement.

14.11 Cooperation with Audits and Investigations

Each party shall cooperate with the other party’s reasonable requests for information and assistance in connection with any audit, investigation, or legal proceeding related to this Agreement or the services provided hereunder.

14.12 Record Retention

Each party shall maintain all records related to this Agreement for a period of at least seven (7) years from the date of creation or the date of last service provided under this Agreement, whichever is later, or for such longer period as may be required by applicable law.

15. CONTRACT MODIFICATIONS AND AMENDMENTS

15.1 Written Amendments Required

• This Agreement may only be modified or amended by a written instrument executed by authorized representatives of both parties.
• No oral statements, representations, or course of conduct shall modify or amend this Agreement.
• Email communications may constitute written amendments if they clearly express the parties’ intent to amend the Agreement and are acknowledged and agreed to by authorized representatives of both parties.

15.2 Amendment Process

• The party proposing an amendment shall provide the other party with a written description of the proposed amendment.
• The parties shall negotiate the proposed amendment in good faith.
• If the parties agree to the amendment, they shall execute a written amendment to this Agreement.
• The amendment shall specify the effective date of the changes.

15.3 Rate Schedule Amendments

• Agency may amend the Rate Schedule by providing Client with thirty (30) days’ written notice of the proposed changes.
• If Client objects to the proposed changes, Client shall notify Agency in writing within fifteen (15) days of receiving notice of the proposed changes.
• If Client objects to the proposed changes, the parties shall negotiate in good faith to reach a mutually acceptable resolution.
• If the parties cannot reach agreement on the proposed changes, either party may terminate this Agreement in accordance with Section 9.2.
• If Client does not object to the proposed changes within fifteen (15) days, the changes shall become effective on the date specified in Agency’s notice.

15.4 Regulatory Compliance Amendments

• If a change in applicable law or regulation requires an amendment to this Agreement, the parties shall promptly negotiate such amendment in good faith.
• If the parties cannot agree on an amendment necessary for regulatory compliance within thirty (30) days after written notice from one party to the other, either party may terminate this Agreement upon thirty (30) days’ written notice to the other party.

15.5 Assignment and Delegation

• Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.
• Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent:
• To an affiliate or subsidiary;
• In connection with a merger, acquisition, or sale of all or substantially all of its assets; or
• In connection with a corporate reorganization.
• Any attempted assignment or delegation in violation of this Section 15.5 shall be null and void.
• This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.6 Signatures and Counterparts

• This Agreement and any amendments may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Electronic signatures, including signatures transmitted by PDF or other electronic means, shall be valid and binding to the same extent as original signatures.
• Each party represents and warrants that the person signing this Agreement or any amendment on its behalf has the legal authority to bind the party.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, including all exhibits, schedules, and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.

16.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.3 Waiver

No waiver by either party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.4 Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

16.5 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.6 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given:

• When delivered by hand (with written confirmation of receipt);
• When received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
• On the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or
• On the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Such communications must be sent to the respective parties at the addresses set forth below (or to such other address as may be designated by a party from time to time in accordance with this Section 16.6):

Agency:

Anchor Healthcare Staffing LLC

2001 Feather Ln

Lewisville, TX 75077

Attention: [CONTACT NAME]

Email: [EMAIL ADDRESS]

Client:

[CLIENT NAME]

[CLIENT ADDRESS]

Attention: [CONTACT NAME]

Email: [EMAIL ADDRESS]

16.7 Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16.8 Construction

This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, and attachments referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

16.9 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

16.10 Venue

Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Dallas County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16.11 Attorneys’ Fees

In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

16.12 Force Majeure

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: acts of God; flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order or law; actions, embargoes, or blockades; action by any governmental authority; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; or other similar events beyond the reasonable control of the affected party.

16.13 Time is of the Essence

Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.

16.14 Survival

Any provision of this Agreement that, by its nature, would survive termination or expiration of this Agreement shall so survive, including, but not limited to, Sections 6 (HIPAA and Privacy Compliance), 7.7-7.9 (Payment Terms, Disputed Charges, Collection Costs), 8.8 (Indemnification), 11 (Confidentiality and Intellectual Property), 12 (Limitation of Liability), 13 (Dispute Resolution), and this Section 16 (General Provisions).

16.15 Compliance with Texas Deceptive Trade Practices Act

The parties acknowledge that they are sophisticated business entities familiar with the requirements of the Texas Deceptive Trade Practices-Consumer Protection Act, Texas Business and Commerce Code § 17.41 et seq. (the “DTPA”). To the extent permitted by law, each party hereby waives all rights, remedies, and benefits under the DTPA. Each party represents that it has had an opportunity to consult with an attorney of its choice with respect to this waiver.

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

ANCHOR HEALTHCARE STAFFING LLC

By: ________________________________

Name: _____________________________

Title: ______________________________

Date: ______________________________

CLIENT

By: ________________________________

Name: _____________________________

Title: ______________________________

Date: ______________________________