IN HOME SERVICES PROVIDER AGREEMENT 

This Company Network Agreement (“Agreement”) is made and entered into by and between Superb, Inc. (“Superb”) and  (“Company”). 

WHEREAS, pursuant to this Agreement, Company desires to use the Network and Platform to engage Healthcare Providers as independent contractors to staff vacancies to provide Professional Services. 

NOW, THEREFORE, in consideration of the obligations set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Superb and Company agree as follows: 

THIS AGREEMENT REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENT OR Company’S ACCESS TO OR USE OF THE NETWORK, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, AND Company AGREES THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. IF Company DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE NETWORK OR PLATFORM. Superb DOES NOT EMPLOY, RECOMMEND, ENDORSE, OR GUARANTEE ANY MEDICAL-SERVICE PROFESSIONALS OR HEALTHCARE PROVIDERS. Company IS SOLELY RESPONSIBLE FOR ITS INTERACTIONS AND TRANSACTIONS WITH OTHER USERS OF THE NETWORK. 

I. THE SUPERB PLATFORM 

A. Definitions 

“App” means any mobile application made available by Superb for accessing or using the Network. 

“Completed Service” or “Completed Shift” has the meaning given in Section I(B)(v). 

“Content” means any text, graphics, images, photos, audio or visual works, data, information or other content. 

“Credentials” means any user accounts, passwords and other authentication credentials associated with your access to or use of the Network. 


“Facilities” means Company and In home services provider or location and any other entity that provides medical or physical care services and accesses or uses the Platform to, among other things, post Service Requests, receive offers from Healthcare Providers to fill Service Requests, and pay Professional Services Fees. 

“Company Policies” has the meaning given in Section I(B)(viii). 

“Healthcare Provider” means an individual who is a medical-services or care professional and accesses or uses the Platform to, among other things, offer his or her professional services to fill Service Requests for Facilities and receive payment in connection with performance of Professional Services. 

“Intellectual Property” means all intellectual property and proprietary rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (i) copyrights, “moral rights,” trademarks, service marks, logos, trade dress, designs, patents, inventions, trade secrets, publicity rights and privacy rights; and (ii) all rights in any applications and registrations, including all renewals, extensions and restorations, for any of the foregoing. 

“Network” means the Platform, access to, and use of the Platform, and all parties who participate in the Platform. 

“Platform” means Superb’s proprietary online platform made available through its App and/or the Site, including all Content, software and other components composing the foregoing. 

“Professional Compensation” or “Shift Rate” has the meaning given in Section I(B)(ii). “Professional Services” has the meaning given in Section I(B)(i). 

“Professional Services Fees” has the meaning given in Section X(A) and Exhibit B. 

“Qualification Data” has the meaning given in Section VII(C) and Exhibit A. 

“Service Agreement” has the meaning given in Section I(B)(vii). 

“Service Application” has the meaning given in Section I(B)(iii). 

“Service Fee” has the meaning given in Section X(A)and Exhibit B. 

“Service Request” means each individual request for Professional Services submitted through the Platform by a Company. 

“Site” means the website located at www.app.Superb.com and associated domains made available by Superb for accessing or using the Network. 

“Third-Party Content” means all Content made available through the Network by third parties, including other Users. 

“Users” means collectively, Healthcare Providers and Facilities. 

B. How the Network Works. 

(i) The Network. Superb provides access to and use of the Platform to connect Healthcare Providers willing to provide medical or physical care services on a short-term (per shift) basis (“Professional Services”), with Facilities, who are independent third-party businesses that seek to engage Healthcare Providers to provide Professional Services. After Company posts a Service Request, a Healthcare Provider may view the posting and choose to indicate the Healthcare Provider’s availability to provide the medical services requested by Company for the Service Request. Company may then review Healthcare Provider indicating availability to engage based on information supplied by the Healthcare Providers to Company through the Platform. 

(ii) Service Requests. Each posting for a Service Request will be for one Healthcare Provider, such that, to hire two Healthcare Providers, Company must submit two postings for Service Requests. Each posting for a Service Request must contain the nature and type of Professional Services required from the Healthcare Provider, including a description of the services, the start and end time for the services, the compensation for Professional Services (“Professional Compensation or Shift Rates”), the location where the services must be performed, the licensing requirements for the services, and any other pertinent information. 

(iii) Service Applications. Healthcare Providers can review postings for Service Requests and, through the Platform, submit an offer to the applicable Company to provide Professional Services to fill any such Service Request (each such offer, a “Service Application”). Each Service Application must include certain information, including the Healthcare Provider’s name, work history, certification information and any other information requested in the posting for the Service Request as permissible by applicable law. 

(iv) Selection of Professionals. Using the Platform, Company will be able to view all Healthcare Providers that have indicated they wish to provide Professional Services for any Service Request, including such Healthcare Provider’s name, work history, and qualifications. Service requests will auto-select the qualified Healthcare Professionals on a first come, first serve basis who have selected the service request. Superb is not liable for any damages—consequential, special, or otherwise—for any Service Requests that are filled through the Platform’s auto-accept feature should it elect to use that feature. 

(v) Completed Service. Each Service Application that a Company has accepted and for which the Healthcare Provider has fully performed the applicable Professional Services to the satisfaction of the Company is hereinafter referred to as a “Completed Service or Completed Shift.” 

(vi) Scope Rating. Superb Shift’s Technology uses data and analytics to determine scope rating.  Data is calculated by completed shifts, canceled shifts, No Call No Service’s, and Company rating of the health care professional. 

(vii) Only a Platform. Superb only provides a platform for Facilities and Healthcare Providers to contract with one another and exchange money as payment for Professional Services provided by Healthcare Providers to Facilities. Company is solely responsible for determining whether a particular Healthcare Provider is qualified to provide the Professional Services for the applicable request. Superb does not endorse or vouch for any Healthcare Provider or Company. 

(viii) Service Agreement. When a Company accepts a Service Application for a Service Request, the Company and the applicable Healthcare Provider have formed a binding agreement between them (the “Service Agreement”). Superb’s agreements with Healthcare Providers obligates the Healthcare Providers to cancel no later than 24 hours in advance of the scheduled shift start time, and failure to do so imposes fees on the Healthcare Provider. The Service Agreement obligates, (i) the Company to engage the Healthcare Provider to provide the Professional Services on the date and at the times and location specified in the applicable Service Request, (ii) the Healthcare Provider to perform the Professional Services on the date and at the times and location specified in the applicable Service Request, and (iii) the Company to pay the Professional Compensation less any reduction for early termination as specified in Exhibit B. The Service Agreement is solely between such Company and that Healthcare Provider. Superb is not a party to any Service Agreement. Superb expressly disclaims and Users expressly release Superb from any and all liability arising from or relating to any Service Agreement. 

(ix) Company Policies. If there are any additional policies, procedures or requirements that a Healthcare Provider is required to follow in performing Professional Services for an applicable Service Request (“Company Policies”), it is solely the responsibility of Company to provide those details to the applicable Healthcare Provider by including information in shift details before submitting the service request. All Company Policies are determined and established in the sole discretion of the Company. Superb has no role in creating, distributing or enforcing any Company Policies. Company agrees that as a condition of using the Platform and Network, the Company Policies cannot alter or revoke the terms of the applicable Service Request or amend this Agreement. 

(x) No Obligation on Superb. Superb is not an employment agency and does not secure employment for any Healthcare Providers, nor does it secure or procure opportunities for employment for any Healthcare Providers. Superb does not: (i) offer, provide, or request Professional Services (or any training, equipment, or materials relating thereto); (ii) mediate or otherwise monitor the interactions between Users or enforce any Service Agreement; (iii) establish any Company Policies or have any control over or otherwise supervise the manner, means, quality, timing, legality, or failure to provide Professional Services or any aspect whatsoever of any feedback provided by or about Users; or (iv) have control over the integrity, responsibility, or any actions of any Users. 

(xi) No Representations or Warranties Regarding Professional Services. Superb makes no representations or warranties about, and disclaims all liability associated with: (i) the suitability, reliability, quality, and timeliness of the Professional Services provided by Healthcare Providers; and (ii) each Healthcare Provider’s qualifications, background, suitability, skills, and reliability. Superb cannot and does not guarantee the identity of any User or the veracity of any Qualification Data or information provided in any Service Request or Service Application. Any disputes relating to the Professional Services must be resolved directly between Healthcare Providers and Company. 

(xii) No Service Requests for Company’s Employees. Company shall not select the application of a Healthcare Provider for a Service Request who is also an employee of that Company. If such a situation occurs, Company is solely responsible for compliance with any federal, state, or local employment laws and regulations with regard to having the Healthcare Provider perform any applicable Service Request on the Superb platform. 

(xiii) Termination of Service Agreement. If Company determines, in its sole discretion, that Healthcare Provider has engaged in misconduct (to include allegations of abuse, neglect, misappropriation, exploitation, or mistreatment), is unable to perform the required services, is observed to be under the influence of drugs or alcohol, is considered to have been negligent or is not in compliance with a Service Agreement, Company may terminate the Service Agreement immediately. Company shall notify Superb of such termination and noncompliance, and the obligation to pay the Professional Service Fees related to such Service Agreement will be limited to the number of hours actually performed by the Healthcare Provider pursuant to such Service Agreement. 

C. Registration. 

(i) Account Creation. To access and use the Network, Company must register to create an account (“Account”). In registering for the Network, Company shall: (i) provide true, accurate, current and complete information about it as prompted by the Platform’s registration form (“Registration Information”); and (ii) maintain and promptly update the Registration Information to keep it true, accurate, current and complete. If Company provides any information that is untrue, inaccurate, outdated or incomplete, or Superb reasonably suspects that it has done so, Superb may suspend or terminate its Account. 

(ii) Credentials. Company may not share its Account or password with anyone. Company is fully responsible for all activities that occur under Company’s Account. Company agrees to notify Superb immediately of any unauthorized use of Company’s Account or password or any other similar breach of security. 

(iii) Accounts. Superb, as the purveyor of the Network, reserves the right to suspend or terminate a Company Account, with or without notice to Company, and delete all Registration Information and content. Company expressly agrees and acknowledges that Superb disclaims and has no liability to Company for any such suspension or termination of Company’s Account or deletion of Company’s Registration Information and content. 

D. Grant of Rights; Text Messages. 

(i) Superb hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform only through the Site or Apps provided by Superb. Superb reserves the right to make modifications or improvements to or add or remove features from the Network, Site and App from time to time, including changing the Platform, at any time without notice. 

(ii) SMS Messages. 

1. By consenting to receive SMS/text messaging and/or phone calls (collectively “messages”), Company agrees to receive such messages related to the Platform, from and on behalf of Superb, to the number Company provided. These messages may be sent using an automatic telephone dialing system or other technology. Company's consent is not a condition of using the Platform. 

2. Superb does not charge for this functionality, but Company is responsible for all charges and fees which may be imposed or associated with such messages imposed by your telephone provider. Message frequency may vary. Standard message and data rates may apply from your telephone provider. Check your specific plan and contact your telephone provider for details. Company is solely responsible for all charges related to messages, including charges from its telephone provider. 

3. Company may opt-out of text messages at any time by texting the single keyword command STOP or by following other instructions contained within the message you received. Company may then receive a one-time opt-out confirmation text message. No further messages related to this Platform will be sent to Company, unless initiated by you. For Service support or assistance, text HELP or email Superb support. 

4. Superb may change any short code or telephone number we use to send messages at any time and will notify you of these changes. Company acknowledges that any messages, including any STOP or HELP requests, Company sends to a short code or telephone number Superb has changed may not be received and Superb will not be responsible for honoring requests made in such messages. To the extent permitted by applicable law, Company agrees that Superb will not be liable for failed, delayed, or misdirected delivery of any information sent, any errors in such information, and/or any action Company may or may not take in reliance on the information in messages. 

E. Content 

(i) Company Content. Company, and not Superb, is solely responsible for: (i) Company’s Content and giving all required notices and obtaining all necessary consents (including all required rights and permissions from Intellectual Property holders) before submitting Company’s Content to the Platform; and (ii) ensuring that the submission of Company’s Content to the Platform will not violate any applicable laws or regulations or any of your obligations to any third party, including any duty of confidentiality. 

(ii) Use of Company’s Content. Company hereby grants Superb a perpetual, irrevocable, worldwide, royalty free, fully-paid-up, nonexclusive, sublicensable, transferable license to distribute, transmit, reproduce, modify, adapt, create derivative works from, publish, publicly perform, publicly display and otherwise use Company’s Content in connection with the Network and in all media now known or hereafter created with or without attribution. 

(iii) Publicity. Company hereby grants Superb a perpetual, irrevocable, worldwide, royalty free, fully-paid-up, nonexclusive, sublicensable, transferable license to distribute, transmit, reproduce, modify, adapt, create derivative works from, publish, publicly perform, publicly display and otherwise use (i) Company’s name, image or likeness to identify it as a User of Superb within Superb’s websites or press releases, brochures or other marketing materials, and (ii) any statements, reviews or testimonials Company may provide to Superb upload to the Platform to promote Superb, the Network or Platform or other Users, in each case (i) and (ii) in all media now known or hereafter created with or without attribution. 

(iv) Third-Party Content. Company acknowledges and agrees that the Network may provide access to or rely on Third-Party Content, and the third parties who provide Third-Party Content, and not Superb, are entirely responsible for such content, including its quality, accuracy and completeness. 


F. Intellectual Property Rights 

(i) Superb Ownership. Company acknowledges and agrees that, as between Superb and Company, Superb or its licensors owns all rights, title and interest (including all Intellectual Property) in the Platform and Network, except with respect to any of Company’s Content contained on the Platform; and the Network is a compilation or collective work protected under the United States Copyright Act and other laws (including international laws) and treaties. 

(ii) Company Ownership. Superb acknowledges and agrees that, as between Company and Superb, Company shall own the rights, title and interest (including all Intellectual Property) in and to Company’s Content. 

(iii) Feedback. If Company elects to provide or make available to Superb any suggestions, comments, ideas, improvements or other feedback relating to the Network or Platform, Superb will be free to use, disclose, reproduce, make, have made, modify, license, sell, transfer and otherwise utilize and distribute in perpetuity such feedback in any manner, without credit or compensation to Company. 

G. Representations and Warranties. Each party represents and warrants to the other that: (i) such party has the necessary power and authority to enter into this Agreement; (ii) the execution and performance of this Agreement has been authorized by all necessary corporate or institutional action; (iii) entry into and performance of the Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such 


party; (iv) no action by any governmental entity is necessary to make the Agreement valid and binding upon such party; and (v) it possesses all governmental licenses and approvals necessary to perform its obligations. 

II. DISCLAIMER OF WARRANTIES. 

A. Platform and Network Provided As-Is. Company’S USE OF THE PLATFORM AND NETWORK IS AT ITS SOLE RISK. ALL PRODUCTS AND SERVICES PROVIDED UNDER THE AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” Superb, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (II) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE NETWORK, PLATFORM, PRODUCTS AND SERVICES PROVIDED UNDER THE AGREEMENT, OR THAT USE OF SUCH NETWORK, PLATFORM, PRODUCTS AND SERVICES WILL BE 

ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS. 

B. Interactions with Other Users. Company is solely responsible for its interactions and transaction fees with other Users. Company agrees to look solely to such other Users for any claim, damage or liability associated with any communication or transaction via the Network. Company EXPRESSLY WAIVES AND RELEASES Superb FROM ANY AND ALL LEGAL RESPONSIBILITIES, CLAIMS, RIGHTS OF ACTION, CAUSES OF ACTION, SUITS, DEBTS, JUDGMENTS, DEMANDS, DAMAGES AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY OTHER USER OR THIRD PARTY, INCLUDING DAMAGES RELATING TO MONETARY CLAIMS, PERSONAL INJURY OR DESTRUCTION OF PROPERTY, MENTAL ANGUISH, INTEREST, COSTS, ATTORNEYS’ FEES, AND EXPENSES. Company’S SOLE REMEDIES WITH RESPECT THERETO SHALL BE BETWEEN IT AND THE APPLICABLE USER OR OTHER THIRD-PARTY. THE Superb PLATFORM IS A MARKETPLACE SERVICE FOR USERS TO CONNECT ONLINE EACH USER IS SOLELY RESPONSIBLE FOR INTERACTING WITH AND SELECTING ANOTHER USER, CONDUCTING ALL NECESSARY DUE DILIGENCE, AND COMPLYING WITH ALL APPLICABLE LAWS. 

III. LIMITATION OF LIABILITY. 

A. General. IN NO EVENT WILL Superb BE LIABLE TO Company FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COSTS OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE PLATFORM, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE NETWORK OR ITS DELIVERY VIA THE INTERNET, OR ANY INACCURACY, INCOMPLETENESS OR OTHER DEFECT IN ANY CONTENT ACCESSIBLE THROUGH THE PLATFORM, EVEN IF Superb HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. OTHER THAN WITH RESPECT TO Superb’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF Superb UNDER THE AGREEMENT EXCEED THE GREATER OF (i) THE AMOUNT OF SERVICE FEES RECEIVED BY Superb FROM Company UNDER THE AGREEMENT IN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE, OR (ii) $500. 

B. Quality of Professional Services. THE QUALITY OF PROFESSIONAL SERVICES REQUESTED THROUGH THE USE OF THE NETWORK IS ENTIRELY THE RESPONSIBILITY OF THE HEALTHCARE PROVIDER WHO PROVIDES SUCH PROFESSIONAL SERVICES. Company UNDERSTANDS AND EXPRESSLY AGREES THAT BY USING THE NETWORK, IT MAY BE EXPOSED TO SERVICES THAT ARE POTENTIALLY HARMFUL, UNSAFE, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THE PROFESSIONAL SERVICES, AND SUCH PROFESSIONALS IS AT Company’S OWN RISK. 

C. Links and External Materials. Superb may provide links to other websites or resources. Company acknowledges and agrees that Superb does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). These other sites and resources are subject to different terms and conditions and privacy policies, which Company is responsible for reviewing. Superb will not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials. 

IV. ARBITRATION AND EQUITABLE RELIEF. 

A. Individualized Dispute Resolution and Arbitration. This Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and the rules of the American Arbitration Association (“AAA”). Company and Superb mutually agree that all disputes, controversies, and claims between Company and Superb, including but not limited to: any and all claims arising out of or relating to this Agreement, services rendered by a Healthcare Provider to Company, the payments provided to Superb by Company, the termination of this Agreement or the termination of Company’s access to the Platform, and all other aspects of Company’s relationship with Superb, past, present or future, whether arising under federal, state or local statutory and/or common law (the “Claims”) are subject to binding arbitration in the state where the Company is located. Further, except as provided in Chapter 4 of the Federal Arbitration Act (9 U.S.C. §§ 401, et seq.), covered Claims include any claim or controversy regarding this Agreement or its interpretation, enforceability, applicability, unconscionability, arbitrability or formation, or whether the Agreement or any portion of it is void or voidable. The scope of this provision applies to all Claims against Superb, its successors or assigns, or any of the current or former officers, directors, principals, shareholders, owners, employees, or agents of any of them. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction in the state where the arbitration takes place as determined by this section. The arbitrator will have the power to rule on their own jurisdiction, including any issues concerning the existence, validity, or scope of either this Agreement or this arbitration provision, including whether any Claims are subject to arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. The arbitrator will not be bound by rulings in any prior arbitrations not involving the same Parties, even if they involved the same or similar claims. 

B. Individual Basis. Company agrees to resolve any dispute in arbitration on an individual basis only, and not on a class, consolidated, representative or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis and there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class action, collective action, representative action, other multi-party or consolidated action, or any other action on behalf of or together with individuals other than yourself (“Class Action Waiver”). 

C. Demand for Arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must deliver a written demand for arbitration within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. 

D. Selection of Arbitrator. The arbitration of all Claims will be conducted by a single arbitrator, who shall be selected using the following procedure: (i) the AAA will send the Parties a list of seven potential arbitrators; (ii) if the Parties cannot agree on an arbitrator from that list, each party shall return its list to the AAA within 10 days, striking up to three candidates, and ranking the remaining candidates in order of preference; (iii) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (iv) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. All arbitrators appointed pursuant to this process are subject to the disclosure and disqualification procedures set forth in the AAA rules and any applicable state laws or rules. 

E. Exceptions to Arbitration Provision. This arbitration provision shall not apply to Claims that are not subject to pre-dispute agreements to arbitrate. Nothing in this Agreement prevents Company from making a report to or filing a claim or charge with a government agency. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement. This Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Agreement. Nothing in this Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. 

G. Mutual Agreement to Arbitrate. Company and Superb agree that all Claims arising between them will be subject to binding arbitration. 

H. Changes. Superb may modify, revise, or terminate the terms of this Section by giving Company at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination. 

V. SUPERB  SERVICES AND RESPONSIBILITIES. 

Subject to Company’s compliance with this Agreement, Superb grants Company access to the Platform during the term of this Agreement to (i) post Service Requests, (ii) review Service Applications submitted in response to such Service Requests, (iii) review information that Superb makes available through the Platform about the Healthcare Providers that submitted such Service Applications, (iv) accept a Service Application of a particular Healthcare Provider, (v) submit information confirming a Completed Service or Completed Shift, (vi) remit payment of the applicable Professional Services Fees, and (vii) submit feedback about a Healthcare Provider who provided Professional Services to Company in connection with Company’s Service Request. Company is solely responsible to provide all applicable Company information to any Healthcare Provider that will provide Professional Services in connection with Company’s Service Request. It is Company’s sole responsibility to determine whether a Healthcare Provider is abiding by Company service request or engaging in any misconduct (including, without limitation, any abuse, neglect, misappropriation of property, exploitation, or mistreatment). As between Company and Superb, all requirements with respect to the Healthcare Provider’s conduct while performing Professional Services, including, but not limited to, policies governing dress, timekeeping, meal and rest breaks, attendance, and personal business, are within the sole control of Company. 

Superb agrees to have support staff available to assist Company with technical issues regarding the Platform seven days a week, 24 hours a day, 365 days a year 

VI. Company RESPONSIBILITIES. 

As between Company and Superb, it is Company’s sole responsibility to: 

(i) keep and maintain records of all Professional Services rendered as required by federal, state, and local laws and regulations, and applicable third-party payors; 

(ii) obtain any and all consents, releases, and approvals that are required by applicable law or otherwise necessary for the provision of Professional Services to a Company patient / resident by Healthcare Provider, including, without limitation, consents from any applicable payor, the patient / resident, the patient’s / resident’s responsible party or other third-party, if any should be necessary or required; 

(iii) complete required documentation of competency completion (within the individual’s scope of practice) to include, but not limited to, HIPAA, confidentiality, hand-washing, medication administration, information on abuse/neglect and misappropriation of property, the provision of respiratory therapy treatments, tracheostomy care, feeding tubes, and training related to IV therapy and PICC lines (for RN nursing professionals); and 

(iv) determine, for Healthcare Providers accepting assignments in LTC/Skilled Rehab, whether to require previous certifications related to the care of individuals with dementia pending Company’s regulatory requirements. 

(v) Company reserves the right to refuse a Healthcare Provider for any lawful reason and will notify Superb of such refusal and of any concerns regarding the Healthcare Provider or his/her performance. Additionally, Company shall promptly notify Superb of any sentinel event involving a Healthcare Provider on a Service Request through the Platform. 

(vi) Company shall be responsible for posting Service Requests on the Platform and clearly stating the terms, duration, requirements (including licensure requirements), Professional Compensation, location, detailed information on Company or Company policy and other necessary information for Healthcare Providers to accept and meet the expectations of the posted shift/assignment. Should Company require qualifications in excess of the applicable minimum state standards for any Healthcare Provider to perform services at the Company, those additional qualifications must be requested by the Company to Superb Shifts and provided at Company’s cost. 

(vii) Company shall be responsible for approving any Pending Service completion or any Pending Shifts completion using the Platform within 24 hours of shift ending (i.e. Healthcare Provider clocking out). After 24 hours, the shift will be automatically approved, and Company must respond in writing to the provided invoice within 7 business days for timecard corrections 

(viii) Company warrants it is a healthcare Company properly licensed to provide healthcare services under State and Federal laws, as applicable. Company maintains all appropriate licenses, permits, and certificates required by law during the term of this Agreement. 

(ix) Company is responsible to follow the guidelines for the appropriate employee classification  under the Fair Labor Standards Act. The Company should use the Superb Shifts Contractor’s as appropriate per the guidelines and the economic reality test enforced by the Department of Labor.

 VI.1  In home services SPECIFIC RESPONSIBILITIES

(i)  Services Provided. In home services will differ from in Company care as the Healthcare Provider will be on site with residents. Location for In home services will be listed as a cross Intersection at the time the shift is selected. Once Selected, confidential information such as Name, address and phone number will be shared with the Healthcare Provider. It is the responsibility of the In home services provider to provide all necessary information in regard to In home services Services to the Healthcare Provider.

(ii)  Confidentiality Healthcare Provider is responsible for reviewing and completing the care plan for residents while on shift as well as how to document serviced details. Healthcare Provider will be provided a packet with specific information for services for residents. Shift details will include information on how to document or chart for the In home services Company resident is listed for. It is the responsibility of the Healthcare Provider and the In home services provider to communicate about location, contact information, and the care plan.

(iii) Rights and Responsibilities   Healthcare Provider will need to contact the In home services provider for any issues related to treatment decisions, concerns, or grievances.

VII. HEALTHCARE PROVIDERS. 

A. Superb Obligations. Superb will not knowingly allow to join its Network a Healthcare Provider: (i) who has been convicted of abuse, neglect, exploitation, misappropriation of property, mistreatment, or assault against or theft from an elderly patient; (ii) who has disciplinary action against his/her professional license by a state licensure body as a result of a finding of abuse, neglect, exploitation, mistreatment of resident or misappropriation of resident property; or (iii) who is under investigation related to resident/patient care/treatment, abuse or nursing practice violations. 

B. Qualifications. By using the Platform, Healthcare Providers must represent that they are duly 

licensed (as applicable) and have the experience, qualifications, and ability to perform each Service Request they accept. Healthcare Providers must also agree to provide other documentation of education and training as requested by Company prior to performing Professional Services for a Service Request. 

C. Background Information on Healthcare Providers. Superb will use commercially reasonable efforts to obtain credentialing information, background checks from the applicable third-party sources for each Healthcare Provider, as well as the additional qualifications directly from the Healthcare Provider, as listed in Exhibit A (“Qualification Data”), before accepting the Healthcare Provider to its platform. 

Superb MAKES NO REPRESENTATION OR WARRANTY THAT THE QUALIFICATION DATA IS ACCURATE OR COMPLETE. QUALIFICATION DATA IS BASED SOLELY ON INFORMATION THAT IS AVAILABLE FROM THIRD-PARTY SOURCES. Superb DOES NOT INDEPENDENTLY VERIFY THE 

QUALIFICATION DATA OBTAINED FROM THIRD-PARTY SOURCES. Healthcare Providers are responsible for contacting the third-party background check providers to dispute the results of their background information or identity verification. 

D. No Employment Relationship. In addition to the terms set forth above, Company EXPRESSLY ACKNOWLEDGES AND AGREES THAT THERE IS NO EMPLOYMENT, PART-TIME EMPLOYMENT, CONSULTING, CONTRACTOR, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP WHATSOEVER BETWEEN HEALTHCARE PROVIDER AND Superb. 

VIII. ENGAGING HEALTHCARE PROVIDERS. 

Without limiting other requirements in this Agreement, the following shall apply to any Service Request that Company posts to the Platform and any Service Application that is accepted by Company: 

A. Service Requests. If Company does not include all information in the Service Request that is required in Section (I)(B)(ii) of this Agreement, Healthcare Provider shall be allowed to terminate the shift without penalty. If Superb is notified that a Company assigned a Healthcare Provider to a role that they are licensed for but requires additional duties to be performed which were not described by the Company in the Service Request, Superb reserves the right to increase the Professional Service Fee to a market appropriate level. 

B. Cancelation. Company reserves the right to cancel a Service Request. Company may cancel at any time a Service Request for which no Service Application has been accepted. If Company has accepted a Service Application and Company wishes to cancel the corresponding Service Request, Company will be billed as outlined in Exhibit B (“Compensation Terms”).

C. Solicitation of Healthcare Providers. Due to the nature of Superb’s services and that Superb has no employer/employee relationship with any of its Healthcare Providers, Superb will not charge Company a fee of any type and no penalty will result if Company hires a Healthcare Provider as its own employee. 

D. Company Employees. Company agrees there will be no charge or fee of any type and no penalty will result if a Company employee desires to enter Superb’s network as a Healthcare Provider. The parties agree that employees of Company, who are part of Superb’s network, may not pick up shifts/Service Requests to provide supplemental staff coverage for Company at which they are already employed, and it is Company’s responsibility to ensure its employees do not use the Platform to select shifts at Company. Company further agrees that if a Healthcare Provider who is a Company employee uses the Platform to schedule and work a shift at Company, Company is solely responsible for its compliance with all applicable federal, state, and local labor and employment laws and regulations, including the Fair Labor and Standards Act (or any state or local equivalent), and any overtime requirement therein. drug 

E. Dismissal; Disputes; Removal; Payment. 

1. Company. If Company determines, in its sole discretion, that Healthcare Provider has (i) engaged in misconduct (to include allegations of abuse, neglect, misappropriation, exploitation, or mistreatment), (ii) is unable to perform the required services, (iii) is observed to be under the influence of drugs or alcohol, (iv) is considered to have been negligent, or (v) otherwise fails to comply with Company’s policies and procedures, it is Company’s sole responsibility to determine whether to dismiss Healthcare Provider. If Company dismisses the Healthcare Provider from the applicable shift, Company shall notify Superb of such dismissal, and Company’s obligation to compensate Superb for such Healthcare Provider’s service will be limited to the number of hours actually worked by the Healthcare Provider. Any disputes relating to the services provided by Healthcare Provider or corresponding payment for those services must be resolved directly between Healthcare Provider and Company. 

2. Superb. It is understood that Superb shall retain the sole and exclusive right to (1) allow or remove Healthcare Providers from its Network; and (2) determine the method of payment to Healthcare Providers. It is understood that Superb does not supervise nor control Healthcare Provider’s work schedule or number of hours worked as those shifts taken or selected are at the sole discretion of Healthcare Providers. 

IX. TERM AND TERMINATION 

A. Term. This Agreement shall commence on the date it is signed by the second party. The Agreement will be for one (1) year from the commencement date, and it shall automatically renew unless terminated herein. 

B. Termination. Either party may, at any time, terminate this Agreement, with or without cause by giving thirty (30) days prior written notice to the other party. 

X. COMPENSATION, FEES, AND TAXES. 

Company agrees to pay to Superb compensation for the services provided under this Agreement pursuant to the terms outlined in Exhibit B (“Compensation Terms”). 

A. Fees. Superb does not establish the amount of Professional Compensation to be paid to Healthcare Providers. Professional Compensation to be paid to Healthcare Providers for Professional Services shall be specified in the applicable Service Request, and the amount is determined at the Company’s sole discretion. Superb will charge a service fee to the Company for the use of the Network, and the amount of such service fee will be established by Superb (“Service Fee” and, together with the Professional Compensation, the “Professional Services Fees”). Upon the completion or termination of a Service Agreement, Company shall pay Superb the Professional Services Fee (less any reduction in Professional Compensation due to early termination). Superb shall thereafter deliver the applicable Professional Compensation to the Healthcare Provider through the Network. Superb will retain the Service Fee. All Professional Service Fees are in US dollars unless otherwise specified herein or on the Platform. 

B. Taxes. To the extent applicable, any and all amounts payable under this Agreement by Company are exclusive of any value-added, sales, use, excise and other similar taxes (collectively, “Taxes”). Company is solely responsible for paying all applicable Taxes. If Superb has the legal obligation to collect any Taxes, Company will promptly reimburse Superb upon invoice. If Company is required by law to withhold any taxes from its payments to Superb, Company will provide Superb with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments. 

C. No Circumvention. Company acknowledges that one benefit of the Network is its ability to access a wide network of Healthcare Providers and that it would not otherwise have access to such Healthcare Providers. Therefore, it is a violation of Company’s Agreement with Superb to intentionally avoid the payment of Service Fees by contracting directly with Healthcare Providers outside of the Platform, unless it is to employ a Healthcare Provider on a full-time basis, defined as a permanent employment engagement in which the employee works at least thirty (30) hours per week, on average. Company must immediately notify Superb if a Healthcare Provider requests that payment be made through channels other than those provided or specified by Superb. 

D. Changes. Superb may modify, revise, or terminate the terms of this Section and Exhibit B by giving Company at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination. 

XI. Miscellaneous Provisions 

A. Independent Contractor. None of the provisions of this Agreement are intended to create any relationship between the parties other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither of the parties, nor any of their respective officers, directors, employees or agents, shall have the authority to bind the other or shall be deemed or construed to be the agent, employee or representative of the other except as may be specifically provided herein. Neither party, nor any of their employees or agents, shall have any claim under this Agreement or otherwise against the other party for Social Security benefits, workers compensation, disability benefits, unemployment insurance, vacation, sick pay or any other employee benefits of any kind. Neither Party shall have any authority to bind the other by or with any contract or agreement, nor to impose any liability upon the other. All acts and contracts of each shall be in its own name and not in the name of the other, unless otherwise provided herein. 

B. Indemnification. Company shall defend, at its own expense, and indemnify and hold Superb, Superb’s Affiliates, and Superb’s directors, officers, employees, and agents harmless from and against any claim by a third party (including, any claim a Healthcare Provider or their heirs brings against Superb) to the extent resulting from or arising out of: (i) Company’s breach of this Agreement; (ii) violation of applicable laws or regulations (including federal, state, and local labor and employment laws), willful misconduct, fraud or gross negligence by Company or any third party acting on its behalf; (iii) work-related injury or death caused by Company or any third party acting on its behalf in connection with this Agreement; (iv) tangible personal or real property damage caused by Company or any third party acting on its behalf while performing activities in connection with this Agreement; (v) any acts or omissions related to health care services provided or offered to, or withheld from, any Company patient, whether by Healthcare Provider, Company or any third party acting on Company’s behalf; (vi) any dispute between Company and any Healthcare Provider, including, without limitation, any dispute related to this Agreement, a Service Agreement or any Company Policies; (vii) any dispute between Company and any patient; (viii) any dispute between Company and any payor, reimbursement system, insurance Company, regulator, or governmental authority; or (ix) Company’s Content, including, without limitation, any allegation that it infringes, misappropriates, or otherwise violates any intellectual property or privacy right or rights to publicity. Company shall be responsible for any costs and expenses incurred by Superb in connection with the enforcement of this Section including, but not limited to, reasonable attorneys’ fees. Company shall not settle or compromise any indemnified claim without Superb’s prior written consent, which will not be unreasonably withheld. 

C. Insurance. Each party shall maintain comprehensive General Liability insurance with limits of not less than One Million Dollars ($1,000,000.00) for each person and Three Million Dollars ($3,000,000.00) for each occurrence and shall provide proof thereof. Company shall purchase and maintain, at all times that services are being performed under this Agreement, professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate per policy year through responsible insurance companies authorized to do business in Company’s state. Superb requires Healthcare 

Providers, who are independent contractors (not employees) of Superb, to pay the fractional cost to maintain occupational injury insurance on behalf of themselves. The policies required to be maintained shall be with companies rated A or better in the most current issue of A.M. Best’s Insurance Ratings Guide. 

D. Limitation of Liability.  Except as otherwise set forth herein, each party’s liability for any direct loss or damage arising out of or relating to this agreement or the transactions contemplated hereby shall not exceed, in the aggregate, five (5) times the amount of all services fees, and other fees paid or contemplated to be paid to Superb hereunder. except as otherwise set forth herein, in no event shall either party be liable for any special, indirect, incidental, or consequential damages arising out of or relating to this agreement or the transactions contemplated hereby, whether foreseeable or not, even if such party has been advised of the possibility of such damages. The limitations of liability will not apply in the case of a party’s gross negligence, willful or intentional misconduct, or intentional breach. Superb expressly disclaims, and Company expressly releases Superb from, any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way relating to (1) any misstatements and/or misrepresentations made by a Nursing Professional or (b) the accuracy, timeliness or completeness of any background check of a Nursing Professional conducted and/or obtained on behalf of Superb. 

E. Applicable Law and Venue. Parties to this agreement shall conform with all existing and applicable city ordinances, resolutions, state and local laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. Venue for any non-federal legal proceeding under this Agreement shall be in the State of Nebraska, District Court of Douglas County and for any federal legal proceeding in the United States District Court for the State of Nebraska located in Omaha, Nebraska. 

F. Entire Agreement. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by the parties other than those that are expressly set forth herein. No agent, employee or other representative of the parties is empowered to alter any of the terms hereof except as provided herein. 

G. Amendment. This Agreement may be modified only by written amendment, duly executed by authorized officials of the parties. No alteration or variation of the terms and conditions of this Agreement shall be valid unless made in writing and signed by the parties hereto. Every amendment shall specify the date on which its provisions shall be effective. 

H. Successors and Assigns. All covenants, stipulations and agreements in this Agreement shall insure to the benefit of the parties hereto, extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. 

I. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. 

J. No Third-Party Rights. This Agreement is not intended to, nor shall it provide third parties, excluding any assignment as provided herein, with any remedy, claim, liability, reimbursement, 

cause of action or other right or privilege; except that this Agreement’s indemnification provision shall also inure to the benefit of a party's employees, officers, agents and servants. 

K. Non-Discrimination. In accordance with state and federal laws and regulations, the Parties agree that neither it nor any of its subcontractors shall discriminate against any person in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges because of the race, color, religion, sex, gender, disability, or national origin of the person. None of the Parties shall, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances. 

L. Waiver. The failure of either Party to insist on strict performance of any covenants or conditions, or to exercise any option herein conferred on any one or more instances, shall not be construed as a waiver or relinquishment of any such covenant, condition, right, or option, but the same shall remain in full force and effect. For a waiver of a right or power to be effective, it must be in writing signed by the waiving Party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. In addition, any act by either Party which it is not obligated to do hereunder shall not be deemed to impose any obligation upon that Party to do any similar act in the future or in any way change or alter any of the provisions of this Agreement. 

M. No Business Associate Agreement. The Parties agree that they are not entering a Business Associate relationship. Company shall not disclose or provide to Superb any protected health information in connection with exercising rights or performing obligations under this Agreement. Therefore, the parties agree that no separate business associate agreement is necessary or required under law or regulation. 

N. Exclusions from State and Federal Healthcare Programs. Parties represent and warrant to each other it has not been excluded from any Federal Healthcare Program, that no basis for such exclusion exists, and that it has not been subject to any final adverse action as defined under the Health Care Fraud and Abuse Data Collection Program. Parties agree to notify each other immediately if it is subject to an inquiry, investigation, or final adverse action by a governmental authority, third-party payor, or intermediary as to the provision of services under this Agreement. Each party, at its sole discretion, shall have the right to terminate this Agreement immediately upon notice, by the other, of such an event. 

O. Non-Exclusivity. This Agreement shall be non-exclusive. Each party retains its authority to employ or contract with any other party or parties for whatever purpose it so desires, including for services as outlined herein. This Agreement is not intended to and shall not be interpreted to or in any way abridge, limit or restrict the rights of either party to pursue, either independently or in conjunction with any other person or entity, business opportunities similar to those contemplated by this Agreement. 

P. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, provided that all such counterparts, in the aggregate, shall contain the signatures of all parties hereto. 

Q. Governing Law. Unless otherwise specified herein, this Agreement will be construed in accordance with and governed by the laws of the State of Delaware, without regard to conflicts of laws principles. 

R. Authorized Representatives and Notice. Except for any notice required under applicable law to be given in another manner, any notice or communication required or permitted hereunder shall be given in further consideration of the mutual covenants herein contained, the Parties hereto expressly agree that for purposes of notice, during the term of this Agreement and for the period of any applicable statute of limitations thereafter, the following named individuals shall be the authorized representatives of the Parties: 











Exhibit A 

Qualification Data 

1) Healthcare Provider Must Upload and Attest to Superb: 

○ Driver’s License or state photo ID 

○ Active Healthcare license information 

○ Resume or last 3 employers 

○ Medical Records including: 

  1.  Annual Physical or complete the physical health screening 

  2.  Hepatitis B- vaccines series or positive titer or signed Acknowledgement 

c)  TB- negative PPD test, Negative QuantiFeron, Negative T SPOT or complete Screening Questionnaire 

d)  COVID vaccine documentation or signed opt out form 

○ Certifications 

a) CPR 

○ W-9 

○ ICRF 

○ Signed competencies

○ Signed Private Health Information Acknowledgement (Superb Shifts Inc. and Facilities signed under Company Agreement  will use Qualification Data or Protected Health Information ( PHI) for the purpose of employment related documentation only)

2)  Superb will obtain the following information from third-party resources regarding the  qualifications of Healthcare Providers: 

○ Background Check; 

a) Access to Superb Shifts Platform will be withheld should findings result in any pending charges, open cases, or convictions of: 

▪ Theft over $750 

▪ Abuse or Neglect of an adult or a child 

▪ Other Charges and Convictions based on severity 

b) Access to Superb Shifts Platform may be withheld should findings result in any charges, open cases, or convictions against an individual that are considered incompatible with the standards expected of a healthcare worker in a care setting

○ Professional License  

○ Necessary state caregiver registry verifications for each Healthcare Provider required to comply with state minimum standards 

○ Car Insurance




















Exhibit B 

Compensation Terms (Fees)

1. Professional Services Fee. Company shall pay the Professional Service Fees as specified in this Agreement. The amount of Professional Compensation owed will be as specified in the Professional Service Request, subject to any reduction for cancellation or early termination [or increase due to an enlarged scope of Professional Services]. The Professional Service Fee shall be an additional thirty percent (30%) of the Compensation.

2. Cancellation Fees. Company shall pay $5 for any canceled service request prior to 24 hours before the posted shift start time. Any shift canceled within 24 hours of shift start time will result in a 2 hour charge of the posted service rate plus the Professional Service Fee as listed above. 

3. Failed Payment. If any payment due under the terms of this Agreement is not received or failed, the Company shall have one (1) business day to correct the payment failure upon notice from Superb. If the payment remains unresolved after this period, Superb reserves the right to temporarily suspend the Company’s profile and services until the outstanding balance is paid in full. Suspension of services does not waive Superb’s right to recover the unpaid balance or any other remedies available under this Agreement.

4. Summary.  Superb shall provide payment receipts upon the Company’s remittance of payment for completed shifts. Additionally, Superb will provide the Company with weekly reporting summarizing all shifts completed during the prior week.

5. Payment. Company must pay each invoice within thirty (30) days of Company’s receipt of such invoice. If an invoice remains unpaid within sixty (60) days of the invoice date, the Company’s ability to post Service Requests will be put on hold until all outstanding invoices are paid. 










CONTINGENCY RECRUITMENT AGREEMENT

1. Scope of Services

Superb agrees to provide recruitment services to the Company for the purpose of identifying and presenting qualified candidates to fill positions requested by the Company on a contingency basis. The Company agrees to consider candidates presented by Superb and may choose to employ any such candidates under the terms of this Agreement.

2. Employment Status of Candidates

Superb acts solely as a recruitment agent and does not employ any candidates it introduces to the Company. Once a candidate is hired by the Company, the candidate becomes an employee of the Company, and Superb holds no further responsibility for the employment relationship between the Company and the candidate.

3. Candidate Ownership

Superb retains ownership of all candidates it introduces to the Company. If the Company hires any candidate introduced by Superb, whether directly or through another third party, within 12 months of the initial presentation, the Company agrees to pay the full recruitment fee as outlined in this Agreement, regardless of the source of employment. This obligation applies even if the candidate is hired through independent application, a different recruitment agency, or other means.

4. Non-Circumvention

The Company agrees not to circumvent Superb by directly hiring or engaging any candidate introduced by Superb, either directly or indirectly, without compensating Superb according to the terms of this Agreement. If the Company hires a candidate presented by Superb within 12 months of the candidate's introduction, the Company shall pay the full recruitment fee, regardless of how the employment occurs.

5. Trial Period

The Company will have a minimum number of trial shifts, as determined at its discretion (the "Trial Period"), to evaluate any candidate provided by Superb. During this Trial Period:

  • The Company shall pay the Professional Service Fees in accordance with the compensation terms outlined in the existing Company Network Agreement. The amount of Professional Compensation owed will be as specified in the Professional Service Request, subject to any reduction for cancellation or early termination [or increase due to an enlarged scope of Professional Services]. The Professional Service Fee shall be the agreed upon fee depicted in this agreement.

  • If the Company decides that the candidate is not suitable, they may cancel the engagement and request a replacement candidate from Superb.

  • If the Company hires the candidate at the end of the Trial Period, the contingency fee will apply as outlined in Section 6.

  • The candidate will operate in accordance with the terms outlined in the existing Healthcare Worker Agreement during the Trial Period.

6. Contingency Fee

The Company agrees to pay a contingency fee upon the successful placement of a candidate. The fee is based on the role being filled and is payable within 30 days of the candidate's start date. Below is the fee structure:

7. Payment Terms

The Fee is due within 30 days of the candidate’s start date with the Company, excluding the Trial Period. If the Fee is not paid within this timeframe,Company agrees to pay a late fee of 5% of the outstanding invoice amount for each 15-day period that the payment remains overdue.

8. Legal Responsibility

Superb is not responsible for any payroll, benefits, taxes, or other employment-related legal obligations associated with any candidate introduced to the Company. Once the Company hires a candidate, the employment relationship is solely between the Company and the candidate, and the Company assumes all legal responsibilities related to the employment of the candidate.

9. Notification of Hiring

The Company agrees to notify Superb in writing within 24 hours of extending an offer of employment to any candidate introduced by Superb. Failure to notify Superb will be considered a breach of this Agreement and may result in additional fees or penalties as outlined herein.

10. Penalties for Breach

In the event the Company hires a candidate introduced by Superb without paying the required fee, or otherwise circumvents Superb, the Company agrees to pay Superb two times the standard recruitment fee as a penalty. This amount is payable within 30 days of the breach.

11. Right to Injunctive Relief

In the event of a breach of the non-circumvention or candidate ownership provisions, Superb reserves the right to seek injunctive relief or other legal remedies to enforce its rights under this Agreement.

12. Termination of Responsibility

Once a candidate referred by Superb Shifts is successfully hired by the Company, Superb Shifts’ role in the recruitment process is considered complete. From that point forward, the Company assumes full responsibility for managing all aspects of the candidate’s employment, including performance, conduct, and any employment-related matters. While Superb Shifts ensures a thorough vetting process, we encourage the Company to provide ongoing support and supervision to foster a successful working relationship.

13. Exclusivity and Non-Exclusive Nature

The Company is not obligated to use Superb as its exclusive recruiting partner and may use other recruiting firms or internal resources for its hiring needs. Similarly, Superb may present candidates to other Company’s and is not obligated to exclusively represent the Company.

14. Confidentiality

Both parties agree to keep confidential all information related to the candidates, job requirements, and business operations of the other party, except as required for the performance of services under this Agreement or as required by law.

15. Governing Law

Unless otherwise specified herein, this Agreement will be construed in accordance with and governed by the laws of the State of Delaware, without regard to conflicts of laws principles. 

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter herein.

17. Changes 

Superb may modify, revise, or terminate the terms of this Section by giving Company at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination.