9330 Lyndon B Johnson FWY, Dallas, TX 75243

Ph: 877-344-4017 | Fax: 877-208-4383

Email: info@centmax.com

www.centmax.com

HEALTHCARE STAFFING AGREEMENT

This Healthcare Staffing Agreement together with the Exhibit(s) attached hereto (collectively, the “Agreement”) is entered into as of                                                effective Date”), by and between the undersigned healthcare facility (“Client”) and Centmax Medical Consultants, Inc a Texas Corporation and/or Centmax Medical Staffing (collectively the

“Agency”) for the purpose of providing registered and licensed nurses and other healthcare professionals (“Contractors”) for temporary professional services at Client’s facility(ies).

1.   DESCRIPTION OF SERVICES. Agency will use its best efforts to recruit qualified Contractors to staff Client’s facility(ies) from Agency and/or Agency’s affiliate company,

Centmax Medical Staffing, a Texas Corporation, in accordance with Client’s specifications. The one or more attached Exhibit(s) (“Exhibit(s)”) set forth the specific healthcare professional job descriptions and/or services to be furnished by Agency for Client’s facility(ies), together with current fees for such healthcare professionals and/or such services and other terms specific to

Client’s needs. Client represents, warrants and covenants that it (i) has obtained and will keep current all licenses, permits and authorizations necessary to conduct its business and to utilize the Contractors in accordance with all applicable laws, rules and regulations, and (ii) shall provide and be responsible for all oversight of Contractors in connection with the temporary professional services provided by Contractors for Client.

2.   AGENCY RESPONSIBILITIES.

A.     Upon request by Client, Agency shall assign such Contractors as are available for Client’s staffing request(s). Agency will use its best efforts to match the skills and experience levels of its Contractors to the specific needs of the Client’s staffing request(s).

B.     Agency shall maintain and provide to Client upon request a worker file on each of its Contractors, containing the following:

1.          Copy of current license, registration or certification, verified with appropriate agency.

2.          Two current or recent work references.

3.          Hepatitis B Inoculation or declination.

4.          Current negative TB test.

5.          Copy of current CPR certification.

6.          HIPAA Documentation.

7.          Relias Tests/Checklists based on license.

a.          CNA's: Substance Abuse in the Workplace, Abuse: Child, Elder, Intimate Partner, OSHA Module, HIPAA, CNA checklist, Hospice And Palliative CNA checklist and the Geriatric/LTC checklist

b.         LPN's: Substance Abuse in the Workplace, Abuse: Child, Elder, Intimate Partner, OSHA Module, HIPAA, Geriatric/LTC checklist, Hospice And Palliative CNA and the LPN/LVN Competency checklist

c.          RN's: Substance Abuse in the Workplace, Abuse: Child, Elder, Intimate Partner, OSHA Module, HIPAA, Hospice And Palliative RN and the Geriatric/LTC checklist

C.     Agency shall further provide upon request credentials required by Client to comply with government surveys, requirements and laws.                                        1

D.        Agency does not at any time guarantee that all staffing requests will be filled. Agency will notify Client of any Contractor call off and will attempt to replace the call off if requested by the Client.

3.   CLIENT RESPONSIBILITIES.

A.   Client agrees that all Contractors provided through Agency, its affiliate or other authorized agencies and accepted by Client, regardless of source of referral, are contracted through Agency and subject to the terms and conditions of this Agreement. Client will take no steps to recruit as its own employee or contractor those Contractors thus provided by Agency during the term of this agreement. Client acknowledges that Agency is not an employment agency and that its Contractors are assigned to Client to render temporary services and are not assigned to become employed by the Client. If Client does hire an Agency Contractor that has provided services to Client through Agency within one hundred eighty (180) days of the hire date by Client, Client agrees to compensate Agency for loss of that Contractor through payment of the following compensatory fees: a one-time payment of $7,500 for CNA, $11,500 for LPN and $15,500 for RN, or other arrangements as agreed to in a writing signed by Agency.

B.  Client shall provide sufficient information about the specific staffing request needs to Agency so that Agency can match the skills and experience of its Contractors to meet those needs. Client will orient Contractors to Client’s facility and its rules and regulations, including the physical layout, and equipment on any unit to which such Contractors are assigned. Client shall be solely responsible for all supervision and management of the Contractors while performing services for Client. Client shall utilize assigned Contractors only for the specific need requested, unless facility, Agency and the Contractor agree to a change in duties. Client staffing supervisors will assist Agency, on a continuing basis, with evaluation of Agency Contractors by providing performance information. Client shall allow Agency Contractors (on their own time) to attend appropriate facility staff development programs.

C.  Client will immediately notify Agency of any problems regarding an Agency Contractor. Client will make available to Agency copies of all documentation concerning all problems or incidents in which Agency Contractors are involved. If, in the sole discretion of the Client, any Contractor provided by Agency is deemed by Client to be incompetent, negligent, or has engaged in misconduct, Client may require such person to leave its premises and shall inform Agency of this action immediately. Client’s obligation to compensate Agency for such Contractor’s services shall be limited up to the time of termination of services and Client shall have no further obligation with respect to such Contractor assignment. Agency shall seek a replacement for such Contractor upon request by Client.

4.   COMPENSATION TO AGENCY. Client agrees to pay for services rendered under this Agreement in accordance with the rate sheet(s) set forth in the Exhibit(s), plus all applicable federal, state and local taxes that may be payable by Agency, including but not limited to, sales/use tax, excise tax and gross receipts tax. Should Agency be required to pay a Contractor any wage/hour penalty as required by federal or state law, such penalty shall be billed to Client at the regular rate. Agency will provide substantiation of the reimbursement amount. Rates can be amended prospectively by Agency at any time upon fifteen (l5) days written or electronic notice to Client. Agency shall assume sole and exclusive responsibility for the payment of fees to Contractors for services performed for Client.

5.   INVOICING. Invoices will be rendered weekly and delivered via email or a web-based application and Client and Agency shall cooperate to allow Client to obtain invoices in such manner. Payment by Client shall be due upon receipt of the invoice date and shall be paid by check or EFT. Credit card payments shall not be permitted without Agency’s written consent, which may be withheld in its sole discretion. Cancellations by Client with less than 2 hours notice will be billed for 4 hours. All invoices are due to be paid upon receipt. If Agency does not receive payment within 10 days, Client will be given a 5 day grace period and then will incur a 10% delinquent account fee and a $25 daily late fee until the invoice is paid in full. Information appearing on any invoice shall be deemed accurate and affirmed by Client unless Client notifies Agency in writing, specifying the particular error(s), omission(s) or objection(s) within 45 days of the invoice date. Failure to notify Agency within that time shall constitute a waiver by Client of any objection thereto. Client will be billed a minimum of 8 hours for all shifts.

6.   GOVERNMENT MANDATED COST INCREASES. If at any time during the term of this Agreement, Agency is required to increase its employees’ compensation (such as an increase in minimum wage rates or mandatory benefits requirement), or incurs an increase in its compensation costs as a direct result of any law, determination, order or action by a governmental authority or government insurance benefit program, Client agrees that Agency may increase the bill rates proportionately so as to place Agency in the same position it was in prior to such law, determination, order or action. Client shall pay such increased bill rates upon Agency’s provision of thirty (30) days prior notice of such increase.

7.   MEDICARE ACCESS. In compliance with Medicare regulations, until the expiration of four years after the furnishing of the services provided under this Agreement, Agency will make available to the Secretary, U.S. Department of Health and Human Services, the U.S. Comptroller General, and their representatives, this Agreement and all books, documents and records necessary to certify the nature and extent of the costs of the services.

8.   EQUAL EMPLOYMENT OPPORTUNITY POLICY. Both parties acknowledge that they are equal opportunity employers and agree that they do not and will not discriminate against, harass, or retaliate against any employee or job applicant on the basis of race, color, religion, sex, national origin, age, disability, veteran status, sexual orientation, gender identity, or any other status or condition protected by applicable federal, state or local laws. Client will promptly investigate allegations of discrimination, harassment and retaliation and will report to Agency any suspected discrimination, harassment and/or retaliation either by or against Contractors immediately. Client shall indemnify Agency for all costs, liabilities or losses associated with defending any charge, complaint, claim, cause of action or suit (hereinafter collectively referred to as "claim(s)") by (i) any governmental or administrative agency and/or (ii) any Contractor or anyone acting on his/her behalf, in which Client's action/inaction has given rise to, in whole or in part, the underlying claim. This may include, but is not limited to, claims for breach of contract, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, wrongful discharge, discrimination, harassment, retaliation, or violation of any federal, state or other governmental statute or regulation.

9.   INSURANCE AND SAFETY LAWS. Each party, during the term of this Agreement, shall maintain general liability and professional liability insurance coverage for all of its acts and omission in the provision of the designated services with limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate. At Client's request, Agency will provide certificates evidencing its worker's compensation, general liability and professional liability insurance coverage. Client accepts responsibility for compliance with all relevant safety and health laws and regulations during the period of a Contractor's assignment under Client's supervision, including but not limited to HIPAA regulations. Client will provide each Contractor with all necessary site-specific training, orientation, equipment and evaluations required by federal, state or local occupational safety laws or rules, for members of Client's workforce. Further, Client will only assign Contractors to work in the unit areas in which they are professionally qualified and oriented to work. In the event of any actual or threatened claim arising out of or relating to the acts or omissions of a Contractor, Client shall provide Agency written notice of such claim immediately and, in no event more than thirty (30) days after Client knew, or reasonably should have known, of such claim.

10.   CONFIDENTIAL INFORMATION. Each Party shall keep confidential all Confidential Information of the other party ("owning party"), and shall not use or disclose such Confidential Information either during or at any time after the term of this Agreement, without the owning party's express written consent, unless required to do so by law, court order or subpoena, in which case a party shall not disclose such information until it has provided advance notice to the owning party such that the owning party may timely act to protect such disclosure. For purposes of this provision, "Confidential Information" means non-public information about either party or its employees that is disclosed or becomes known to the other party as a consequence of or through its activities under this Agreement, including, but not limited to, matters of a business nature, such as Contractor and prospective Contractor names and information, bill rates and the terms of this Agreement, compensation and benefits packages and structure, hiring decision- making process, hiring needs and/or requests for placement, costs, profits, margins, markets, sales, business processes, information systems, and any other information of a similar nature. Client agrees to use appropriate security measures to protect Agency and its affiliate's employee, client and/or Contractor personal information from unauthorized access, destruction, use, modification or disclosure in accordance with all federal and state privacy laws.

 11.   INDEMNIFICATION.

 A.   Each party agrees to indemnify and hold the other, including a party’s directors, officers, managers, agents, employees and contractors, harmless from all claims, suits, judgements and demands arising from a party’s material breach of this Agreement or its negligent and/or intentional acts and omissions in the performance of the duties prescribed by this Agreement.

 B.  Each party shall provide the other immediate written notice of any claim, suit or demand which may be subject to these indemnification provisions. The provisions of this and Section 13 shall survive the termination of this Agreement.

12.   NOTICES. All notices, demands, requests or other instruments that may be or are required to be given hereunder (“Notices”) shall be in writing and sent to the addresses set forth below by hand delivery, first class, certified mail – return receipt requested or via overnight courier, postage prepaid. Invoices and billing items for Client shall be sent to the email address or web- based application designated by Client or sent to the address set forth below. Either party may from time to time add or change its notice designation above in a writing given to the other party.

13.   ENTIRE AGREEMENT; ATTORNEYS’ FEES; GOVERNING LAW. This Agreement (including the Exhibit(s)) contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments and practices between the parties. No amendments to this Agreement may be made except by written mutual agreement of the parties. In the event that any action is brought to enforce or interpret this Agreement or any part thereof, the prevailing party shall recover its costs and reasonable attorneys’ fees in bringing such action. In the event of non-payment by Client, Client shall pay all costs and fees incurred by Agency in collecting delinquent amounts, including collection agency fees and reasonable attorneys’ fees and costs. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Dallas, Texas for any action arising under this Agreement.

14.   TERM. The term of this Agreement shall commence on the Effective Date and continue in effect until terminated as provided herein. Either party may terminate this Agreement upon the other party's material breach and failure to cure within thirty (30) days, or at any time without cause upon provision of thirty (30) days written notice to the other party; provided, however, all Contractors currently confirmed for an assignment, or at work on an assignment, will be permitted at Agency’s option to complete their assignments under the terms of this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and/or assigns of Agency.

 15.  SEVERABILITY. If any provision herein is held to be contrary to law, such provision will be deemed valid only to the extent permitted by law. All other provisions shall continue in full force and effect.

16.  NON-WAIVER. A party’s failure to require performance of any provision of this Agreement shall not affect its right to require performance at any time thereafter, nor shall a party’s waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default.

17.  ASSIGNMENT. This Agreement and all rights or interest herein may be assigned or transferred by either party with the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. In the case of an acquisition or sale of Agency, written permission will not be required to assign its rights and interest to an acquiring party; provided that the acquiring party is required to adhere to all the terms and conditions of this Agreement as part of the acquisition transaction.

 In Witness Whereof, the parties hereby execute this Agreement as of the Effective Date.

CLIENT:                                                                            

By:                                       Printed Name:                                             

Title:

Address:

Agency: Centmax Medical Consultants, Inc:

By:                  Printed Name: Terry N. Woolen Title: Director/CEO

Address: 9330 Lyndon B Johnson Fwy, Dallas, TX 75243

EXHIBIT A

GENERAL TERMS AND CONDITIONS

The following terms shall be made a part of this Agreement and may be amended only in a writing signed by both parties:

1.    CONTRACTOR RATES AND FEES. See the Contactor rates and fees attached.

2.     TIME AND COMPENSATION. If a Contractor does not report to work for a scheduled shift due to illness or some other reason outside of Client’s control, Client will not be billed for those hours. If a Contractor cancels a shift within 2 hours of shift start time and Agency is not able to fill the shift with another Contractor, Agency will credit Client on the next invoice for 2 hours of rate that is charged for that shift. Make-up of lost time will be at the mutual agreement of Client and Contractor. Agency has responsibility for all compensation of Contractors working at Client’s facility(ies) under this Agreement. Agency will obtain and keep on file all documentation required by the U.S. Citizenship and Immigration Services to prove legal status to work and reside in the USA. If any applicable law requires Agency to pay Contractor daily overtime (an overtime multiple such as one and one-half times or two times the Contractor’s hourly wage), Client shall pay Agency the same multiple on the regular rate for such hours. Agency may comply with

Client’s policies regarding overtime when such compliance accords with Agency’s obligations under state and federal law, and are communicated to Agency concurrently with the execution of this Agreement or at least ninety (90) days prior to the effective date of such changes.

3.    ORIENTATION. Client agrees to pay Contractors for all orientation hours worked.

4.     TERMINATION OF ASSIGNMENT. Agency will terminate a Contractor’s assignment if the Client provides notice that the Contractor is incapable of performing the duties of the position, commits acts of professional negligence, is absent from the position without Client’s permission during scheduled times, is insubordinate, engages in substance abuse, violates Client’s express rules or regulations, or engages in other unprofessional conduct or breach or neglect of duty.

5.     FLOATING. Client agrees to float a Contractor only in accordance with Client’s floating policies for all staff, and the clinical experience of the Contractor.

6.     Agency will take no steps to recruit employees of Client at any time during the term of this agreement.