Ian Darvy Ubalde Rockstar Recruiter Team Services Agreement.docx
This comprehensive contract governs the remote staffing relationship between Rockstar Recruiter, LLC (the Service Provider) and Orthopaedics of Jackson Hole dba Teton Orthopaedics (the Customer). The agreement outlines the Service Provider’s duties to recruit, screen, and manage Assigned Staff who will perform billing, administrative, patient support, marketing, personal assistance, and technical/content tasks for the Customer. It details payment terms ($12/hr, $2,080 monthly per Rockstar, $250 onboarding fee, $20,000 conversion fee for direct hires), invoicing, rate increase notice, and the independent‑contractor relationship. Key legal provisions cover indemnification, confidentiality, IP ownership (work‑made‑for‑hire), term and termination (30‑day notice, breach clauses), governing law (Arizona), and miscellaneous clauses (assignment, amendment, survival). Exhibit A lists specific virtual assistant roles and duties; Exhibit B is the Assigned Staff Individual Agreement for Ian Darvy Ubalde; Exhibit C is a Business Associate Agreement (HIPAA/HITECH compliance) that obligates Rockstar Recruiter to safeguard protected health information. The document also includes a payment‑authorization form for the Customer’s credit card. Signatures from Tone Williams (Rockstar Recruiter) and Max Fairclough (Customer) finalize the agreement.
Topics
Service Provider Operational Obligations and Staffing Model
Details how Rockstar Recruiter will recruit, screen, hire, pay, and manage Assigned Staff, including payroll taxes, benefits, and the requirement that staff acknowledge they are employees of the Service Provider, not the Customer.
Customer Responsibilities and Access Provision
Outlines the Customer’s duties to inform, train, and provide necessary data, software, and access to Assigned Staff for successful task execution.
Payment Structure, Rate Calculations, and Conversion Fee
Specifies the $12/hour rate, monthly $2,080 billing, $250 onboarding fee, and a $20,000 conversion fee if the Customer hires an Assigned Staff directly within one year.
Indemnification and Mutual Liability Protections
Sets forth reciprocal indemnification clauses protecting each party from claims arising from the other’s willful, fraudulent, or grossly negligent acts and breaches of the agreement.
Confidentiality, HIPAA Compliance, and Business Associate Agreement (Exhibit C)
Establishes confidentiality obligations, requires Assigned Staff to sign NDAs, and incorporates a Business Associate Agreement to ensure HIPAA/HITECH compliance for any protected health information handled.
Intellectual Property Ownership and Work‑Made‑for‑Hire Provisions
Declares that all deliverables created by Assigned Staff are the sole property of the Customer, treated as work‑made‑for‑hire, with irrevocable assignment of any non‑work‑made‑for‑hire IP to the Customer.
Term, Termination Rights, and Survival Clauses
Provides a 30‑day notice termination right for any reason, breach‑based immediate termination, and lists sections that survive termination (e.g., indemnification, confidentiality, IP).
Governing Law, Jurisdiction, and Venue
Designates Arizona law and Maricopa County courts as the exclusive governing law and venue, with waiver of inconvenient forum defenses.