Staffing agreement template: the clauses to cover
This is an outline, not a contract. It lists the clauses a staffing client agreement usually covers, says in plain words what each one does, and tells you what to decide before you write it down.
Copy it into your own document, or download it as a markdown file. Then have an attorney who knows employment and staffing law in your state draft the real thing.
Staffing client agreement: clause outline
The deal
- Parties and effective date
- Legal names of the agency and the client, the date it starts, and who signs for each. Decide which entity actually employs the workers.
- Scope of services
- Which kinds of work the agreement covers: temporary, temp-to-hire, direct hire, or all three. Say what is out of scope.
- Orders for each role
- A short attached order for every role: title, duties, location, start date, expected length, pay rate, and bill rate. The main agreement stays the same while the orders change.
- Exclusivity and vendor status
- Whether you are the only agency for these roles or one of several. If the client uses a vendor management system or managed service provider, note whose terms win on a conflict.
Money
- Rates and fees
- How the bill rate is set for each order, and what is billed on top: overtime, holidays, shift differentials, minimum hours. Say how and when a rate can change, and with how much notice.
- Invoicing and payment terms
- How often you invoice, how many days the client has to pay, who approves timesheets and by when. Decide the late fee, if any, and whether the client can dispute part of an invoice and pay the rest.
- Conversion and direct-hire fees
- What the client owes if it hires a temporary worker directly. Common choices are a fee that shrinks with hours worked, or no fee after a set number of hours. Say how long the clock runs after the assignment ends.
- Guarantee and replacement
- For direct hire, how many days the placement is guaranteed, what triggers it, and whether the remedy is a replacement search or a refund. List what voids it, such as a role change or a layoff.
Who is responsible for what
- Employment relationship
- The agency is usually the employer of record and handles payroll, payroll taxes, and workers comp. The client directs the day-to-day work. Write both down.
- Client responsibilities
- A safe workplace, training for the site and its equipment, accurate timesheets, no tasks outside the order, and prompt notice of any injury, complaint, or performance problem.
- Screening and qualifications
- What the agency checks before an assignment, such as identity, work authorization, background, drug testing, and licenses, who pays for each, and what the client may add.
- Compliance
- Which party handles wage and hour rules, work authorization paperwork, health coverage reporting, and equal employment rules. Say who responds to an audit or a claim.
- Insurance
- The coverage each side carries, such as workers comp, general liability, and employer liability. State the minimum amounts, who gets a certificate, and whether the client is named on the agency policy.
- Indemnification and liability
- Who covers whose losses and for what. Decide whether each side indemnifies the other, whether there is a cap on liability, and what is carved out of the cap.
People and information
- Confidentiality
- What each side must keep private, for how long, and what the agency may share about a candidate with the client.
- Non-solicitation and candidate ownership
- How long a candidate you submitted stays yours, and what the client owes if it hires one without you. Decide whether the agency may also recruit the client's own staff.
- Work product and equipment
- Who owns work a temporary worker produces at the client, and who is responsible for client equipment the worker uses.
Ending and housekeeping
- Term, renewal, and termination
- How long it runs, whether it renews itself, how much notice either side must give, and what ends it immediately. Say what happens to open assignments and unpaid invoices.
- Dispute resolution and governing law
- Which state's law applies, where a dispute is heard, and whether the parties must try mediation first.
- General terms
- Notices, who may assign the agreement, the whole-agreement clause, how changes are made in writing, and signatures.
How to use this outline
Work down the list with the client. For each clause, write your answer in one sentence first. Hand those answers to your attorney. They turn into legal language faster than a blank page does.
- Temporary and temp-to-hire work needs the rate, payment, insurance, and conversion clauses most.
- Direct-hire work needs the fee, guarantee, and candidate ownership clauses most.
- Put the details of each role in a short order attached to the agreement, so the main agreement does not change every time a role does.
Why co-employment drives the contract
In temporary staffing, the agency usually employs the worker on paper and the client directs the daily work. That shared arrangement is called co-employment. It splits liability for wages, safety, and discrimination claims between two companies, so the agreement should say who is responsible for what, and which insurance backs it.
This is the area where state law differs most. It is the main reason to have an attorney review your version.
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