Employee Lease Agreement

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An Employee Lease Agreement is an agreement between a lending company/employer (the Company) and another company (the Client) whereby the client agrees to contract for the services of the employer’s employee(s) according to specific terms and conditions. As drafted, the Company remains responsible for the payment of salaries and wages of the leased employees and is paid by the Client a set fee as set forth in Schedule B. However, the Client is responsible for training the leased employees, the Client may designate the benefit plan for the leased employees, and this document further contains an indemnification provision by the Client, including attorneys’ fees.

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									An Employee Lease Agreement is an agreement between a lending company/employer
(the Company) and another company (the Client) whereby the client agrees to contract
for the services of the employer’s employee(s) according to specific terms and
conditions. As drafted, the Company remains responsible for the payment of salaries
and wages of the leased employees and is paid by the Client a set fee as set forth in
Schedule B. However, the Client is responsible for training the leased employees, the
Client may designate the benefit plan for the leased employees, and this document
further contains an indemnification provision by the Client, including attorneys’ fees.
                      EMPLOYEE LEASE AGREEMENT

        THIS EMPLOYEE LEASE AGREEMENT (the “Agreement”) made this
____ day of ____________, 2_____ (the “Effective Date”), by and between
__________________ (the “Company”) and ____________________ (the “Client”).

         WHEREAS the Client is desirous to lease employees from the Company for the
purposes of _______________________ (the “Leased Employees”);

         AND WHEREAS the Leased Employees shall remain employees of the
Company unless this Agreement is terminated, in which case the employees shall
automatically become employees of the Client;

       AND WHEREAS the Company and the Client are desirous of entering into this
Agreement for the purposes of leasing employees of the Company to the Client.

        THIS AGREEMENT WITNESSES that for good and valuable consideration, and
in consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, it is agreed between the Company and the
Client as follows:


1.00       TERM OF AGREEMENT

1.01     The Company and the Client hereby agree that the term of this Agreement shall
remain in full force and effect for a period of ________ (___) days/weeks/months (the
“Term”).

1.02      This Agreement shall remain in full force and effect until such time that one of
the parties hereto provides _______ (___) days’ written notice to the other party of its
intention to terminate this Agreement.

1.03     The Company may at any time, terminate this Agreement by providing _______
(___) days’ written notice to the Client upon the Client breaching any of the terms and
conditions of this Agreement.


2.00       EMPLOYEES OF THE COMPANY

2.01    The Company shall lease the Leased Employees as set out on Schedule “A”
annexed hereto, to the Client on the Effective Date of this Agreement.

2.02    Upon the execution of this Agreement by the Company and the Client, the
Company shall notify the Leased Employees of their leased employee status with the
Client.


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2.03     No such other employees of the Company shall be leased to the Client unless
the Company and the Client hereto agree in writing of the Client’s intent to lease such
additional employees of the Company.

2.04      The Leased Employees shall be extended the same benefits and benefit plans by
the Client as the Leased Employees had under their employment with the Company.

2.05     The Client shall not at any time or times be considered as an employer any of
the employees of the Company save and except the Leased Employees contained on
Schedule “A” annexed hereto.

2.06     The Client shall immediately notify the Company in writing, of any new
employees hired by the Client. Failure by the Client to notify the Company of any such
new hired employees shall be grounds for the immediate termination of this Agreement
by the Company.

2.07     The Client hereby agrees that it shall immediately notify the Company of any
dismissal, termination or cease of employment by any Leased Employee and the Client
hereby further agrees that it shall work with and cooperate with the Company in all
employment and unemployment matters of the Leased Employees.

2.08    The Client shall have in place in for each and every Leased Employee, workers’
compensation insurance upon the Effective Date and throughout the duration of this
Agreement.

3.00       SERVICES PROVIDED BY THE COMPANY

3.01     The Company shall during the term of this Agreement, be solely responsible for
the payment of all salary and wages to the Leased Employees, the collection and
remittance of taxes, unemployment insurance and all other administrative tasks normally
performed by an employer for its employees.

3.02     The Company shall be solely responsible for all such salary and wage
payments, collection and remittance of taxes and unemployment insurance until such
time a Leased Employee is terminated from his or employment with the Company.

3.03      The Client hereby agrees that it shall be responsible and liable for the
completion and remittance of all required insurance forms by the Leased Employees and
shall return such completed insurance forms promptly to the Company.

4.00       RIGHTS OF THE COMPANY

4.01     In accordance with the laws of the governing jurisdiction and after consultation
with the Client, the Company shall have the following rights in respect to the Leased
Employees:



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           (i)         have the right to hire and control the Leased Employees;

           (ii)       have the right to enforce Company policies and to terminate the
                     employment of any of the Leased Employees;

           (iii)      have the right to promote, demote, determine the wages and/or salaries,
                     hours to be worked and terms and conditions of employment of any
                     Leased Employee;

           (iv)       have the right to resolve any dispute among the Leased Employees and
                     the authority to mediate any grievances of the Leased Employees; and

           (v)        supervise and direct the Leased Employees in a reasonable and
                     consistent manner which is consistent with the policies and practices of
                     similar businesses.

The Company and the Client hereby acknowledge and agree that the Client may have
direction over the Leased Employees for the purposes of the Leased Employees carrying
out the work of the Client.

5.00       TRAINING OF LEASED EMPLOYEES

5.01      The Company and the Client hereby agree that the Client shall be solely
responsible for the training of the Leased Employees including but not limited to, safety
training.

5.02     The Client hereby acknowledges and agrees that it shall be solely responsible
for complying with all health and safety laws of the governing jurisdiction and any rules
and regulation imposed by the controlling federal, state and local governments and that
the Client shall immediately notify the Company of any and all accidents or injuries
sustained by any of the Leased Employees.

5.03     The Client hereby agrees that the Company shall retain the right of its direction
and control over the safety of the work site of the Client in respect to the Leased
Employees.

5.04       The Client hereby agrees that all equipment and machinery of the Client shall
be in good working condition and in compliance with OSHA standards of the governing
jurisdiction at the Effective Date and shall continue to be in good working condition and
in compliance with OSHA standards of the governing jurisdiction throughout the term of
this Agreement.

5.06   The Client hereby further agrees that it shall be solely responsible for any
OSHA violations and hereby releases the Company from same.




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5.07      The Client shall provide to each and every Leased Employee if applicable, all
required safety equipment, as required by any federal, state, provincial or local law or
regulations.

5.08     The Client hereby agrees that the Company’s workers’ compensation carrier
shall have the right to inspect the Client’s work premises during normal business hours
and shall have the right to provide any recommendation pertaining to job safety for the
Leased Employees.

5.09    The Client hereby acknowledges and agrees that by the Company inspecting the
working premises of the Client or by not inspecting the working premises of the Client,
the Company assumes no liability or responsibility for any unsafe working conditions
which may exist or will exist on the Client’s working premises.

5.10    The Company and the Client hereby agree that any failure by the Client to
comply with its obligations in respect of job safety requirements for the Leased
Employees shall constitute grounds for the immediate termination of this Agreement.

6.00       BENEFITS

6.01    The Client shall have the right to designate the benefit plan for the Leased
Employees desired under this Agreement.

6.02      The Company offers a benefit plan to its employees through a group insurance
policy issued by _________________________. The Client shall have the option to
choose to participate in the Company’s group insurance policy issued by
___________________.

6.03      Should the Client not wish to participate in the Company’s group insurance
policy issued by __________________, the Client hereby certifies to the Company that is
has in place and will have in place, its own group insurance policy which shall be
extended and cover the Leased Employees and the Client shall provide satisfactory
evidence of such group insurance policy to the Company on or prior to the Effective Date
of this Agreement.

7.00       INDEMNIFICATION BY CLIENT

7.01      The Client hereby agrees to indemnify and hold the Company, its officers,
directors, shareholders, employees and affiliates harmless, from any loss, liability,
expense, including but not limited to attorneys’ fees, and claims for damages of any
nature whatsoever, which the Company may incur, suffer or become liable for as a result
of the actual or alleged acts, errors or omissions of the Client or any Leased Employee,
including without limitation any violation or breach of this Agreement by the Client.

7.02    The Client hereby further agrees to indemnify and hold the Company harmless
from any liability connected with or in association with the ownership, custody,



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maintenance, use or operation of any of the Client’s machinery, facilities or equipment,
whether leased, owned, rented or borrowed, which may or may not be covered by the
insurance provided by the Client.

7.03      In the event that the Company is required to defend any claim or legal
proceeding which the Company reasonably believes is indemnified under this
Agreement, the Client shall provide to the Company any reasonable attorneys’ fees and
related expenses to defend such action or claim.

8.00       PAYMENT FOR SERVICES

8.01      The Company and the Client hereby agree that the Company shall be paid the
fees as set out in Schedule “B” annexed hereto (the “Fees”) for the services of the Leased
Employees. The Fees shall be paid by the Client to the Company by the _____ day of
each and every month.

8.02      The Company shall submit monthly invoices to the Client for the services of the
Leased Employees by no later than the ___ day of each and every month. The Client
shall pay any all such invoices received by the Company within ____ days’ of the
Client’s receipt of such invoice.

8.03     The Company and the Client hereby agree that should the Client fail to pay such
invoices within the time frame set out in section 8.02, interest at the rate of _____ (___%)
percent shall be applicable to any and all amounts outstanding and owing to the
Company.

8.04     The Client hereby agrees to reimburse the Company for any and all amounts
incurred Company.

8.05     The Client hereby agrees that the provisions of this Section 8.00 shall survive
the termination of this Agreement.

9.00       INSURANCE

9.01     Throughout the term of this Agreement, the Company and the Client hereby
agree that each of them shall keep in effect and in good standing general liability
insurance in the minimum amount of _________________ ($___________) Dollars.

9.02      Throughout the term of this Agreement, the Client hereby agrees that it shall
keep in effect and in good standing professional liability insurance in the minimum
amount of _______________ ($_________) Dollars in respect of the Leased Employees
services.


10.00      REPRESENTATIONS AND WARRANTIES OF THE CLIENT




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10.01      The Client hereby represents and warranties to the Company as follows:

           (i)     that the Client’s federal/provincial employer identification number is
                  ________________ and its federal/provincial tax number is
                  _____________;

           (ii)    that all wages and salaries due and owing to the Company prior to the
                  Effective Date of this Agreement have been paid in full to the Leased
                  Employees;

           (iii) that in the legal opinion of the Client’s attorneys, all existing pension plans
                or otherwise are in good standing and in compliance with all applicable laws
                of the governing jurisdiction;


           (iv) that the Client does not foresee any close of business of the Client;

           (v)     that the Client shall notify the Company of any potential business closures
                  or employee lay-offs within ______ (___) days’ of such business closure or
                  employee lay-offs; and

           (vi) that the Client has all right and authority to enter into this Agreement with
               the Company.

11.00      TERMINATION

11.01     This Agreement may be terminated by the Company at any time in the event
that the Client breaches any material provision of this Agreement.

11.02     This Agreement may be terminated by the Client at any time in the event that
the Client has determined that there has been a material change in the financial condition
of the Client or in the event that the Client is unable to pay its debts as they become due
in the ordinary course of business.

12.00      CONFIDENTIALITY

12.01 Neither the Company nor the Client (or either of them) shall make any public
announcement concerning the transaction or related negotiations without the other party’s
prior written approval (which approval may not be unreasonably withheld or delayed), except
as may be required by applicable law. If such an announcement is required by law, the party
required to make the announcement shall inform the other party of the contents of the
announcement proposed to be made and the proposed date of the announcement and shall use
its reasonable efforts to obtain the other party’s approval for the announcement, which
approval must not be unreasonably withheld or delayed. Except as may be required by
applicable law, in no event shall any announcement be made until this Agreement has been
signed by all parties and the transactions contemplated herein are concluded.



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12.02     Each of the Company and the Client shall (and shall cause each of its officers,
employees and agents) to hold in strictest confidence and not use in any manner
whatsoever, other than as expressly contemplated by this Agreement, any confidential
information of the other party or relating to the content of this Agreement. This provision
shall not apply to the disclosure of any confidential information where such disclosure is
required by applicable law.

13.00      GENERAL PROVISIONS

13.01    Should any provision of this Agreement be deemed to be invalid or illegal or
unenforceable, the validity, legality or enforceability of the remainder of the provisions of
this Agreement shall remain in full force and effect.

13.02    The failure by the Company or the Client of the strict performance of any of the
terms and conditions of this Agreement shall in no way constitute a waiver of any of their
respective rights as set forth herein.

13.03 Any notice, certificate, consent, determination or other communication required
or permitted to be given or made under this Agreement shall be in writing and shall be
effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service
or mail, or (iii) sent prepaid by fax or other similar means of electronic communication,
in each case to the following addresses:

                            ________________________ (Company)

                            ________________________ (Address)

                            Facsimile: (_____) ________

                  With a copy to:
                         ________________________ (Company’s Attorney)
                         ________________________ (Address)
                         Attention: _______________
                         Facsimile: (_____) ________


                       ________________________ (Client)
                       ________________________ (Address)
                       Attention: _______________
                       Facsimile: (___) __________
         With a copy to:
                       ________________________ (Client’s Attorney)
                       ________________________ (Address)
                       Attention: _______________
                       Facsimile: (_____) ________




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(b)     Any such communication so given or made shall be deemed to have been given or
made and to have been received on the day of delivery if delivered, or on the day of
faxing or sending by other means of recorded electronic communication, provided that
such day in either event is a business day and the communication is so delivered, faxed or
sent prior to 4:30 p.m. on such day. Otherwise, such communication shall be deemed to
have been given and made and to have been received on the next following business day.
Any such communication sent by mail shall be deemed to have been given and made and
to have been received on the fifth Business Day following the mailing thereof; provided
however that no such communication shall be mailed during any actual or apprehended
disruption of postal services. Any such communication given or made in any other
manner shall be deemed to have been given or made and to have been received only upon
actual receipt.
(c)     Any Party may from time to time change its address under this Article 12.03 by
notice to the other parties given in the manner provided by this Section.
13.04 Except as otherwise set out herein, the Company and the Client shall be
responsible for their own legal and other expenses incurred in connection with the
negotiation, preparation, execution, delivery and performance of this Agreement.

13.05 In no event shall the Company be liable to the Client for any direct or
consequential damages as a result of a breach of this Agreement or for any loss of profits
or business.

13.06 The headings in this Agreement are intended for convenience and reference only
and shall not in any way affect this Agreements interpretation.

13.07 The Company and the Client shall, promptly do, execute, deliver or cause to be
done, executed and delivered all further acts, documents and things in connection with
this Agreement that the other party may require, for the purposes of giving effect to this
Agreement.

13.08 This Agreement shall enure to the benefit of, and be binding on, the Company and
the Client and their respective successors and permitted assigns. No party may assign or
transfer, whether absolutely, by way of security or otherwise, all or any part of its
respective rights or obligations under this Agreement without the prior written consent of
all of the other party.

13.09 This Agreement (together with all other agreements or documents executed by the
Company and the Client contemplated by this Agreement) constitutes the entire
agreement between the Company and the Client pertaining to the subject matter of this
Agreement and such other agreements and documents and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or written.




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13.10 This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be deemed to
constitute one and the same instrument. Counterparts may be executed either in original
or faxed form and the Parties adopt any signatures received by a receiving fax machine as
original signatures of the Parties; provided, however, that any Party providing its
signature in such manner shall promptly forward to the other Parties an original of the
signed copy of this Agreement which was so faxed.

13.11 This Agreement shall be governed by and construed in accordance with the laws
of the Province/State of ________________ and the laws of __________ (enter country)
applicable in that Province/State and shall be treated, in all respects, as an ___________
contract.

      IN WITNESS WHEREOF the Company and the Client have executed this
Agreement.
      DATED this _________day of ____________, 2_____.
                                            (COMPANY)
                                            Per:


                                                                 Name:
                                                                 Title:
                                                                 I have   authority   to   bind   the
Company.

                                                                 (CLIENT)
                                                                 Per:


                                                                 Name:
                                                                 Title:
                                                                 I have   authority   to   bind   the
Company.




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                                            SCHEDULE “A”

                                 LIST OF LEASED EMPLOYEES




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                                            SCHEDULE “B”

                                                    FEES




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