Labour Solutions Agreement

LABOUR SOLUTIONS AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of recruiting, supplying and managing labour resources, and possesses the personnel, systems and expertise to provide temporary and project-based labour solutions to clients; and

WHEREAS, Client desires to retain Service Provider to supply labour resources for the performance of work as described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties agree that the effective date of this Agreement is and that the parties will perform in accordance with the terms below.

Scope of Work

Service Provider shall supply labour resources and perform services as agreed in writing by the parties. The parties agree that Service Provider will assign suitably qualified personnel to carry out the tasks described below and will supervise and manage those personnel for the duration of their engagement.

Payment Terms

Client shall pay Service Provider compensation in accordance with the following terms. Rates, fees and invoicing procedures shall be determined as set forth below.

Invoices shall be due and payable within days of issuance. Overdue amounts shall incur a late fee of or the maximum permitted by law, plus reasonable costs of collection.

All fees are exclusive of taxes and duties. Each party is responsible for its own payroll taxes and statutory withholdings for personnel supplied by that party unless otherwise agreed in writing.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, expires on .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for more than 10 days following written notice of such breach, or immediately upon insolvency or appointment of a receiver for the other party.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other relating to business operations, personnel, pricing, trade secrets, client lists, proposals, technical data and other information that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure as evidenced by written records; or (c) is obtained from a third party having the right to disclose it without obligations of confidentiality.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care, (ii) use Confidential Information solely for the purposes of performing under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations under this section shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, where protection shall remain for so long as such information qualifies as a trade secret.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Independent Contractor; Compliance

Service Provider and its personnel shall perform services as independent contractors. Nothing in this Agreement creates an employment, joint venture, agency or partnership relationship. Service Provider is responsible for compliance with all applicable labour, employment and tax laws with respect to its personnel.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any schedules or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or other material obligations and that equitable relief may be sought in addition to other remedies. Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party designates in writing.

Sign Now