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RECRUITMENT AGENCY SERVICES AGREEMENT

 

 

This Recruitment Agency Services Agreement (the “Agreement”) made and entered into this __ day of _______, 201__, (the “Effective Date”) by and between:

 

___________________, having its office at ____________________, India (the “Company”) of the FIRST PART.

 

AND

 

__________________, having its office at ____________________, (the “Agency”) of the SECOND PART.

The “Company” and the “Agency” shall be called individually “party” and collectively the “parties”.

 

WHEREAS, the Agency is engaged in providing human resource recruitment services and has expressed its ability and willingness to provide recruitment services to the Company.

 

AND WHEREAS, The Agency declare and warrant that the Agency have requisite expertise and facility to provide recruitment services to the Company and the Agency hereby agree to provide the Agency's services to the Company.

 

AND WHEREAS, based on the Agency's representations and obligations, the Company is willing to receive human resource recruitment services from the Agency under the terms and conditions of this Agreement.

 

NOW THEREFORE, in consideration of the mutual benefits and responsibilities specified in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, it is hereby agreed and understood between the parties hereto as follows:

 

1. The Engagement

 

The Company hereby agrees to engage the Agency for providing recruitment services to the Company and the Agency hereby agrees to provide recruitment services to the Company, as per the terms and conditions of the Agreement.

 

2. Confidentiality

 

The Company and the Agency shall not, during the term of this Agreement or any time thereafter, disclose, or permit any of their employees, agents, or assignees to disclose, to any other person or entity any Confidential Information (as defined below) of the other Party.  “Confidential Information” shall mean all data, reports, instructions, directions, interpretations, specifications, forecasts, and records containing or otherwise reflecting information concerning the Parties, their affiliates, and subsidiaries that is not available to the general public and is provided by one Party to the other in the course of their dealings, together with all analyses, compilations, studies, or other documents or materials, whether prepared by one of the Parties or by others, that contain or otherwise reflect such information.  Confidential information does not include information which (a) was or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its representatives or (b) was or becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or its advisers, provided that such source was not known by the receiving Party to be bound by any agreement to keep such information confidential, or otherwise prohibited from transmitting the information to the receiving Party by a contractual, legal or fiduciary obligation.

 

3. Scope of Services

 

3.1. The Company will provide the job description of the requirement vacancy, before the commencement of any search by the Agency.

3.2. The Agency will initiate the search and scrutinize and recommend the suitable candidates as per the requirements of the Company for interviews and discussions. The Agency shall also provide the candidate’s Curriculum Vitae, Resume and other information as per the requirements of Company, along with the Agency's recommendation.

3.3. It is expected that the Agency shall hold a preliminary interview and also get a basic verification done for the candidates, before recommending the candidate to the Company.

3.4. The Company after the preliminary rounds of the interview/ discussion shall provide feedback to the Agency regarding the suitability of the candidate. The feedback could be in the nature of ‘rejected’, ‘on hold’ or ‘suitable for appointment’.

3.5. After selection of the candidate, the Company will issue an offer letter in the name of the selected candidate, indicating the salary details, benefits, terms of employment and approximate date of joining.

3.6. The Company is free to discuss/ negotiate the payment and other terms of employment with the candidate unless otherwise agreed upon. The Company shall inform the Agency once a candidate, referred by the Agency, is selected after completion of all the official formalities.

 

4. Relationship

 

Both the Agency and the Company are independent contractors herein and this Agreement does not create any joint venture or partnership between the parties. The Agency cannot assign its right and/ or obligations under this Agreement to any third party without prior written consent and terms of the Company.

 

5. Obligations of the Parties

 

5.1. The Agency will not recommend any candidate who has a criminal record or is involved in any criminal or unlawful activity. The Agency will inform the Company, if it is found that the recommended candidate has been dismissed from his last job(s) due to any issue relating to disciplinary breach, unethical conduct or fault of the candidate.

5.2. The Agency undertake and warrant that the Agency shall keep confidential, at all times during and after termination of this Agreement, all data, information and trade secrets of the Company and its affiliates, that the Agency gain during the normal course of working together. The Agency further agree that the Agency will not use these confidential information or trade secrets for the Agency's own/ personal benefits/ gains or for the benefits/ gains of any third party. The Agency will return all copies of the inputs/documents provided to the Agency, immediately after the Agreement is over/ terminated.

5.3. In case a selected candidate is referred by two recruitment agencies at different point of time, the Company shall make payment to the Agency, who does due diligence and closure of the candidate. The Company will not have any liability towards the other Agency. The Company will always try to ensure that, in case a candidate’s resume is received from two Agency, it will not consider the recommendation of the Agency who forwarded the resume later.

5.4. If the selected candidate leaves the Company on his own or is terminated by the Company within ___ days of his/ her joining the Company, due to issues relating to inefficiency, fraud, disciplinary breach, unethical conduct, any fault of the candidate, wrong information being supplied or breach of terms and conditions of any Agreement signed between the Company and the candidate, then the Company will not be liable to make any payment to the Agency for such candidate.

5.5. During the continuance of this Agreement and for a period of one (1) year from the termination of this Agreement, the Agency will not directly or indirectly refer or place the candidature of any existing employee of the Company in any other organization.

5.6. The selection process is the internal process of the Company, which would not be disclosed to the Agency. The Agency shall not compel the Company to explain reasons of any selection process and/or rejection of the candidate.

5.7. The Agency shall be required to carry out all the responsibilities and duties, at all times, as specified in the Agreement and other policies of the Company with diligence and honesty. The Agency will not perform any act, by the Agency or through any third party, which is detrimental to the business interest of the Company and its affiliates.

5.8. The Agency will never use any false/misleading information relating to the Company for advertisement or other purposes.

5.9. Any additional expenses like advertisement, travel arrangements etc for the candidate(s) shall be borne by the Agency.

 

6. Payment Terms

 

All payments under this Agreement shall be made as stated hereunder, which are detailed in as Annexure A of this Agreement, as mutually agreed by the parties.

6.1. If the selected candidate draws monthly gross salary up to Rs. ________/-, the Agency would be paid first month’s gross salary of that selected candidate.

6.2. If the selected candidate draws monthly gross salary above Rs. ________/-, the Agency would be paid as follows:

6.2.1. If monthly gross salary is from Rs. ________ to Rs. ________, the Agency will be paid Rs. ________plus __% of the additional monthly gross salary.

6.3. The invoice will be raised by the Agency within 15 days of the candidate joining the Company and the payment will be made within 45 days of the candidate joining the organization.

6.4. All the payments under this Agreement would be made by crossed cheque only.

6.5. All payments made by the Company to the Agency will be subjected to TDS, as applicable.

 

7. Replacement

 

7.1. If any of the candidate referred by the Agency and is selected by the Company, leaves the Company on his own within 90 days from his/ her joining of the Company or is terminated by the Company on issues of inefficiency, fraud, disciplinary breach, unethical conduct or wrong information being supplied; then replacement will be provided by the Agency for the same profile or candidate of any other profile at the discretion of the Company, without any payout. In case the replacement made available by the Agency is not satisfactory to the Company, then the Company shall be free to adjust the amount already paid against any amount due to the Agency.

7.2. If the candidate leaves the Company or is terminated by the Company due to any of the reason mentioned in clause 7.1 of the Agreement; after termination of this Agreement, but within ninety (90) days of his/ her joining the Company, and no amount is due to the Agency from the Company, then the Agency will reimburse the Company, the amount already paid by the Company for such candidate(s).

7.3. If Company hires any candidate referred by the Agency after six months from the date of that candidate’s interview with the Company, by directly contacting the candidate or through some other Agency, then the Agency will have no right to claim payment for that candidate’s placement.

 

8. Term

 

Subject of the compliance of the terms and conditions mentioned in hereinabove, the Agreement shall stand valid for the period of months, from _________ to ________, and then shall be deemed as terminated.

 

9. Termination

 

Notwithstanding section 8 above, either party can terminate this Agreement, at any time, by giving ___ days prior written notice to the other party. Further, the Company may terminate this Agreement immediately, in case of failure of the Agency to follow any of the terms and conditions of this Agreement.

Upon termination of this Agreement for any reason, the Agency shall be entitled to receive such payment or the Company shall be entitled to receive such reimbursements, if any, accrued under the terms of this Agreement, but unpaid, as of the date of termination of this Agreement. In addition, both parties shall be liable to perform such obligations, which have been deemed to be performed even after termination of this Agreement.

 

10. Indemnification

 

The Agency shall be solely responsible for defending any claim raised by any third party/ entity/ statutory body/ person, arising out of this Agreement or in consequence to any ction or omission on the part of Agency or any of its affiliate, not being in compliance with applicable laws. In the event of any losses or expenses or damages suffered by the Company due to any claim by the third party/ entity/ statutory body/ person, the Agency shall keep the Company indemnified against all such claims, damages, cost, charges, losses and expenses whatever in respect thereto.

Neither Party shall be liable in damages or have the right to cancel this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, strikes, fires, floods, work stoppages, unavailability of materials, carriers or communications facilities, and/or any other cause beyond the reasonable control of the Party whose performance is affected.

 

11. Miscellaneous

 

11.1. Entire Agreement

 

This Agreement constitutes the entire Agreement of the Parties and supersedes all prior communications, understandings and Agreements relating to the subject matter hereof, whether oral or written

 

11.2. Amendments

 

No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of both Parties.

 

11.3. Severability

 

If any provision or provisions of this Agreement shall be held to be invalid, illegal,  unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11.4. Continuous Performance

 

Unless otherwise agreed, the parties will continue to perform all their obligations under this Agreement during the existence and continuance of any dispute, without prejudice to their position in respect of such dispute.

 

11.5. Waivers

 

Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

 

11.6. Notices

 

All notices given pursuant to this Agreement shall be in writing and sent to the address specified on page one hereof.  Notices may be delivered by hand, by overnight carrier, or shall be deemed to be received within five (5) business days after mailing if sent by registered or certified mail, postage prepaid.  If any notice is sent by facsimile, then confirmation copies must be sent as specified above.  Either Party may from time to time change its Notice Address by written notice to the other Party.

 

11.7. Successors

 

 Except otherwise expressly provided, the provisions of this Agreement shall be binding upon the successors, permitted assigns and heirs of the parties to this Agreement.

 

11.8. Arbitration

 

This Agreement shall be interpreted under the Laws of India. Every dispute, difference or question which may at any time arise between the parties hereto or any person claiming under them, arising out of or in respect to this Agreement or the commission of any breach of any terms or the subject matter hereof, including any claim for damages/ losses shall be settled amicably through negotiations followed by mediation before arbitration under the Arbitration and Conciliation Act 1996 of India. In case of arbitration, a sole arbitrator shall be appointed by the Company. Seat of arbitration shall be at New Delhi, India and language of the arbitration shall be English. The award passed by the sole arbitrator shall be binding upon both the parties to this Agreement.

 

 

By signing on this Agreement, the company and the Agency agree to accept and abide by the terms and conditions of the Agreement.

 

For and on behalf of the Agency:

Signature:

Signed by (Name):

Designation:

Date:

Place:

 

 

For and on behalf of the Company:

Signature:

Signed by (Name):

Designation:

Date:

Place: