contracts
Staffing Agency Agreement: Template and How to Draft One (2026)
What a staffing agency agreement is and when you need one A staffing agency agreement is the contract between a recruitment or staffing agency and the client company that uses its workers. It covers two related things that are worth keeping distinct: supplying temporary workers who stay on the agency's books while they work at the client, and permanent placement, where the agency finds a candidate the client then hires directly for a fee. The two models carry different risks, so a good agreement is clear about which it covers, and often covers both in separate sections. For temporary staffing, the key questions are who employs the worker, who pays them, who is responsible for their conduct and safety, and what the client pays the agency. For permanent placement, the key questions are the fee, when it is earned, and what happens if the hire does not work out or the client hires the candidate without going through the agency. Companies use staffing agencies to flex headcount up and down, to fill roles fast, and to try candidates before committing to a permanent hire. Agencies live on the fees. The agreement protects both: it secures the agency's fee against a client who might otherwise hire a candidate directly and avoid paying, and it protects the client against unclear charges, poor candidates and liability for workers it does not employ. This template is general information, not legal advice. Employment law, agency worker rules and the question of who is the legal employer vary sharply by country, so confirm the local position before you rely on it. ## A staffing agency agreement template you can copy ```
STAFFING AGENCY AGREEMENT Date: [date] Parties: [Agency name], of [address] ("Agency") [Client name], of [address] ("Client") 1. SERVICES The Agency will (a) supply temporary workers to the Client, and/or (b) introduce candidates for permanent engagement, as requested by the Client and confirmed in an assignment or introduction confirmation. 2. TEMPORARY WORKERS 2.1 Status: Temporary workers remain [employed / engaged] by the Agency and are not employees of the Client. The Agency pays their wages, taxes and statutory contributions. 2.2 Supervision: The Client directs and supervises the worker's day to day work and is responsible for their health and safety on site. 2.3 Charges: The Client pays the Agency [rate] per hour/day, covering the worker's pay plus the Agency margin, invoiced [weekly/monthly]. 3. PERMANENT PLACEMENT 3.1 Fee: If the Client engages an introduced candidate, the Client pays the Agency a fee of [percent of first year salary / fixed amount], due within [number] days of the start date. 3.2 Rebate: If the candidate leaves or is dismissed within [number] weeks, the Agency [refunds a scaled amount / provides a replacement] as set out in Schedule 1. 3.3 Introduction: A candidate is "introduced" when the Agency first sends their details. An introduction applies for [number] months. 4. CLIENT OBLIGATIONS The Client will give accurate role information, treat workers fairly and lawfully, not engage an introduced candidate off the books to avoid a fee, and tell the Agency promptly when a worker starts, changes or ends. 5. CONFIDENTIALITY AND NON-CIRCUMVENTION Each party keeps the other's information confidential. The Client will not, for [number] months, engage an introduced candidate directly or through a third party without paying the Agency's fee. 6. LIABILITY AND INDEMNITY The Agency is responsible for paying temporary workers correctly. The Client is responsible for the working conditions and supervision on site. Each party's liability is capped at [cap], with [carve-outs]. [State any indemnities, for example for unpaid wages or unsafe conditions.] 7. TERM AND TERMINATION This agreement runs from [date] and continues until ended on [number] days notice. Ending it does not affect fees already earned or assignments in progress, which continue under these terms. 8. GOVERNING LAW This agreement is governed by the law of [place]; disputes go to [arbitration / courts of [place]]. SIGNED by each party: ____________ Name/Title/Date Schedule 1: Rebate / replacement scale Schedule 2: Rate card
- No rebate on early leavers. Without a rebate or replacement clause, a client pays full fee for a hire who leaves in a month.
- A weak or missing non-circumvention clause. This is how agencies lose fees. Define introduction and set a clear protection period.
- Silence on who is liable for pay and safety. Unclear responsibility for unpaid wages or an unsafe site leads to each party pointing at the other.
- Open-ended introduction periods. A protection period that never ends is likely unenforceable and invites a dispute. Set a reasonable, defined window. ## How jurisdiction changes things In the UK, agency workers are protected by the Agency Workers Regulations, which give equal treatment on basic conditions after 12 weeks, and the Conduct Regulations restrict certain fees and terms, so the agreement must respect them. In India, engaging workers through an agency can bring the arrangement within the Contract Labour (Regulation and Abolition) Act and related labour codes, which affect licensing, wages and the principal employer's responsibilities, so check who is treated as the employer. In the United States, misclassifying workers and the doctrine of joint employment can make the client liable alongside the agency, and rules vary by state. Wherever you operate, the single biggest question is who the law treats as the employer, because getting that wrong shifts large liabilities onto the party that did not expect them. ## Keeping staffing terms consistent across many placements A staffing agency agreement is a framework that generates many smaller documents: assignment confirmations, rate cards, introduction records and rebate calculations, each one hanging off the master terms. The practical problem is proving, months later, when a candidate was introduced, what fee applies, and whether a rebate is due, when the answer is spread across a master agreement and a trail of confirmations. That ongoing work, drafting a master agreement with a clear non-circumvention clause and rebate scale, checking that an assignment confirmation matches the agreed rate card, editing terms as labour rules change, and keeping every confirmation linked to the master agreement with a clear date, is the same tracking job that runs across any company's contract base. It can live in one AI workspace tuned to how your company contracts, so the master terms and every placement under them stay connected and the current position is easy to read. [Adira](https://adiralaw.com) is built around that single-workspace idea. For a single placement the template above is enough on its own; the point worth keeping is that a staffing relationship only stays clean when the master agreement and the records under it stay in one place and in step.
Frequently asked questions
- Who employs a temporary worker, the agency or the client?
- In the standard temporary staffing model the worker stays employed or engaged by the agency, which pays their wages, taxes and statutory contributions, while the client directs their day to day work on site. The client is not the worker's legal employer, but is usually responsible for health and safety where the work happens. The exact position depends on local law, which can treat the client as a joint or principal employer in some cases, so the agreement should state status clearly and match the local rules.
- How is a permanent placement fee usually calculated?
- Most agencies charge either a percentage of the candidate's first year salary or a fixed amount, due a set number of days after the candidate starts. Tie the fee to the start date rather than the offer to avoid disputes. A rebate or replacement clause usually applies if the candidate leaves soon after joining, refunding part of the fee on a sliding scale or providing a free replacement.
- What is a non-circumvention clause and why does it matter?
- It stops a client who meets a candidate through the agency from hiring that candidate directly, or through another route, to avoid paying the agency's fee. It protects the agency's core business. To be enforceable it should define clearly when a candidate counts as introduced and set a reasonable protection period, for example a defined number of months, rather than an open-ended window.
- What is a rebate clause in a staffing agreement?
- A rebate clause protects the client if a placed candidate leaves or is dismissed shortly after starting. The agency refunds part of the placement fee on a sliding scale, usually larger the sooner the person leaves, or provides a replacement candidate at no extra fee. The scale is normally set out in a schedule, with cut-off periods such as the first few weeks after the start date.
- What labour rules affect staffing agency agreements?
- They vary a lot by country. The UK has the Agency Workers Regulations, which give equal treatment on basic conditions after 12 weeks, and the Conduct Regulations. India's Contract Labour law and labour codes can affect licensing and make the client a principal employer with responsibilities. The United States has worker classification and joint employment rules that differ by state. The key question everywhere is who the law treats as the employer, so confirm it for your jurisdiction.
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