DocuSign Envelope ID: 2BCB347C-B8E0-4273-BAAD-FCF78EBE0886

HEALTHCHEX STAFFING LLC AGENCY CONTRACT

17th September
This Agreement is entered into on the day of ____________, 2023 between
Julius Pam Dadon
__________________________ (hereinafter "the Nurse") and HEALTHCHEX STAFFING, LLC,
a North Carolina Company (hereinafter "HEALTHCHEX ").

Recitals

1. HEALTHCHEX desires to recruit skilled healthcare professionals such as the Nurse for
employment at healthcare facilities in the United States.

2. The Nurse desires to immigrate to the United States and work at healthcare facilities in
the United States performing skilled healthcare professional services.

3. HEALTHCHEX seeks to aid the Nurse in completing the necessary steps in the
immigration, licensure and relocation processes, that will allow the Nurse to obtain an
employment-based visa to work at healthcare facilities (“Client Facility”) in the United
States that contract with HEALTHCHEX.

Agreement

Now, therefore, HEALTHCHEX and the Nurse has entered into this Agreement and agree to the
following terms and conditions in consideration of the promises contained herein and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged.

I. OBLIGATION OF HEALTHCHEX
A. Sponsorship. HEALTHCHEX will assist with and sponsor the Nurse for an employment-
based visa to work in the United States. This includes assisting in the immigration visa
application process and paying the associated fees on behalf of the Nurse, subject to the
conditions set forth herein. The Nurse will not be responsible for payment for any activity
related to obtaining the United States Labor Department certification, and attorney fees
associated with obtaining said certification. The Nurse will be responsible for the costs
and expenses associated with applying for the immigration visa, including, but not limited
to, costs of the interview, medical examination, document translation, photograph, and
fingerprinting.

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B. National Council Licensure Examination Preparation. After the Nurse’s credentials

have been validated, HEALTHCHEX will enroll the Nurse in a National Licensure
examination (NCLEX) preparation course to support the Nurse in passing the NCLEX.
Sponsorship for taking the NCLEX is contingent on a passing score on the NCLEX
preparation course assessment or mock exam.
C. HEALTHCHEX Transition Course. Upon issuance of a valid immigration visa and
relocation to the United States, HEALTHCHEX may require the Nurse to participate in a
HEALTHCHEX Transition Course (HTC). The HTC generally lasts from four (4) to six (6)
weeks and consists of two parts: (1) a cultural transition component; and, (2) a clinical
transition component.
The cultural transition component provides an overview of American values and cultural
attitudes and assistance in navigating American institutions. Topics covered in the
cultural transition component will include:
1. Assisting the Nurse with navigating housing, transportation, grocery shopping,
schools, places of worship, medical facilities, police and fire departments, and
other community resources.
2. Providing economic and financial education to help prepare the Nurse for financial
literacy in the United States; and for understanding how money, debt, assets and
taxes may impact their decisions and how to optimize their income based on their
desired goals.
3. Assisting the Nurse with completing forms and applications for obtaining a social
security card, driver’s license, and establishing bank accounts.

The clinical transition component provides comprehensive clinical content designed to

help the Nurse integrate successfully into their new clinical assignment. Topics covered
in the clinical transition component will include:
1. Differences in United States clinical practice from the Nurse’s home country.
2. Clinical information specific to the Nurse’s assignment.
3. Completion of required certifications such as BLS, ACLS, etc.
4. Electronic Health records documentation
5. Privacy and confidentiality
6. Communication and workplace norms
D. Expenditures on Behalf of the Nurse. HEALTHCHEX will cover the costs for the
NCLEX preparation course and for the NCLEX. HEALTHCHEX will pay for an economy
class ticket to the HTC location, pay for housing and HTC-required transportation during
the HTC. During the clinical transition component HEALTHCHEX may pay the Nurse a
stipend in accordance with applicable United States and state law minimum wage

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standards. Expenses paid by HEALTHCHEX on behalf of the Nurse and are reimbursable
to HEALTHCHEX, in accordance with applicable laws, will be payable on a set date to
allow for the outstanding balance due to be paid in full within 12 months of invoicing.
HEALTHCHEX will maintain and record these expenditures and once a job offer has led
to an assignment for the Nurse, HEALTHCHEX will provide the Nurse with an itemized
invoice of the full balance due. HEALTHCHEX will set-up a repayment schedule for the
Nurse to make regular scheduled payments to allow for the outstanding balance due to
be paid in full within 12 months from invoicing. In the event that either the Nurse or
HEALTHCHEX terminate this Agreement, in accordance with Section III, the balance of
all reimbursable expenses is due immediately and payable to HEALTHCHEX, in
accordance with applicable laws.
E. Advancement of Funds. Solely at its discretion, HEALTHCHEX may elect to advance
funds to the Nurse upon the Nurse’s request to assist the Nurse with the Nurse’s personal
financial obligations. HEALTHCHEX will maintain and record the amount of each cash
advancement and once a job offer has led to an assignment for the Nurse,
HEALTHCHEX will provide the Nurse with an itemized invoice of the full balance due.
HEALTHCHEX will set-up a repayment schedule for the Nurse to make regular scheduled
payments to allow for the outstanding balance due to be paid in full within 12 months from
invoicing. In the event that either the Nurse or HEALTHCHEX terminate this Agreement,
in accordance with Section III, the balance of all advanced funds is due immediately and
payable to HEALTHCHEX, in accordance with applicable laws.

II. OBLIGATION OF THE NURSE

A. Employment Status in Home Country. Prior to the Nurse’s relocation to the United
States, the Nurse must maintain fulltime employment in the Nurse’s field of work and in
an applicable healthcare setting that meets HEALTHCHEX’s screening and selection
criteria (“Original Employment”). Prior to making any change in the Nurse’s Original
Employment, the Nurse must notify their assigned HEALTHCHEX Recruiting Specialist
and obtain written permission from HEALTHCHEX to make a change to their Original
Employment, or any changes in their employment status.
B. Personal and Familial Status Changes. Once the immigration visa process has started,
the Nurse will keep HEALTHCHEX updated at all times regarding any change in the
Nurse’s personal or familial status. The Nurse must immediately notify their assigned
HEALTHCHEX Recruiting Specialist after becoming aware of any medical condition or
any change in the Nurse’s state of physical, mental, or emotional health which may
adversely affect the Nurse’s abilities to perform the duties of a skilled healthcare
professional in the Nurse’s field of work. The Nurse must immediately notify their
assigned HEALTHCHEX Recruiting Specialist if they get married or have children during
any step of the immigration process.
C. Providing Documents and Meeting Requirements. The Nurse must provide
HEALTHCHEX with all of the required certificates/documents/transcripts necessary to

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obtain an immigration visa, fulfill any requirements that may be deemed necessary by the
United States authorities to obtain such visa. The Nurse must cooperate fully with the
United States authorities to qualify for an immigration visa, including, but not limited to,
English language tests or any Certificate of Educational qualifications deemed
necessary. The Nurse must fully complete and submit all relevant applications and
documents necessary for the Nurse to take the National Licensure examination (NCLEX)
as soon as possible. If the Nurse already holds a valid United States nursing license, the
Nurse must provide the required documents and applications for endorsements as
needed, including maintaining a valid English language examination score.
D. Licensure Testing and Re-Testing. The Nurse must take and achieve a passing score
on the (NCLEX). HEALTHCHEX will cover the cost of the NCLEX. If the Nurse fails to
achieve a passing score on the NCLEX, HEALTHCHEX may allow the Nurse to re-take
the examination. The decision to allow the Nurse to retake the NCLEX is made solely by
HEALTHCHEX on a case-by-case basis. It is dependent on the Nurse’s commitment to
the NCLEX preparation course, progress during the NCLEX preparation course, and
review of the NCLEX Candidate Performance Report (CPR). If the Nurse fails to achieve
a passing score on the NCLEX after the 2nd attempt, HEALTHCHEX may terminate this
Agreement, in accordance with Section III.
E. Assignment to a Client Facility. After successfully passing the NCLEX and accepting
a job offer, HEALTHCHEX will facilitate relocation for the Nurse to an assigned Client
Facility. The Nurse will be assigned to work for a Client Facility based on the Nurse’s
specific skills and the Client Facility’s staffing needs. In its sole discretion, HEALTHCHEX
may consider the Nurse’s preference in determining the assigned Client Facility location.
HEALTHCHEX, however, retains sole discretion in selecting the assigned Client Facility.
HEALTHCHEX will facilitate transportation from the location of the Nurse to the Client
Facility location. HEALTHCHEX may assist the Nurse with securing housing at the
assignment location.
The Nurse understands and agrees that the Nurse may be required to work varying shifts
and varying hours, including night shifts. The Nurse further understands and agrees that
the Nurse may be required to float or transfer to another area, floor, or affiliated location
of the Client Facility, and the Nurse specifically agrees to accept and perform all such
assignments.
F. Accepting an Assignment. Once the Nurse has accepted an assignment, the Nurse
agrees to fulfill the conditions of the Initial Employment Period with the assigned Client
Facility. Under the terms of the Initial Employment Period, the Nurse is committed to
working at the assigned Client Facility for a minimum of 5,616 hours or the equivalent of
three (3) years. The Initial Employment Period commences on the date the Nurse first
starts working at the assigned Client Facility and continues until the Nurse works a
minimum of 5,616 hours or the equivalent of three (3) years. The Initial Employment
Period does not create any limitations on the Nurse’s employment under this Agreement
beyond the contracted period.

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G. Requesting Transfer to a New Client Facility. After completing at least one hundred
eighty (180) days of active employment (i.e., actual hours worked, exclusive of on-call
hours, vacation, sick leave, or other leave during which the Nurse did not actually work)
at the assigned Client Facility, the Nurse may request a transfer to a new Client Facility.
Requests for transfer to a new Client Facility will be considered at the sole discretion of
HEALTHCHEX and upon mutual agreement between HEALTHCHEX and the original
assigned Client Facility.
The hours worked towards the Initial Employment Period at the original Client Facility are
not transferrable to the new Client Facility. Transferring to a new Client Facility will result
in an increase in the number of hours necessary to complete the Initial Employment
Period. The Initial Employment Period will start again on the date the Nurse first starts
working at the new Client Facility and continues until the Nurse works a minimum of 5,616
hours or the equivalent of three (3) years at the new Client Facility.
H. Delivery of Services at an Assigned Client Facility. The Nurse agrees to perform
skilled professional healthcare services at the Client Facility in a manner consistent with
any policies and procedures of the Client Facility.
The Nurse will report to work at the assigned Client Facility on the date and time specified
by HEALTHCHEX and the Client Facility based on the offer of employment. thereafter
will report to work at all days and times the Client Facility schedules the Nurse to work.

III. TERMINATION UNDER THE AGREEMENT

A. Termination by HEALTHCHEX. HEALTHCHEX may terminate the Nurse’s assignment
upon written notice to the Nurse. HEALTHCHEX may terminate the Nurse’s assignment
for Cause under the following, but not limited conditions:
1. The Nurse fails to participate in the NCLEX preparation course.
2. The Nurse fails to adhere to HEALTHCHEX’s required timeframe for participation
in the NCLEX preparation course.
3. The Nurse fails to meet the NCLEX preparation course readiness standards
during their practice exams.
4. The Nurse fails to achieve a passing score on the NCLEX, fails to re-take the
examination or again fails to achieve a passing score on the subsequent
examination.
5. The Nurse fails to interview in good faith for all placement opportunities provided
by HEALTHCHEX within the Initial Employment Period.
6. The Nurse fails to accept a transfer to a new location or new assigned Client
Facility within the Initial Employment Period.
7. The Nurse makes any change in their Original Employment from the time of
execution of the Agreement and prior to relocation to the United States without
written authorization from HEALTHCHEX.
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8. The Nurse fails to relocate to the United States.

9. The Nurse is found to have falsified any information given by employee to
HEALTHCHEX related to credential, identity, education, or work experience.
10. The Nurse fails to perform any obligations under this Agreement.
B. Termination by the Nurse. In the event the Nurse believes that HEALTHCHEX has
failed to perform any material obligation of this Agreement, the Nurse must give written
notice of such failure to their assigned HEALTHCHEX Recruiting Specialist. If, after a
reasonable investigation by HEALTHCHEX, a determination is made by HEALTHCHEX’s
President or authorized designee that HEALTHCHEX has failed to perform any such
material obligation, HEALTHCHEX will be given one hundred eighty (180) days of receipt
of the investigation findings, to correct or cure such failure. If after the one hundred eighty
(180) days HEALTHCHEX has not corrected or cured such failure, the Nurse may
terminate this Agreement for Good Reason upon written notice and without further
obligation to HEALTHCHEX or the Client Facility, and subsequently HEALTHCHEX will
have no further obligation to the Nurse.
Should the Nurse terminate this Agreement prior to the completion of the 180-day cure
period or should HEALTHCHEX determine that it had satisfied its obligations under the
Agreement, and the Nurse still terminates the Agreement, the Nurse’s termination will be
considered to be without Good Reason. The Nurse acknowledges and agrees that the
Nurse’s termination of this Agreement without Good Reason is a breach of the
Agreement, and that HEALTHCHEX will have suffered damages as a result of the
Nurse’s breach.
Should the Nurse terminate this Agreement after relocating to the United States and prior
to the completion of the Initial Employment Period, as defined in Section II(F) and Section
II(G), the Nurse’s termination will be considered to be without Good Reason. The Nurse
acknowledges and agrees that the Nurse’s termination of this Agreement without Good
Reason is a breach of the Agreement, and that HEALTHCHEX will have suffered
damages as a result of the Nurse’s breach.
C. Breach. If the Nurse is terminated for Cause or if the Nurse terminates the Agreement
without Good Reason, the Nurse acknowledges and agrees that the Nurse has failed to
perform their part of the Agreement and as such is in breach of the Agreement, and that
HEALTHCHEX will have suffered damages as a result of the breach.
The Nurse understands and acknowledges that HEALTHCHEX has made significant cost
investments and expenditures in support of the Nurse’s sponsorship. These costs include
training, credentialing, licensure, travel, cost of living and incidentals, in consideration of
the Nurse’s agreement to remain employed with an assigned Client Facility for at least
the Initial Employment Period. The Nurse acknowledges and agrees that if the Nurse is
terminated for Cause or if the Nurse terminates the Agreement without Good Reason at
any time after relocation to the United States, but prior to the completion of the Initial
Employment Period, HEALTHCHEX will have suffered damaged not only by the loss of

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its investment in support for the Nurse, but also HEALTHCHEX may incur costs related
to the replacement of the Nurse’s services at the Client Facility, including, penalties that
may be imposed by the Client Facility for the Nurse’s early termination of the assignment.
D. Damages. If the Nurse breaches this Agreement, the Nurse will be liable to
HEALTHCHEX for damages, to the extent permissible by applicable laws. Costs incurred
related to the Nurse’s sponsorship may range from $25,000 to $50,000 depending on
what stage in the process the Nurse has breached the Agreement. In addition,
HEALTHCHEX may be entitled to recover reasonable legal fees and costs, incurred in
pursuit of any legal remedy for the Nurse’ breach.

IV. INDEMNIITY
The Nurse agrees to indemnify and hold harmless HEALTHCHEX for all costs, fees,
expenses, fines, or judgments incurred in any claims, suits, charges, administrative
investigations, or any other legal action taken against HEALTHCHEX resulting from any
misrepresentations made by the Nurse related to the Nurse’s education, license, certification,
identity, or job experience.

V. DISPUTES
If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute
cannot be settled through negotiation, the parties agree first to try in good faith to settle the
dispute by mediation administered by the American Arbitration Association under its
Commercial Mediation Procedures before resorting to arbitration, litigation, or some other
dispute resolution procedure.

VI. CHOICE OF LAW

This Agreement shall be construed in accordance with North Carolina law, without regard to
any jurisdiction’s principles of conflict of laws.

VII. CHOICE OF VENUE

Venue for any mediation, arbitration or litigation brought to enforce this Agreement will lie
exclusively in the United States District Court, Western District of North Carolina, Charlotte
Division, or in the Circuit or County Court in Union County, North Carolina or the federal
courts located in Mecklenburg County, North Carolina. In any action brought to enforce this
Agreement, the substantially prevailing party shall be entitled to recover reasonable legal
fees and costs, and the action shall be tried to a court without a jury.

VIII. COMPLETE UNDERSTANDING OF THE AGREEMENT

The terms of this Agreement embody the entire understanding and agreement between the
Nurse and HEALTHCHEX and supersedes any prior agreements or understandings, whether
oral or written, between the Nurse and HEALTHCHEX relating to the subject matter hereof.

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The Nurse acknowledges that HEALTHCHEX has not made any, and makes no, promises,
representations, covenants, or undertakings other than those expressly set forth herein.

IX. MODIFICTIONS
It is understood between the Nurse and HEALTHCHEX that this Agreement contains the
entire understanding of the parties, and no change or modification of this Agreement will be
valid unless the same be in writing and signed by all the parties hereto.

X. CONFIDENTIALITY
The Nurse will not disclose to others, use, or publish any of HEALTHCHEX’s trade secrets
or other proprietary information, including but not limited to, information pertaining to
HEALTHCHEX’s recruitment, placement, transitioning processes, or confidential information
related to the business of HEALTHCHEX or its Clients, either during the term of this
Agreement or after its termination for whatever reason. Upon the termination of the
Agreement for any reason, the Nurse will not take from, and promptly will return to
HEALTHCHEX within five (5) days, any clinical training materials, transition materials, flow
charts, or other books, forms, records, or documents whatsoever or reproductions thereof
and any and all other information belonging to HEALTHCHEX, including, but not limited to,
information and documents of a proprietary, secret, or confidential nature relating to the
business or operations of HEALTHCHEX.
For the purpose of this Agreement “Confidential Information” will mean all materials and
information related to or associated with HEALTHCHEX’s service, products, business or
activities; propriety computer software or data; marketing plans or techniques; client lists,
client information, pricing information, information related to finance, accounting, sales,
personnel and management; and information related to supplier lists, price lists, costs of
goods and service and maintenance; referral and recruiting methods, sources and contacts;
and trade secrets (as that term is defined in the Uniform Trade Secrets Act and modified to
conform to applicable state trade secret laws or common law).
Pursuant to the federal Defend Trade Secrets Act of 2016, the Nurse will not be held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a
trade secret that: (i) is made in confidence to a federal, state, or local government official,
either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating
a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal. Moreover, if the Nurse files a lawsuit
for retaliation by HEALTHCHEX for reporting a suspected violation of law, the Nurse may
disclose a trade secret to the Nurse’s attorney and use the trade secret information in the
court proceeding; provided, however that the Nurse: (i) will file any document containing the
trade secret under seal; and (ii) will not disclose the trade secret, except pursuant to a court
order.

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XI. NOTICE
Unless otherwise indicated in this Agreement, all notices or other communications are
required in writing. Notices will be deemed effective and complete when either emailed, hand
delivered to the party or when deposited with the United State Postal Service, certified mail
return receipt requested, addressed to the recipient party at the address provided below or
at such other address as the recipient may designate in writing:

HEALTHCHEX STAFFING, LLC: The Nurse:

Julius Pam Dadon
Authorized Representative _______________________________
Gate 4, Jos University Teaching Hospital, Lamingo,Jo
14039 Independence Blvd, _______________________________
Indian Trail, NC 28079 G.R.A Jos South LGA, Plateau State, Nigeria
_______________________________
dadonpam@gmail.com
info@healthchexstaffing.com _______________________________

XII. SIGNATURES
The Nurse acknowledges that they have read and understands all of the terms of this Agreement
and agrees to abide by its terms and conditions. The Nurse further acknowledges the Nurse has
not signed a contract with another agency to attempt to gain employment in the United State.
The Nurse also agrees to execute an identical Agreement upon arrival in the United States.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.

HEALTHCHEX STAFFING, LLC THE NURSE

__________________________________ _________________________________
Signature Signature

Julius Pam Dadon

Marie Adeniyi_______________________ _________________________________
Print Name Print Name
Title: _____CEO_____________________

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