Recruitment Agreement - Template, Sample Form Pro · NG-law

RECRUITMENT SERVICES AGREEMENT

THIS RECRUITMENT SERVICES AGREEMENT (this "Agreement") is made on ________.

BETWEEN

________, of the following address:

________

(hereinafter referred to as the "Client", which expression shall, where the context so admits, include its successors-in-title and permitted assigns) of the one part;

AND

________, of the following address:

________

(hereinafter referred to as the "Recruiter", which expression shall, where the context so admits, include its successors-in-title and permitted assigns) of the other part.

The Client and the Recruiter are hereinafter referred to individually as a "Party" and collectively as the "Parties".

BACKGROUND

A. The Client wishes to retain the services of the Recruiter for the purpose of identifying, screening and recruiting suitable candidates for employment or engagement by the Client, and is of the opinion that the Recruiter is competent and qualified to provide such services.

B. The Recruiter, being engaged in the business of recruitment and possessing the requisite skill, expertise and resources, has agreed to provide the said services upon the terms and conditions set out in this Agreement.

IN CONSIDERATION of the mutual covenants, promises and obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. APPOINTMENT AND TERM

1.1 The Client hereby engages the Recruiter, on a non-exclusive basis (save as otherwise agreed in writing), to recruit potential candidates for employment or engagement by the Client meeting the following qualifications and specifications (the "Potential Candidate"):

________

1.2 This Agreement shall commence on ________ and shall, subject to the terms of this Agreement, remain in full force and effect until ________ or until the completion of the services or earlier termination by either Party in accordance with the provisions of this Agreement, whichever first occurs.

2. SCOPE OF SERVICES

2.1 The Recruiter shall source and present the Potential Candidate to the Client in accordance with the following terms and instructions:

________

2.2 The Recruiter shall apply its skill, expertise and best professional judgement in selecting and presenting the Potential Candidate, including conducting candidate screenings, preliminary interviews, reference and background checks, and a thorough vetting of each candidate's application package (including cover letter, curriculum vitae, transcripts and other supporting documents) prior to presentation to the Client.

2.3 The decision whether or not to engage or employ any Potential Candidate presented by the Recruiter shall remain at the sole discretion of the Client.

2.4 In the performance of the services, the Recruiter shall comply with all applicable laws of the Federal Republic of Nigeria, including the Labour Act (Cap L1, Laws of the Federation of Nigeria 2004), the Nigeria Data Protection Act 2023, and all guidelines and regulations issued by the relevant regulatory authorities.

3. OBLIGATIONS OF THE RECRUITER

(I) The Recruiter shall provide the services diligently, professionally, and with due care and skill.

(II) The Recruiter shall be responsible for the provision of all tools, equipment and resources necessary to render the services required under this Agreement.

(III) The Recruiter shall ensure that all personal data processed in the course of recruitment is handled lawfully and in accordance with the Nigeria Data Protection Act 2023.

(IV) The Recruiter shall not engage in any discriminatory practice prohibited by Nigerian law in the course of recruitment.

(V) The duties may include such other tasks as the Parties may agree in writing, and the obligations may from time to time be varied as agreed upon by the Parties in writing.

4. OBLIGATIONS OF THE CLIENT

(I) The Client shall pay the Recruiter the Fees, approved out-of-pocket expenses and all other sums due under this Agreement.

(II) The Client shall provide all documents, materials, job specifications and information reasonably necessary for the performance of the Recruiter's services under this Agreement.

(III) The Client shall bear and remit all taxes for which it is liable under applicable Nigerian law.

5. FEES AND PAYMENT

5.1 As compensation for all services rendered by the Recruiter under this Agreement, the Recruiter shall be paid the sum of \u20a6________ (________) for the recruitment of the Potential Candidate (the "Fees").

5.2 The Fees shall be paid in the following manner: ________.

5.3 All payments shall be made by the Client to the following account of the Recruiter: ________.

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5.5 The Recruiter shall be entitled to reimbursement of all incidental and out-of-pocket expenses reasonably and necessarily incurred on behalf of the Client, provided that such expenses have been authorised by the Client in writing prior to being incurred and are supported by appropriate receipts.

6. TERMINATION

This Agreement may be terminated as follows:

(I) by either Party at any time upon the issuance of ________ prior notice in writing to the other Party;

(II) by either Party where the other Party commits a material breach of any term of this Agreement and fails to remedy the same within ________ of receiving written notice requiring remedy;

(III) by either Party upon the death, insolvency, bankruptcy or winding-up of the other Party;

(IV) by the Client where the Recruiter fails to provide the services required under this Agreement;

(V) by the Client where the Recruiter fails to find and present the Potential Candidate within the following period: ________;

(VI) by the Client in the event that the Recruiter engages in any act amounting to gross misconduct, fraud or dishonesty;

(VII) by the Recruiter where the Client defaults in paying the Fees due after written demand for payment.

Upon termination or expiry of this Agreement, the Recruiter agrees to:

(VIII) immediately return to the Client all confidential information, documents, books, materials and any other property belonging to or relating to the Client in the possession or control of the Recruiter;

(IX) delete all information relating to the business of the Client stored on any electronic device, hard disk or other medium in the possession or control of the Recruiter, and where so required by the Nigeria Data Protection Act 2023, cease processing and erase all personal data;

(X) not disclose or use any of the Client's trade secrets, and the Client shall be entitled to seek an injunction or any other legal or equitable remedy to prevent such disclosure or use.

Upon termination, the Client shall pay any Fees accrued up to the date of termination and any sums falling due for the services duly rendered by the Recruiter prior to termination.

7. INTELLECTUAL PROPERTY OWNERSHIP

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8. INDEPENDENT CONTRACTOR

The Parties agree that the Recruiter is engaged by the Client as an independent contractor and not as an employee, agent, partner or joint venturer of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership or agency relationship between the Parties.

8.1 The Recruiter shall be solely responsible for the payment of all taxes, levies and statutory contributions arising from the compensation received under this Agreement, and the Client shall not be liable for any such payments on behalf of the Recruiter, save for any withholding tax the Client is statutorily obliged to deduct at source.

8.2 As an independent contractor, the Recruiter shall have the right to control the manner and means by which the services are performed and shall not be entitled to any benefits, insurance, pension or other entitlements ordinarily provided to employees of the Client.

9. CONFIDENTIALITY AND DATA PROTECTION

The Parties acknowledge that, by virtue of this Agreement, the Recruiter may have access to non-public confidential information regarding the business and operations of the Client. Accordingly, the Recruiter agrees to maintain the confidential nature of such information. Each Party may from time to time be a disclosing party or a receiving party.

"Confidential Information" includes all information or materials of whatever nature relating to the purpose disclosed by the Parties, whether in writing, orally or otherwise, including documents, techniques, practices, tools, specifications, inventions, patents, trademarks, software, drawings and programmes, but shall not include information which:

(I) is, by written records, already known to the Recruiter or the public at the time of disclosure;

(II) enters the public domain through no fault of the Recruiter;

(III) is given by the Client to third parties without restriction;

(IV) is given to the Recruiter by a third party lawfully in possession of such information and having the legal right to disclose it; or

(V) is required to be disclosed by law, court order or any competent regulatory authority.

"Trade Secret Information" includes all formulas, patterns, designs, processes, methods or other information not generally known to or readily ascertainable by the public.

The Parties hereby agree:

(I) to take proper and reasonable measures to ensure the confidentiality of the Confidential Information under this Agreement;

(II) not to make public, publish or otherwise disclose, in whole or in part, any information relating to the practice, business dealings or other matters relating to this Agreement without the express written consent of the other Party;

(III) not to use the Confidential Information for any purpose other than the purpose for which this Agreement was created.

Each Party agrees not to disclose any Trade Secret Information or Confidential Information during and after the termination of this Agreement for so long as it remains a trade secret. The Recruiter further undertakes to process all personal data obtained in the course of the recruitment in compliance with the Nigeria Data Protection Act 2023 and any regulations or directions issued by the Nigeria Data Protection Commission.

10. FORCE MAJEURE

Neither Party shall, prior to the expiry or termination of this Agreement, be liable for any failure to perform any term of this Agreement where such performance has been delayed, hindered, interfered with or prevented by a force majeure event, which in this Agreement means any circumstance:

(I) which is beyond a Party's reasonable control;

(II) which such Party could not reasonably have avoided or overcome; and

(III) which is not attributable to the other Party.

Without prejudice to the generality of the foregoing, force majeure shall include:

(I) war, hostilities or invasion;

(II) rebellion, terrorism, revolution, insurrection, military or usurped power;

(III) riot, civil disorder, epidemic, pandemic, natural disaster or other acts that may reasonably affect a Party's ability to fulfil its obligations under this Agreement.

The Party affected shall promptly notify the other Party in writing of the force majeure event and shall use reasonable endeavours to mitigate its effects. Where such event continues for a period exceeding ________, either Party may terminate this Agreement by written notice.

11. INDEMNITY

The Recruiter agrees to indemnify and hold the Client and its affiliates harmless against any suit, action, claim, damages, liabilities, costs, expenses, loss, judgement or settlement of any kind whatsoever arising from the Recruiter's conduct or breach of any term of this Agreement, including:

(I) the Recruiter's unauthorised use of the Client's intellectual property;

(II) any violation by the Recruiter or its agents of any law, rule or regulation, including the Nigeria Data Protection Act 2023;

(III) any harm or injury suffered by any third party due to the fault or negligence of the Recruiter;

(IV) any cost reasonably incurred by the Client in enforcing its rights under this Agreement, including reasonable legal fees.

12. REMEDIES FOR BREACH

The Parties agree that the terms of this Agreement are fundamental terms of the contractual relationship between them and that a breach by the Recruiter would occasion financial and other damages and losses to the Client.

Upon the occurrence of a breach by the Recruiter, the Client shall, without prejudice to any other remedy available at law or in equity, be entitled to be indemnified for all losses and damages incurred and to terminate this Agreement in accordance with Clause 6.

13. DISPUTE RESOLUTION

13.1 In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, the Parties shall first endeavour to resolve the same amicably through good-faith negotiation within ________ of written notice of the dispute.

13.2 Where the dispute is not resolved by negotiation, the Parties shall refer the dispute to mediation, and failing resolution, to arbitration by a sole arbitrator in accordance with the Arbitration and Mediation Act 2023. The seat of arbitration shall be ________ and the proceedings shall be conducted in the English language.

14. GOVERNING LAW

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

15. JURISDICTION

Subject to Clause 13, the Parties agree that the High Court of ________ shall have jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

16. GENERAL PROVISIONS

(I) Variation: This Agreement may be amended or varied only by a written instrument agreed to and signed by both Parties. No delay or omission to exercise any right under this Agreement shall be construed as a waiver thereof.

(II) Notices: All notices under this Agreement shall be in writing and shall be delivered personally or sent by registered/certified mail, courier or electronic mail to the other Party's address or email address stated in this Agreement or to such other address as may be notified in writing.

(III) Headings: Headings in this Agreement are for convenience only and shall not affect the construction or interpretation of its terms.

(IV) Counterparts: This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same Agreement.

(V) Entire Agreement: This Agreement, together with any addendum hereto, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement, representation or understanding between them.

(VI) Assignment: No Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

(VII) Enurement: This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

(VIII) Cumulative Rights: The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive, save as otherwise provided by law.

(IX) Waivers: Any term or provision of this Agreement may be waived only in writing by the Party entitled to the benefit thereof. No delay or omission to exercise any right shall be construed as a waiver.

(X) Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

(XI) Further Assurance: Each Party shall execute and deliver all such documents and take all such actions as may be necessary or incidental to give full effect to the provisions of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first above written.

SIGNED by the within named Client ________

____________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named Recruiter ________

____________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................