714 South Main Street, Suite 1
Tel : (605) 226-2116
Fax : (605) 226 2117
Cell : (605) 290 3177
Email : email@example.com
AGENCY AND INDEMNITY AGREEMENT
THIS AGENCY AGREEMENT (the “Agreement”) is entered into by and between EMPLOYMENT USA, LLC; and
____________________________________ (“Client”), an employer having its principal place of business in
the state of ______________________________________________________________________________
WHEREAS, EMPLOYMENT USA, LLC is in the business of making administrative arrangements for its clients
regarding seasonal or temporary labor, and certain specialized employment administrative and consulting
services; WHEREAS, Client is in need of such services as EMPLOYMENT USA, LLC is in the business of
providing; WHEREAS, Client has agreed to retain EMPLOYMENT USA, LLC’s services and EMPLOYMENT USA,
LLC has agreed to provide its services for the purposes and upon the terms and conditions herein set out.
NOW, THEREFORE, in consideration of the mutual promises and premises herein contained and other good
and valuable consideration, the adequacy of which is hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:
1. AGENCY Client agrees to hire EMPLOYMENT USA, LLC and EMPLOYMENT USA, LLC consents to be
hired by Client to use its best efforts to make administrative arrangements for certain of Client's labor
requirements, which may include administrative arrangements for the use of legal, foreign
nonimmigrant workers obtained pursuant to the provisions of federal immigration law and
implementing regulations. In furtherance thereof EMPLOYMENT USA, LLC, by and through such
policies and procedures as it may from time to time establish, will prepare and process all required
forms and documentation; arrange for the recruitment and hiring of domestic and legal foreign
workers on Client’s behalf; assist Client with the development and maintenance of records relating to
the recruitment and employment of domestic and legal foreign workers; establish and maintain
necessary contacts with government regulatory agencies; and provide to Client other consulting,
administrative and support services relating to the recruitment and maintenance of its workforce.
Client hereby irrevocably makes, constitutes and appoints EMPLOYMENT USA, LLC as its lawful
attorney-in-fact to perform, carry out or confirm on Client's behalf all such acts, deeds, and services as
may be necessary to accomplish the foregoing.
2. TERM This Agreement shall commence upon its execution by both EMPLOYMENT USA, LLC and Client
and shall apply to arrangements made for the workers to perform work during calendar year 2005 and
3. COMPENSATION TO EMPLOYMENT USA, LLC EMPLOYMENT USA, LLC shall be compensated by Client
for its services hereunder according to Schedule A attached hereto and incorporated herein by
4. CLIENT’S OBLIGATIONS Client agrees to comply in a timely manner with all necessary requirements,
policies and schedules mandated by applicable law or implemented by EMPLOYMENT USA, LLC as
reasonably necessary for the recruitment and maintenance of legal foreign nonimmigrant workers.
Further, Client agrees to familiarize itself with the terms and conditions of employment stated by
EMPLOYMENT USA, LLC on Client's behalf in its labor certification application and the work agreement
and to comply with all obligations imposed as an employer of U.S. and/or foreign labor under any and
all applicable state and federal law and regulations and with such reasonable policies as EMPLOYMENT
USA, LLC may require. H2A Clients agrees to study the “COMPLIANCE REVIEW CHECKLIST” prior to
participating in the program. Client agrees that although labor certification and USCIS petition
belongs to client, Employment USA has sole right to fill those positions. In the event that Employment
USA is unable to secure suitable workers in a timely fashion and another agent may have a worker
available, that candidate has to agree to work with Employment USA and any additional expenses
“finders” fee will be the clients’ expense.
5. EMPLOYMENT USA, LLC AS INDEPENDENT CONTRACTOR The parties understand and agree that
each is independently engaged in the operation of its own business, that neither shall be considered to
be the agent, master or servant of the other for any purpose except as set forth in this Agreement,
and that neither has any general authority to enter into any contract, assume any obligations or to
otherwise make any warranties or representations on behalf of the other, except as otherwise
expressly provided herein. It is the intention of Client and EMPLOYMENT USA, LLC in accomplishing
the results undertaken by EMPLOYMENT USA, LLC that EMPLOYMENT USA, LLC be an independent
contractor and this agreement shall be construed in light of this intention.
6. INDEMNITY Client, on behalf of itself and its successors and assigns, agrees to indemnify and hold
harmless EMPLOYMENT USA, LLC, its owners, officers, directors, employees, agents, and other clients,
and their respective successors and assigns, with respect to any and all claims or demands of any
character made against them by any non-party, arising out of EMPLOYMENT USA, LLC’s performance
hereunder, including without limitation any claim that EMPLOYMENT USA, LLC was acting as a joint
employer with Client, any claim arising from Client's breach of any term of this Agreement, or any
claim of any violation or alleged violation of any law affecting Client's use of labor provided through
Employment USA, LLC’s efforts. Client agrees that it will notify and consult with EMPLOYMENT USA,
LLC in the event of the assertion of any such claim.
7. ATTORNEYS’ FEES Client agrees that it will reimburse any reasonable attorneys’ fees or legal costs
incurred by EMPLOYMENT USA, LLC in defending any claim for which Client is responsible to indemnify
EMPLOYMENT USA, LLC pursuant to the preceding paragraph, or in successfully enforcing Client’s
obligations under any term of this Agreement.
8. SURVIVAL OF OBLIGATIONS Client agrees that its obligations pursuant to paragraphs 3, 4, 6 and 7
above shall survive the expiration of this Agreement.
9. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of
South Dakota, without regard to its choice of law rules.
10. PRONOUNS AND PLURALS All pronouns and variations there of shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person or persons, entity or
entities, may require.
11. ENTIRE AGREEMENT This Agreement contains all the terms and conditions agreed upon by the
parties and no other agreements, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or bind either of the parties.
12. BINDING EFFECT This Agreement shall be binding on the parties and their respective heirs,
successors, and assigns, except that Client may not assign its duties hereunder without EMPLOYMENT
USA, LLC’s express written permission.
IN WITNESS WHEREOF, the parties have signed this Agreement this ______ day of ____________ 2006.
AGENT Employment USA, LLC.