Roanne Padernal Rockstar Recruiter Team Services Agreement.docx
This comprehensive Remote Staffing Services Agreement, dated 6/5/2024, governs the relationship between Rockstar Recruiter, LLC (the Service Provider) and Motus Therapy LLC (the Customer). Rockstar Recruiter will recruit, screen, and assign remote staff (the "Assigned Staff") to perform billing‑related and administrative tasks for Motus Therapy. The agreement details the Service Provider’s duties (recruiting, payroll, benefits, confidentiality, reporting), the Customer’s duties (training, providing access to data, overseeing business operations), and the financial terms (monthly rate of $12/hour per staff member, $2,080 per month for a 40‑hour week, $250 onboarding/off‑boarding fee, $20,000 conversion fee if the Customer hires an Assigned Staff within one year). It outlines the independent‑contractor relationship, indemnification obligations, confidentiality, IP ownership (work‑made‑for‑hire provisions and assignment of all deliverables to the Customer), term and termination rights, governing law (Arizona), and a HIPAA Business Associate Agreement (Exhibit C) that imposes HIPAA‑compliant safeguards on any protected health information (PHI) handled by Rockstar Recruiter. Exhibit A lists specific virtual‑assistant roles (Administrative VA, Patient Support Coordinator, Marketing Specialist, Personal Assistant, Technical/Content VA, Bookkeeping) and their duties. Exhibit B is the Assigned Staff Individual Agreement for Roanne Padernal, confirming her status as an independent contractor. The document also includes payment authorization, signature pages, and standard boilerplate clauses (assignment, amendment, survival, counterparts).
Topics
Service Provider Obligations: Recruiting, Payroll, and Compliance
Rockstar Recruiter’s responsibilities to recruit, screen, interview, assign staff, handle payroll taxes, unemployment insurance, workers’ compensation, and ensure staff sign confidentiality and BAA agreements.
Customer Responsibilities: Training, Data Access, and Operational Oversight
Motus Therapy’s duties to train Assigned Staff, provide necessary data, software, and access, and retain ownership of business operations and IP.
Financial Structure: Hourly Rates, Fees, and Conversion Penalty
Details of the $12/hour rate ($2,080/month for 40 hrs), $250 onboarding/off‑boarding fee, monthly automatic billing, and a $20,000 conversion fee if the Customer hires an Assigned Staff within one year.
Independent‑Contractor Relationship and Liability Shield
Clause establishing that Assigned Staff are independent contractors, not employees of the Customer, and the resulting tax and benefits implications.
Intellectual Property Ownership and Work‑Made‑for‑Hire Provisions
All deliverables created by Assigned Staff are deemed work‑made‑for‑hire for the Customer; any non‑work‑made‑for‑hire is irrevocably assigned to the Customer, with waiver of moral rights.
Confidentiality and HIPAA Business Associate Agreement (Exhibit C)
Obligations to protect confidential information and PHI, including administrative, technical, and physical safeguards, breach reporting, and compliance with HIPAA and HITECH.
Indemnification and Mutual Hold‑Harmless Clauses
Both parties agree to defend, indemnify, and hold harmless the other for willful, fraudulent, or grossly negligent acts and breaches of representations.
Termination Rights, Notice Periods, and Survival of Key Provisions
Either party may terminate with 30‑day notice; immediate termination for material breach; specific sections (e.g., IP, confidentiality) survive termination.