Model Contracts

With the varying client demands and forms of agreement, it's hard for staffing firms to know how to protect themselves. Many staffing firms feel pressured to sign client agreements because the client claims "every other staffing firm signs it."

Staffing firms are not insurers. They should not be expected to cover risks beyond those inherent in the staffing business. What are those risks? In general, they involve (1) the risks related to being an employer, such as payment of wages and benefits, payroll taxes, etc., and (2) liability for client loss or damage caused by the staffing firm's failure to properly screen or otherwise qualify the assigned employee for the job. But staffing firms should not assume risks related to the client's business, including liability for the client's products and services.

To help ASA members and their attorneys deal with these and other issues, ASA has developed suggested contract language that spells out the staffing firm's and the client's responsibilities. Price terms or other provisions of a competitive nature are not included.

Model agreements have been developed for general staffing arrangements; the professional and the technical, information technology, and scientific sectors; and placement and recruiting services.

These agreements are not intended as legal advice. They provide suggested language only, and modification may be necessary or desirable in particular cases. Before using these forms or any of their provisions, staffing firms are strongly urged to seek the advice of competent legal counsel.

General Staffing

There are three model agreements, each designed for a different situation.

• General Staffing Agreement: This agreement, first published in 2000, has been completely revised and is shorter and easier to read than the original. It is intended for use where there is no existing written contract with the client and can be offered in lieu of the client's standard contract form. It is based on the simple principle of "Whose business is it?"—that each party is responsible for the risks associated with its own business, and that each party has a duty to indemnify the other only for those risks. Accompanying exhibits are sample formats for rate schedules, assigned employee benefit waivers, and assigned employee confidentiality agreements. Optional provisions are included that can be added to the basic document. Download a Word version (DOC 122 KB).

• Amendment to Client's Staffing Agreement: This document is intended for use where a written contract with the client already exists. It is designed to "correct" the existing agreement by overriding unduly broad or inappropriate indemnity language without affecting the basic provisions of the contract. Download a Word version (DOC 50 KB).

• Time Sheet Terms: This language is designed to be incorporated into an employee's time sheet. It contains abbreviated responsibility lists and a waiver of extraordinary types of damage recoveries, but does not contain an express indemnity clause, which could be added. The time sheet language can serve as a stand-alone agreement in situations where no formal written agreement is used and may be used in conjunction with the General Staffing Agreement. Download a Word version (DOC 30 KB).

• Frequently Asked Client Questions About the General Staffing Agreement: This material helps staffing professionals address client questions and objections. Download a Word version (DOC 203 KB).

• Staffing Industry Risk Philosophy: This one-page document prepares clients to read and accept the staffing agreement by briefly explaining the "Whose business is it?" principle. Download a Word version (DOC 32 KB).

• Risk Matrix: This matrix can be used as a convenient way to show clients at a glance how risks should be allocated in a staffing relationship based on the "Whose business is it?" principle. Download a Word version (DOC 45 KB).

Professional

To help staffing firms in the professional sector protect their businesses, representatives from the ASA professional section have developed a model agreement. Download a Word version (DOC 106 KB). Some staffing firms in the professional sector may also wish to review the contracts from the placement and recruiting and the technical, IT, and scientific sections to develop agreements most applicable to their needs.

Technical, IT, and Scientific

To help staffing firms in the technical, information technology, and scientific sector protect their businesses, legal representatives from the ASA technical, IT, and scientific section have developed six additional model agreements.

• Agreement for Supplying Technical Services on a Time and Materials Basis on Service Company's Premises: This form is used when a client desires technical services to be performed on the staffing firm's premises by employees of the staffing firm. It states that the assigned workers are employees of the staffing firm, paid by the staffing firm, and all matters concerning wages, expenses, hours worked and paid, working conditions, and other similar administrative matters shall be resolved between the assigned worker and the staffing firm. Download a Word version (DOC 80 KB).

• Agreement for Supplying Technical Services on a Time and Materials Basis on Client's Premises: This agreement is used when a client desires technical services to be performed on the client's premises by employees of the staffing firm. It states that the assigned workers are employees of the staffing firm, paid by the staffing firm, and all matters concerning wages, expenses, hours worked and paid, working conditions, and other similar administrative matters shall be resolved between the assigned worker and the staffing firm. Download a Word version (DOC 89 KB).

• Agreement for Supplying Temporary Technical Personnel: This agreement is to be used when a staffing firm supplies assigned workers to the client on a temporary basis to supplement the client's work force. The assigned workers will work under the direction, control, and supervision of the client. In addition to dealing with liability and indemnification issues, it contains a comprehensive set of basic operational terms and conditions. Download a Word version (DOC 116 KB).

• Outsourcing Agreement: This serves as an agreement between the staffing firm and client when the company performs outsourcing services on behalf of the client. This service may include project management, assumption of particular tasks, and the provision of specific deliverables to the client. Download a Word version (DOC 108 KB).

• Agreement for Supplying Independent Contractors: This serves as an agreement between a contractor who provides specialized services as an independent contractor directly to a third party, and the company that will locate and place the contractor in a suitable situation. Download a Word version (DOC 104 KB).

• Employment Agreement: This is a basic agreement between the staffing firm and the contract employee. It contains basic contract provisions and can serve as a stand-alone agreement between the employer and employee. Download a Word version (DOC 77 KB).

The American Staffing Association and the National Association of Personnel Services have jointly developed the first authoritative, professional template for firms that provide recruiting, search, and placement services to use as a model in preparing client agreements.

The model adopts a unique approach that offers recruiting firms a basic agreement plus extensive optional provisions—along with detailed explanations as to their purpose and use—to afford great flexibility in tailoring the documents to particular client circumstances. The model includes language dealing with alternative fee calculations, volume discounts, retainer and engagement fees, and various guarantee clauses, such as replacements, refunds, and credits. The model also lists provisions best avoided.

This model agreement is available to ASA and NAPS members only. Download a Word version (DOC 146 KB).

Contact
Ed Lenz
Senior Vice President, Public Affairs, and General Counsel
703-253-2035
elenz@americanstaffing.net