Subcontract Agreement

Up • Split Fee Agreement • Subcontract Agreement

TravelKare, Inc.

This is an agreement between TravelKare, Inc. (TravelKare), an Oklahoma Corporation, and ______________ for the purpose of sharing resources.

WHEREAS, TravelKare is in the business of locating, employing, contracting (temporary staffing) and placing (permanent staffing) certain healthcare professionals (candidates); and ___________ is in the business of locating and placing (permanent staffing) these same healthcare professionals; both to various healthcare providers (clients); THEREFORE, in consideration of the mutual promises and undertakings contained herein, TravelKare and ___________ agree as follows.

SHARED SERVICES:

Number 1: Whenever ___________ finds candidates and/or clients desiring services of a temporary nature, ___________ may refer either to TravelKare for consideration for providing the service. In each case, ___________ will provide the necessary information that will allow TravelKare to contact the candidate or client to determine the suitability of providing service.

Number 2: Whenever TravelKare and ___________ find a client or candidate desiring permanent staffing; TravelKare and ___________ may refer the candidate and/or client to the other for the possibility of providing permanent staffing to a client or candidate.

Number (1) above: In the event that ___________ provides TravelKare with a candidate who is subsequently temporarily staffed, OR a client who subsequently uses TravelKare's temporary staffing, TravelKare will pay ___________ 30% of the hourly gross margin obtained; up to a total that will be negotiated on a case by case basis. (See Addendum for specifics) In the event that ___________ provides the candidate AND the client, TravelKare will pay ___________ 50% of the hourly gross margin; up to a negotiated total. (See Addendum)

NOTE: Gross margin is defined as the hourly bill rate less all direct costs, expressed on a per hour basis. To avoid confusion, all direct costs will be identified in writing for each assignment and agreed upon by both parties prior to beginning each assignment.

Number (2) above: In the event that TravelKare or ___________ refers a client or a candidate for permanent staffing and the permanent staffing is subsequently accomplished, TravelKare agrees to pay ___________ and ___________ agrees to pay TravelKare 50% of the fee agreed to by that client.

CONDITIONS:

Compensation will be paid only if the information leading to the provision of service came solely through the efforts and information provided to either party.

• Each referral is good for six months; at which time TravelKare and ___________ may refer again or pursue the candidate or client outside of this agreement.

• Neither party is obligated in any way to accept a referral from the other.

• If a (shared) permanent placement should be terminated prior to 90 days from the date of hire, TravelKare and ___________ will share in the reimbursement of placement fees to the client.

• If a candidate placed in (a) temporary assignment(s) by TravelKare through this arrangement, is terminated prior to the completion of the negotiated fee; TravelKare is liable for only what was incurred prior to that termination.

• Both TravelKare and ___________ agree to accept the fee schedule and guarantee period that each negotiates.

• Compensation for temporary staffing will be remitted immediately upon TravelKare being paid, however will be paid irregardless at 60 days past the invoice date. In the event of bad debt. TravelKare is responsible. Time sheets and invoices will be made available when requested.

• Compensation for permanent staffing will be paid by TravelKare and ___________ immediately upon receipt from client. To avoid problems, TravelKare and ___________ will enclose a photocopy of the client's check making certain that the date and amount is legible.