CareSync Staffing Service Agreement
Effective Date: February 17, 2026
1. Scope of Services
1.1 Services Provided – CareSync will provide the Facility with access to its staffing platform, including the ability to post shifts, review available clinicians, and request placement of healthcare professionals (“Staff”) for temporary, per diem, or contract assignments.
1.2 No Employment Relationship – CareSync acts solely as a staffing service and does not employ Facility’s staff directly unless otherwise specified. Staff provided through the Platform remain independent contractors or employees of CareSync’s network providers and are not employees of the Facility.
2. Responsibilities of CareSync
CareSync will:
● Maintain and operate the Platform for Facility’s active term.
● Vet all Staff for appropriate licensing, certifications, and qualifications based on the Facility’s stated requirements.
● Process all payments for Staff services rendered through the Platform.
● Maintain compliance with applicable Maryland and federal laws in the provision of staffing services.
3. Responsibilities of Facility
Facility will:
● Use the Platform in compliance with this Agreement and applicable laws.
● Provide accurate job descriptions, requirements, and onboarding instructions for all posted positions.
● Ensure a safe working environment and appropriate supervision for all Staff provided. ● Pay all invoiced amounts per CareSync’s payment terms.
● Not circumvent the Platform or hire Staff directly except as permitted under the Contractor Conversion Policy in Section 7.
4. Subscription Fees and Payment
4.1 Billing Frequency – In addition to subscription services, when placing temporary assignments through the Platform, the Facility will be charged a thirty percent (30%) administration fee on the total compensation paid to the Staff member for that assignment. Facilities are invoiced after shifts are completed, based on approved timesheets — no recurring subscription or flat fees apply for per-shift billing. Billing occurs per shift or assignment, whenever hours are submitted and confirmed through the Platform.
4.2 Short-Notice Posting Fee – Shifts posted with less than twelve (12) hours’ notice will incur a one-time fee of One Hundred Dollars ($100), regardless of whether the shift is ultimately filled or not.
4.3 Payment Terms – Payment is due in accordance with CareSync’s invoicing schedule. Unpaid balances may result in suspension or termination of access to the Platform.
4.4 Non-Refundable Payments – All payments made under this Agreement are non-refundable, except as required by applicable law.
5. Cancel Anytime Policy
5.1 Facility may cancel its subscription or discontinue use of the Platform at any time by providing written notice through the account dashboard or to CareSync’s designated support contact.
5.2 Cancellation will prevent further billing for subscription-based services (if applicable), but will not result in any refund, credit, or proration of amounts already paid, regardless of whether services have been fully used.
5.3 Any outstanding invoices, fees for completed shifts, and applicable penalties under this Agreement remain due and payable after cancellation.
6. Noncompete & Non-Solicitation
6.1 Facility agrees that during the term of this Agreement and for twelve (12) months after termination, it will not solicit, recruit, or hire any CareSync Staff member, whether as an employee or independent contractor, except in accordance with the Contractor Conversion Policy.
6.2 This restriction applies to Staff introduced to Facility through the Platform or who performed services at Facility within the twelve (12) months preceding the termination of this Agreement.
7. Contractor Conversion Policy
7.1 If Facility wishes to hire, contract with, or otherwise engage any CareSync Staff member directly (outside of the Platform), Facility must first notify CareSync in writing and pay a conversion fee equal to the greater of:
● Fifteen Thousand Dollars ($15,000); or
● Twenty-Five Percent (25%) of the Staff member’s total anticipated annualized compensation (salary, wages, bonuses, or other payments).
7.2 This fee applies regardless of whether Staff accepts Facility’s offer or the arrangement is structured as employment, contract, or other engagement.
7.3 Any direct hire or engagement without prior written notice to CareSync will be deemed a material breach of this Agreement, and CareSync may seek liquidated damages, equitable relief, and attorney’s fees in addition to the above fee.
8. Indemnification
Facility agrees to indemnify, defend, and hold harmless CareSync, its affiliates, officers, employees, agents, and contractors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
● Facility’s breach of this Agreement;
● Negligence, misconduct, or violation of law by Facility or its employees;
● Injury or damage occurring on Facility premises involving Staff provided through the Platform, except to the extent caused solely by CareSync’s gross negligence or willful misconduct.
9. Amendments and Modifications
Except as otherwise provided in this Section, this Agreement may be amended, modified, or supplemented only by a written agreement signed by authorized representatives of both parties. However, CareSync may, at its sole discretion, make changes to non-material terms, including but not limited to administrative procedures, reporting obligations, billing instructions, and operational guidelines, by providing no less than thirty (30) days’ advance written notice to the other party via electronic means, including email or secure digital portal. Such notice shall specify the intended changes and their effective date. Failure to object in writing within the 30-day notice period shall be deemed acceptance of such changes. Material terms, including compensation, scope of services, or termination provisions, may only be amended through a mutually executed written agreement.
10. Term and Termination
10.1 Term – This Agreement will remain in effect for the duration of Facility’s active use of the Platform and automatically renew unless terminated in accordance with this section.
10.2 Termination for Cause – Either party may terminate this Agreement immediately for a material breach that is not cured within fifteen (15) days of written notice.
10.3 Termination for Convenience – Either party may terminate upon thirty (30) days’ written notice; however, unpaid invoices remain due and payable.
11. Governing Law; Amendments; Miscellaneous Provisions
11.1 Governing Law and Jurisdiction – This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its principles of conflicts of law. Any litigation or legal proceeding arising out of or relating to this Agreement shall be
brought exclusively in the state or federal courts located in the State of Maryland, and each party hereby irrevocably submits to the jurisdiction of such courts and waives any objections based on venue or forum non conveniens.
11.2 Amendments and Modifications – Except as otherwise provided in this Section, this Agreement may be amended, modified, or supplemented only by a written agreement signed by authorized representatives of both parties. However, CareSync may, at its sole discretion, make changes to non-material terms, including but not limited to administrative procedures, reporting obligations, billing instructions, and operational guidelines, by providing no less than thirty (30) days’ advance written notice to the other party via electronic means, including email or secure digital portal. Such notice shall specify the intended changes and their effective date. Failure to object in writing within the 30-day notice period shall be deemed acceptance of such changes. Material terms, including compensation, scope of services, or termination provisions, may only be amended through a mutually executed written agreement.
11.3 Waiver – No failure or delay by CareSync in exercising any right or remedy shall operate as a waiver of such right or remedy. Any waiver must be in writing and signed by an authorized representative of CareSync.
11.4 Entire Agreement – This Agreement, including all exhibits, attachments, and incorporated policies, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, or agreements, whether oral or written.
11.5 Notices – All notices required or permitted under this Agreement must be in writing. Notices shall be deemed effective upon receipt if delivered by:
(i) personal delivery,
(ii) nationally recognized courier service,
(iii) certified U.S. mail, return receipt requested,
(iv) certified electronic mail (including email with delivery/read receipt or via secure client portal), or
(v) electronic notifications issued directly from CareSync’s platform, client account system, or other authorized digital communication channels designated by CareSync.
Notices shall be sent to the addresses or contact information most recently provided in writing by each party.
11.6 Legal Fees – The prevailing party in any legal proceeding will be entitled to recover reasonable attorneys’ fees and costs, in addition to any other relief to which it may be entitled.
11.7 Severability – If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect.
11.8 Counterparts – This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
11.9 Advice of Counsel – Each Party acknowledges that it has had the opportunity to seek advice of legal counsel prior to executing this Agreement.
11.10 Compliance with Laws – Both Parties agree to comply with all applicable laws and regulations related to the performance of this Agreement.
12. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements or understandings, whether written or oral, regarding the subject matter herein.
13. Digital Acceptance
By clicking “I Agree” or otherwise electronically signing, Facility acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement.
