HR-CL Limited whose principal place of business is at St Peter’s House,6 College Street, Gloucester,GL1 2NF

This agreement (The “Agreement”) the terms of which as are set out below relates services to be purchased hereunder (The “services”).

Whereas

1. HR-CL is in the business of providing Recruitment and HR support to its customers by supporting external recruitment functions, searching and sourcing candidates and maximizing productivity, to meet its customer’s requirements.
2. The company desires to utilize the services provided by HR-CL in order to resource Recruitment Services and Administration & Job Postings.

NOW, Therefore in consideration of the promises and mutual covenants and obligations hereinafter set forth, IT IS HEREBY AGREED as follows:

1.1 HR-CL will provide the company with services, which may include searching and sourcing candidates. 

1.3 The Resourcers will work out of HR-CL’s offices in India or any other location designated by HR-CL.

1.4 The Resourcers will provide the services during HR-CL normal business hours which are from 9am to 5pm (GMT) Monday to Friday Including public holidays. 

1.5 HR-CL will not charge any commission fee as the total ownership of candidates is for the Company.

2. Ownership of Intellectual Property

HR-CL will need to enter into licenses to access job boards and to access proprietary software’s and contact data base to provide the Service. All such software, contact data bases and job boards licenses will be acquire by HR-CL at its own expense and shall be sole property of HR-CL and Company shall have no rights of any kind in such licenses, software or data base.

4. Payment Terms

1. HR-CL will invoice the Company at the Start of month for the services which shall be paid for Full invoice within 30 days.

1. The Company agrees to pay HR-CL by BACS or Online Transfer, at the Start of each service month.

5. Confidential Information

5.1 All written and oral information disclosed or provided by the Company to HR-CL under this agreement may be considered ‘Confidential Information’ regardless of whether it was provided before after the date of this agreement or how it was provided to HR-CL.

5.2 Confidential information’ means all data and information relating to the business and management of the Company, including the proprietary information to which access is obtained by HR-CL in the course of providing the Services save for information which is specifically excluded as referred to in Clause 5.3 below.

5.3 The following classes of information will not be deemed to be ‘Confidential Information’ for the purpose of this agreement.

5.3.1 Information that is generally known about the Company.

5.3.2 Information that know or subsequently becomes generally available to the public through no wrongful act of HR-CL.

5.3.3 Information that HR-CL rightfully had in its possession prior to receiving the information from the company.

5.3.4 Information that is independently created by HR-CL without direct or indirect use of the ‘Confidential Information’.

5.3.5 Information that HR-CL lawfully obtains the information from a third party who has the right to transfer or disclose it.

6. Confidential Obligation

6.1 Except as the otherwise provided in the Agreement HR-CL shall keep all ‘Confidential Information’ Confidential

6.2 Except as otherwise provided in this agreement all ‘Confidential Information’ will remain the exclusive property of the Company and will only be used by the HR-CL only to assist in the provision of the services which HR-CL has agreed to provide under this agreement. HR-CL will not knowingly use ‘Confidential Information’ for any purpose, which might be directly or indirectly detrimental to the Company or any of its affiliates or subsidiaries.

6.3 The obligation to ensure and protect the confidentially of ‘Confidential Information’ imposed on HR-CL hereunder will survive the expiration or termination, as the case may be, of this agreement and will continue the period of 1 year from the date of such expiration or

Termination.

7. Publicity

HR-CL will not publicize the fact that it providing services to the company under this agreement in any media without the prior written consent of the company.

8. Non-Compete

8.1 HR-CL agrees that for so long as this Agreement remains in the force and for 12 month thereafter it will not approach any clients introduced by Company during the period of this agreement for the provision of providing consulting services, which are the primary business of the Company.

8.2 The Company likewise agrees that for so long as this Agreement remains in the Force and for 12 months thereafter it will not rather directly or indirectly, hire, give assignments outside this contract or accept the services from any employee or consultant of the HR-CL and will not attempt during such period to do any of the forgoing.

9. Independent Contractor

The parties acknowledge and agree that, unless agreed otherwise, HR-CL and its employees/agents shall be, and shall be considered to be independent contractor(s) for all purpose and at all times and that neither HR-CL nor its employee/agents of the Company.

10. Indemnification

HR-CL and the Company each agree to indemnify and hold harmless the other party, its respective successors, officers, directors, employees, designees and agents, from and against any and all claims, actions, demands, costs, liabilities and expenses (including reasonable legal and accounting fees) arising or resulting from that party’s breach of any of the terms of this Agreement or in respect of that party’s negligent, reckless or willful act or omission in the course of the provision of the Services under this Agreement.

11. Warranty, Remedy, AND Limitations

11.1 HR-CL warrants that the Services will be performed on a professional and timely basis, and that the candidates identified by the Resourcer shall be essentially in accordance with the Company’s request and search parameters. However, HR-CL makes no warranty that any of the candidates identified by the Resourcer are in fact suitable for the Company’s needs and purposes. No further warranties, express or implied, are made by HR-CL in respect of the Services.

11.2 Notwithstanding anything to the contrary contained herein, except as may arise pursuant to the indemnity set out above, neither party shall be liable to the other party (nor to any person claiming rights derived from the other party’s right) for any indirect, special, incidental, consequential. Punitive, or exemplary damages of any kind, includes lost revenues or profits, loss of business or loss of data, arising out of or relating to this Agreement, whether the cause of action arises in contract, tort, or otherwise shall not exceed the amounts paid by the company to the HR-CL hereunder.

12. Severability

In the event that any provision of this agreement is determined to be invalid or unenforceable in accordance in any jurisdiction, the same shall be severed here from but the remaining provisions herein shall remain in full force and effect and shall be liberally construed far as possible to give effect to the purpose and intent of the parties as stated in this Agreement.

13. Force Majeure

HR-CL is not and shall not be responsible for it s failure to provide the Services or for its non- compliance with any provision of this Agreement to the extent such failure or delay is beyond its reasonable control.

14. Variations

This Agreement may only be modified in writing and then only with the mutual consent of both parties.

15. Nature Of Agreement

The Services provided under this Agreement are not and shall not at any time be provided on an exclusive basis and either party shall be fully entitled to make similar arrangements for the provision of similar professional services with any other person.

17. Choice Of Law

This Agreement shall be interpreted in all respects in accordance with English law and any dispute arising hereunder which cannot be settled amicably shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit.