RECRUITMENT STRATEGY AGREEMENT
This Recruitment Strategy Agreement (the “Agreement”) sets out the terms and conditions upon which User (the “Company”), being a Company duly registered under the laws of incorporation country with a valid registered number and having its valid registered address, engages Hemant Agrawal, Particle Intelligence (the “Recruiter”), being a Company duly registered under the laws of MSME, India with registered MSME UAN GJ01D0181471 and having its registered address at D-104, RADHE KISHAN RESIDENCY, SWAMINARAYAN CHAWK, OPP. KARNAVATI MEGA MALL, VASTRAL, AHMEDABAD, GUJARAT, INDIA as a recruiter for the Company (together, the “Parties”).
WHEREAS: the main activity of the Company is hiring candidate from the recruiter.
WHEREAS: the Recruiter locates and provides human resources (HR) in this above mentioned area.
WHEREAS: the Company is desirous of engaging the Recruiter to provide recruitment services on such terms as are set out throughout this agreement and the Recruiter for his part is desirous of being engaged by the Company to provide said recruitment and Human Resources (HR) on said terms.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
In this Agreement:
1.1 “Territory” shall mean [TERRITORY]
1.2 “Candidate” shall mean any applicant for a Position with the Company.
1.3 “Position” shall mean the role for which the Candidate is being Presented based on the Requirements set out in clause 2 of this Recruitment Strategy Agreement.
1.4 “Requirements” shall mean the requirements provided to the Recruiter by the Company set
1.15 The terms of the Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.
2. PROVISION OF INFORMATION
In order to enable the Recruiter to locate suitable Candidates the Company will promptly provide the following information to the Recruiter:
2.1 An executive summary of the Company including its areas of operation, samples of their work etc.
2.2 A detailed description of the Position including salary, benefits, conditions of employment, place of work and any other relevant considerations.
2.3 A detailed description of the desired applicant.
2.4 A copy of their human resources (HR) policy, if any.
2.5 A sample employment contract detailing the terms on which the Candidate would be engaged.
The performance by the Recruiter of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.
3. OBLIGATIONS OF THE RECRUITER
The Recruiter will use its best endeavours to locate a suitable Candidate and Present this Candidate to the Company. The Recruiter will use its skill, experience in recruitment and human resources (HR) as well as industry knowledge to locate, screen, interview and test Candidates. The Recruiter may undertake searches for Candidates directly or may outsource this role to third-parties or networks. Specialist tests such as drug-testing, background-checks and credit- checks are not performed by the Recruiter.
In consideration of its services under the Agreement the Company agrees to pay the
Recruiter [FEE] such fee being payable within 30 days of becoming due. The above fees is exclusive of GST and other taxes applicable by Indian Government Law.
5. OUT OF POCKET EXPENSES
In addition to the fees outlined in clause 4 the Company undertakes to pay, reimburse and to indemnify the Recruiter against all reasonable costs, overheads and out-of-pocket expenses incurred by the Recruiter within the scope of and during the operation of the Agreement provided always that any such expenses are approved by the Company in writing before they are incurred and that documentary evidence of the payment of said costs and their bona fide nature is presented promptly.
6. APPLICATION VIA ANOTHER AGENT AND DIRECT APPLICATION
It is agreed that:
6.1 The Recruiter’s Fees are still payable notwithstanding the subsequent Presentation of the Candidate to the Company by Another Agent.
6.2 The Recruiter’s Fees are still payable notwithstanding the subsequent application of the Candidate to the Company directly.
6.3 The Recruiter’s Fees are not payable if the Candidate had already been Presented to the Company (directly or by Another Agent). The Company therefore undertakes to inform the Recruiter within seven (7) days of learning the Candidate’s name if that Candidate had already been Presented directly or by Another Agent. Failure to comply with this requirement shall constitute a waiver of rights under this clause by the Company.
6.4 Nothing in this clause shall affect the provision of Clause 5.
7. TERMINATION OF CANDIDATE
In the event of Termination within sixty (60) days of the Candidate commencing Employment the Recruiter shall:
7.1 Provide another Candidate at no extra cost to the Company; or,
7.2 If no suitable new Candidate can be found then the Company shall not be liable for the payment of fees under Clause 4 (and shall refund said fees if they are already paid). This clause shall not affect the provisions of Clause 5.
The Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences at which point the Agreement will end:
8.1 the failure of the Company to pay any fees due under this Agreement within 60 (sixty) days of them falling due provided that such delay was not expressly agreed between the Parties.
8.2 The provision of 14 (fourteen) days’ notice in writing by either Party. 8.3 The passing of 180 (one hundred and eighty days).
9. WARRANTIES AND INDEMNITIES
9.1 Both Parties warrant that they have the necessary power and approval to enter into the Agreement.
9.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under the Agreement.
9.3 The Recruiter acknowledges that he/she does not have the right to bind the Company.
9.4 The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.
9.5 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights with the express exception of those rights in clause 6.3.
9.6 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.
9.7 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clause 13.
9.8 The Company accepts that the Recruiter is not liable for (and agrees to hold him/her harmless for) any losses arising out of:
9.8.1 Any deception, misrepresentation, fraud or fraudulent statement by the Candidate howsoever made and whether by act, conduct or omission.
9.8.2 Any loss howsoever arising caused by the Candidate acting under employment to the Company including losses due to negligence or gross-misconduct.
9.8.3 Any loss caused by the Candidate failing to take up employment as agreed.
It is agreed that:
10.1 The Recruiter shall ensure that any confidential information or material which is obtained during the scope of this Agreement or in negotiation thereof is kept confidential including but not limited to the details of the Position and the proposed salary thereof.
10.2 The Company shall ensure that the details of the Candidate are kept confidential at all times and undertakes not to share this information with any third-parties.
10.3 The Recruiter undertakes that he shall not expose any confidential information except with the prior written consent of the Company or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.
10.4 The terms of clauses 10.1, 10.2, 10.3 shall apply indefinitely notwithstanding the termination of this Agreement.
Any variation to this Agreement shall be made in writing and signed by both Parties.
Any notice served under this Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address for service. All notices shall be delivered in English.
13. GOVERNING LAW, DISPUTES AND ARBITRATION
It is agreed that:
13.1 The Agreement is made under the exclusive jurisdiction of the laws of India.
13.2 Disputes under this Agreement shall be subject to the exclusive jurisdiction of the courts of Ahmedabad, Gujarat, India.
13.3 Notwithstanding the terms of 13.2 both Parties agree that in the event of a dispute they will enter into arbitration before the Gujarat Chamber of Commerce before a single arbitrator whose decision shall be final.
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