Exhibit 10.22
MT Ultimate
Healthcare Corp.
NURSE RECRUITMENT AND PLACEMENT SERVICES AGREEMENT FOR
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INTERNATIONAL NURSES
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THIS AGREEMENT dated as of the 26th day of October 2004 is between MT ULTIMATE
HEALTHCARE CORP. (hence forth called as MTHC) with principle business at ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇ and NURSE EMPLOYMENT & IMMIGRATION, INC., hereinafter
referred to as NEI, and located at ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ # ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇. MTHC and NEI are, at times, collectively referred to herein as "THE
PARTIES" or, individually referred to as a "PARTY".
WHEREAS MTHC is in the business of recruiting and placing nurses and allied
healthcare workers in healthcare facilities in the United States, and;
WHEREAS NEI is in the business of recruiting nurses and providing healthcare
staffing services to its clients, and;
WHEREAS MTHC and NEI desire to enter into an agreement upon the terms and
conditions set forth below.
NEI RESPONSIBILITIES:
To supply resumes of CGFNS and IELTS passed nurses with Visa Screen for
selection by MTHC. To coordinate all the paper work for filing I-140 for
immigration purpose with the help of lawyer and provide the necessary
information required doing so. Maintain contact with nurse during the
processing period. NEI will be responsible to coordinate the NCLEX exam on
arrival of the Nurse in U.S.
MTHC RESPONSIBILITIES:
MTHC will be responsible for the Immigration of nurse. It shall provide all
the documents required by UCIS while filing the I-140 but not limited to,
which include the financial capability to pay the wages, annual report and
annual tax returns for the past 2 years. MTHC will be responsible for the
orientation program and diversity program on arrival of nurse and including
the Visa and medical expenses in the home country of the nurse. The nurse
shall on arrival prepare for the NCLEX exam and shall appear the exam
within six weeks of arrival. Also MTHC shall get a work permit for the
nurse as soon as she lands in USA so that she can work during the time of
her arrival and passing of NCLEX exam. She shall be paid a allowance that
shall be take care of her expenses. On successful passing of the NCLEX exam
if MTHC is not able to place the nurse on per diem basis they will pay the
nurse the normal salary of an RN and benefits.
NOW, THEREFORE, MTHC and NEI, in consideration of the mutual promises herein and
other good and valuable consideration, agree as follows:
MT Ultimate
Healthcare Corp.
1. SERVICES: It is agreed that MTHC has engaged NEI to perform referral
services for MTHC. Specifically, NEI will provide international immigration
ready nurses to be employed by MTHC with a view toward successfully
contracting them to its clients, which are hospital and/or other healthcare
facilities. The Parties acknowledge that both MTHC and NEI have been
marketing its services independently prior to this Agreement and will
continue to do so, subject to the conditions referenced herein.
2. COMPENSATION: In consideration of NEI'S successful referrals hereunder, MTHC
agrees to pay NEI a referral fee as set forth on EXHIBIT A. NEI will
invoice MTHC at the address set forth below, and such invoices shall be
payable by MTHC in accordance with the provisions outlined in EXHIBIT A. In
general, the Parties shall each be responsible for their own costs and
expenses.
3. CONFIDENTIALITY/NON-DISCLOSURE: During the performance of this Agreement it
may be necessary for the Parties to provide confidential and/or proprietary
information to each other. The Parties agree that such information will be
held in strict confidence by the receiving party and will not be disclosed
by the receiving Party to any third party or used by the receiving Party
for its own purposes, except to the extent that such disclosure or use is
necessary in the performance by the receiving party of its obligations
under this Agreement. No information shall be subject to the protections of
this section if such information is:
(a) or becomes publicly available;
(b) released by the disclosing party to any one without restriction;
(c) or becomes known or developed by the receiving Party independently of
the confidential and/or proprietary information of the other Party;
(d) or released in response to a subpoena, court order or other legal
process.
Neither Party shall be liable, however, for the inadvertent or accidental
disclosure of such information if such disclosure occurs despite the
exercise of the same degree of care as such party normally takes to
preserve and safeguard its own proprietary information. All writings or
documents containing information subject to the protections of this section
will be returned by the receiving Party upon request of the disclosing
party.
NON-DISCLOSURE: All information provided by MTHC to NEI of a personal of
professional nature concerning any of its candidates, is to be held in
strict confidence. This includes, but is not limited to, resumes sent via
facsimile, mail or electronic mail, as well as any related materials. It is
understood that such documents may be provided to NEI for the sole purpose
of this Agreement and NEI shall not release or otherwise provide such
information to any other third parties.
4. RELATIONSHIP:
MTHC & NEI are independent contractors acting for their own account and
neither Party nor its employees are authorized to make any representation
to the contrary or any commitment on the other party's behalf unless
previously authorized by such party in writing. The Parties each warrant
and represent that they have full authority to enter in this Agreement.
MT Ultimate
Healthcare Corp.
5. NON-COMPETE:
Hospital / Nursing home at a particular location where NEI provided nurse
employed by MTHC, is placed on a contract by MTHC.
A Non-compete period is defined as a period of one year from the last
working day at client, for a NEI provided nurse who is employed by MTHC.
NEI will not, directly or indirectly, contact and/or provide services of
any type, to any of the above Hospital/Nursing home in that particular
location for Non-compete period, without the prior written consent of MTHC.
Similarly MTHC shall not directly or indirectly, contact and/or provide
services of any type to any of the client introduced by NEI to MTHC by
placing any MTHC nurse at the Hospital/Nursing home for a period of one
year from the last working day of the MTHC nurse, without the prior written
consent of NEI.
Failure to comply by the non compete agreement by either party will result
in payment of $20,000 per nurse by the no complying party to the affected
party.
7. NON-SOLICITATION:
It is explicitly understood that in this arrangement the nurse provided by
NEI shall enter an employment agreement for a period of three years with
MTHC. After this period, NEI shall have the first right to employ the nurse
on it's own payroll or refer the nurse to any other hospital facility and
MTHC shall have no objection.
In the event the nurse continues to work with MTHC as an employee or a
contractor then MTHC will continue paying fees to NEI as per EXHIBIT A
8. INDEMNIFICATION:
(a) MTHC agrees to indemnify and hold harmless NEI and its directors,
officers, employees and ▇▇▇▇ from any against any and all damages, costs,
losses, liabilities, claims and actions (including, without limitation,
reasonable attorneys' fees) (collectively, "Loss") arising out of our
relating to the performance of this Agreement or nurse actions, nurse
malpractice, medical liabilities, except to the extent that any Loss is
directly attributable to willful misconduct of NEI. MTHC will make sure
that the nurses employed through NEI'S referral are having the necessary
qualification, current licenses and adequate insurances for medical
malpractice and professional liability insurance before the nurse starts
working for any client.
(b) NEI agrees to indemnify and hold harmless MTHC and its directors,
officers, employees and NEI from any and all damages, costs, losses,
liabilities, claims and actions (including, without limitation, reasonable
attorneys' fees (collectively, "Loss") except to the extent that any Loss
is directly attributable to willful misconduct of MTHC.
MT Ultimate
Healthcare Corp.
9. GOVERNING LAW:
The parties agree that this Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut applicable to
contracts made and performed within the State of Connecticut. State of
Connecticut has personal and subject matter jurisdiction over each of the
parties and any disputes or litigation in any way pertaining to this
Agreement. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict
between any provision contained herein any present or future statute, law
ordinance or regulation contrary to which the parties have no legal right
to contract, the latter shall prevail but the provision of this document
which is affected shall be curtailed and limited only to the extent
necessary to bring it within the requirements of the law. The headings and
captions shall not be considered to be a part of the Agreement and are
merely for convenience purposes only.
10. REPRESENTATIONS AND WARRANTIES:
▇. ▇▇▇▇▇▇▇▇ Tudeme is the Chief Executive Officer of MTHC, has the full
right, power and authority to enter into this Agreement.
b. ▇▇▇ ▇▇▇▇▇▇▇ is the President of NEI and has the full right, power and
authority to enter into this Agreement.
c. MTHC has not assigned or licensed to any other person, firm or
corporation, or in any manner encumbered or hypothecated, any of the rights
contemplated herein, or committed any act or failed or omitted to do
anything to cause that said rights could or might be diminished or
impaired; and there are no rights, licenses and/or grants of any kind in
favor of any person, firm or corporation and no claims, litigation or other
proceedings pending or threatened which could or purport to in any way
impair, limit, diminish or infringe upon the rights herein contemplated to
be granted to NEI.
d. During the term hereof, MTHC will not at any time hereafter execute any
other agreement in conflict herewith or in any way attempt to sell, dispose
of, encumber or hypothecate any of the rights herein contemplated to be
granted to NEI.
f. If a nurse must be removed from the employment of Employer because of
death or if the nurse is incapacitated or otherwise physically unable to
perform their duties, it will not be the responsibility of NEI to replace
that nurse except at the expense of Employer.
g. NEI hereby acknowledges and claims that each nurse is under contract
with NEI for a period of three years and that this benefit can and will be
extended to Employer(s).
This Agreement shall not be binding upon MTHC unless signed on its behalf
by McDonald Tudeme.
MT Ultimate
Healthcare Corp.
11. SUCCESSORS AND ASSIGNS: All of the terms and provisions contained herein
shall inure to the benefit of and shall be binding upon the parties hereto
and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
12. NOTICE: Any requirement to notify, or for "notice" or "notification"
pursuant to this Agreement shall be in writing and shall be effective when
hand-delivered to the party for whom intended, or three (3) business days
after deposit in the U. S. Mail (if sent by Certified Mail - Return Receipt
Requested), addressed to the party for whom intended at the address set
forth below.
If to MTHC: MT Ultimate Healthcare Corp.
Attn: McDonald ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇, ▇▇
Facsimile:
If to NEI: Nurse Employment and Immigration, Inc.
Attn: ▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any party hereto may change its address for the purpose of receiving
notices, demands and other communications as herein provided by a written
notice given in the manner provided hereby to the other party or parties
hereto.
13. CONTRACT TERMS AND CONDITIONS:
The initial term of this Agreement shall be for one (1) year from the
effective date, as noted above and will remain in effect for a period of
one (1) year or until canceled by either Party upon thirty (30) days prior
written notice to the other. It will renew automatically for additional
one-year terms unless either Party provides the other written notice of
termination at least thirty (30) days prior to the expiration date of such
term.
NEI agrees that this document shall be the entire understanding and
agreement between the Parties with respect to the subject matter set forth
herein, and all prior agreements, understandings, covenants, promises,
warranties, and representations, oral or written, express or implied, not
incorporated herein are superseded hereby. This Agreement may not be
amended, modified, altered, supplemented, or changed in any way except in
writing, signed by the Parties and attached hereto as an amendment.
14. RESOLUTION OF DISPUTE BY ARBITRATION: All disputes hereunder, the resolution
of which are not provided for elsewhere in this Agreement, shall be
resolved by arbitration conducted in accordance with the rules of the
American Arbitration Association. The arbitration proceedings shall be held
in a mutually convenient location. The parties agree that the award of the
arbitrator will be final and binding on the parties and may be enforced or
confirmed in any court of competent jurisdiction. The costs and expenses of
the arbitration, including without limitation, the arbitrator, attorneys'
fees and costs, shall be apportioned between the parties by the arbitrator
in his determination of the relative merits of each party's position.
MT Ultimate
Healthcare Corp.
15. TERMINATION OF AGREEMENT:
This Agreement may be terminated by either party for any reason by
providing thirty (30) days written notice. Notwithstanding termination of
this Agreement, MTHC' obligation to compensate NEI as per exhibit A,
continues for any successful referrals made by NEI prior to termination,
but not previously compensated for as long as the referral nurse continues
to work for MTHC. In addition, the provisions of Sections 2,3,5,6, 7, 8, 9,
10, 11, 12, 13, 14, & 15,16 & 17 shall survive any expiration or
termination of this Agreement, in accordance with their respective terms.
16. SEVERABILITY: If any provision of this Contract will be held to be invalid
or unenforceable for any reason, the remaining provisions will continue to
be valid and enforceable. If a court finds that any provision of this
Contract is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision will be deemed
to be written, construed, and enforced as so limited.
17. ASSIGNMENT: Neither Party may assign or transfer this Contract without the
prior written consent of the non-assigning Party, which approval shall not
be unreasonably withheld.
18. NO ORAL AMENDMENT / NO WAIVER: This Agreement may not be amended,
modified, superseded or cancelled, nor may any of the terms, covenants,
representations, warranties or conditions hereof be waived, except by a
written instrument executed by the party against whom such amendment,
modification, supersede, cancellation or waiver is charged. The failure of
any party at any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce the
same. No waiver by any party of any condition, or of any breach of any
term, covenant, representation or warranty contained herein, in any one or
more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or waiver of any other
condition or any breach of any other term, covenant, representation or
warranty.
19. SEPARATE COUNTERPARTS-EXECUTION BY FACSIMILE: This Agreement may be
executed in one or more separate counterparts, each of which, when so
executed, shall be deemed to be an original. Such counterparts shall,
together, constitute and shall be one and the same instrument. Any signed
copy of this document or of any other document or agreement referred to
herein, or copy or counterpart thereof, delivered by facsimile
transmission, shall for all purposes be treated as if it were delivered
containing an original manual signature of the party whose signature
appears in the facsimile, and shall be binding upon such party in the same
manner as though an originally signed copy had been delivered.
MT Ultimate
Healthcare Corp.
20. ENTIRE AGREEMENT. This Agreement, together with any related documents
referred to in this Agreement, constitutes the entire understanding and
agreement of the parties with respect to the subject matter of this
Agreement, and any and all prior agreements, understandings or
representations are hereby terminated and cancelled in their entirety and
are of no further force or effect. No representation, promise, inducement
or statement of intention has been made by any of the parties hereto not
embodied in this Agreement or in the documents referred to herein, and no
party shall be bound by or liable for any alleged representation, promise,
inducement or statements of intention not set forth or referred to herein.
IN WITNESS HEREOF, the Parties hereto have caused this agreement to be executed
by their respective duly authorized signing officers, as of the day and year set
forth above.
NEI MTHC
NURSE EMPLOYMENT & MT ULTIMATE HEALTHCARE CORP.
IMMIGRATION, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Macdonald Tudeme
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Chief Executive Office President
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Print Name Title Print Name Title
Date: October 28, 2004 Date: October 28, 2004
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MT Ultimate
Healthcare Corp.
EXHIBIT A ( PART OF NURSE RECRUITMENT AND PLACEMENT SERVICES AGREEMENT FOR
INTERNATIONAL NURSES)
PAYMENT SCHEDULE BY MTHC TO NEI:
There will be two phases in which the payment shall be done by MTHC to NEI.
THE FIRST PHASE would be when the Immigration of the nurse is being processed.
For this phase following milestones would result in the below mentioned
payments,
$2000 when nurse is selected.
$2000 when the immigration is filed.
$1000 before visa stamping in the home country is completed.
$1000 before the nurse arrives in US.
The only exception will be when the Nurse is in US the first installment will
change to $3000 and the last installment of $1000 will not be there as she is
already in US. The total will be the same.
THE SECOND PHASE shall begin when the nurse lands in US. Once the nurse lands in
US, NCLEX examination refresher course, applying for NCLEX exam and license,
applying for temporary work permit for the nurse shall be done by MTHC including
all the related expenses.
The nurse shall be placed with a hospital in following manner. The nurse is in
contract with NEI and MTHC to work for them or the hospital/healthcare facility
designated for three years from the date they get licensed in US as RN or their
joining any health care facility as nominated by MTHC. All the agreements
between the hospital and MTHC shall include the name of NEI as the nurse
provider. NEI shall not be liable for the nurse nor shall it receive any
payments from the hospital or held responsible for any malpractice or liability
resulting during the work of the nurse with the contracting health care
facility.
During the first year the nurse would be leased out to the hospital for a
maximum time of one year and for a rate of minimum $40 per hour to be paid to
MTHC. In this duration the nurse shall be an employee of MTHC and MTHC will be
responsible for her salary and benefits which includes liability, malpractice
insurances etc. The hospital shall pay MTHC as per the contract and MTHC shall
disburse the salary and benefits to the contracted nurse.
NEI shall be eligible for the compensation in the following manner.
- Any hourly rate of up to $30.00 per hour results in $2/hour fee to
NEI.
- Hourly rate between $30.01 and more NEI receives fifty (50%) percent
of the excess over $30.00, multiplied by the hours worked by nurse.
- No of hours shall include over time/part time/weekend work.
In the event the contract allows the hospital to hire the nurse after one year
for a mutually agreed amount included in the agreement, the money received shall
be shared equally by both MTHC and NEI only after a mutually agreed amount is
paid by the hospital.
MT Ultimate
Healthcare Corp.
After a maximum of one year MTHC will place the nurse on a temporary, per-diem
arrangement with a Client referral, and NEI will be eligible for compensation as
follows:
- Any hourly per-diem rate of up to $30.00 per hour results in two
dollars (2.00) fee to NEI.
- Hourly rate between $30.01 and more NEI receives fifty (50%) percent
of the excess over $30.00, multiplied by the hours worked by nurse.
- No of hours shall include over time/part time/weekend work.
The gross payment that is arrived for calculating the nurse pay shall be the
direct salary paid and expenses towards direct benefits for the nurse. No
overhead expenses in managing the nurse placement/ payroll/ income tax shall be
included. The net income used for calculating the profit sharing between MTHC
and NEI will be the difference in money received towards the work of the nurse
after deducting the gross pay of the nurse.
MTHC will promise to pay nurse her promised salary, as long as the identified
nurse provided by NEI is MTHC employee. Also when the nurse provided by NEI is
working as a contractor with any MTHC client a Hospital/ or Nursing home or any
other health care facility or service which is billable a copy of time sheet
would be provided to NEI and a copy of invoice raised by MTHC for that nurse.
NEI shall raise an invoice according to this agreement as soon as it receives
the copy of invoice raised by MTHC to the contracting party. Payment shall be
made to NEI within 10-business day from the date of Invoice.
NEI MTHC
NURSE EMPLOYMENT & MT ULTIMATE HEALTHCARE CORP.
IMMIGRATION, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Macdonald Tudeme
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Chief Executive Officer President
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Print Name Title Print Name Title
Date: October 28, 2004 Date: October 28, 2004
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