Facility Agreement

This agreement governs the terms under which healthcare facilities access OvaShift's staffing marketplace and services.

1. Parties

This Facility Agreement ("Agreement") is entered into between OvaShift Inc. ("OvaShift") and the healthcare organization completing registration ("Facility"). By registering and posting shifts through the Platform, the Facility agrees to this Agreement.

2. Eligibility

Facilities must:

• Be a licensed healthcare organization in good standing under applicable state and federal law;
• Hold all required accreditations, certifications, and permits for the services they provide;
• Comply with CMS Conditions of Participation (where applicable) and Joint Commission standards;
• Have a valid National Provider Identifier (NPI) on file; and
• Designate an authorized representative with signatory authority for all OvaShift engagements.

3. Posting Shifts

3.1 Accuracy

The Facility is responsible for ensuring that each shift posting accurately describes the role, clinical unit, required certifications, start and end times, and any special requirements. Misleading postings that result in Workers being sent to unsuitable environments are a breach of this Agreement.

3.2 Compliance

All shifts must comply with applicable nurse-to-patient ratio laws, labor standards, and collective bargaining agreements (where applicable). OvaShift does not verify internal compliance with labor regulations — that responsibility rests solely with the Facility.

3.3 Urgent Shifts

Shifts marked "Urgent" may be subject to an urgent staffing surcharge as reflected in the billing schedule. Urgent designation is intended for genuine critical staffing gaps.

4. Staffing Rates & Billing

4.1 Bill Rate

The bill rate for each shift is displayed at the time of posting and is calculated as the Worker's base pay rate plus OvaShift's platform fee and applicable taxes. The confirmed bill rate is binding once a Worker claims the shift.

4.2 Invoicing

Invoices are issued on a weekly or bi-weekly basis (as selected during onboarding) covering all shifts completed and approved during the billing period. Invoices are delivered electronically and are payable within 15 days of invoice date.

4.3 Payment Method

Payment is processed by ACH debit or credit card through Stripe. Facilities must maintain valid payment method(s) on file. Past-due balances accrue interest at 1.5% per month after a 5-day grace period.

4.4 Disputed Charges

The Facility must notify OvaShift of any disputed charges within 10 business days of invoice date at billing@ovashift.com. Undisputed portions of an invoice remain payable by the due date.

5. Timesheet Approval

The Facility's designated supervisor must review and approve (or dispute) each Worker's timesheet within 24 hours of shift completion. If no action is taken within 24 hours, the timesheet is deemed approved and OvaShift will initiate Worker payment and invoice accordingly. Disputes raised after 24 hours will not prevent payment to Workers but may be addressed in the billing dispute process.

6. Supervision & Direction

Workers placed through OvaShift remain under the clinical supervision and direction of the Facility for the duration of each shift. The Facility is responsible for:

• Providing adequate orientation and safety briefings;
• Integrating Workers into the care team and chain of command;
• Providing access to required systems, equipment, and supplies; and
• Ensuring Workers are not assigned tasks outside their licensed scope of practice.

OvaShift is not responsible for clinical decisions made by Workers while under the Facility's supervision.

7. Background & Credential Verification

OvaShift verifies Workers' professional licenses, certifications, and background checks prior to their first shift. Verification information is made available to Facilities in the Worker's platform profile. Facilities should review Worker credentials before each shift and may decline to use a Worker for any legitimate, non-discriminatory reason.

OvaShift's verification services are provided as a convenience and do not constitute a guarantee or warranty of a Worker's competence, performance, or suitability for any particular clinical role.

8. No Direct Hire / Non-Circumvention

The Facility agrees not to directly hire or engage any Worker introduced through OvaShift for a period of 12 months following their last OvaShift-placed shift at the Facility, without OvaShift's prior written consent and payment of a conversion fee of $8,500 per Worker. This fee represents a reasonable estimate of OvaShift's recruitment and placement costs.

9. Business Associate Agreement

Where OvaShift has access to Protected Health Information (PHI) in connection with services provided to the Facility, the parties agree to the terms of OvaShift's standard Business Associate Agreement, which is incorporated by reference and available at /legal/hipaa. The Facility is the Covered Entity and OvaShift is the Business Associate for HIPAA purposes.

10. Insurance

OvaShift maintains workers' compensation coverage for Workers during their shifts. The Facility must maintain general liability and professional liability (malpractice) insurance with limits no less than $1 million per occurrence / $3 million aggregate, naming OvaShift as an additional insured upon request.

11. Indemnification

The Facility agrees to indemnify, defend, and hold harmless OvaShift from any claims arising from: (a) the Facility's clinical operations or patient care decisions; (b) the Facility's failure to comply with applicable laws; or (c) the Facility's breach of this Agreement. OvaShift agrees to indemnify the Facility for claims arising directly from OvaShift's gross negligence or willful misconduct.

12. Termination

Either party may terminate this Agreement with 30 days' written notice. OvaShift may terminate immediately for non-payment, material breach, or conduct that endangers Workers or patients. Termination does not affect outstanding invoices or obligations for completed shifts.

13. Governing Law

This Agreement is governed by the laws of the State of Texas. Disputes are subject to the arbitration provision in OvaShift's Terms of Service.

14. Contact

Facility support: facilities@ovashift.com · Billing: billing@ovashift.com · 528 Chelmsford Street, Floor 2, Lowell, MA 01851