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

RECRUITMENT SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Recruitment Services Agreement (the “Agreement”) is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:

________, a corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, and holding Securities and Exchange Commission Registration No. ________ and Taxpayer Identification No. ________, represented in this act by its duly authorized representative ________, pursuant to a Board Resolution/Secretary’s Certificate dated ________, hereinafter referred to as the “Recruiter”;

- and -

________, a corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, and holding Securities and Exchange Commission Registration No. ________ and Taxpayer Identification No. ________, represented in this act by its duly authorized representative ________, pursuant to a Board Resolution/Secretary’s Certificate dated ________, hereinafter referred to as the “Client”.

The Recruiter and the Client shall be referred to individually as a “Party” and collectively as the “Parties”.

WITNESSETH: That —

WHEREAS, the Client wishes to engage the services of the Recruiter for the recruitment services more particularly defined below;

WHEREAS, the Client is engaged in the following business or trade:

________

WHEREAS, the Recruiter possesses the skills, qualifications, and expertise required to provide such Recruitment Services to the Client and, where applicable, holds the necessary licenses or accreditations required under Philippine law to engage in recruitment and placement activities;

WHEREAS, the Recruiter wishes to render such services to the Client upon the terms and conditions hereinafter set forth.

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

§ I. RECRUITMENT SERVICES

The Recruiter shall render recruitment services (the “Recruitment Services”) in favor of the Client to identify and present a Potential Candidate for employment. In particular, the Potential Candidate must possess the following specifications and qualifications:

________

The Recruiter shall present Potential Candidates to the Client based on the specifications provided by the Client. The Parties acknowledge that the engagement of any Potential Candidate by the Client shall be subject to the Labor Code of the Philippines (Presidential Decree No. 442, as amended) and all applicable employment and recruitment laws and regulations.

§ II. PERFORMANCE

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The Recruitment Services shall be performed personally by the Recruiter.

§ III. QUALITY OF SERVICES

In performing the Recruitment Services, the Recruiter shall:

1. Exercise reasonable care, skill, and diligence ordinarily expected of a recruiter in the performance of the Recruitment Services; and

2. Ensure that the performance of the Recruitment Services under the terms and conditions of this Agreement shall not infringe upon or violate the intellectual property rights or any other rights of any third party.

The foregoing shall not be construed to render the Recruiter liable for the failure of the Client to retain the employment of any Potential Candidate. There shall be no forfeiture of fees, and such fees as are due and demandable shall remain so notwithstanding the termination of employment of the Potential Candidate at any time.

§ IV. PERIOD

The Recruiter shall begin work on the Recruitment Services on ________ (the “Commencement Date”) and shall conclude the same on ________ (the “Completion Date”).

§ V. MINIMUM REQUIRED TIME

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

________

The Recruiter shall keep the Client apprised of the time spent on the performance of the Recruitment Services and 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 Service Fee, 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 shall be entitled to issue an invoice every ________.

The Client shall pay the Recruiter’s invoice within ________ days from the date of receipt of the invoice.

The Client may settle 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, travel, photocopying, courier services, and postage, subject to the prior agreement of the Client, in addition to the fees set out in this Agreement.

§ XI. LATE PAYMENTS

If the Client fails to pay the invoiced amount as provided in this Agreement, the Recruiter shall be entitled to charge interest on the outstanding amount at the rate of ________ percent (%) per annum, or such legal rate of interest as may be applicable under prevailing Bangko Sentral ng Pilipinas issuances and the Civil Code of the Philippines. The Recruiter may also require the Client to pay for the Recruitment Services, or any part thereof, in advance and may suspend performance of the Recruitment Services until payment is made, at the Recruiter’s sole and exclusive discretion.

§ XII. TAXES

All charges payable under this Agreement are exclusive of taxes and surcharges. Taxes imposed upon or required to be paid by the Client or the Recruiter shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be withheld and remitted in accordance with the National Internal Revenue Code of 1997, as amended, and the regulations of the Bureau of Internal Revenue.

§ XIII. CLIENT OBLIGATIONS

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

1. Cooperate with the Recruiter in all matters reasonably required, including but not limited to the provision and updating of the specifications for the Recruitment Services;

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

3. Require any staff or agents of the Client to cooperate with and assist the Recruiter as may be reasonably required.

§ 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 constitute a breach of this Agreement by the Recruiter.

§ XV. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, designs, and any other proprietary rights in any work, materials, documents, reports, or deliverables created, developed, or produced by the Recruiter in the course of performing the Recruitment Services under this Agreement shall, upon full payment of the Service Fee, belong to and be the sole and exclusive property of the Client, in accordance with the Intellectual Property Code of the Philippines (Republic Act No. 8293, as amended).

The Recruiter hereby assigns, transfers, and conveys to the Client all such intellectual property rights and agrees to execute any and all documents and perform any and all acts as may be reasonably necessary to give full effect to such assignment and to vest such rights in the Client. The Recruiter warrants that the performance of the Recruitment Services and the deliverables provided thereunder shall not infringe upon the intellectual property rights or any other rights of any third party.

§ XVI. CONFIDENTIALITY AND DATA PRIVACY

Each Party acknowledges and agrees that it possesses certain non-public Confidential Information regarding its business operations and development. The Parties agree that the Confidential Information is secret and valuable to each of their respective businesses, and that through this business relationship they will each have access to the other Party’s Confidential Information. Each Party desires to maintain the secret and private nature of any Confidential Information given. “Receiving Party” refers to the Party receiving the Confidential Information, and “Disclosing Party” refers to the Party disclosing the Confidential Information.

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“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 include any information which:

1. Is known or available to the public at the time of disclosure or becomes 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 party 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 through any unauthorized means to any third parties or employees 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 have been advised of its confidential and proprietary nature;

3. Not copy or reproduce the Confidential Information or any part thereof except as required by this Agreement, with any such copy or reproduction remaining 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.

To the extent that the Confidential Information includes personal data, each Party shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission, and shall implement reasonable and appropriate organizational, physical, and technical security measures for the protection of such personal data.

Upon termination of this Agreement, the Disclosing Party may demand the immediate return of all documents and materials containing its Confidential Information within one (1) month from the completion of the Recruitment Services or upon written request. Said written request shall enumerate the documents or materials to be returned. The Receiving Party shall provide a written certification that no copy of the Confidential Information has been retained.

§ XVII. NON-COMPETITION AND NON-SOLICITATION

The Recruiter shall generally be free to provide services or engage in any lawful activity, whether for itself or on behalf of others. However, during the term of this Agreement and for a period of ________ following its termination, the Recruiter agrees to refrain from engaging, directly or indirectly, in commercial competition with the Client within the following territory: ________, it being understood that the restraints set forth herein are reasonable as to time, scope, and territory and are no greater than necessary to protect the legitimate business interests of the Client, in accordance with prevailing Philippine jurisprudence. Specifically, the Recruiter shall not:

1. Use any of the Confidential 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 of the same or similar type to those provided by the Client during the term of this Agreement and for a period of ________ following its termination;

3. Endeavor to entice away from the Client, or employ or offer to employ, any person employed by the Client during the term of this Agreement and for a period of ________ following its termination, whether or not such person would commit a breach of his or her contract of employment. 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, provided 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 a Party’s acts or negligence, or in cases of fraud, gross negligence, or willful misconduct, a Party’s liability in contract, quasi-delict, or otherwise arising under or in connection with this Agreement shall be limited to the fees paid by the Client to the Recruiter.

To the extent permitted by law, and unless otherwise provided in this Agreement, neither Party shall be liable to the other in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any indirect or consequential loss, damage, cost, or expense of any nature, including but not limited to economic loss, data loss, loss of goodwill, or loss of turnover, profits, or business.

§ XIX. INDEMNITY

Except for any payment in settlement from any applicable insurance policy, and to the extent permitted by law, each Party (the “Indemnifying Party”) hereby indemnifies and holds harmless the other Party, together with its employees, agents, officers, representatives, affiliates, and permitted successors and assigns, against any and all demands, claims, losses, damages, liabilities, penalties, expenses, reasonable legal costs, and other costs 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 this Agreement;

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 this indemnity where a court of competent jurisdiction, by final judgment, holds that the loss, damage, or liability is the result of the gross negligence, willful misconduct, or bad faith of the other Party or any of its employees, agents, officers, representatives, affiliates, or permitted successors or assigns.

§ XX. TERMINATION

This Agreement may be terminated as follows:

1. By either Party upon written notice:

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 the duty to pay or 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, in writing and with immediate effect, if the Client fails to pay any requisite fees.

3. If this Agreement is terminated before the expiration of its natural term:

A. The Client shall pay for all Recruitment Services rendered up to the date of termination, and for any expenditures due 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 shall be entitled to enter the location or locations where the Recruitment Services were undertaken strictly to recover any materials and/or equipment which are its property.

Any termination 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 intended to survive termination shall not be affected by this provision.

§ XXI. RELATIONSHIP OF THE PARTIES

The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, employer-employee 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 the Recruiter for the Client under the terms and conditions herein. The Recruiter is an independent contractor, and nothing herein shall be construed to create any employment relationship between the Recruiter (or its personnel) and the Client.

§ XXII. FORCE MAJEURE

Neither Party shall be liable to the other for failure to perform due to fortuitous events or causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, and natural disasters, and other events which, though foreseen, could not be reasonably avoided, in accordance with Article 1174 of the Civil Code of the Philippines.

§ 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 without the prior written consent of the other 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. VENUE OF DISPUTES

The Parties agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues. Without prejudice to the foregoing, the Parties may first endeavor to settle any dispute amicably through good-faith negotiation.

§ XXVII. WAIVER

Failure of either Party to insist, in one or more instances, on the strict performance of any term of this Agreement, or to exercise any right herein contained, shall not be construed as abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the waiving Party. No waiver of any term shall constitute a waiver of any other term or of the same term on a future date.

§ XXVIII. COUNTERPARTS

This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth in the signatures differ, this Agreement shall be effective as of the date on which both the Recruiter and the Client have signed.

§ XXIX. SEVERABILITY

The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision is held invalid, the Parties agree that the remaining provisions shall remain in full force and effect as if executed subsequent to the expungement of the invalid provision.

§ XXX. 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.

§ XXXI. HEADINGS

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

§ XXXII. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Recruiter and the Client and supersedes all prior negotiations, representations, and agreements, whether oral or written.

§ XXXIII. 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 above written.

________
Recruiter

By:

________
Authorized Representative

________
Client

By:

________
Authorized Representative

SIGNED IN THE PRESENCE OF:

________          ________

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 Services Agreement, consisting of ________ pages including this page on which this Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the corporations they respectively represent.

WITNESS MY HAND AND SEAL on the day, year, and place first above written.

____________________________
NOTARY PUBLIC

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.