EMPLOYER SERVICE AGREEMENT
This Employer Services Agreement (hereinafter referred to as "Agreement") is
entered into as of May 24, 2000, (the "Effective Date") by and between Stratus
Services Group, Inc. with corporate offices located at 000 Xxxxx Xxxx, Xxxxx
000, Xxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "Stratus") and
HealthCare Integrated Systems located at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000 (hereinafter referred to as "Client").
1.0 The term of the Agreement shall be for a period of one (1) year from
the Effective Date and will automatically be extended on an annual basis unless
thirty (30) days written notice of termination is received prior to the
anniversary date of the Agreement.
1.1 This Agreement may be cancelled by either party upon two (2) days
written notice in the event of material breach of this Agreement by the party so
notified.
2.0 Stratus is in the business of providing payroll and outsourcing
services to client companies. The Client may require that Stratus initiate an
employment relationship with personnel recruited by the Client and Stratus may
invoice for this service.
3.0 Stratus will perform work at the Client facilities or in Stratus
offices or establish a temporary facility as required to meet individual project
needs.
4.0 Whereas the Client desires outsourcing/payroll services and whereas
Stratus agrees to provide those services, it is hereby agreed as follows:
4.1 That Client employs Stratus as an independent contractor, and nothing
herein is intended to nor shall create the relationship of employee, partner,
joint venturer or associate, or any other relationship between Client and
Stratus, except that of principal and independent contractor.
4.2 Stratus is an independent service company. The personnel assigned to
the Client are Stratus employees, and will be paid for their services by
Stratus.
4.3 Stratus will recognize all legal and ethical rules, regulations and
policies established by the Client.
4.4 Stratus will apply uniform and equitable standards of employment
criteria for applicants to assure the best possible use of applicant regardless
if race, creed, color, national origin, sex or age.
4.5 Applicants shall be recruited, tested, interviewed, selected and
assigned by Client when required.
4.6 Stratus will pass a xxxx-up per the cost schedule attached as Exhibit
"A" to the direct labor cost (straight time and overtime) to determine the fixed
hourly billing rate.
4.7 The fixed hourly billing rate includes employee labor rate, cost of
maintaining proper payroll and accounting records, Workers' Compensation and
General Liability Insurance, Federal and State Employment Insurance, and other
applicable payroll taxes, overhead and general and administrative cost and
profit.
4.8 When Stratus employees are required to travel on Client business,
expenses incurred will be advanced by Stratus and billed to Client at cost plus
3%.
4.9 Other direct expenses for items which would fall outside the normal
scope of this Agreement including but not limited to printing, telephone, and
overnight delivery service, will be invoiced weekly.
5.0 GENERAL INFORMATION
5.1 Billing: Stratus invoices will be rendered weekly. All associated costs
will be itemized. Funds will be wire transferred to Stratus before payroll is
released.
5.2 Invoice Format: Standard Stratus.
5.3 Independent Contractor: Stratus is an Independent Contractor. The
personnel assigned to the Client premises by Stratus are employees of Stratus
and are hereinafter referred to as employee or employees.
5.4 Conformity with Client Rules: Stratus will recognize all applicable
rules, regulations and policies established by the Client on whose premises
employee performs services. Stratus shall inform employees that they are
required to recognize such rules, regulations and policies.
5.5 Proprietary Information: Stratus will inform its employees that private
propriety information of the Client may become available to them. Stratus
requires that its employees maintain confidentiality and will provide a written
certification upon request.
5.6 Records, Accounting: Stratus shall maintain complete and accurate
accounting records in accordance with generally accepted accounting practices
(GAAP) to substantiate all charges hereunder. Such records include payroll
records, job cards, attendance records and summaries. Stratus shall retain such
records for a period of three (3) years from date of final invoice.
5.7 Insurance: Workers' Compensation and General Liability will be
maintained for the duration of the Agreement. Appropriate certificates attached
as Exhibit "B".
5.8 Equal Opportunity Employer: Stratus will be responsible for meeting the
EEO criteria and will defend any claim arising from this recruiting program.
Stratus will hold Client harmless for any EEO violations caused by any act or
omission by Stratus employees and/or their agents.
6.0 Whenever any notice is required, it shall be sent by certified mail,
return receipt requested. Notice addresses are as follows:
For: HealthCare Integrated Systems
0000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx Xxxxxx
For: Stratus Services Group, Inc.
000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, CFO
7.0 Stratus agrees to indemnify, hold harmless and defend Client, its
employees, officers, directors, stockholders, agents and representatives from
claims, debts, losses, actions, liabilities and damages resulting from Stratus
recruiting activity or Stratus' failure to meet or perform any Stratus
obligation.
8.0 Neither Stratus nor its agents, officers, directors, shareholders or
representatives shall be liable to Client for any loss or damage arising or
resulting from negligence or wrongful conduct unless due to Stratus gross
negligence or misconduct.
9.0 Should Stratus or Client institute legal proceedings against the other,
the prevailing party will be entitled to recover all attorney fees and other
costs arising from such action.
10.0 Neither Stratus nor the Client shall without the written consent of
the other, solicit, approach or otherwise proselyte existing staff of the other
during the term of this Agreement nor for a period of ninety (90) days
thereafter.
11.0 Upon cancellation, breach or expiration of this Agreement, Stratus
shall return all property and documents in its possession to the Client and
Client shall make payment for all services rendered and expenses incurred.
12.0 This Agreement may be amended from time to time by mutual agreement of
the parties, executed and approved in the same manner as this Agreement.
13.0 The parties have made and executed this Agreement this
24th day of May, 2000.
STRATUS SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chief Financial Officer
HEALTHCARE INTEGRATED SYSTEMS
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Chairman of the Board and
Chief Executive Officer
Exhibit "A"
Cost Schedule
Exhibit "A"
Cost Schedule
1.0 Hourly billing rates include FICA, SUI, FUI, Workers' Compensation
Insurance, General Liability Insurance, General and Administrative costs and
profit. The billing rate will be the total of the established direct labor rate
per labor category, multiplied by the applicable billing rate percentage from
the following table:
ALL LOCATIONS
TOTAL XXXX-UP PERCENTAGE = 35%
2.0 Approved expenses (4.8 and 4.9 of the Agreement) will be invoiced at
cost plus 3%.
3.0 Overtime is invoiced at time and one half multiplied by the applicable
billing rate percentage.
4.0 HealthCare Integrated System's health insurance will be maintained by
Stratus. It will be billed at cost. (paid in advance)
5.0 The Company paid portion of the employee health insurance and 401(k)
contribution will be billed at cost.
6.0 Stratus will offer direct deposit.
GENERAL INFORMATION
Billing: Stratus invoices for services provided are presented weekly and
are due upon a receipt via wire transfer. All associated costs are fully
itemized.
Invoice Format: Standard Stratus
Independent Contractor: Stratus certifies that it is an independent
contractor and all personnel assigned to Client projects by Stratus remain
Stratus employees, and as such, under Stratus direction and control.
Proprietary Information: Stratus informs and directs its employees that
proprietary information of its clients may become available to them. Stratus
requires its employees to maintain confidentiality and will provide a written
certification upon request.
Accounting Records: Stratus shall maintain complete and accurate accounting
records in accordance with generally accepted accounting practices (GAAP) in
order to substantiate all charges hereunder. Such records may include payroll
records, job cards, attendance records and summaries. Stratus shall maintain
such records for a period of three (3) years from date of final invoice.
Equal Opportunity Employer: Stratus will be solely responsible for meeting
EEO criteria and will defend any claims arising from this program. Stratus shall
hold Client harmless from any EEO violation caused by any act or omission by
Stratus employees or their agents.
Benefit Accrual: All health coverage, holiday and vacation pay are direct
billed to Client at time of qualification, therefore no accrual of such benefits
exist in the event termination occurs other than the anniversary date. Any such
claim is the sole responsibility of the Client. Satisfaction of such claim, at
the direction of the Client, is billable at the same terms as other benefits.
