Staff Augmentation Contract

Vendor: [Company Name] · Client: [Company Name] · Effective Date: [Date]

1. Services

Vendor will supply personnel with the following skills/roles: [Description], to work under Client's day-to-day direction on Client's projects, for the term below.

2. Personnel

Vendor's assigned personnel: [Name(s)/roles], subject to Client's approval. Vendor will provide replacement personnel of comparable skill if an assigned individual leaves or is unable to continue.

3. Fee

[Hourly/daily rate of [Amount] per person], invoiced [Frequency], based on hours/days worked as approved by Client.

4. Employment Relationship

Vendor's personnel remain employees (or contractors) of Vendor, not Client, for all purposes including payroll, benefits, and tax withholding. Client directs day-to-day work but does not have an employment relationship with Vendor's personnel.

5. Term

This Agreement runs for [Term], with individual assignments specified in a Statement of Work or Personnel Order referencing this Agreement.

6. Termination of Individual Assignments

Client may request removal/replacement of any assigned individual with [Notice Period] notice, without terminating the overall Agreement.

7. Non-Solicitation

[State whether Client agrees not to directly hire Vendor's assigned personnel during the engagement and for [Period] after, or the conversion fee if Client wishes to do so.]

Vendor: ______________________ Date: ____________ Client: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Staff augmentation walks a fine line on worker classification — if the client directs personnel too closely and for too long, tax authorities or courts can find a "co-employment" relationship exists regardless of what Section 4 says, exposing the client to liabilities normally borne by the vendor.*