MASTER SERVICES AGREEMENT FOR STAFFING

Master Services Agreement FOR STAFFING

This Master Services Agreement for Staffing (“Agreement”) is made by and between:

 

eTeam Workforce Sdn Bhd CNTNAME
Business Suite, Unit 19A-24-3 Level 24, UOA Center, No. 19 Jalan Pinang, Kuala Lumpur, Malaysia, 50450 and CNTADD1, CNTADD2, CNTSUITE

CNTCITY, CTNSTATE, CNTZIP
[“Company”] [“Client”]

INTRODUCTION

This Agreement, effective as of EFFDATE (the “Effective Date”) contains the terms and conditions that govern the relationship between the Company and the Client (Company and Client are together hereinafter referred to as the “Parties” and each individually a “Party”).  The specific description of Services to be provided by the Company will be set forth in one or more separate Statements of Work.

 

 

AGREEMENT

 

In consideration of the mutual promises contained herein and for good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

 

  1. SERVICES

 

  • “Services” means those services provided by the Company to the Client under a Statement of Work. Each Statement of Work shall be governed by, and subject to, the terms of this Agreement.  To the extent of any conflict between this Agreement and a Statement of Work, this Agreement shall supersede the Statement of Work to the extent of such conflict unless the Statement of Work Parties expressly provide to the contrary in the applicable Statement of Work.

 

  • Client may utilize the Services of any of the Company’s Affiliate(s) pursuant to a Statement of Work issued hereunder.

 

  • Each Statement of Work and any modification(s) thereto shall be signed by an authorized representative of each of the Parties before the Company shall have any obligation to perform thereunder.

 

  • The Company agrees to use commercially reasonable efforts to provide qualified Assigned Personnel in connection with each Statement of Work. Should any Assigned Personnel be unable to perform the Services because of illness, resignation or other causes beyond the Company’s reasonable control, the Company will use reasonable efforts to replace such Assigned Provider Personnel within a reasonable time but shall have no other liability to Client.  The Company warrants that it will perform all Services in a manner consistent with generally accepted industry practices applicable to such Services.  “Assigned Personnel” means persons or entities placed or assigned by the Company to perform services for or on behalf of Client, provided that such placement or assignment shall be governed by the terms and conditions of an applicable Statement of Work.

 

  • For purposes herein, (i) “Affiliate” means any other entity Controlling, Controlled by, or under common Control with the Company or Client, as applicable. “Control” and its derivatives (including, but not limited to, the terms “Controlling” and “Controlled by”) shall mean: (a) the legal, beneficial, or equitable ownership, directly or indirectly, of (1) greater than 50% of the aggregate of all voting interests in an entity, or (2) equity interests having the right to greater than 50% of the profits of an entity or, in the event of dissolution, to greater than 50% of the assets of an entity; (b) the right to appoint, directly or indirectly, a majority of the board of directors or similar governing board; or (c) the right or power to control, directly or indirectly, the management or direction of the entity by contract or corporate governance document; (ii) “Statement of Work” means a legally binding document that describes the Services to be performed by the  Company for the Client, and which expressly references this Agreement.  The Statement of Work may contain other terms and conditions between the Parties, including, but not limited to, payment terms.

 

 

  1. FEES, EXPENSES AND INVOICING

 

  • In exchange for the Services, and as more particularly described in each Statement of Work, Client shall pay the Company the fees and other compensation or amounts set forth therein. To the extent any Statement of Work fails to specify the fees and other compensation or amounts due in exchange for the provision of the Services set forth therein, such fees, compensation or other amounts due shall be reasonable and determined by the Company after consultation with the Client.  Except as otherwise provided in a Statement of Work, (i) Client shall reimburse the Company for all reasonable out-of-pocket expenses incurred by it in connection with the Services to be provided thereunder, and (ii) fees and other compensation or amounts (including, but not limited to, reasonable out-of-pocket expenses) will be invoiced monthly and shall be due and payable in full within thirty (30) Days of the date of each invoice, without deduction or setoff.  All invoices that are not timely paid shall bear interest at the rate of 1.5% per month, or to the maximum extent permitted by applicable law, whichever is lower.  As used hereinafter, “Days” shall refer to calendar days.

 

  • Client shall pay any excise, sales, use, intangibles, property or other taxes, fees, and other charges and surcharges imposed upon the Company pursuant to any applicable law, rule, regulation or other requirement of law which results from, or is based upon, the provision of the Services by the Company to the Client under a Statement of Work (collectively the “Pass-Through Taxes/Fees/Charges”). For purposes of clarity, Pass-Through Taxes/Fees/Charges shall not include taxes based on the Company’s revenue, profit or income.  The Company will invoice the Client for any Pass-Through Taxes/Fees/Charges, which shall be due within thirty (30) Days of invoice unless otherwise specified in such invoice.

 

  • Client acknowledges and agrees that until any and all past due invoices are paid in full, including any interest assessed thereon and any Pass-Through Taxes/Fees/Charges set forth therein, the Company shall have the right, upon notice to the Client, to immediately suspend and/or terminate the Services and any work in progress under the Statement of Work for which the invoice is past due, in addition to such other remedies it may have at law, in equity or elsewhere in this Agreement. Any such suspension and/or termination shall not relieve the Client of its obligation to pay all charges, fees, and other amounts due that accrued prior to such suspension and/or termination, and such suspension and/or termination shall not result in any liability whatsoever to Company or its Affiliates.

 

  • Client acknowledges and agrees that where tax on the Services is required to be imposed by the Malaysian Sales Tax Act 2018 and/or Malaysian Service Tax Act 2018 or such other applicable and relevant legislation and/or regulations, the relevant rate of tax may be imposed on the fees and other compensation or amounts set forth therein payable to Company.

 

 

  • Client must notify the Company within ten (10) Days of the date an invoice is submitted to Client regarding any bona fide disputed amounts charged to the Client in such invoice (the “10-Day Notice Period”). Failure to notify the Company within the 10-Day Notice Period shall constitute acceptance of all amounts charged to Client in such invoice, and a waiver of any billing disputes thereunder.  Provided notice of a billing dispute is given within the 10-Day Notice Period, the Company and the Client shall work together in good faith to resolve any such dispute.  To the extent any billing disputes remain unresolved past the invoice due date, Section 2.3 shall apply.

 

  • In the event that Client directly hires any Assigned Personnel as an employee or contractor (“Direct Hire”), Client shall pay to Company a placement fee (“Placement Fee”) in form of a percentage of Assigned Personnel’s first year base salary as set forth below in the Conversion Schedule. Base salary BASESAL[does] [does not] include bonuses, overtime, benefits, commissions or other incentive calculations.  Any Placement Fee shall be paid to Company within ten (10) business days of such Direct Hire.

 

Conversion Schedule

0-60 Days:            20% of first year base salary

61-90 Days:          15% of first year base salary

91 – 120 Days:     10% of first year base salary

121 – 180 Days:   5% of first year base salary

181 Days +:          no charge

 

  1. TERM AND TERMINATION

 

  • This Agreement shall commence on the Effective Date and remain in effect until terminated as provided in this Section 3 below.

 

  • Either Party may terminate this Agreement for any reason, with or without cause, upon at least thirty (30) Days’ prior written notice to the other Party; provided, however, any Statement of Work then in effect (each a “Surviving Statement of Work”) shall continue to remain in full force and effect until all of the obligations thereunder shall have been satisfied; further, provided, this Agreement shall continue to apply to each Surviving Statement of Work to the extent all obligations therein are not yet satisfied.

 

  • Either Party may terminate this Agreement or a Statement of Work upon breach of this Agreement or the Statement of Work, respectively, by the other Party after first giving written notice to the other Party specifying the breach in reasonable detail and giving the other Party at least ten (10) Days to cure such breach; provided, however, any Surviving Statement of Work shall continue to remain in full force and effect until all of the obligations thereunder shall have been satisfied; further, provided, this Agreement shall continue to apply to each Surviving Statement of Work to the extent all obligations therein are not yet satisfied. For purposes of clarity, the definition of a “Surviving Statement of Work” shall not include any Statement of Work which is terminated pursuant to this Section 3.3 above.

 

  • Either Party may terminate this Agreement and any Statement of Work then in effect in the event the other Party (the “Failing Party”) (i) becomes insolvent, is dissolved or liquidated, (ii) files, or has filed against it, a petition in bankruptcy and, in the case of an involuntary petition, such petition is not dismissed within thirty (30) Days, (iii) makes a general assignment for the benefit of its creditors, or (iv) ceases conducting business in the ordinary course ((i) through (iv) collectively the “Failing Business Conditions”). In the event any of the Failing Business Conditions are reasonably expected to occur, or, if it is not reasonable to expect at least one (1) of these conditions to occur but it does in fact occur, then the Failing Party must notify the non-Failing Party in writing within three (3) Days after the Failing Party forms its opinion, in good faith, that at least one (1) of the conditions is reasonably expected to occur or, if the condition does in fact occur even though it was not reasonably expected by the Failing Party, then the failing Party must notify the non-Failing Party in writing immediately but in no event more than one (1) Day thereafter.

 

  • Except as expressly permitted in this Section 3 above, in the event the Client terminates a Statement of Work, ceases to perform or suspends performance of the Services under a Statement of Work, or otherwise fails to provide Services under a Statement of Work consistent with the terms and conditions herein and in such Statement of Work, then, in addition to any and all remedies set forth herein and as may permitted by applicable law, the Client shall, within five (5) Days after demand by the Company, pay the Company (i) for all Services rendered by it through the date of termination (including for work-in-progress), (ii) for those costs reasonably incurred in anticipation of performance of such Services to the extent they cannot reasonably be eliminated or avoided by the Company, (iii) for any other termination costs reasonably incurred by the Company, including, but not limited to, cancellation or termination of any secondary contracts it reasonably undertook in anticipation of performance of the Services, and (iv) for any actual damages suffered by the Company.

 

  • For purposes of clarity, not limitation, the rights set forth in this Section 3 above are in addition to any other rights or remedies set forth in this Agreement or under applicable law, and the exercise of the rights set forth in this Section 3 above shall not constitute an election of remedies.

 

  1. CONFIDENTIAL INFORMATION

 

  • The Parties acknowledge that, in connection with the Services, they may be exposed to the Confidential Information (as defined below) of another Party. The Party in receipt of Confidential Information (the “Receiving Party”) shall use reasonable care and exert reasonable efforts to keep confidential and protect any Confidential Information disclosed by the Party disclosing such information (the “Disclosing Party”).  In addition, the Receiving Party shall not use or disclose the Confidential Information to any Third Party, except as expressly authorized by the Disclosing Party.  “Confidential Information” means, without limitation, all proprietary information which relates to Disclosing Party’s (as defined herein) business (including without limitation, business plans, financial data, customer information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc.), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable).  “Third Party” means any person or entity except (i) the Client and its Affiliates, and (ii) the Company and its Affiliates.

 

  • The obligations set forth in Section 4.1 above do not apply to any particular Confidential Information of the Disclosing Party if any of the following five (5) conditions are met with respect to such Confidential Information: (i) such information was known by the Receiving Party prior to the date of disclosure and not obtained or derived, directly or indirectly, from the Disclosing Party, or if so obtained or derived, was lawfully obtained or derived and was not held subject to any confidentiality or non-use obligations that the Receiving Party has knowledge of; (ii) if such information is or becomes public or available to the general public other than through any wrongful act or default of the Receiving Party; (iii) if such information is obtained or derived prior or subsequent to the date of disclosure by the Disclosing Party from a Third Party which is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; (iv) if such information is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information; or (v) if such information is required to be disclosed by applicable law, provided that the Receiving Party shall reasonably cooperate with the Disclosing Party if the Disclosing Party seeks to obtain a protective order or similar protection with respect to such Confidential Information.

 

  • Unless otherwise required by law, the material terms of this Agreement and each Statement of Work shall remain confidential, provided that a Party may, but only to the extent reasonably necessary under the circumstances, disclose the material terms of this Agreement and each Statement of Work to its employees, directors, officers, agents and representatives; to its attorneys, bankers, insurers and other professionals engaged by the Party; and to potential acquirers, partners, investors and principals. The disclosing Party under this Section 4.3 shall inform the recipient to maintain strict confidentiality of the material terms disclosed, and not to disclose these terms to any other Third Party except their attorneys, bankers, insurers and other engaged professionals on a need to know basis and who are otherwise subject to confidentiality obligations no less restrictive than those set forth herein.  Any breach by a Third Party of the obligations set forth in this Section 4.3 shall be deemed a breach by the disclosing Party.

 

  1. SECURITY PROCEDURES, DATA PROTECTION AND SUPPORT

 

  • The Company will inform the Assigned Personnel to abide by Client’s standards and procedures, provided that Client communicates such standards and procedures to the Company in writing.

 

  • The Company agrees that any software developed, delivered or installed by the Company shall not knowingly contain any Malware or unauthorized computer code. “Malware” means any software used to intentionally disrupt computer operation, gather sensitive information without authorization, or wrongfully gain access to private computer systems.

 

  • Client shall provide the Company with information necessary to enable the Company to perform the Services, and a reasonably suitable on-site work environment, when applicable. In addition, Client shall cooperate and provide the Company with all such assistance as may reasonably be required to properly perform the Services.  The requirements set forth in the preceding two (2) sentences collectively the “Support”.  Client acknowledges that the Support is essential to performance of the Services, and that the Company shall not be liable for any delay or deficiency in providing Services if such delay or deficiency results from Client’s failure to provide Support.  Furthermore, Client acknowledges that such delays or deficiencies resulting from Client’s failure to provide Support may result in additional charges for the Services, as determined in the reasonable, good faith judgment of the Company.

 

  • Client acknowledges the requirements of compliance under the provisions of the Malaysian Personal Data Protection Act 2010 (PDPA). Where Company receives the personal data of Client or any of its employees, subcontractors or  agents pursuant to this Agreement and Company  is stipulated as the data controller pursuant to the PDPA, or is primarily accountable or responsible under the relevant data protection law, Company shall: (i) only use it as strictly necessary for the performance of its obligations hereunder and in accordance with this Agreement; (ii) maintain all prudent and necessary security, technical and organizational security measures sufficient to comply at least with the obligations imposed Company by the seventh data protection principle set out in the PDPA (or equivalent provision under the relevant data protection law) and take reasonable steps to ensure the reliability of confidentiality and control by Company’s  employees, agents and contractors who have access to such personal data; (iii) not process such personal data in any way contrary to any provision of the PDPA or other relevant data protection law applicable to Company (iv) not retain personal data longer than is strictly necessary for the fulfilment of the purpose for which the data is to be received or accessed by Company pursuant to this Agreement. Where the provisions of the PDPA requires the consent of Client or its employees, subcontractors or  agents, Client hereby provide and provides on behalf of its employees, subcontractors or  agents the requisite consent through the acceptance and signing of this Agreement  herein by the Client.

 

 

  1. PROPRIETARY RIGHTS

 

  • Under the provisions of Section 26(1) of the Malaysian Copyright Act of 1987 where a work is commissioned by a person who is not the author’s employer, the copyright shall be deemed to be transferred to the person who commissioned the which in this case shall be the Client whereupon the works produced by the Assigned Personnel (“Work Product”) will be the sole and exclusive property of Client. To the extent that (i) any Work Product may not by operation of law be deemed to belong to the party that commissioned it, or (ii) ownership rights with respect to any Work Product may not vest in Client as contemplated hereunder, then, in each such case, contingent upon full and final payment of all amounts due hereunder, this Agreement will automatically operate as an irrevocable grant and agreement to transfer, sell and assign by the Company to Client of all right, title and interest to such Work Product.  At Client’s expense, the Company agrees to provide Client all reasonable assistance and to execute all documents as may be reasonably necessary to perfect, preserve, register and/or record Client’s rights in any such Work Product.  “Work Product” means all original material created by the Company or Assigned Personnel for Client under a Statement of Work.  Work Product does not include Applicable Company Materials, as defined below.

 

  • The term “Applicable Company Materials” means, without limitation, all know-how, software, methodologies, tools, compilers, specifications, concepts, techniques, documentation and/or data utilized by the Company in the performance of the Services, together with any and all additions, enhancements, improvements or other modifications thereto (whether or not made during the performance of the Services), which (i) has been originated or developed by the Company or by Third Parties outside of the scope of the Services, or (ii) has been purchased by or licensed to the Company or such Third Parties. The Applicable Company Materials includes all patent, copyright, trade secret and other intellectual property rights related to any of the foregoing.  Client acknowledges that in providing Services under this Agreement, the Company may utilize aspects of the Applicable Company Materials.  To the extent that any Applicable Company Materials are embedded into the Software and necessary for its proper performance, Company grants Client a restricted, royalty-free, non-exclusive, non-transferable license (“License”) to use such Applicable Company Materials solely for Client’s internal use of the Software delivered to Client by Company hereunder (including any derivative thereof), and not on a standalone basis.  “Software” means all original computer software, computer program, source code, object code, algorithms and related documentation created under and to be delivered pursuant to this Agreement.

 

  • Except for the License, nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest (whether by estoppel, implication or otherwise), in any Applicable Company Materials, and Company reserves all right, title and interest in and to all Applicable Company Materials. No other licenses or rights with respect to any Applicable Company Materials are granted, either directly or indirectly, by implication, estoppel or otherwise.

 

  1. INSURANCE

 

Unless a different amount is set forth in a Statement of Work, the Company will obtain, at its own expense and in connection with the Services, the following insurance policies: (i) Commercial General Liability covering bodily injury and tangible property damage liability, $1,000,000 general aggregate and $500,000 for each occurrence; (ii) Workmen’s Compensation under applicable workers’ compensation laws; (iii) Primary Cyber/Errors & Omissions, aggregate limits of not less than $3,000,000; (iv) Business Automobile, $500,000 combined single limit and $10,000 auto medical payments for each person; (v) Crime, $2,000,000 limit with third-party coverage; and (vi) Umbrella coverage, $5,000,000 limit for each occurrence and aggregate.  The Company will provide proof of insurance coverage as set forth in this Section 7 above upon Client’s request.

 

  1. NON-SOLICITATION

 

  • Except as expressly authorized in writing: (i) Company shall not solicit, induce, or offer work to, either directly or indirectly, any employee of the Client with whom the Company had material contact; and (ii) Client shall not solicit, induce, or offer work to, either directly or indirectly, any employee of the Company with whom the Client had material contact. For purposes of the prior sentence, “material contact” means any contact with an employee within the last twelve (12) months provided such contact was for the purpose of administering or carrying out the terms of this Agreement or any Statement of Work.  Notwithstanding the aforementioned, the restrictions set forth in this Section 8.1 above shall not prohibit the Parties from hiring or engaging any employee based on responses to general solicitations for employment or to become engaged as an independent contractor, such as those which may be placed in trade journals, newspapers, on social media sites, and other mediums that are used for general solicitations.

 

  • Except as may otherwise explicitly be set forth herein, Client may not hire or engage or any Assigned Personnel during the period of time such personnel are providing Services and for a period of twelve (12) months thereafter.

 

  1. LIMITATION OF LIABILITY; INDEMNIFICATION

 

  • IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, LOST SAVINGS OR BUSINESS, LOSS OF RECORDS, OR LOST FILES OR DATA), EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY.

 

  • Except as may otherwise explicitly be set forth herein, in no event shall the liability of the Company to the Client arising out of, related to or in connection with this Agreement, any Statement of Work or the Services exceed, in the aggregate, fifty thousand dollars ($50,000).

 

  • The limitations set forth in this Section 9 above shall apply whether in an action based on contract, warranty, strict liability, statute or tort (including, without limitation, negligence) or otherwise. This Agreement is solely for the benefit of the Client and the Company, and no provision of this Agreement shall be deemed to confer upon any other person or entity any remedy, claim, liability, reimbursement, cause of action or other right whatsoever.  The limitations specified in this Section 9 above shall survive the termination of this Agreement, the termination of any Services, and the termination of any Statement of Work.

 

  • Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (the “Indemnified Party”) from and against damages, costs and expenses (including reasonable attorneys’ fees and costs) incurred by, or assessed or awarded against, the Indemnified Party by a court of competent jurisdiction pursuant to a final judgment (after all appeals periods have expired) as a result of any Third Party claim against the Indemnified Party arising from the breach of this Agreement (excluding Section 10) against the Indemnifying Party (or any of its officers, employees, agents or representatives).

 

  • In the event of any Third Party claim for which an Indemnified Party is entitled to seek indemnification under this Section 9 above, the Indemnifying Party shall be given prompt written notice and the Indemnifying Party may, at its option and its expense, elect to assume control of the defense and/or settlement thereof. The Indemnified Party shall cooperate with the Indemnifying Party in connection therewith and may, at its own expense, elect to monitor the defense of any such Third Party claim. 

 

 

  1. WARRANTY AND DISCLAIMER

 

  • The Company warrants that it will use commercially reasonable efforts to only place or assign Assigned Personnel whom it believes will fulfill their responsibilities in a manner consistent with generally accepted industry practices (the “Warranty”). Without limiting the foregoing warranty, Client shall retain the right to request removal of any Assigned Personnel whose qualifications in Client’s reasonable judgment do not meet the standards or qualifications established by Client.
  • For breach of the Warranty, the Company will use commercially reasonable efforts to supply replacement Assigned Personnel.

 

  • The Warranty is exclusive, and no other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose, shall apply to any Staffing Services provided by the Company.

 

 

  1. MISCELLANEOUS TERMS AND CONDITIONS

 

  • Force Majeure. Any delay or failure in the performance by a Party shall be excused if and only to the extent caused by the occurrence of a Force Majeure.  For purposes of this Agreement, “Force Majeure” shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including, but not limited to, acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism or vandalism, and which such cause or event prevents the Party claiming Force Majeure from providing Services or otherwise fulfilling its obligations under this Agreement or an applicable Statement of Work.  Without limiting the foregoing, the cause or event must be beyond the reasonable anticipation and control of the Party claiming Force Majeure, and such Party must exercise reasonable efforts to prevent, avoid, delay or mitigate the effect of such cause or event.

 

  • No Waiver/Set-Off. No failure or delay by a Party in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.  Except as otherwise provided herein, the rights and remedies of each Party are cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in equity or otherwise.  Client has no right to set off, withhold or delay amounts due with respect to one Statement of Work for claims under any other Statement of Work.

 

  • Survival. All provisions of this Agreement that, by their nature and content, should survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.

 

  • Relationship of the Parties. Nothing in the Agreement shall be construed as creating any joint venture, partnership, employment or agency relationship.

 

  • Notices. All notices, consents and other communications required or which may be given under this Agreement will be deemed to have been given: (i) when delivered by hand; (ii) when received by registered or certified mail, return receipt requested, or by facsimile transmission or by nationally recognized overnight courier (receipt requested); (iii) when actually received by the addressee; or (iv) when delivered by email provided receipt of such email has been acknowledged via a return email by the intended recipient or via an automated email delivery and open confirmation.  With respect to all such notices, consents and other communications directed to the Company Group, to be effective a copy of all such notices, consents and other communications must also be sent to the Global HR Head, eTeam Inc. via at least one of the approved methods set forth in (i) – (iv) above.

 

  • Publicity. The Company may publicize and/or market its relationship with Client and may generally publicize and/or market and/or describe the Services or any services reasonably anticipated to be provided by the Company hereunder, including, but not limited to, through a press release and/or by listing Client as a client on its company website and/or generally describing the Services or any services reasonably anticipated to be provided by the Company hereunder.

 

  • Assignment. A Party may not assign or otherwise transfer or delegate any of its rights, duties or obligations under this Agreement or any Statement of Work, without the prior written consent of the other Parties, except that any Party may, upon written notice, assign this Agreement or any Statement of Work, or any of its rights thereunder, to any successor or assign (whether by purchase, merger, operation of law, in connection with the sale of all or substantially all stock or assets, or otherwise).  Any assignment, transfer or delegation in contravention of this Section 11.7 shall be void and of no force and effect.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees.

 

  • Severability. If the scope of any provision of this Agreement is too broad to permit enforcement to its fullest extent, then such provision shall be enforced to the maximum extent permitted by law, and the scope may be judicially modified to the extent necessary to conform to law.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective but only to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions hereof in any other jurisdiction.

 

  • Governing Law; Dispute Resolution.

 

 

  • The Parties acknowledge and agree that this Agreement and each Statement of Work shall be governed by the laws of Malaysia. Any action or claim against a Party hereunder shall be brought in the courts of Malaysia which shall have exclusive jurisdiction over the matters on this Agreement.

 

  • No action, claim or proceeding, regardless of form, based on, relating to or arising out of a Statement of Work may be brought by a Party more than six (6) months after the earlier of the date of completion or the date of termination of each such Statement of Work.

 

  • Entire Agreement. This Agreement, together with each Statement of Work, constitutes the entire and only agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, communications, representations and agreements, whether verbal or written, with respect to the subject matter hereof.  No course of dealing, trade customs, other agreements, representations, warranties or other matters, verbal or written, purportedly agreed to or represented by any person or entity, shall be deemed to bind any Party with respect to the subject matter hereof.  Any use of the phrase “this Agreement” will include each Statement of Work (unless such construction is clearly not intended).  This Agreement may not be amended or modified, nor may any right or remedy of any Party be waived, unless the same is in writing and signed by all applicable Parties.

 

  • Execution. This Agreement may be executed in one or more counterparts, including, but not limited to, facsimiles and scanned images.  Each counterpart shall for all purposes be deemed to be an original, and each counterpart shall constitute this Agreement.

 

  • Third Party Beneficiaries. Any Affiliate of Company that enters into a Statement of Work with Client shall be a third party beneficiary to this Agreement and each such Statement of Work, and shall have the authority and right to enforce the terms of this Agreement and each such Statement of Work against Client and its Affiliates.  The terms set forth in this Agreement and each Statement of Work are intended to benefit Company.  Client expressly acknowledges and agrees that this Agreement shall inure to the benefit of, and shall be enforceable by, each Company.

 

 

IN WITNESS WHEREOF, the Prime Parties have signed this Agreement to be effective as of the Effective Date.

 

eTeam Workforce Sdn Bhd

By:                                                                                        

 

Name:                                                                                   

 

Title:                                                                                     

 

Date:                                                                                     

 

 

 [Client]

 

By:                                                                                        

 

Name:                                                                                   

 

Title:                                                                                     

 

Date:                                                                                     

 

 

 

 

Addendum A – Form of Staffing Services Statement of Work
(The following is the general format to be used for Staffing Services
Statements of Work under the Master Services Agreement)

Effective Date of this SOW: [insert date].

This Staffing Services Statement of Work (“Statement of Work”) is subject to the terms and conditions contained in the Master Services Agreement (“Agreement”) between the Parties dated [insert date of master agreement] and is made a part thereof.  All terms and conditions of the Agreement, including (but not limited to) warranties, disclaimers of warranty and limitations of liability, are expressly incorporated herein by reference.  To the extent there are any conflicts or inconsistencies between this Statement of Work and the Agreement, the provisions of the Agreement shall govern and control unless the parties have expressly provided in this Statement of Work that a specific provision in the Agreement is amended, in which case the Agreement shall be so amended, but only with respect to this Statement of Work.  Any such conflicting terms and conditions apply only to the Services described in this Statement of Work and shall have no application to Services provided pursuant to other Statement of Works.

This Statement of Work expressly supersedes any Company “proposal.  The specific terms and conditions relating to the Services include the following:

  1. Personnel to be assigned:

 

Ii.  Expected start date:

 

Iii.  Expected end date:

 

Iv.  Base hourly rate/fees:

 

  1. Client supervisor:

 

Vi.  Service location:

 

IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be executed by their respective authorized representatives.

eTeam Workforce Sdn Bhd _______________________________  (“Client”)
By:______________________________________ By:______________________________________
Name (printed):____________________________ Name (printed):____________________________
Title: ____________________________________ Title: ____________________________________
Date signed: ______________________________ Date signed: ______________________________

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