Defined Relationship 3

DRAFT 1
AGREEMENT TO ENTER INTO A DEFINED RELATIONSHIP

Defined Employment Agreement, between __________________________________ (the “Lead Employer”) and ________________________________________________________ (the “Secondary Employer”).

1. For a mutual consideration, the Lead Employer and the Secondary Employer, on the following terms and conditions, agree as follows:
2. Term of Relationship. Subject to the provisions for termination set forth below this agreement will begin on __________, 20____, unless sooner terminated.
3. Duties and Position. The Lead Employer agrees to loan the Secondary Employer, ____________________________________, (the “Employee”) for the express purpose of fulfilling a temporary work assignment necessitated by the Secondary Employee’s need for temporary or parttime labor. During the time that the Employee is gainfully working for the Secondary Employer, the Employee shall be placed on the Secondary Employer’s payroll and will be considered a common law employee of the Secondary Employer. The Secondary Employer shall be responsible for all insurance obligations, unemployment benefits, taxes, and insurance benefits.
4. Retained Employment Relationship. The Employee shall remain a common law employee of the Secondary Employer. It is understood that the Employee is being loaned for the mutual benefit of the Lead Employer and the Secondary Employer. During the course of this engagement, the Secondary Employer agrees not to offer the Employee either part time or full time employment, except as provided for pursuant to this agreement unless agreed to, in writing, by the Lead Employer. In the event the Secondary Employer wishes to offer part time or full time employment to the Employee, the Lead Employer reserves the right to either retain or terminate the relationship between the Lead Employer and the Employee. If the Lead Employer agrees to release the Employee from his/her employment, the Secondary Employer shall abide by the terms of release as stipulated by the terms of the Employee Termination Agreement, prepared concurrently with this agreement.
5. Wages. The Secondary Employer shall pay the Employee a rate negotiated between the Secondary Employer and the Employee for the services of the Employee. The Lead Employer shall not be responsible for the payment of any wages, benefits, taxes, or insurance paid to or for the benefit of the Employee.
6. Employee to Devote Full Time to Secondary Employer. To the extent the Lead Employer exercises control over the Employee, the Employee will devote full time, attention, and energies to the business of the Secondary Employer during this period of the temporary appointment and will not engage in any other business activity on behalf of the Lead Employer unless agreed to by the Secondary Employer.
7. Confidentiality of Proprietary Information. Lead Employer agrees, during or after the term of this agreement, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity divulged by the Employee should Employee reveal or threaten to reveal this information to the Lead Employer. Secondary Employer similarly agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity divulged by the Employee should Employee reveal or threaten to reveal this information to the Secondary Employer.
8. Reimbursement of Expenses. The Secondary Employer may incur reasonable expenses in connection with the activities of the Employee including expenses for entertainment, travel, and similar items. Unless agreed otherwise, the Secondary Employer shall be responsible for all business expenses associated with the Employee while on loan to the Secondary Employer.
9. Vacation, Holiday, and Sick Pay Compensation. The Secondary Employer shall be responsible for any vacation pay, sick pay, or holiday pay. All such expenses shall be paid by the Secondary Employer in accordance with the terms of employment between the Employee and the Secondary Employer.
10. Disability. In the event that the Employee cannot perform his/her duties because of illness or incapacity, the compensation, if any, due to Employee during said illness or incapacity will be paid by the Secondary Employer in accordance with the terms of employment between the Employee and the Secondary Employer. If the Employee is absent from work for any reason for a continuous period of time beyond the control of the Lead Employer, the Secondary Employer may terminate this agreement and the mutual obligations between the Lead Employer and the Secondary Employer under this agreement will cease on that date.
11. Termination of Agreement. Without cause, the Secondary Employer may terminate this agreement at any time upon 5 (five) days’ written notice to the Lead Employer, or, as otherwise agreed between the Lead Employer and the Secondary Employer.
12. Effect of Prior Agreements. This Agreement supersedes any prior agreement between the Lead Employer and the Secondary Employer, except that this agreement shall not affect or operate to reduce any benefit or compensation inuring to the Employee of a kind elsewhere provided and not expressly provided in this agreement.
13. Settlement by Arbitration. Any claim or controversy that arises out of or relates to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court with jurisdiction.
14. Severability. If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Lead Employer and the Secondary Employer shall be deemed reinstated as if this agreement had not been executed.
15. Assumption of Agreement by Lead Employer and Secondary Employer’s Successors and Assignees. The Company’s rights and obligations under this agreement will inure to the benefit and be binding upon the Lead Employer’s successors and assignees and to the Secondary Employer’s successors and assignees and shall have the same force and effect as if executed by said successors and assigns.
16. Oral Modifications Not Binding. This instrument is the entire agreement of the Lead Employer and the Secondary Employer. Oral changes have no effect. This agreement may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

Signed this_____ day of _____________________ 20____.
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Lead Employer

________________________________________________
Secondary Employer