Recruitment Terms US
Last updated - 8th June 2025
RECRUITMENT SERVICES AGREEMENT
The terms and condition stated here under this “Recruitment Services Agreement” (“Agreement”) shall be read in conjunction with the Order Form/ Work Order (“Order Form”) that has been signed between the “You”, being the Customer, who is identified on the Order Form and to whom the Services (as defined below) are being provided (“Customer”/ “You”) by the “Company”. For the purposes of this Agreement, “Company” shall mean either Global Roots, Inc. a Delaware Corporation or Zemploy India Private Limited, a company incorporated and existing under the laws of India.
The Order Form executed between you and the Company shall identify the Company who will be providing the Services to the Customer.
Company and Customer shall individually be referred to as “Party” and collectively as “Parties”.
The Company shall have the right to update the terms of this Agreement, however, if there are any material changes to the terms hereof, the Company shall send you a notice of change of the terms stated here in this Agreement. Unless objected by You, the amended terms of the Agreement shall apply to You post the period in the change notice.
In the event of any objections and/or variation of these terms are required, the same shall be captured as special terms in the Order Form or via an addendum attached to the Order Form. Unless executed by both the Parties, no special terms shall be applicable on the provision of Services by the to the Customer.
Company and the Customer acknowledge that the performance of this Agreement will require the mutual cooperation of the Parties, and each of the Parties shall assist and cooperate with the other Party as reasonably necessary to enable this Agreement to be performed and facilitate the proper management of the Services. The Parties shall use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Services.
Terms and Conditions
1. Services.
a.This Agreement describes the recruitment services to be provided by Company to the Customer to identify potential job applicants/candidates for the Customer in order to fill a job vacancy or relevant position. Accordingly, based on the Customer’s Recruitment Information (as defined below) provided to Company by the Customer, Company will: (i) identify, select, source, pre-screen, shortlist, propose and refer suitable candidates that meet the Customer’s Recruitment Information (“Candidates”) to the Customer for employment, whether on a full time, part time or temporary basis; (ii) provide to Company the Candidates Information; and, as and, when made applicable and available, undertake a preliminary interview of each Candidate to be presented to the Customer. The exact nature of Services shall be detailed in the Order Form. (“Services”)
b. For the purposes of this Agreement, “Candidates Information” may include: (i) the bio-data of the Candidate, including name, address, contact number, email, gender etc; (ii) the qualifications and other certifications of the Candidate; (iii) skills, abilities, talents, experience, knowledge, and competencies of the Candidate; (iv) the achievements of the Candidate; (v) documents such as curriculum vitae (CV), resumes, photograph, copies of government issued identity and address proof documents, copies of educational certificates, copies of training certificates, copies of professional certificates, and reference letters. The scope and contents of the Candidates Information will differ for each Candidate and will include only that information which is requisitioned by the Customer in the Customer’s Recruitment Information.
c. Upon receipt of the Customer’s Recruitment Information, Company will search for, locate, screen and profile suitable Candidates for the position(s) required within such time periods as may be mutually agreed between Company and the Customer.
2. Customer’s Obligation.
a. General Obligations: The Customer shall: (i) cooperate with and provide all information and support necessary to facilitate Company to provide the Services; and (ii) work with Company in availing the Services. Without limiting the foregoing, the Customer shall, in connection with Company’s performance of the Services: (i) provide Company with complete and accurate information regarding the Customer’s requirements with respect to the Services; (ii) promptly respond to the queries submitted by Company in connection with the Services; (iii) not knowingly do any act or thing which may injure or tend to injure or adversely affect the reputation of Company, its business, promoters, directors, officers, employees, consultants, representatives and agents; and (iv) promptly inform Company of any circumstances which may impact the Services. The Customer shall inform Company immediately if the Customer no longer intends to fill a relevant vacancy or position.
b. Provision of Customer’s Recruitment Information: The Customer will provide Company with detailed and complete Customer’s Recruitment Information. For the purposes of this Agreement “Customer’s Recruitment Information” includes: (i) executive summary of the Customer and its organisation and business; (ii) the vacancy/position the Customer intends to fill and a detailed description of the position, including the full job description for the position; (iii) the proposed designation or title for the position; (iv) a detailed description of the desired applicants/candidates, including their age, location, language requirements, educational and professional qualifications and requirements, experience, knowledge, and skills; (v) place/location of work and travel considerations; (vi) the salary and compensation payable and all other benefits provided for the position; (vii) career potential; (viii) the terms and conditions of employment; (ix) the employment start date;
(x) any specific/special requirements considered necessary by the Customer; (xi) the duration and timeline for the candidate search; and (xii) the schedule and timeline for arranging and streamlining the interviews and meeting appointments. The Customer hereby authorizes Company to share the Customer’s Recruitment Information with potential Candidates or such other third parties or publish or disseminate the same for the purposes of providing the Services in a manner deemed fit by Company.
c. Point of Contact: The Customer shall appoint and keep in place during the term of this Agreement one or more managers (individually, a “Contact Manager”) who will allocate such portion of his/her working time as may be reasonably necessary to facilitate the performance of the Customer’s obligations under this Agreement, on a timely basis and in accordance with the terms hereof. If the Contact Manager shall be absent or otherwise unable to perform his/her duties for an extended period of time, then the Customer shall identify an alternate person who shall have the same duties and authority to act as that of the previous Contact Manager. The Contact Manager shall: (i) be duly authorized to act for and on behalf of the Customer with respect to all matters relating to this Agreement; (ii) receive and provide all communications relating to the matters arising hereunder; and (iii) have overall responsibility for managing and coordinating the performance of the Customer’s obligations hereunder.
d. Verification of Candidate: The Customer shall, at its own cost, satisfy itself as to the suitability of any Candidate for the role/position for which the Candidate has been introduced. The Customer is solely responsible for carrying out any pre-employment screening, investigation, enquiry, and background check to verify a Candidate’s suitability for a position. This may include: (i) checking with respect to matters such as qualifications, previous employment history, criminal records, medical history, credit history, and work permit requirements as applicable; (ii) taking up references; (iii) arranging any medical examinations; and (iv) performing any other activities that may reasonably be expected of an employer or required by law. For clarity, the Customer acknowledges and confirms that Company has not been engaged to, and will not, perform management functions or make management decisions on behalf of the Customer, and Company does not have any responsibility for the decisions or actions of the Customer. The Customer is solely responsible for making its own evaluations and decisions regarding the Candidates referred by Company and the final selection of a Candidate for the relevant role/position. Company cannot guarantee the successful performance of any Candidate or any specific outcomes after a hire, and Company is not responsible for any acts or omissions made by the hired Candidate.
e. Scheduling of Interviews: The Customer will consider the Candidates submitted and introduced by Company and arrange for interviews with such Candidates which are shortlisted by the Customer.
3. Reporting to Company:
a. The Customer shall provide detailed feedback on the Candidates forwarded by Company to the Customer. Further, the Customer shall immediately notify Company of any intention to proceed with the hiring of a relevant Candidate.
b. If the Customer elects to hire any Candidate (“Approved Candidate”), it shall: (i) immediately notify Company and provide to Company a copy of the offer letter issued to the Approved Candidate together with all details relating to his/her employment, including the date of joining, the remuneration package, and any other relevant information; and (ii) immediately notify Company of acceptance of the offer of employment by the Approved Candidate.
c. The Customer shall maintain complete records of all Approved Candidates employed by it, including the appointment letters and the contracts entered into by it with each Approved Candidate. The Customer shall permit Company, and its advisors, representatives, and agents at all reasonable times to inspect such records.
d. If a Candidate is appointed by the Customer for a position other than that position for which the Candidate is nominated by Company, then the terms of this Agreement shall be deemed to applicable to the post to which the Candidate is appointed.
e. Existing Candidate. A Candidate referred to the Customer shall be considered as a duplicate candidate, if, the Candidate’s profile already exists in the Customer’s internal database prior to the Company referring such Candidate and/or such Candidate has been referred to the Customer by a third-party prior to the referral by the Company, in either case for a particular role only. In such cases, the Customer shall inform the Company within 3 (three) business days, that the Candidate so referred by the Company is an “Existing Candidate”, failing which such Candidate shall not be considered as an Existing Candidate. A Candidate will not be considered as an Existing Candidate, if the referral is for a role other than the initial role for which such Candidates’ profile existed.
f. Referral Period. All Candidates referred to the Customer (except Existing Candidates) shall be considered to be valid and active referrals by Company for a period of 1 (one) year from the date of referral (“Referral Period”). Further, should the Customer hire or employ a referred Candidate during Referral Period, Company would be entitled to the placement fee as per the Order Form executed between the Parties. If the Customer, in breach of this Agreement, refers any Candidate to a third party and such Candidate is hired or employed by such third party, then the Customer shall be liable to pay Company the Placement Fee. The Customer shall promptly notify Company upon its hiring or employing any Candidate within the Referral Period and the Annual Gross Salary offered to such Candidate. The Customer shall provide to Company, the complete breakup of the Annual Gross Salary and other compensation offered to the Hired Candidate for raising its invoice. The obligation of the Customer to pay the placement fee to Company shall survive the termination of this Agreement for any reason whatsoever.
g. Use of AI. The Customer understands and agrees that the Company shall utilize artificial intelligence and other technologies in order to screen the potential Candidates for referral, and the Customer agrees to the use of the same by the Company.
4. Confidentiality and Return of Candidates Information:
a. Any information given to the Customer by Company about a Candidate, including the Candidates Information shall be considered as strictly confidential and shall not to be disclosed, divulged and/or provided to any third party for any purpose whatsoever.
b. All Candidates Information shall be and remain the exclusive property of Company. In case some of the Candidates referred by Company are not short listed, the Customer will return the Candidates Information of such Candidates to Company or as required by Company erase and destroy all such Candidates Information which information includes information stored in any form or media, digital storage media as well as written or printed form.
5. Non-circumvention:
a. The Customer appreciates, acknowledges, and agrees that all Candidates introduced by Company to the Customer represent significant efforts and expertise in matching suitable Candidates with specifically requested roles/purposes. Therefore, the Customer shall not circumvent Company and shall refrain from conducting any dealings of whatsoever nature, either directly or indirectly, with the Candidates, without the prior written consent of Company.
b. The Customer specifically agrees that it shall not and shall ensure that its directors, officers, employees, agents, representatives, associates, and any related parties shall not, either directly or indirectly, contact, deal with or otherwise become involved with any Candidate introduced by Company, directly or indirectly, including by accessing Company’s Platform, for the purpose of avoiding the payment to Company of the fee and other consideration payable under this Agreement.
c. Non-Disparage: The Customer shall not make any statement or allegation to any third party, nor make any public announcement, press release, public speech or permit press interviews, or post any statement on any social media or other electronic media, which expressly or impliedly has the effect of disparaging Company or injuring or harming the business reputation of Company or do any act that will be prejudicial to the interests of Company and/or its business.
6. Disclaimer:
a. The Customer accepts that no warranty as to the suitability of the Candidates can be given by Company and, in particular, Company cannot guarantee that a suitable Candidate can always be found to fit the role specified by the Customer. Company makes no representations or warranties regarding any Candidate and Company does not guarantee the performance of any Candidate who may be hired by Customer. The Customer shall be wholly responsible for its decisions regarding hiring a Candidate and Company shall have no responsibility or liability for the quality, performance, malfeasance, or wrongdoing of any Candidate. The Customer specifically understands, acknowledges, and agrees that through its Services, Company is not: (i) recommending any Candidate to the Customer for employment; (ii) grading or rating any Candidate; and (iii) required to provide any professional advice or other opinions on any Candidate.
b. Company searches for, locates, screens, and conducts preliminary interviews of potential Candidates (if and when applicable) and obtains their respective Candidates Information, which Company records and retains on an “as is” and “as provided” basis. The information contained in Company’s assessment of the relevant Candidate is therefore based on Candidates Information provided to Company by the relevant Candidate and Company does not and is not under an obligation to independently examine, investigate, and/or verify the correctness of the Candidates Information. Company: (i) cannot take responsibility for the Candidates Information and other information provided or made available to Company by the Candidate; (ii) does not examine, verify, research, endorse, validate or certify the Candidates Information and any other information submitted by the Candidate nor assumes that all Candidates Information and other information will be complete, accurate, truthful, trustworthy and reliable; (iii) cannot and does not warrant or guarantee the accuracy of the Candidates Information and any other information submitted by the Candidate; and (iv) does not offer any advice with respect to any Candidate. Company accepts no responsibility whatsoever for any errors, omissions, and/or misrepresentations contained in the Candidates Information or incorrect conclusions drawn therefrom. The Customer acknowledges that the role of Company as between the Customer and a potential Candidate is limited to facilitating the interaction and exchange of communication and information between the Customer and the potential Candidate and with the expectation that Company shall not, under any circumstances, assume any risks of the Customer. Given that Company does not research, verify, endorse, represent, warrant, or guarantee the truthfulness, completeness, accuracy, reliability, or veracity of the Candidates Information, the Customer confirms that it is not relying on Company, and its Services and it is solely responsible for determining whether a relevant Candidate is appropriate or suitable for it based on its own independent examination, due diligence, opinion, and judgement.
c. The Customer specifically acknowledges and agrees that Company is not involved in the transactions between the Customer and the Candidates regarding employment or otherwise and is not responsible or liable in any manner and the Customer will engage with the Candidates at its sole risk. Further, Company does not take part in the negotiation or execution of any transaction related to or in connection with employment of the Candidates and all commercial and contractual terms are offered by and agreed to between the Customer and the Candidates alone. Company does not have any control and does not determine or advise or in any way involve itself in the offering or acceptance of such commercial and contractual terms between the Customer and the Candidates. Accordingly, if a dispute arises between the Customer and the Candidates, the Customer shall, and shall ensure that the Candidates shall, forever release Company, its affiliates, directors, officers, employees, contractors, vendors, Company, agents, representatives, licensees, successors, and assigns from all claims, demands, losses, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
d. Company: (i) shall not, in any manner whatsoever, be responsible for any non-performance or breach by the Candidates or for any act, omission, or default, whether negligent or otherwise, of the Candidates; (ii) bears no liability to the Customer for any failure of the Candidates to fulfil their obligations towards the Customer; (iii) cannot and does not guarantee that the Candidates will perform all their obligations towards the Customer; and (iv) shall not and is not required to mediate or resolve any dispute or disagreement between Customer and the Candidates. Company shall not be obligated to indemnify the Customer to the extent that the relevant losses arise out of or are related to the acts or omissions of the Candidates.
e. The Customer acknowledges and agrees that every decision taken by the Customer pursuant to the transactions contemplated under this Agreement represents an assumption of risk and that Company does not and shall not underwrite or assume the risks of the Customer in any manner. The Customer is solely responsible for evaluating and determining the suitability of the Candidates and the risks associated with hiring such Candidates.
f. Company, its directors, officers, employees, consultants, agents, and representatives shall not be liable under any circumstances, whether in contract or in tort or under any other legal theory, for any losses, damages, liabilities, claims, costs and expense (whether direct, special, incidental, indirect or consequential) which may be suffered or incurred by the Customer arising from or in any way connected with: (i) Company seeking a Candidate for the Customer; or (ii) the introduction by Company of a Candidate to the Customer; or (iii) the hiring of any Candidate by the Customer; (iv) the failure of Company to introduce any Candidate to the Customer; or (v) any claim made against the Customer by a Candidate, even if Company has been advised of the possibility of the same.
g. Company shall not be liable for any inadequacies and inaccuracies in the information provided by the Customer to Company and understood by the potential Candidate.
7. Consideration, Payment Terms:
a. Upon the Customer hiring an Approved Candidate referred by Company (“Hired Candidate”), the Customer shall pay to Company a percentage of the Annual Gross Salary offered by the Customer to the Hired Candidate (“Placement Fee”) as detailed in the Order Form. For the purposes of this Agreement “Annual Gross Salary” with respect to a Hired Candidate includes the total compensation offered by the Customer to the Hired Candidate (whether guaranteed, optional and/or discretionary), including salary, wages, other emoluments, and allowances of all kinds, including house rent allowances, fixed allowances, leave travel allowance, benefits (of all kinds), incentives (of all kinds), reimbursements of all kinds including medical and vehicle reimbursements, bonus, including performance bonus, cost of career advancement opportunities.
b. All payments shall be made in USD, and the obligation of the Customer to pay the Placement Fee to Company shall survive the termination of this Agreement for any reason whatsoever.
c. Termination of Hired Candidate’s Employment.
i. If the employment of a Hired Candidate with the Customer is terminated within a period of 30 (Thirty) days from the date of his joining the Customer for reasons other than Cause (as defined below), then Company will, at its cost, identify a suitable replacement for such Hired Candidate, provided that Customer has paid the full Placement Fee in accordance with the terms of this Agreement. The replacement shall be done only once. Thereafter, any new Approved Candidate shall be considered as a new Hired Candidate and Placement Fee shall be paid accordingly.
ii. For the purposes of this Agreement “Cause” means: (i) the Hired Candidate has terminated his employment with the Customer on account of: (a) the Customer not offering the role and/or position as was offered by the Customer at the time of recruitment; (b) the Customer changing the salary or compensation structure to the prejudice of the Hired Candidate or withdrawing or failing to pay any incentives or benefit promised at the time of recruitment; (c) a breach by the Customer of the terms of employment entered into with the Hired Candidate; (d) the Customer changing its location or the Customer requiring the Hired Candidate to change his location; (e) organisational issues of the Customer, including financial or legal issues that were not disclosed to the Candidate at the time of recruitment; (ii) the Hired Candidate is discharged or terminated following a layoff, downsizing, reduction in workforce, work shortages or other reorganization of employees undertaken by the Customer; (iii) the Hired Candidate is discharged or terminated following the Customer’s involvement in a strategic or organizational change or a corporate restructuring event, including an acquisition, amalgamation, merger, demerger, sale of assets, or any other event involving a change in control, ownership or management.
iii. The Customer shall provide full particulars regarding any termination of a Hired Candidate together with all supporting documentation and evidence.
d. Taxes, The Placement Fee is exclusive of all direct and/or indirect goods and services tax, duties and other levies arising out of or in connection with the supply of the Services, which shall be solely borne and paid by the Customer.
e. Withholding Taxes. If any withholding taxes are applicable on payments to Company, the Customer will withhold such amounts, pay the same to the tax authority, and furnish Company with appropriate documentation of the amounts so withheld, as soon as practicable.
f. Invoice. Company will raise an invoice on the Customer for the Placement Fee on the date of joining of the Hired Candidate.
g. Payments. The Customer will make all payments to Company upon receipt of Company’s invoice and in all events within 30 (thirty) days from the date of receipt of the invoice, failing which the Customer shall pay all outstanding amounts together with interest thereon at the rate of 1.5% per month from the date the amount is due till the date of actual payment.
8. Term and Termination.
a. Unless otherwise provided in the Order Form, the terms of this Agreement shall continue unabated unless terminated by either party by written notice given to the other at least 30 (thirty) days prior to its expiration date.
b. Either party may terminate this Agreement with or without cause upon 30 (thirty) days written notice.
c. In the event of breach by either Party of any of the terms hereof, either Party may give notice of such breach and in case of failure by the other party to rectify such breach within 30 (thirty) business days from the date of such breach, the other party may forthwith terminate this Agreement. Termination for breach will not alter or affect the terminating party's right to exercise any other remedies for breach.
d. Obligations under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation, or expiration of this Agreement.
9. Confidentiality.
a. Each Party undertakes, covenants and agrees that during the term of this Agreement and perpetually thereafter, either Party shall not disclose or authorize anyone to disclose any tangible and intangible information obtained or disclosed, including all documents, data, software, papers, statements, any business or customer information, trade secrets, and all such information shall be deemed by both the Parties to be confidential and proprietary information to them (hereinafter referred to as “Confidential Information”).
b. In the event the disclosing party of such Confidential Information orally discloses the information to the receiving party, the disclosing party agrees to promptly notify the receiving party of the confidentiality of such oral disclosure and reduce to writing such Confidential Information and submit the same to the receiving party within 48 hours of such oral disclosure, failing which the receiving party shall not be bound by the confidentiality obligations as herein provided as regards the said Confidential Information disclosed orally.
c. Both the Parties agree that they will not disclose, publish, or disseminate the Confidential Information and shall take precautions to prevent any unauthorised use, disclosure, publication, or dissemination of such information, unless required by the order of any court of competent jurisdiction, provided either Party consults each other prior to such disclosure (to the extent legally permissible) to enable the Parties to obtain protective order or waiver on such disclosure. Parties also agree that it shall protect the said information by exercising the same standard of care as it would for its own confidential information (and in no circumstance less than the reasonable standard of care). Parties also agree that it shall protect the said information by exercising the same standard of care as it would for its own confidential information (and in no circumstance less than the reasonable standard of care) and the same shall be stored and handled in such a manner so as to prevent its unauthorized disclosure and exploitation.
f. Notwithstanding anything in this clause, the Confidential Information shall not include information that: (a) is or becomes generally available to the public, (b) was in its possession or known by its prior to receipt from the disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any proprietary information of the disclosing Party, (e) is required to be disclosed by law or (f) was approved for release or disclosure with prior written authorization of the disclosing Party.
g. Each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this Agreement. The Company may disclose its Confidential Information to the Candidate for the provision of Services. The Customer acknowledges that the Company shall not be held liable for any breach of confidentiality in relation to such Confidential Information by the Candidate.
h. Each Party acknowledges that in connection with the transactions contemplated under this Agreement, it will receive and have access to data and information about the other Party, its directors, officers, employees, consultants, agents, representatives, and Customers (including personal and sensitive information about the Candidates), which is confidential, personal, and sensitive (hereinafter “Sensitive Data”). Accordingly, each Party shall strictly comply and cause its officers, employees, consultants, agents, and representatives to strictly comply and remain in compliance with all Applicable Laws relating to data privacy and security (hereafter “Data Protection Laws”). In the event that the Services are being provided by “Global Roots, Inc.”, the information shall be stored in the servers based out of U.S.A and in the event the Services are being provided by “Zemploy India Private Limited”, then, the information will be stored in local servers based out of India. All personal data shall be handled as per Company’s privacy policy and data protection policies.
i. Each Party shall and shall ensure that all its employees, personnel, consultants, agents, and representatives comply with the provisions of the Data Protection Laws and must not do, or omit to do, anything that would cause, or may be reasonably expected to cause the other Party to be in breach of any provisions provided under the Data Protection Laws.
j. Each Party shall: (i) implement and maintain all appropriate physical, technical, procedural and organizational security and confidentiality measures which are necessary to prevent, protect and/or identify unauthorized or unlawful access, use, misuse, transmission, dissemination, processing, alteration, modification and/or disclosure of the Sensitive Data; and (ii) ensure that all its networks, systems, Platforms, equipment and network elements on which the Sensitive Data is stored, transmitted or processed are located in secure physical facilities with access strictly limited and restricted to authorized individuals only.
10. Representation and Warranty:
a. Each Party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; and (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation, or law to which such Party is bound.
b. The Company represents and warrants to Customer that it will provide the Services in a workman like manner, in accordance with the generally accepted industry standards and practices.
c. Customer will perform its responsibilities hereunder in an efficient manner and shall not infringe any intellectual property rights, trade secrets or other proprietary rights of a third party during the term of this Agreement or thereafter.
11. Indemnification, Limitation of Liability.
a. Customer shall indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, agents, and other representatives from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, attorneys’ fees and legal expenses), that the Company would have suffered or incurred in connection with any claim, demand, suit, action, or other proceeding by any third party arising from or relating to (i) any breach of this Agreement by Customeror any of its obligations or representations and warranties hereunder; (ii) any and all taxes as imposed on the Company arising and related to the provision of Services by the Company by relevant tax authorities; (iii) any act or omission in connection with Client’s receipt of the Services, including, without limitation, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that the Company incurs as a result of having performed services on behalf of Client; (iv) gross negligence, willful misconduct; (v) Client’s use, attempted use, or misuse of the Services; or (vi) breach of confidentiality obligations.
b. Indemnification for Prior Engagement. Customer shall
indemnify and hold harmless the Company against any legally enforceable claim made
by the Candidate relating to or arising from any engagement undertaken
directly by Candidate with or for Customer prior to the beginning of
Candidate’s engagement with Company. Should any such prior engagement exist,
Customer shall reimburse Company in accordance with the payment terms of this
Agreement the Company’s Fees hereunder. Such costs and fees may include, without
limitation, additional remuneration, accrued statutory leave, seniority benefits,
termination indemnity, rights and obligations gained as a result of deemed
employment, and actual loss of earnings or status of Candidate as well as any
employer’s costs, contributions, taxes, or similar relating to arising from the
foregoing.
For the avoidance of doubt, engagement shall mean engagement in any form including but not limited to as an employee, or an independent sub-contractor whether directly or via one or more third parties.
c. The Company shall indemnify, defend, and hold harmless Customer from
and against direct judgments, losses, damages, liabilities, costs, or expenses
(including, but not limited to, attorneys’ fees and legal expenses) Customer would
have suffered or incurred in connection with any actual claim, demand, action, or
other proceeding by any third party arising from or relating to gross negligence
or willful misconduct by Company in connection with the performance of the
Services hereunder; and any breach of the obligations, warranties and
representations of the Company under this Agreement.
LIMITATION OF LIABILITY AND WARRANTY
EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 AND EITHER
PARTY’S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9, AND EITHER PARTY’S
GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER
FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY SORT,
INCLUDING, WITHOUT LIMITATION, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY
DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. NEITHER PARTY’S TOTAL
LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL OF FEES
PAID DURING THE LAST 6 MONTHS FROM THE OCCURRENCE OF INCIDENT CAUSING BREACH.
COMPANY DOES NOT WARRANT OR GUARANTEE AND IS NOT RESPONSIBLE FOR ANY WORK
PERFORMED OR SERVICES PROVIDED BY CANDIDATE. IT IS UNDERSTOOD AND AGREED THAT
WHILE COMPANY SHALL TAKE REASONABLE CARE AND USE COMMERCIALLY REASONABLE EFFORTS
IN ARRANGING AND PROVISIONING OF THE SERVICES, COMPANY SHALL NOT BE LIABLE FOR THE
TIMELY PROVISIONING OF ORDERS FOR CUSTOMER OR FOR ANY ACT OF COMMISSION OR
OMISSION IN CONNECTION WITH THIS AGREEMENT OVER WHICH THE COMPANY HAS NO
CONTROL.
EXCEPT AS SET OUT IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE NATURE, QUALITY AND BACKGROUND OF THE CANDIDATE, OR ANY LEGAL IMPEDIMENT RELATING TO THE ENGAGEMENT OF THE CONSULTANT BY COMPANY IN CONNECTION WITH THE SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
9. General Provisions:
a. Waiver and Amendment. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by both Customer and Company. The failure of either Customer or Customer at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law, in equity or otherwise.
b. Assignment. Neither party shall have the right to assign any of its obligations under this Agreement to others except with the consent of the other; provided that no such approval shall be required in the event of assignment to any of the affiliates of either Party or any sale of all or substantially all of the assets of the controlling interest of either Party, or in the event of any merger or acquisition of or by either Party, and in this event this Agreement shall be binding upon any such successor and the same shall be notified in writing to the other Party.
c. Right to Sub-Contract. In the performance of its obligations hereunder, the Company shall have the right, in its sole discretion, to subcontract its rights and responsibilities to any third party, provided that the Company it shall take steps to ensure that such third party observes and enforces the confidentiality requirements of this Agreement.
d. Independent Contractors. Company is an independent contractor and nothing in this Agreement shall be deemed to make Company an agent, employee, partner or joint venture partner of the Client. Neither party shall have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
e. Governing Law, Jurisdiction .
- For all Customers being serviced by Global Roots, Inc: This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of Delaware.
- For all Customers being serviced by Zemploy India Private Limited: This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of India. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of appropriate jurisdiction in Bengaluru, Karnataka, without giving effect to principles of conflicts of law.
f. Compliance with Laws. Customer agrees that it shall at all times fully comply with all laws, statutes, ordinances, rules, regulations, and orders applicable to the Services or this Agreement.
g. Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement will be construed as if said invalid or unenforceable provision had not been contained herein.
h. Entire Agreement. The terms of this Agreement, including the Order Form, any special terms attached hereto, sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, understandings, representations, conditions, and all other communications relating thereto.
By accepting and executing the Order Form, you agree that you would be bound the Terms of this Agreement and all Services will be provided pursuant to the terms hereof.
***
