Healthcare Staffing Client Service Agreement

This Healthcare Staffing Client Service Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between MXM MEDSTAFF, a division of MXM Turbinetec LLC, with offices at 3125 Vision Avenue, Memphis, TN 38118 ("Service Provider"), and the client identified below ("Client"). The Service Provider agrees to provide healthcare and medical staffing services to the Client under the terms set forth in this Agreement.

The Service Provider shall provide the healthcare and medical staffing services described below. Services include temporary, temp-to-hire, and direct-hire placement of qualified healthcare professionals, with credential verification and immunization tracking performed in accordance with applicable healthcare regulations.

A detailed Statement of Work ("SOW") describing specific deliverables, milestones, and acceptance criteria shall be attached as Exhibit A and incorporated by reference. Any work outside the SOW shall require a written change order signed by both parties.

This Agreement shall commence on the Effective Date and continue for a period of unless terminated earlier in accordance with Section 8.0. The Agreement may be renewed by mutual written agreement of both parties.

The Client agrees to pay the Service Provider for the Services according to the fee structure below. All fees are quoted in U.S. dollars and are exclusive of applicable state and local taxes, which shall be billed separately where required by law.

Bill rates for temporary and temp-to-hire placements are established per job order and include statutory payroll taxes, workers' compensation, and professional liability coverage. Direct-hire placement fees are due within thirty (30) days of the candidate's start date. Temp-to-perm conversion fees apply if the Client hires a placed temporary employee directly within one hundred twenty (120) days of assignment. Invoices are due Net 15 from the invoice date.

The Client agrees to provide accurate position requirements, facility credentialing standards, and patient acuity information. The Client shall designate a clinical contact for scheduling, performance feedback, and incident reporting. The Client is responsible for supervising placed healthcare personnel and for maintaining compliance with facility accreditation requirements.

Both parties agree to keep confidential all proprietary information, trade secrets, operational records, and patient and credentialing data disclosed during the engagement. The Service Provider shall not disclose Client information to any third party without written consent, except as required by law. This obligation survives termination of this Agreement for a period of three (3) years.

The Service Provider verifies candidate credentials, licenses, and immunizations prior to placement. The Service Provider is not responsible for clinical outcomes, patient care decisions, or supervision of placed personnel at the Client facility. The Client assumes responsibility for clinical oversight and scope-of-practice compliance once a placement begins. The Service Provider's total liability under this Agreement shall not exceed the total fees paid by the Client. Each party shall maintain general liability and workers' compensation insurance as required by law.

Either party may terminate this Agreement for convenience with thirty (30) days written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of written notice. Upon termination, the Client shall pay for all Services performed and expenses incurred up to the termination date.

All healthcare placements comply with applicable state nurse aide registry requirements, HIPAA privacy standards for protected health information, and Joint Commission credentialing standards where applicable. The Service Provider verifies current licensure, BLS/ACLS certification, immunization records, and TB screening for all placed healthcare professionals. Background checks are conducted per FCRA and state healthcare facility requirements.

This Agreement shall be governed by the laws of the State of Tennessee. This Agreement, together with any attached Exhibits and SOW, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings. Amendments must be made in writing and signed by both parties.