DOMESTIC WORKER RECRUITMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Domestic Worker Recruitment Agreement (the "Agreement") is made and entered into this ________ day of _____________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, hereinafter referred to as the "Recruiter"
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Recruiter and the Client will be referred to collectively as the "Parties".
WITNESSETH:
WHEREAS, The Client wishes to retain the services of the Recruiter as defined below;
WHEREAS, The Recruiter has the skills, qualifications, and expertise required to provide such Domestic Worker Recruitment Services to Client;
WHEREAS, The Recruiter wishes to render such services to the Client.
NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein contained, the Parties agree as follows:
I. DOMESTIC WORKER RECRUITMENT SERVICES
The Recruiter shall render the Domestic Worker Recruitment Services in favor of the Client to find a Potential Domestic Worker for employment. In particular, the Potential Domestic Worker must possess the following specifications and qualifications:
1. At least finished elementary-level.
2. Must know how to cook meals.
3. Must know how to perform laundry work.
4. Must know how to perform gardening work.
5. Must know how to perform basic cleaning chores.
6. Must know how to perform nanny work or take care of children.
7. Must know the following chores and duties:
________
The Recruiter shall provide Potential Domestic Worker to the Client based on such specifications provided by the Client.
II. PERFORMANCE
The performance of the Domestic Worker Recruitment Services by the Recruiter shall require the use of their own knowledge, skill, expertise, and experience to search, seek, or scout Potential Domestic Workers.
In particular, the Recruiter agrees to perform the following:
1. The Recruiter shall conduct initial interviews to pre-screen Potential Domestic Workers.
2. The Recruiter shall determine the fitness to work of the Potential Domestic Worker, capability and the voluntariness to be employed as a Domestic Worker.
3. The Recruiter may use other activities as may be agreed upon by the Parties to determine the qualifications of the Potential Domestic Worker such as background checks such as obtaining NBI Clearances or Barangay Clearances.
4. The Recruiter shall be responsible for the examination of the health and physical well-being of the Potential Domestic Worker to determine fitness to work.
5. The Recruiter shall be responsible for the drug screening of the Potential Domestic Worker.
6. The Recruiter shall also obtain the necessary identification of the Potential Domestic Worker including but not limited to birth certificate, baptismal certificate, National ID, Social Security System (SSS) ID, Pag-ibig ID, Philhealth ID, or other acceptable government-issued identification.
7. The Recruiter shall be responsible for the preparation, drafting, and negotiation of the terms and conditions of employment between Potential Domestic Worker and the Client.
8. The Recruiter shall determine the appropriate wages of the Potential Domestic Worker, at least following the minimum wage of domestic workers in the area where they will be employed to be paid by the Client to the Domestic Worker.
The Domestic Worker Recruitment Services will be performed personally by the Recruiter.
III. OBLIGATIONS OF THE RECRUITER TO THE DOMESTIC WORKER
The Recruiter shall uphold the rights and take into consideration the wellbeing of Domestic Workers once they are employed.
In particular, the Recruiter agrees to perform the following:
1. The Recruiter shall assume the primary responsibility of ensuring the wellbeing of the Potential Domestic Worker from the time they are interviewed, engaged up to the time they are deployed to the Client's premises.
2. The Recruiter shall assist the Domestic Worker in case of grievances or complaints are raised or filed by the Domestic Worker.
3. The Recruiter shall ensure that the Domestic Worker will not be charged with deployment expenses.
IV. QUALITY OF SERVICES
In performing the Domestic Worker Recruitment Services, the Recruiter shall:
1. Use reasonable care and skill for a Recruiter in the performance of Domestic Worker Recruitment Services.
2. Ensure that the performance of the Domestic Worker Recruitment Services by the Recruiter to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any rights of a third party.
This shall not mean however that the Recruiter is liable for the failure of the Client to retain the employment of Potential Domestic Workers. There shall be no forfeiture of fees and such fees that are due and demandable shall remain as such notwithstanding the termination of employment of the Potential Domestic Worker in any period.
V. PERIOD
The Recruiter shall begin the work on the Domestic Worker Recruitment Services on ________ (the "Commencement Date") and will end on ________ (the "Completion Date").
VI. KEY DATES
The Recruiter must meet the following deadlines (the "Key Dates"):
________
VII. LOCATION
The Recruiter shall perform the Domestic Worker Recruitment Services at the following location:
________
VIII. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) (the "Service Fee") for the Domestic Worker Recruitment Services.
IX. PAYMENT
The Recruiter will be entitled to send an invoice every week.
The Client shall pay the Recruiter's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________
X. DEPLOYMENT EXPENSES
The Recruiter is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Domestic Worker Recruitment Services, including but not limited to deployment expenses to enable the Potential Domestic Worker to travel from their place of origin to the place of work, communication costs, cost of meals, subject to agreement from the Client that will be used for the performance of the Domestic Worker Recruitment Services, on top of the fees set out in this Agreement.
XI. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Recruiter shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Recruiter may also require the Client to pay for the Domestic Worker Recruitment Services, or any part of the Domestic Worker Recruitment Services, in advance and cease performance of the Domestic Worker Recruitment Services completely until payment is made, at the Recruiter's sole and exclusive discretion.
XII. 58255
822 525 588 8555228 2525882 52525 2588 825222222 552 258858882 22 25528 525 522 8558555228. 55528 8222825 5222 25 52858525 22 82 2585 82 252 888222 25 828558225 85588 82 252 8282 525 258858882 52822288888822 22 2585, 528228288282, 25288525 2552 522 5228885882 88255285822 25528 85588 82 2585 82 5882555282 8825 252 8588.
XIII. 825585 88252855885
855822 252 522525822 22 252 82228288 225225 82855822222 52588828, 252 888222 525282 525228 22:
________. 822225522 8825 252 828558225 225 52225822 2552 252 828558225 252 5258225882 5285852 828855822 852 222 8828225 22 252 252888822 25 52552822 22 252 82288288528228 225 252 82228288 225225 82855822222 52588828.
________. 25288525 522 82225252822 525/25 5285222252822 222525 82 252 828558225 52828522 22 252 522525822 22 252 82228288 225225 82855822222 52588828 25 2522222 225 252 522525822 22 82228288 225225 82855822222 52588828.
________. 8285852 522 82522 25 522228 22 252 888222 22 822225522 8825 525 588882 252 828558225 58 252 828558225 252 5285852.
XIV. TIME FOR PERFORMANCE
Time shall be of the essence in the performance by the Recruiter of its obligations under this Agreement. Any dates, periods, or times for performance specified under this Agreement are to be met and failure to do so shall be a breach of this Agreement by the Recruiter.
XV. CONFIDENTIALITY
Each Party hereby acknowledges and agrees that they and the other Party each possess certain non-public Confidential Information (as hereinafter defined) regarding their business operations and development, and personal details, circumstances, or situations. The Parties agree that the Confidential Information is secret and valuable to each of their respective businesses and personal circumstances and the Parties have entered into a business relationship, through which they will each have access to the other party's Confidential Information. Each of the Parties desires to maintain the secret and private nature of any Confidential Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.
Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
Confidential Information shall not mean any information which:
1. Is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party.
2. Is already known, through legal means, by the Receiving Party.
3. Is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions.
4. Is given to the Receiving Party by any third parties who legally had the Confidential Information and the right to disclose it.
5. Is developed independently by the Receiving Party and the Receiving Party can show such independent development.
Both Parties hereby agree that they shall:
1. Not disclose to a third party that they are in possession of such Confidential Information.
2. Not disclose the Confidential Information via any unauthorized means to any third parties or employees of Parties unless, as determined by the Disclosing Party, such third parties or employees are required to have knowledge of the Confidential Information for the purpose of this Agreement and that such third parties or employees have been advised of the confidential and proprietary nature of the Confidential Information.
3. Not copy or reproduce the Confidential Information or any part thereof except as may be required by this Agreement. Any copy or reproduction of the Confidential Information shall be the property of the Disclosing Party unless otherwise agreed upon in writing.
4. Not use the Confidential Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.
At the termination of this Agreement, the Disclosing Party may demand from the Receiving Party the immediate return of all documents and materials containing Confidential Information that was disclosed by the Disclosing Party within One (1) Month from the completion of the Domestic Worker Recruitment Services or upon receipt of a written request from the Disclosing Party. Said written request shall contain an enumeration or list of the documents or materials that should be returned by the Receiving Party. The Receiving Party shall provide a certification in writing that no copy of the Confidential Information has been retained by it.
XVI. LIMITATION OF LIABILITY
Unless otherwise provided in this Agreement, except in cases of death or personal injury caused by either Party's acts or negligence, either Party's liability in contract, quasi-delict, or otherwise arising or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to fees paid by the Client to Recruiter.
To the extent that it is lawful and unless otherwise provided in this Agreement, neither Party shall be liable to the other Party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including, but not limited to, economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
XVII. INDEMNITY
Except for any payment in settlement from any applicable insurance policy or policies, and to the extent permitted by law, each Party, (which for the purposes of this clause shall be referred to as the "Indemnifying Party" as the context requires) hereby respectively indemnifies, keeps indemnified, and holds harmless the other Party, as well as any of the other Party's employees, agents, officers, representatives, affiliates, and permitted successors and assigns, against any and all demands, claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal costs, and any other costs whatsoever which may arise out of:
1. Any act or omission of the Indemnifying Party in connection with this Agreement.
2. Any act or omission of any of the Indemnifying Party's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with Agreement.
3. The Domestic Worker Recruitment Services or anything provided for under this Agreement.
4. The relationship between the Recruiter and the Client.
The Indemnifying Party shall not be liable under the indemnity given under this provision where a court of competent jurisdiction, giving final judgment, holds that any loss, damage, or liability is the result of the gross negligence, willful misconduct, or bad faith of the other Party or of any of the other Party's employees, agents, officers, representatives, affiliates, or permitted successors or assigns.
XVIII. TERMINATION
This Agreement may be terminated as follows:
1. By either Party upon notice in writing:
A. If the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within Fifteen (15) Days.
B. If the other Party commits a material breach of any term of this Agreement and fails to remedy said breach within Fifteen (15) Days after receipt of a written request.
C. If the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
D. If the other Party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.
2. By the Recruiter if the Client fails to pay any requisite Fees. The Recruiter may terminate the Agreement immediately, with no notice period, in writing.
3. If this Agreement is terminated before the expiration of its natural term:
A. The Client hereby agrees to pay for all Domestic Worker Recruitment Services rendered up to the date of termination, and for any and all expenditures due for payment after the date of termination for commitments reasonably made and incurred by the Recruiter related to the performance of the Domestic Worker Recruitment Services prior to the date of termination.
B. The Recruiter will be entitled to enter the location or locations where the Domestic Worker Recruitment Services were undertaken strictly in order to recover any materials and/or equipment which are the property of the Recruiter.
Any termination of this Agreement under this provision shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this provision.
XIX. RELATIONSHIP OF THE PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, employment relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of the performance of the Domestic Worker Recruitment Services by Recruiter to Client under the terms and conditions herein.
XX. FORCE MAJEURE
Neither party shall be liable to the other for failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature, and natural disasters, and other acts which may be due to unforeseen events or though foreseen could not be reasonably avoided.
XXI. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XXII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXIV. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by Recruiter or Client. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth in the signatures of this document are different, the Agreement shall be considered effective as of the date that both Recruiter and Client signed the Agreement.
XXVI. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, Recruiter and Client agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXVII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXVIII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXIX. VENUE OF ACTION
All actions arising out of or by virtue of this Agreement shall be filed in the proper courts of the place of residence of either Parties.
XXX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Provider and Renter and supersedes all prior negotiations, representations, and agreements, either oral or written.
XXXI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Recruiter
By:
________
Authorized Representative
________
Client
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, as the duly authorized representative of ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Domestic Worker Recruitment Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
DOMESTIC WORKER RECRUITMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Domestic Worker Recruitment Agreement (the "Agreement") is made and entered into this ________ day of _____________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, hereinafter referred to as the "Recruiter"
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Recruiter and the Client will be referred to collectively as the "Parties".
WITNESSETH:
WHEREAS, The Client wishes to retain the services of the Recruiter as defined below;
WHEREAS, The Recruiter has the skills, qualifications, and expertise required to provide such Domestic Worker Recruitment Services to Client;
WHEREAS, The Recruiter wishes to render such services to the Client.
NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein contained, the Parties agree as follows:
I. DOMESTIC WORKER RECRUITMENT SERVICES
The Recruiter shall render the Domestic Worker Recruitment Services in favor of the Client to find a Potential Domestic Worker for employment. In particular, the Potential Domestic Worker must possess the following specifications and qualifications:
1. At least finished elementary-level.
2. Must know how to cook meals.
3. Must know how to perform laundry work.
4. Must know how to perform gardening work.
5. Must know how to perform basic cleaning chores.
6. Must know how to perform nanny work or take care of children.
7. Must know the following chores and duties:
________
The Recruiter shall provide Potential Domestic Worker to the Client based on such specifications provided by the Client.
II. PERFORMANCE
The performance of the Domestic Worker Recruitment Services by the Recruiter shall require the use of their own knowledge, skill, expertise, and experience to search, seek, or scout Potential Domestic Workers.
In particular, the Recruiter agrees to perform the following:
1. The Recruiter shall conduct initial interviews to pre-screen Potential Domestic Workers.
2. The Recruiter shall determine the fitness to work of the Potential Domestic Worker, capability and the voluntariness to be employed as a Domestic Worker.
3. The Recruiter may use other activities as may be agreed upon by the Parties to determine the qualifications of the Potential Domestic Worker such as background checks such as obtaining NBI Clearances or Barangay Clearances.
4. The Recruiter shall be responsible for the examination of the health and physical well-being of the Potential Domestic Worker to determine fitness to work.
5. The Recruiter shall be responsible for the drug screening of the Potential Domestic Worker.
6. The Recruiter shall also obtain the necessary identification of the Potential Domestic Worker including but not limited to birth certificate, baptismal certificate, National ID, Social Security System (SSS) ID, Pag-ibig ID, Philhealth ID, or other acceptable government-issued identification.
7. The Recruiter shall be responsible for the preparation, drafting, and negotiation of the terms and conditions of employment between Potential Domestic Worker and the Client.
8. The Recruiter shall determine the appropriate wages of the Potential Domestic Worker, at least following the minimum wage of domestic workers in the area where they will be employed to be paid by the Client to the Domestic Worker.
The Domestic Worker Recruitment Services will be performed personally by the Recruiter.
III. OBLIGATIONS OF THE RECRUITER TO THE DOMESTIC WORKER
The Recruiter shall uphold the rights and take into consideration the wellbeing of Domestic Workers once they are employed.
In particular, the Recruiter agrees to perform the following:
1. The Recruiter shall assume the primary responsibility of ensuring the wellbeing of the Potential Domestic Worker from the time they are interviewed, engaged up to the time they are deployed to the Client's premises.
2. The Recruiter shall assist the Domestic Worker in case of grievances or complaints are raised or filed by the Domestic Worker.
3. The Recruiter shall ensure that the Domestic Worker will not be charged with deployment expenses.
IV. QUALITY OF SERVICES
In performing the Domestic Worker Recruitment Services, the Recruiter shall:
1. Use reasonable care and skill for a Recruiter in the performance of Domestic Worker Recruitment Services.
2. Ensure that the performance of the Domestic Worker Recruitment Services by the Recruiter to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any rights of a third party.
This shall not mean however that the Recruiter is liable for the failure of the Client to retain the employment of Potential Domestic Workers. There shall be no forfeiture of fees and such fees that are due and demandable shall remain as such notwithstanding the termination of employment of the Potential Domestic Worker in any period.
V. PERIOD
The Recruiter shall begin the work on the Domestic Worker Recruitment Services on ________ (the "Commencement Date") and will end on ________ (the "Completion Date").
VI. KEY DATES
The Recruiter must meet the following deadlines (the "Key Dates"):
________
VII. LOCATION
The Recruiter shall perform the Domestic Worker Recruitment Services at the following location:
________
VIII. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) (the "Service Fee") for the Domestic Worker Recruitment Services.
IX. PAYMENT
The Recruiter will be entitled to send an invoice every week.
The Client shall pay the Recruiter's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________
X. DEPLOYMENT EXPENSES
The Recruiter is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Domestic Worker Recruitment Services, including but not limited to deployment expenses to enable the Potential Domestic Worker to travel from their place of origin to the place of work, communication costs, cost of meals, subject to agreement from the Client that will be used for the performance of the Domestic Worker Recruitment Services, on top of the fees set out in this Agreement.
XI. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Recruiter shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Recruiter may also require the Client to pay for the Domestic Worker Recruitment Services, or any part of the Domestic Worker Recruitment Services, in advance and cease performance of the Domestic Worker Recruitment Services completely until payment is made, at the Recruiter's sole and exclusive discretion.
XII. 58255
822 525 588 8555228 2525882 52525 2588 825222222 552 258858882 22 25528 525 522 8558555228. 55528 8222825 5222 25 52858525 22 82 2585 82 252 888222 25 828558225 85588 82 252 8282 525 258858882 52822288888822 22 2585, 528228288282, 25288525 2552 522 5228885882 88255285822 25528 85588 82 2585 82 5882555282 8825 252 8588.
XIII. 825585 88252855885
855822 252 522525822 22 252 82228288 225225 82855822222 52588828, 252 888222 525282 525228 22:
________. 822225522 8825 252 828558225 225 52225822 2552 252 828558225 252 5258225882 5285852 828855822 852 222 8828225 22 252 252888822 25 52552822 22 252 82288288528228 225 252 82228288 225225 82855822222 52588828.
________. 25288525 522 82225252822 525/25 5285222252822 222525 82 252 828558225 52828522 22 252 522525822 22 252 82228288 225225 82855822222 52588828 25 2522222 225 252 522525822 22 82228288 225225 82855822222 52588828.
________. 8285852 522 82522 25 522228 22 252 888222 22 822225522 8825 525 588882 252 828558225 58 252 828558225 252 5285852.
XIV. TIME FOR PERFORMANCE
Time shall be of the essence in the performance by the Recruiter of its obligations under this Agreement. Any dates, periods, or times for performance specified under this Agreement are to be met and failure to do so shall be a breach of this Agreement by the Recruiter.
XV. CONFIDENTIALITY
Each Party hereby acknowledges and agrees that they and the other Party each possess certain non-public Confidential Information (as hereinafter defined) regarding their business operations and development, and personal details, circumstances, or situations. The Parties agree that the Confidential Information is secret and valuable to each of their respective businesses and personal circumstances and the Parties have entered into a business relationship, through which they will each have access to the other party's Confidential Information. Each of the Parties desires to maintain the secret and private nature of any Confidential Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.
Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
Confidential Information shall not mean any information which:
1. Is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party.
2. Is already known, through legal means, by the Receiving Party.
3. Is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions.
4. Is given to the Receiving Party by any third parties who legally had the Confidential Information and the right to disclose it.
5. Is developed independently by the Receiving Party and the Receiving Party can show such independent development.
Both Parties hereby agree that they shall:
1. Not disclose to a third party that they are in possession of such Confidential Information.
2. Not disclose the Confidential Information via any unauthorized means to any third parties or employees of Parties unless, as determined by the Disclosing Party, such third parties or employees are required to have knowledge of the Confidential Information for the purpose of this Agreement and that such third parties or employees have been advised of the confidential and proprietary nature of the Confidential Information.
3. Not copy or reproduce the Confidential Information or any part thereof except as may be required by this Agreement. Any copy or reproduction of the Confidential Information shall be the property of the Disclosing Party unless otherwise agreed upon in writing.
4. Not use the Confidential Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.
At the termination of this Agreement, the Disclosing Party may demand from the Receiving Party the immediate return of all documents and materials containing Confidential Information that was disclosed by the Disclosing Party within One (1) Month from the completion of the Domestic Worker Recruitment Services or upon receipt of a written request from the Disclosing Party. Said written request shall contain an enumeration or list of the documents or materials that should be returned by the Receiving Party. The Receiving Party shall provide a certification in writing that no copy of the Confidential Information has been retained by it.
XVI. LIMITATION OF LIABILITY
Unless otherwise provided in this Agreement, except in cases of death or personal injury caused by either Party's acts or negligence, either Party's liability in contract, quasi-delict, or otherwise arising or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to fees paid by the Client to Recruiter.
To the extent that it is lawful and unless otherwise provided in this Agreement, neither Party shall be liable to the other Party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including, but not limited to, economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
XVII. INDEMNITY
Except for any payment in settlement from any applicable insurance policy or policies, and to the extent permitted by law, each Party, (which for the purposes of this clause shall be referred to as the "Indemnifying Party" as the context requires) hereby respectively indemnifies, keeps indemnified, and holds harmless the other Party, as well as any of the other Party's employees, agents, officers, representatives, affiliates, and permitted successors and assigns, against any and all demands, claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal costs, and any other costs whatsoever which may arise out of:
1. Any act or omission of the Indemnifying Party in connection with this Agreement.
2. Any act or omission of any of the Indemnifying Party's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with Agreement.
3. The Domestic Worker Recruitment Services or anything provided for under this Agreement.
4. The relationship between the Recruiter and the Client.
The Indemnifying Party shall not be liable under the indemnity given under this provision where a court of competent jurisdiction, giving final judgment, holds that any loss, damage, or liability is the result of the gross negligence, willful misconduct, or bad faith of the other Party or of any of the other Party's employees, agents, officers, representatives, affiliates, or permitted successors or assigns.
XVIII. TERMINATION
This Agreement may be terminated as follows:
1. By either Party upon notice in writing:
A. If the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within Fifteen (15) Days.
B. If the other Party commits a material breach of any term of this Agreement and fails to remedy said breach within Fifteen (15) Days after receipt of a written request.
C. If the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
D. If the other Party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.
2. By the Recruiter if the Client fails to pay any requisite Fees. The Recruiter may terminate the Agreement immediately, with no notice period, in writing.
3. If this Agreement is terminated before the expiration of its natural term:
A. The Client hereby agrees to pay for all Domestic Worker Recruitment Services rendered up to the date of termination, and for any and all expenditures due for payment after the date of termination for commitments reasonably made and incurred by the Recruiter related to the performance of the Domestic Worker Recruitment Services prior to the date of termination.
B. The Recruiter will be entitled to enter the location or locations where the Domestic Worker Recruitment Services were undertaken strictly in order to recover any materials and/or equipment which are the property of the Recruiter.
Any termination of this Agreement under this provision shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this provision.
XIX. RELATIONSHIP OF THE PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, employment relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of the performance of the Domestic Worker Recruitment Services by Recruiter to Client under the terms and conditions herein.
XX. FORCE MAJEURE
Neither party shall be liable to the other for failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature, and natural disasters, and other acts which may be due to unforeseen events or though foreseen could not be reasonably avoided.
XXI. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XXII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXIV. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by Recruiter or Client. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth in the signatures of this document are different, the Agreement shall be considered effective as of the date that both Recruiter and Client signed the Agreement.
XXVI. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, Recruiter and Client agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXVII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXVIII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXIX. VENUE OF ACTION
All actions arising out of or by virtue of this Agreement shall be filed in the proper courts of the place of residence of either Parties.
XXX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Provider and Renter and supersedes all prior negotiations, representations, and agreements, either oral or written.
XXXI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Recruiter
By:
________
Authorized Representative
________
Client
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, as the duly authorized representative of ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Domestic Worker Recruitment Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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