Recruitment Agreement

RECRUITMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This 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 -

________, 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 "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 Client is engaged in the following business or trade:

________

WHEREAS, The Recruiter has the skills, qualifications, and expertise required to provide such Recruitment Services to Client;

WHEREAS, The Recruiter wishes to render such services to client.

NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein contained, the Parties agree as follows:

I. RECRUITMENT SERVICES

The Recruiter shall render the Recruitment Services in favor of the Client to find a Potential Candidate for employment. In particular, the Potential Candidate must possess the following specifications and qualifications:

________

The Recruiter shall provide Potential Candidates to the Client based on such specifications provided by the Client.

II. PERFORMANCE

The performance of the Recruitment Services by the Recruiter shall require the use of its own knowledge, skill, expertise, and experience to search, seek, or scout Potential Candidates. The Recruiter shall conduct initial interviews to pre-screen Potential Candidates and may use other activities as may be agreed upon by the Parties to determine the qualifications of the Potential Candidates such as background checks, credit checks, employment examinations, or drug screening.

The Recruitment Services will be performed personally by the Recruiter.

III. QUALITY OF SERVICES

In performing the Recruitment Services, the Recruiter shall:

1. Use reasonable care and skill for a Recruiter in the performance of Recruitment Services; and

2. Ensure that the performance of the 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 Candidates. 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 Candidate in any period.

IV. PERIOD

The Recruiter shall begin the work on the Recruitment Services on ________ (the "Commencement Date") and will end on ________ (the "Completion Date").

V. MINIMUM REQUIRED TIME

The Recruiter shall devote the following amount of time (the "Minimum Required Time") for the performance of the Recruitment Services under the terms of this Agreement:

________

The Recruiter shall keep the Client apprised of how much time is being spent on the performance of the Recruitment Services. The Recruiter shall provide a breakdown of time upon the Client's request. If the Recruiter dedicates more than the Minimum Required Time to performing the Recruitment Services, the Fees, as described below, shall not be increased unless prior written approval is given by the Client and such increase has been agreed upon by the Parties.

VI. KEY DATES

The Recruiter must meet the following deadlines (the "Key Dates"):

________

VII. LOCATION

The Recruiter shall perform the Recruitment Services at the following location (the "Location"):

________;

VIII. SERVICE FEES

The Client shall pay a fixed fee of ________ (₱________) (the "Service Fee") for the 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. MATERIALS, COSTS, AND DISBURSEMENTS

The Recruiter is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Recruitment Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the 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 Recruitment Services, or any part of the Recruitment Services, in advance and cease performance of the Recruitment Services completely until payment is made, at the Recruiter's sole and exclusive discretion.

XII. TAXES

Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by the Client or Recruiter shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.

XIII. CLIENT OBLIGATIONS

During the rendering of the Recruitment Services, the Client hereby agrees to:

1. Cooperate with the Recruiter for anything that the Recruiter may reasonably require including but not limited to the provision or updating of the specifications for the Recruitment Services;

2. Provider any information and/or documentation needed by the Recruiter relevant to the rendering of the Recruitment Services or payment for the rendering of Recruitment Services;

3. Require any staff or agents of the Client to cooperate with and assist Recruiter as the Recruiter may require;

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.

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XVI. 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. The Parties agree that the Confidential Information is secret and valuable to each of their respective businesses 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" refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge and/or secrets, may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or finance or any other information which is confidential and commercially valuable to either of the Parties.

"Confidential Information" also refers to any formula, process, method, pattern, design, or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, because of such secrecy, an economic or commercial advantage can be achieved.

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; or

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 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.

XVII. COMPETITION

The Recruiter shall be free to provide services or engage in any form of activity including, but not limited to, any business, investment, or financial activities, whether for themselves or on behalf of or to other organizations, companies, or individuals who are or are potentially direct or indirect competitors of the Client. During the course of this Agreement and for a period of: ________ following the termination of this Agreement, the Recruiter agrees to refrain from engaging, directly or indirectly, in any form of commercial competition including, but not limited to business, marketing, investment, or financial activities, with Client within the following territory: ________. The Recruiter who perform the Recruitment Services, or any part thereof, shall not engage in any form of commercial competition, either single-handedly or through the employment or contracting with a third-party or organization. Specifically, the Recruiter shall not:

1. Use any of the Proprietary Information directly or indirectly to procure commercial advantage over the Client or otherwise use any designs, ideas, or concepts created by or belonging to the Client without the express written consent of the Client;

2. Solicit the clients or customers of the Client to provide services or supply goods to them of the same or a similar type to those provided by the Client during the course of this Agreement and for a period of: ________ following the term of this Agreement;

3. Endeavor to entice away from the Client or employ or offer to employ any person who is employed by the Client during the term of this Agreement and for a period of: ________ following the term of this Agreement, whether or not the person would commit a breach of his or her contract of employment by being enticed or accepting employment with them. This prohibition shall not apply to the recruitment of any such employee who has answered a bona fide advertisement or been recruited by an agency to the Recruiter, if the Recruiter has not given, directly or indirectly, any form of encouragement to that employee to do so.

XVIII. 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.

XIX. 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; or

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; or

3. The Recruitment Services or anything provided for under this Agreement; or

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.

XX. 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 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 Recruitment Services prior to the date of termination; and

B. The Recruiter will be entitled to enter the location or locations where the 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.

XXI. 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 Recruitment Services by Recruiter to Client under the terms and conditions herein.

XXII. 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.

XXIII. 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.

XXIV. 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.

XXV. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

XXVI. 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.

XXVII. 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.

XXVIII. 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.

XXIX. 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.

XXX. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XXXI. 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.

XXXII. 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

By:

________
Authorized Representative

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. ________, as the duly authorized representative of ________, 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 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 ________.