PLACEMENT AGREEMENT
This Placement Agreement ("Agreement") is effective April 19, 2005
("Agreement Date") by and between the following two parties:
1. Care Recruitment Solutions International, Inc., a Florida
corporation (collectively, "CRSI" or the "Company") with an
office at 0000 Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx
00000
2. Personal Touch Home Care, Inc., a corporation with offices
throughout the USA, with an office at 000-00 Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxx Xxxx ("CLIENT").
RECITALS
WHEREAS CLIENT is in the business of contracting to deliver to their
clients and customers ("Consumers") Home Health Care services, Nurses
and Medical Staff (collectively, "Staff") and placing Staff into such
CLIENT positions ("Positions")
WHEREAS CRSI is in the business of locating experienced, qualified and
licensed staff to fill Positions in the USA
WHEREAS CLIENT and CRSI desire to enter into an agreement upon the
terms and conditions set forth below, whereby CRSI will provide CLIENT
acceptable Staff to fill Positions.
NOW, THEREFORE, in consideration of the Recital and Agreements herein
and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties intend to be bound
to the following:
1) GENERAL TERMS AND CONDITIONS.
a) CLIENT initially engages CRSI to place a minimum of 150
Placements acceptable and approved by CLIENT during each and
every year throughout the Term of this Agreement
b) A Staff Requirements List defines the total number of Positions
CLIENT engages CRSI to place for CLIENT over the Term of the
Agreement
c) A Selected Candidates List includes those candidates that CLIENT
is interested in interviewing and have reviewed their resumes and
digital interviews
d) A Placement List includes those Selected Candidates that CLIENT
wishes to hire (those chosen being referred to collectively
and/or singularly as, "Placement")
e) CRSI fees and costs are as follows:
i) CRSI Placement Fee is equal to $US 12,500.00
ii) CLIENT Training Subsidy is equal to $US 2,500.00
iii) CLIENT Visa - Immigration Subsidy is equal to $US
2,500.00
2) TERM. The Term of this Agreement shall commence on the Agreement
Date and shall terminate on the same day in five (5) years ("Initial
Term") from Agreement Date, unless extended. This Agreement may be
extended for a period of another five (5) years upon CLIENT's
request in writing to CRSI within thirty (30) days of the
Agreement's expiration.
3) TERMINATION OF AGREEMENT. By mutual agreement, this agreement may
be terminated, with or without cause, upon ninety (90) days written
notice to the other party. Placements already accepted/selected by
CLIENT in a signed Placement List, will not be affected by the
termination of this Agreement, and CLIENT agrees that all applicable
fees for the Placements, shall be paid to CRSI, in accordance with
the terms of this Agreement.
4) CRSI RESPONSIBILITIES. - CRSI shall be solely responsible for
providing the following services, either directly, or
indirectly through third parties:
a) Identifying qualified candidates for Staff Positions
b) Screening, interviewing, and formally verifying each Staff
member's qualifications, licensing (or eligibility for same)
and credentials;
c) Performing a security / criminal background check on Staff;
d) Media advertising for recruitment purposes and related costs;
e) Interviewing Staff and posting interviews digitally on CRSI's
Secure Client Website for viewing by CLIENT;
f) Posting professionally-created resumes on the above Website;
g) Providing CLIENT with a real-time video-teleconferencing
hookup to interview candidates selected by CLIENT
h) Preparation and processing of Training/Refresher courses for
Selected Candidates
i) Visa Processing fees and costs in the foreign country of
origin;
j) Training of Placements, including:
i) English language refresher
ii) NCLEX refresher;
k) Ensuring Placements have passed the U.S. NCLEX Examination
successfully, prior to being placed in a Position; and
l) Underwriting Placement's airfare from country of origin to the
USA.
5) CLIENT RESPONSIBILITIES - CLIENT shall be responsible for the
following:
a) Provide CRSI with a Staff Requirements List for a period of not
less than five (5) years, with the option to increase the number
of Positions requested at any time. Staff Requirements List will
indicate:
i) Total number of Positions requested to be filled by year for
five (5) years
ii) State and City in the USA in which Position will be filled
iii) Experience and Professional background required for each
Position
iv) Salary range and benefits for each Position
v) National, State and local licenses required for each Position
b) Review the resumes and digital interviews of candidates for
Positions on CRSI's Secure Client Website and document in a
Selected Candidates List those candidates that CLIENT is
interested in interviewing ("Selected Candidates")
c) Interview via real-time video-teleconferencing Selected
Candidates
d) Choose from Selected Candidates and document in a signed
Placement List those that CLIENT wishes to hire (those chosen
being referred to collectively and/or singularly as, "Placement")
e) Upon choosing a Placement, underwrite the following costs
for each Placement (see Glossary of Terms, above):
i) Training Subsidy
ii) Visa - Immigration Processing Subsidy
f) CLIENT will become a Sponsor and will submit Sponsorship
paperwork on behalf of each and every Placement
g) Upon the Placement successfully completing all of their
qualifications and licensing necessary to work in the USA
and have receive their licensing and Immigration approvals
to work in the USA, CLIENT will execute an Employment
Agreement with each Placement offering Placement employment
as a full-time employee including benefits for a period of
between one (1) year and three (3) years
h) Provide Placement with CLIENT-specific training and
orientation at CLIENT's cost either at CLIENT location or at
a designated CRSI location
i) Placement begins work as an employee of CLIENT
j) Client has 120 days ("Probationary Period") to either retain
Placement or request a replacement. In the event a
replacement is requested in writing at least 30 days prior
to the end of the Probationary Period or Placement
voluntarily terminates their employment with Client during
the Probationary Period, CRSI will replace Placement with
another Selected Candidate and Placement Fees will be waived
for the replacement.
6) PAYMENT TERMS - CLIENT shall be responsible for the following
compensation to CRSI:
a) CLIENT Subsidies - Upon selecting a Placement (CLIENT will
have already submitted a Staff Requirements List, reviewed
candidate resumes, viewed Selected Candidate digital
interviews, conducted a real-time video-teleconference with
Selected Candidates and indicated in a Placement List
CLIENT's desire to hire Selected Candidate as a Placement),
CLIENT will compensate CRSI as follows (See Glossary of
Terms, above):
i) A one-time Training Subsidy Fee per Placement
ii) A one-time Visa - Immigration Fee per Placement
b) Placement Fees - CLIENT will compensate CRSI for each
Placement as follows:
i) Upon signing an Employment Agreement with Placement,
CLIENT will compensate CRSI with a down payment equal to
twenty-five percent (25%) of the CRSI Placement Fee (See
Glossary of Terms, above)
ii) Upon arriving in the USA, CLIENT will compensate CRSI
with the balance of seventy-five percent (75%) of the
CRSI Placement Fee (See Glossary of Terms, above)
7) LEGAL COMPLIANCE & INDEMNIFICATION. In its performance of this
Agreement, CLIENT will comply with all applicable Federal State, and
Local laws including but not limited to, the provisions of the Equal
Employment Opportunity Act, the Americans with Disabilities Act, and
the Fair Labor Standards Act, and will indemnify and hold CRSI
harmless from and against any, claims, demands, suits, losses,
damages, costs, and expenses arising from any non-compliance,
violation or alleged non-compliance violation by CLIENT of any such
laws. In addition, CLIENT will indemnify and hold CRSI harmless for
any and all penalties, fines, remedies and other losses, including
reasonable attorney's fees incurred by CRSI as a result of CLIENT's
non-compliance with laws of the United States pertaining to
immigration and/or naturalization. CLIENT agrees to indemnify and
hold CRSI harmless against any loss or liability resulting from any
claim arising or occurring in connection with and during the course
of, employment of any Placement provided under this Agreement.
8) CONFIDENTIALITY. Both Parties agree that:
a) During the performance of this Agreement it may be necessary for the
parties to provide confidential and/or proprietary information to
each other, including but not limited to Placements' pay rates,
CLIENT billing rates, and CRSI's costs. The parties agree that such
information will be held In strict confidence by the receiving party
and will not be disclosed by the receiving party to any third party
or used by the receiving party for its own purposes, except to the
extent that such disclosure or use is necessary in the performance
by the receiving party's obligations under this Agreement. No
information shall be subject to the protections of this section, if
such information:
i) becomes publicly available;
ii) becomes known or developed by the receiving party
independently of the confidential and/or proprietary information of
the disclosing party, or;
iii) is released in response to a subpoena, court order or other
legal process.
iv) Moreover, neither party shall be liable for the inadvertent
or accidental disclosure of such information if such disclosure
occurs despite the exercise of the same degree of care as such
party normally takes to preserve and safeguard its own
proprietary Information. All writings or documents that contain
information subject to the protection of this section will be
promptly returned by the receiving party upon the request of
disclosing party.
9) FORCE MAJEURE: Neither party shall be responsible for failure or
delay in assigning/placing Staff on Positions if such failure or
delay is due to labor disputes and strikes, fire, riots, war, acts
of God, or any other causes beyond their control.
10) ASSIGNMENT: This Agreement shall not be assignable or transferable
by either party without the prior written consent of both parties.
This Agreement shall be binding on affiliates, subsidiaries,
representatives, agents, successors and assigns of the parties.
11) MUTUAL NON-CIRCUMVENTION. The parties agree not to contact
persons or entities introduced by the other parties hereto without
prior consent of the party who made the introduction. Company and
RLP both hereby agree that neither party shall utilize confidential
information nor consummate any transaction, for fees or otherwise,
with any entity (including such entity's affiliates and related
entities) introduced by the other party without providing
compensation to the introducing party in an amount acceptable to the
introducing party. The spirit of mutual trust and confidence shall
be the underlying principle of this undertaking and the parties
agree to adhere thereto.
12) NON-SOLICITATION. During the term of this Agreement and for a
period of one (1) year following its termination, CLIENT agrees
that:
a) It will not hire or solicit for hire any of CLIENT's employees
and/or personnel who, within one year prior to any such hiring
solicitation, performed services for CLIENT or about whom CLIENT
received information or was introduced, as the direct or indirect
result of providing services pursuant to this Agreement, without
the prior written consent of CRSI.
b) Candidates, Selected Candidates as well as Placements that CLIENT
is no longer employing or who have been removed from a Placement
List, are excluded from this restriction and may be placed by
CRSI elsewhere.
13) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of New York, without giving effect to
any choice of law or conflict of law provision or rule whether such
provision or rule is that of New York or any other jurisdiction.
Each party irrevocably consents to the exclusive personal
jurisdiction of New York State courts, situated in New York County,
State of New York or the United States District Court, Southern
District of New York, in connection with any action, suit or
proceeding relating to or arising out of this Agreement or any of
the transactions or relationships contemplated hereby. Each party,
to the maximum extent permitted by law, hereby waives any objection
that such party may now have or hereafter have to the jurisdiction
of such courts on the basis of inconvenient forum or otherwise.
14) SEVERABILITY. If any term or provision in this Agreement shall be
held invalid, or unenforceable by a court of competent jurisdiction, the
same shall not affect in any respect whatsoever the validity and
enforceability of the remainder of this Agreement, in that event, the
provision or term held to be invalid or unenforceable, shall be
construed and applied so as to be valid and enforceable to the maximum
extent permitted by law or in equity.
15) PUBLIC ANNOUNCEMENT. All press releases and public announcements
relating to any business or activities contemplated by this
Agreement, must first be agreed to, approved and prepared jointly by
CRSI and CLIENT.
16) NOTICE. Notices shall be in writing and shall be delivered by
any means by which delivery is verified to the following addresses:
a) If to CRSI:
Care Recruitment Solutions International, Inc
Administration and CLIENT Division
0000 Xxxx Xxxx Xxxxx Xx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
b) If to CLIENT:
At the address above written.
17) MISCELLANEOUS.
a. The parties have entered into this Agreement after negotiations
and discussions, an examination of its text, and an opportunity
to consult counsel.
b. This Agreement constitutes the entire understanding between the
parties regarding specific subject matter covered herein and
supersedes any and all prior written or oral contracts or
understandings between the parties hereto.
c. Neither party shall be bound by any statements or representations
made by either party not embodied in this Agreement.
d. Neither party will have the right to assign, pledge or transfer
all or any part of this Agreement without the prior written
consent of the other, and any such purported assignment, pledge
or transfer by a party without such prior written consent shall
be void. Such consent shall not be unreasonably withheld.
e. No provisions herein contained shall be waived, modified or
altered, except by an instrument in writing, duly executed by the
parties hereto; no delay or omission by either party to exercise
its rights and remedies in connection with the breach or default
of the other shall operate as, or be construed as a waiver of
such rights or remedies as to, any subsequent breach.
f. Should one or more provisions of this Agreement be held
unenforceable for whatever cause, the validity of the remainder
of this Agreement shall remain unaffected; in such an event that
any provision hereof is found to be unenforceable, the court
shall revise such provision to provide the maximum level of
enforceability permitted by law.
g. The captions appearing in this Agreement are inserted only as a
matter of convenience and for reference and in no way define,
limit or describe the scope and intent of this Agreement or any
of the provisions hereof.
h. This Agreement may be executed in facsimile form and in any
number of counterparts, but all counterparts hereof shall
together constitute but one agreement. In proving this
Agreement, it shall not be necessary to produce or account for
more than one counterpart signed by both of the parties.
i. Each party represents one to the other that it is under no
incapacity to enter into or perform this Agreement and that each
person signing this Agreement on its behalf, has the authority to
do so and each shall never otherwise assert.
IN WITNESS WHEREOF, the parties have executed this Agreement as set
forth below.
For CRSI:
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President & CEO
For CLIENT:
By: /s/_____________________________________
Name: __________________________
Title: __________________________
[End]
CRSI - PTHC Placement Agreement
Page 7 of 7
8/18/2005 CONFIDENTIAL
