Membership Agreement

This Membership Agreement (“Agreement”) is entered into [Effective Date] by and between Hire Introduction, LLC, a Texas limited liability company doing business as Hire Introduction (“Company“) and the undersigned [Member’s Entity Name] (“Member“). This Agreement contains the complete and final agreement on the topics discussed below, and supersedes any prior temporary and permanent staffing agreements and understandings on these topics. By selecting membership tier and submitting payment, Member agrees to the following terms and conditions:

1. Scope of Work: Company will provide Member with access to its directory of temporary staff through Company’s online portal. Member will have the opportunity to review candidates’ experience and pre-determined hourly rate. Member will then select which temporary staff members it desires to retain services from through Company. Member understands that by selecting such candidate, it is agreeing to such candidates disclosed hourly rate.   Company will facilitate communications with Member and such selected temporary staff to find a mutually agreeable start date and schedule. Temporary staff members placed with Member (hereafter referred to as “Temps”) will remain under the employ of Company, and Company will be responsible for the payment of Temp’s wages, employers related payroll taxes, and insurance costs. Company will maintain Temp’s files containing payroll and background check information, if applicable and as required by the laws of the state the Temp will work in (hereafter “State Law”). Company will comply with HIPAA and abide by all EEOC standards. Should Member loan to any Temp any equipment whatsoever, then upon termination of such Temp’s assignment with Member, Company shall attempt to collect such equipment, but Member agrees that Company is in no way responsible for any such equipment that is not returned, or equipment that is returned with damages incurred, or equipment that is misplaced or lost in transit.
2. Compensation: 
   1. In addition to the Member fees described in Section 3 below, Member shall reimburse Company for the compensation paid to Temps (hereafter referred to as “Temp Wages”). The Temp Wages will be based on an hourly rate disclosed in such Temps’ online profile presented to Member through Company’s online portal. Member and Temps shall coordinate to track the number of hours such Temps works for Member on a daily basis. Member shall upload Temps’ hours worked on a daily basis, such hours being mutually agreed to by Member and such Temps. For the avoidance of doubt, Temps begin to accrue hours once present at Member’s work site (i.e. “clock-in”), and will stop accruing hours upon leaving Member’s work site (i.e. “clock-out”). Company shall have no liability for any disputes between Member and such Temps as to the number of hours worked.  The hourly rate of each Temps’ Temp Wages will be disclosed to Member through Company’s online portal prior to Member selecting applicable staff.  
   2. Company will utilize the number of hours entered by Member into Company’s online portal to charge such Member for the Temp’s Temp Wages. Should Member maintain a credit card or ACH payment with Company through Company’s online portal, then Company shall charge Member for the Temps Wages on the following business day after Member inputs the number of hours worked the previous day. Alternatively, if Member chooses not to maintain a credit card or ACH payment with Company on Company’s online portal, or otherwise fails to upload Temps’ Temp Wages on a daily basis, then Company shall send Member a weekly invoice reflecting each Temps’ Temp Wages. Payment of the weekly invoices is due upon receipt.   All overdue invoices will be subject to a services charge of prime rate plus one percent (1%) per month until paid. The Temp Wages shall reflect the actual amounts paid by Company to Temps, including taxes and benefits, and shall not include additional profit, it being the intent of Company for the Member fees outlined on Exhibit “A” to be the sole source of compensation for its placement services. Notwithstanding the foregoing, Company retains the right to charge Temps Wages to Member in accordance with timesheet supplied by Temps and/or terminate this Agreement should Member fail to provide Temps’ hours or repeatedly fail to pay invoices in a timely manner.
   3. Member acknowledges that any hours worked by Temp over forty (40) hours within a one-week period will be paid and billed at 1.5 times the Temp Wage rate for those considered eligible for overtime pay and in accordance with State Law. Additionally, any paid sick leave or other paid time off shall be similarly billed to Member in accordance with State Law.
   4. Should Member cancel with less than 24 hours’ notice to Company, then Company shall charge Member a cancellation fee equal to 4 hours of the applicable Temps Temp Wages + Processing Fee described on Exhibit “A”. 
3. Membership Selection & Services: Members have selected the following membership tier:
   1. Bronze Package – Pay-As-You-Go Option – $0/Year
   2. Silver Package – $89/Year
   3. Gold Package – $499/Year
   4. Platinum Package – $1,299/Year
   5. Corporate Solutions – Custom Annual Fee

      
      The Membership Options attached hereto and made a part hereof as Exhibit “A” contain the details of the foregoing packages and membership options. The fees listed herein are in addition to the Temp Wages and Processing Fee. Membership fees are non-refundable and due upon sign-up. Payment must be made via an approved method (credit card, ACH transfers, etc.).

4. Membership Termination & Cancellation: The term of this Agreement (the “Term”) shall commence as of the date first written above and shall continue for twelve (12) months. Upon the expiration of such twelve (12) month period, the Term shall automatically renew for successive twelve (12) month periods. Notwithstanding the foregoing, Member or Company may terminate this Agreement at any time with thirty (30) days’ written notice. The Company reserves the right to suspend or terminate the membership of a Member immediately, and without notice, if Member violates policies, fails to pay fees, or engages in unethical hiring practices. No refunds will be issued for early termination.
5. Member Responsibilities: Members agree to provide safe and compliant work environment for Temps. Company requests Member submit its OSHA 300 log to Company quarterly. Along with this Agreement, Company requests that Member send documentation of their workplace safety process, including fire safety and any safety manual. If circumstances arise onsite at the Member’s place of business, the onsite supervisor will be responsible for reporting any details relating to accidents, injuries, or incidents to Company employees and will need to assist in completing any paperwork (i.e. accident reports, worker compensation forms, etc.). Member understands that Member is responsible for complying with all employment safety laws that are to be implemented onsite at a place of work.
6. Liability, Indemnification & Compliance: Company does not guarantee Temps performance or retention. Member agrees to hold harmless and indemnify Company from any claims, damages, or liabilities arising from Member’s use of Temps. Company shall not be liable for any indirect, incidental, punitive, or consequential damages. Company provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, sex, national origin, age, disability or genetics. The employer/Client values a diverse work environment and, in recognition of such, Company will endeavor to present a diverse slate of candidates for every position for which it has been asked to assist in filling. This Agreement is deemed to be made under and shall be construed according to the laws of the State of Texas.
7. Confidentiality & Date Protection: Except as may be required by law or in order to comply with any court order, Member and Company each agrees to keep all proprietary business information confidential. Company will protect Member date pursuant t applicable privacy laws and regulations. This covenant shall survive the termination of this Agreement.
8. Non-Solicitation of Temps & Permanent Placements: Member agrees not to directly or indirectly solicit, recruit, hire, engage, refer or encourage any Temps, employees, agents, or consultants to terminate employment with, or cease providing services to Company or any of its affiliates or subsidiaries during the Term and for a period of one (1) year thereafter without prior written consent from Company. If Member violates this covenant, Member will pay to Company a fee equal to twenty-five percent (25%) of Temps annualized Temp Wages with such Member or any of its affiliates or subsidiaries While the direct hiring of Temps outside of Company’s placement process is prohibited, Member may hire Temps directly and permanently so long as Member pays the applicable Direct Hire Fee as outlined in the Membership Options on Exhibit “A”.
9. Staff Buy Out Agreement
   1. Members will have the option to hire Temps directly. Member shall complete a “Buy Out” request form provided by Company to allow Company and Temps consideration for such buyout. Company has the rights to decline the Buy Out request at any time for any reason. Upon Company’s approval, and in exchange for the “Buy Out Fees” listed in Exhibit “A”, Company agrees to release Temps from any non-competition agreements (if any), and encourage Temps to enter into employment agreements directly with Member. Company does not guarantee Temps acceptance of direct employment, and the details of such employment arrangements shall be made directly between Member and Temps.  
   2. As used in the is Agreement, “Providers” shall mean only Temps that are licensed dentists, and does not include hygienists or dental assistants. The Buy Out Fees for all non-Provider Temps will be final, non-refundable, and will remain the property of Company. The Buy Out Fees for all Providers will be partially refundable should the applicable Provider Temps voluntarily terminate their employment with the Member within six (6) months following the date such Provider begins working directly with such Member. In such event Company shall prorate the Buy Out Fee on a monthly basis and return such prorated amount to Member. For the avoidance of doubt, and by way of example only, should a Provider voluntarily terminate its employment with Member on the tenth (10th) day following the start of the direct employment relationship, then Company will reimburse Member 5/6 of the Buy Out Fee and will retain the remaining 1/6. 
   3. Notwithstanding anything herein to the contrary, should Member fail to on-board any Provider direct hire resulting from Company approval of a Member’s Buy Out request, then Company shall be entitled to rehire such Provider Temps and charge Member an administrative fee equal to $1,000.00. Failure to on-board shall include failure to offer such Provider Temps an employment agreement or terms (whether verbal or written), communicate with such Provider Temps regarding start dates and schedule, and generally fail to begin the direct employment of such Provider Temps following Company’s agreement of Member’s Buy Out request.
10. Dispute Resolution: Any disputes between Company and Member shall first be resolved through good faith negotiations. If unresolved, disputes will be settled through binding arbitration in Allen, Texas. In the event any account is turned over to an attorney for collection, the Member shall pay all fees, costs, and other expenses incurred therein by Company.

Acknowledgement & Agreement: By signing below, the Member acknowledge and aggress to the terms of this Agreement: