Outsourcing Agreement.doc

OUTSOURCING AGREEMENT(Events Management, MIS, Customer and General Support Services) KNOW ALL MEN BY THESE PRESENTS:This Outsourcing Agreement is entered into this (insert date) by and between:(state name of corporation), a corporation organized and existing under the laws of the Philippines, with business address at (insert address) herein duly represented by its (insert position of signatory), (insert name of signatory), hereinafter referred to as the Client;- and (state name of corporation), a corporation organized and existing under the laws of the Philippines, with office address at (insert address) herein duly represented by its (insert position of signatory), (insert name of signatory), “Service Provider”WITNESSETH: WHEREAS, the Service Provider is a duly licensed, registered and legitimate independent job contractor, and business, marketing and human resource management (HRM) consultant authorized render personnel outsourcing, temporary staffing, executive selection, domestic placement, staff appraisal, training, technical services, janitorial and manpower services, and other allied services; WHEREAS, the Client has a need for and desires to engage the Service Provider;WHEREAS, the Service Provider has represented that it has the technical expertise, experience and resources to provide the aforementioned services and has agreed to accept Clients engagement;NOW THEREFORE, the parties agree as follows:1. SCOPE OF SERVICES The Service Provider shall provide services in Events Management, MIS, Customer and General Support Services (hereinafter collectively referred to as OUTSOURCED SERVICES) for the Client. A detailed description of such Outsourced Services is attached as Annex A”. Client, may reasonably increase, reduce or modify the scope of the Outsourced Services, with prior written consent of the Service Provider subject to a corresponding fee adjustment. 2. TERM OF THE CONTRACT2.1 The term of this contract shall be for a period of (insert length of contract/service) commencing on (insert start date) until (insert end date), unless sooner terminated as provided hereunder. The parties may extend the term of the contract at least thirty (30) days prior to the date of expiration of the period or any extension thereof.2.2 Either party may preterminate this Agreement for violation of any provision of this Agreement upon written notice provided that the party in breach is given five (5) days from receipt of written notice to remedy the said breach. 2.3 Either party may also preterminate for any just cause upon thirty (30) days advanced notice in writing to the other party or the equivalent of one month billing in lieu thereof. Any pretermination of this Agreement shall not prejudice the rights or claims of either party which may have accrued prior to such termination. 3. FEES AND PAYMENT TERMS3.1 For and in consideration of the SERVICE Providers performance of the Outsourced Services , the Client shall pay the Service Provider an agreed fee detailed and itemized in a SCHEDULE OF FEES AND CHARGES attached to this Agreement as ”ANNEX B”3.2 Such fee shall be payable within fifteen (15) working days from receipt of the Billing or Statement of Account. Any overdue amount shall automatically bear interest at the rate of 2% per month until complete payment is made. 3.3 Special works, extra or additional services not contemplated in this agreement shall be covered by special assessment to be mutually agreed upon by the parties.3.4 Out of pocket expenses incurred by the Service Provider on the Clients behalf shall be reimbursed by the latter.3.5 In the event of an increase in the cost of performing any particular service as a result of government mandated wage orders, legislation or regulation, Client agrees to a proportionate adjustment of fees payable. Should the parties fail to agree on fee revision, either party may terminate affected services by giving prior written notice to terminate to the other party on account thereof. 3.6 The parties may likewise mutually agree on fee adjustments during this Agreement subject to factors such as but not limited to economic or business contingencies.4. OBLIGATIONS OF THE PARTIES4.1Service Provider4.1.1 Service Provider shall render and deliver the Outsourced Services at the premises/offices and or locations designated by the Client. For this purpose Service Provider shall assign its personnel to perform the said Outsourced Services based on “Annex A” of this Outsourcing Agreement detailing the nature of the services, manpower assignment , hours of work, number of working days required, location /place to be assigned, and applicable contract rates.4.1.2 Service Provider shall undertake the OUTSOURCED SERVICES on its own account and under its own responsibility. Service Provider shall be free to use any means and services not contrary to law and regulations which it believes will best enable it to perform the OUTSOURCED SERVICES. 4.1.3 The Service Provider shall supervise, control and maintain efficient and effective discipline over any and all personnel performing its obligations under this Agreement and shall have the exclusive, sole right to impose disciplinary action over erring personnel. 4.1.4 Service Provider shall be responsible for providing for the individual time-cards or log sheets for its personnel for the purpose of recording actual attendance. For monitoring and identification, the Service Provider shall provide uniforms, identification cards, pins, and ID laces to personnel assigned to render the Outsourced Services. 4.1.5 The personnel assigned by the Service Provider to the Client are its employees and nothing herein shall be construed as creating the relationship of principal and agent, and/or employer-employee between the Client and the Service Provider or any of its personnel, subject to exceptions as provided under the Labor Code and pertinent labor regulations. 4.1.6 As employer of the personnel assigned to render OUTSOURCED SERVICES, Service Provider obligates itself to:i. Comply with all laws, rules, and regulations pertaining to labor and employment as may be applicable under the circumstances; ii. Pay all wages, salaries and other benefits, as may be applicable;iii. Furnish the Client upon request such documents or proof evidencing compliance by Service Provider with labor and relevant laws.4.2 Client4.2.1 The Client warrants that the OUTSOURCED SERVICES are not directly related to its main or principal business, and should there be a finding otherwise by a competent court or administrative body, Client shall be solely responsible for its legal consequences and shall pay, reimburse or remit to the Service Provider any and all amounts it may have paid or be required to pay on account thereof.4.2.2 Client shall provide a safe working environment for the SERVICE Providers personnel assigned to the former. 4.2.3 Client shall not require Service Providers personnel to perform functions which are being performed by the Clients regular employees, in addition or as substitute to such personnels assigned functions, not within the scope of services agreed herein.4.2.4 Client shall ensure that Service Provider shall be able to freely and without any impediment exercise CONTROL and SUPERVISION over its personnel assigned to the Client.4.2.5 Should Client decide to absorb the Contractors personnel as its direct employee, the Client agrees to pay the Service Provider a fee equivalent to 12% of the said personnels commencing annual gross income, within thirty (30) days from receipt of written notice of intent to absorb said personnel.4.2.6 Client shall not engage directly or through other service providers the services of any personnel assigned to it within 6 months from the day of the termination of this agreement, otherwise the Client agrees to pay the Service Provider a fee equivalent to 12% of the said personnels annual gross income4.3 SERVICE WARRANTY4.3.1 The Service Provider warrants that it is a legitimate, and registered independent job contractor, has substantial capital, tools, equipment and investment necessary to carry out its obligations under this agreement. 4.3.2 Service Provider warrants that it will provide uninterrupted, efficient and competent services as may be reasonably expected. The Client agrees that the Service Provider shall not be held liable for the non-completion or interruption of the OUTSOURCED SERVICES when the same is due to force majeure, acts of God or any fortuitous even, such as but not limited to fires, flood, earthquakes, volcanic eruptions, typhoons, or other causes beyond SERVICE Providers control which will render the performance of this Agreement impossible. 4.3.3 Service Provider shall perform and deliver the OUTSOURCED SERVICES in accordance with traditionally recognized standards.5. CONFIDENTIALITYService Provider agrees and undertakes not to deliberately and maliciously disclose to any THIRD PARTY any and all material and confidential information pertaining to the Client which the Service Provider or its employees may have acquired or which may have been disclosed to them in course of the performance of the Outsourced Services, unless otherwise specifically authorized by the Client for a particular transaction. Service Provider shall take the necessary steps to cause its officers, agents, and employees to observe the provisions hereof as may be reasonably expected under the circumstances. 6. NON-ASSIGNABILITYThe parties may not assign any of the rights or undertaking under this Agreement without the prior written consent of the other. Any assignment done contrary to this provision shall be without any effect and may be a ground for the immediate termination of this Agreement.7. NON-EXCLUSIVITY The Service Provider shall be free to offer and provide services covered by this Agreement to other persons, companies, to the extent permissible by law. 8. NON-WAIVERNo failure or delay on the part of either party in exercising any right, power, or remedy under this Agreement upon any breach by the other shall impair such right power or remedy, nor shall it be construed as a waiver thereof.9. SEPARABILITY CLAUSEIf any of the provision or stipulation contained in this Agreement or any document executed in connection herewith shall be declared invalid, illegal or unenforceable by a competent court or agency, the remaining provisions contained herein shall not be in any way affected or impaired. 10. NOTICESAll notices permitted or required by this Agreement shall be sent to the following persons at the address indicated below:To the Client Attention:_Address:_Tel. No.:_To the Service ProviderAttention:_Address:_Tel. No.:_11. DISAGREEMENT, VENUE OF ACTION AND GOVERNING LAWThe parties shall resolve any dispute arising from or in connection with this Agreement in an amicable manner and in good faith. Any and all disputes, controversies, and claims arising out of, or relating to this Agreement which cannot be settled amicably by the PARTIES shall be filed in the proper court of (insert court jurisdiction of choi