TEMPORARY STAFFING SERVICES AGREEMENT

This Temporary Staffing Services Agreement ("Agreement") is entered into as of the date of electronic signature below, by and between:

ProValidus Health, LLC ("Agency"), a New York limited liability company with its principal office at 2211 Lodi Street, Syracuse, NY 13208, and

The undersigned healthcare facility ("Client"), as identified in the registration information provided.

1. SERVICES

Agency agrees to provide qualified, temporary healthcare personnel ("Temporary Staff") to Client on an as-needed basis. All Temporary Staff are employees of Agency and not employees of Client. Agency shall be responsible for all employment-related obligations including payroll, payroll taxes, unemployment insurance, and workers' compensation insurance for Temporary Staff.

2. BILL RATES AND COMPENSATION

Bill rates for Temporary Staff shall be established on a per-position, per-assignment basis and communicated to Client in writing prior to the commencement of each assignment. Client agrees to pay Agency the agreed-upon bill rate for all hours worked by Temporary Staff. Bill rates are subject to change with thirty (30) days written notice.

3. OVERTIME PROVISIONS

Hours worked by Temporary Staff in excess of forty (40) hours per week or as otherwise required by applicable state law shall be billed at one and one-half (1.5) times the regular bill rate. Holiday hours, if applicable, shall be billed at the rate specified in the assignment confirmation. Client is responsible for accurately reporting all hours worked by Temporary Staff.

4. PAYMENT TERMS

Payment is due Net Thirty (30) days from the date of invoice. Invoices shall be submitted weekly based on approved timesheets. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Client is responsible for all costs of collection, including reasonable attorney's fees, in the event of nonpayment.

5. CANCELLATION POLICY

A minimum of four (4) hours shall be billed for any confirmed shift, regardless of actual hours worked. Client must provide at least twenty-four (24) hours' notice to cancel a confirmed shift. Shifts cancelled with less than twenty-four (24) hours' notice shall be billed at the four (4) hour minimum. Agency reserves the right to charge the full shift rate for cancellations made with less than four (4) hours' notice.

6. CREDENTIAL GUARANTEE

Agency guarantees that all Temporary Staff placed with Client shall possess current, valid licenses and certifications as required by applicable state and federal regulations for their respective positions. Agency shall maintain documentation of all credentials and make such documentation available to Client upon request. In the event a Temporary Staff member is found to have invalid or expired credentials, Agency shall immediately remove such individual and provide a qualified replacement at no additional cost.

7. INSURANCE

Agency shall maintain the following insurance coverage for the duration of this Agreement: (a) Workers' Compensation insurance as required by the State of New York and all applicable states; (b) Commercial General Liability insurance with minimum coverage of $1,000,000 per occurrence and $3,000,000 aggregate; (c) Professional Liability (Malpractice) insurance with minimum coverage of $1,000,000 per occurrence and $3,000,000 aggregate. Certificates of insurance shall be provided upon request.

8. NON-SOLICITATION

Client agrees not to directly hire, solicit, or recruit any Temporary Staff member introduced by Agency for a period of one hundred eighty (180) days following the last day of any assignment. Should Client wish to hire a Temporary Staff member during this period, Client shall pay Agency a permanent placement fee equal to twenty percent (20%) of the individual's first-year annual salary, prorated based on temporary hours already worked. This fee shall be reduced by one-twelfth (1/12) for each full month of temporary service completed.

9. INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to the negligent acts or omissions of the indemnifying party, its employees, or agents in connection with this Agreement. Agency's indemnification obligations extend to the acts and omissions of Temporary Staff while performing services under Agency's direction. Client's indemnification obligations extend to the safety and condition of the work environment provided to Temporary Staff.

10. TERM AND TERMINATION

This Agreement shall be effective for a period of one (1) year from the date of execution and shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate this Agreement at any time with thirty (30) days' written notice. Termination shall not affect obligations accrued prior to the effective date of termination, including payment obligations for services already rendered.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts of competent jurisdiction located in Onondaga County, New York.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. This Agreement may not be modified except by a written instrument signed by both parties.

PERMANENT PLACEMENT SERVICES AGREEMENT

This Permanent Placement Services Agreement ("Agreement") is entered into as of the date of electronic signature below, by and between:

ProValidus Health, LLC ("Agency"), a New York limited liability company with its principal office at 2211 Lodi Street, Syracuse, NY 13208, and

The undersigned healthcare facility ("Client"), as identified in the registration information provided.

1. SERVICES

Agency agrees to recruit, screen, and present qualified healthcare professionals ("Candidates") for permanent employment positions at Client's facility. Agency's services include sourcing, initial screening, credential verification, background checks, and presentation of qualified Candidates to Client for consideration.

2. PLACEMENT FEE

Upon Client's hiring of a Candidate presented by Agency, Client shall pay Agency a placement fee equal to twenty percent (20%) of the hired Candidate's first-year annual salary (base salary plus any guaranteed bonuses or sign-on bonuses). The placement fee shall be due and payable within thirty (30) days of the Candidate's start date with Client. For purposes of this Agreement, "first-year annual salary" includes base compensation, shift differentials (if guaranteed), and any sign-on or retention bonuses paid within the first year.

3. REPLACEMENT GUARANTEE

If a Candidate placed by Agency voluntarily resigns or is terminated for cause within ninety (90) days of their start date, Agency shall provide one (1) replacement Candidate at no additional placement fee. This guarantee is subject to the following conditions: (a) Client must notify Agency in writing within five (5) business days of the Candidate's departure; (b) Client must have provided a reasonable work environment and the position, compensation, and duties must be substantially as described to Agency at the time of the original placement; (c) The guarantee does not apply if the Candidate's departure is due to layoff, reduction in force, or elimination of the position. The replacement guarantee is limited to one (1) replacement per original placement.

4. TEMP-TO-HIRE CONVERSION

Should Client wish to convert a temporary staff member (placed under a separate Temporary Staffing Services Agreement) to permanent employment, a conversion fee shall apply. The conversion fee shall be calculated as twenty percent (20%) of the individual's first-year annual salary, prorated based on temporary hours already completed. The conversion fee shall be reduced by the following schedule: (a) Less than 520 hours worked: full placement fee applies; (b) 520 to 1,040 hours worked: 50% of placement fee; (c) More than 1,040 hours worked: 25% of placement fee. Conversion fees are due within thirty (30) days of the conversion date.

5. NON-CIRCUMVENTION

Client agrees not to hire, directly or through any third party, any Candidate presented by Agency for a period of twelve (12) months from the date of presentation, without paying the applicable placement fee. This includes any Candidate whose resume, credentials, or identifying information was provided by Agency. If Client hires a Candidate presented by Agency without paying the applicable fee, Client shall be liable for the full placement fee plus any costs of collection, including reasonable attorney's fees.

6. CANDIDATE OWNERSHIP

A Candidate shall be deemed "presented" by Agency upon Agency's disclosure of the Candidate's identity or qualifications to Client, whether by resume, verbal description, or other means. Client must notify Agency in writing within five (5) business days if a presented Candidate is already known to Client through other channels. Failure to provide timely notice shall constitute acceptance that the Candidate was sourced by Agency.

7. PAYMENT TERMS

All fees are due Net Thirty (30) days from invoice date. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Client shall be responsible for all costs of collection in the event of nonpayment, including reasonable attorney's fees and court costs.

8. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all proprietary information exchanged under this Agreement, including but not limited to fee structures, candidate information, and business processes. This obligation shall survive termination of this Agreement.

9. TERM AND TERMINATION

This Agreement shall be effective upon execution and shall remain in effect for a period of one (1) year, automatically renewing for successive one (1) year terms unless either party provides thirty (30) days' written notice of non-renewal. Either party may terminate this Agreement with thirty (30) days' written notice. Termination shall not relieve Client of payment obligations for Candidates hired prior to the effective date of termination or within twelve (12) months of presentation.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts of competent jurisdiction located in Onondaga County, New York.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both parties.