INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”), is made on

the__________ day of __________________, XXXX (the “Effective Date”).

BETWEEN;

XXXX (Company No :__________), a company incorporated in XXXX with its registered address at Business Suite, XXXX, XXXX of the one part; and

______________________, with an address at (the “Independent Contractor” or “IC”) of the other part.

WHEREAS;

eTeam carries out the business of …………..;
eTeam is desirous of sourcing the ………….of the IC (the “Services”);
The IC has agreed to provide services as an independent contractor under the terms and conditions of this Agreement and in accordance with the applicable Statement(s) of Work (“SOW”) in a form substantially similar to Exhibit 1.

OPERATIVE
- eTeam hereby appoints the Independent Contractor to render the agreed services hereby appoints the IC to perform the Services. The IC shall commence performance of the Services on the date first signed below, and shall continue until completion of the Services unless this Agreement is sooner terminated by the terms as set forth herein.

IC may perform services to one or more Customers either simultaneously or concurrently and the services set forth in any one SOW may be concurrent with and/or successive to other SOWs. Any modification to the services or SOW may be undertaken by eTeam and subsequently communicated to IC.

RELATIONSHIP OF THE PARTIES
- Independent Contractor. IC will act solely as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of principal and agent, employer and employee, partners or joint ventures with eTeam or eTeam’s customers (“Customer”). IC agrees and acknowledges that IC shall not be construed as a “workman” or “employee” in any applicable legislation or regulation applying in XXXX including but not limited to the Employment Ordinance, Cap 57, Occupational Retirement Schemes Ordinance Cap 426, Provident Fund Schemes Ordinance, Cap 485 and such other applicable laws and regulations relating to the employment of the workmen and employees.

IC’s Employees, Agents, and Subcontractors. IC’s employees, agents, and subcontractors (“Personnel”) will be subject to the direction, supervision, and control of IC. IC will be solely responsible for (a) the acts of its Personnel, and (b) the payment of all taxes, compensation, wages, benefits, contributions, insurance, fees, and like expenses, to its employees, agents, and subcontractors.

CONSIDERATION/PAYMENT
- In consideration of the IC undertaking the Services, IC will be paid for Services and be reimbursed for expenses in accordance with the contract pricing as set out in the applicable SOW.

Unless stated otherwise in a SOW, IC will submit monthly invoices to the Customer care of eTeam. With each invoice, IC also will submit supporting documentation in a form satisfactory to eTeam and in detail sufficient for eTeam to identify the services rendered and the costs and expenses incurred in the performance of the Services. IC will include all applicable sales or services taxes in the invoice. eTeam has no obligation to pay an invoice or invoice item submitted more than 60 days from the date of service or a milestone.

Unless stated otherwise in a SOW, eTeam will pay the undisputed invoices within 5 days after eTeam has received approval and payment fromCustomer that IC has completed a milestone or delivered the Services according to the proper milestone or deliverable.

eTeam is not obligated to pay IC during any period in which IC is unable to render the Services, including but not limited to sickness, injury, or other disability.

eTeam has no obligation to pay IC for invoices not approved by Customer or received after 60 days from the date of service.

Regardless of any payment terms that IC may state on invoices or other documents, eTeam will not be obligated to pay IC for the Services, unless Customer pays eTeam for IC’s services.

IC must notify eTeam within 60 days of receipt of payment of any disputed items, discrepancies or unprocessed items. Failure to notify eTeam of disputed items, discrepancies or unprocessed items within 60 days of receipt of payment will result in non-payment for those items.

CONFIDENTIALITY
- The IC shall maintain confidentiality of all the confidential affairs and/or information of the eTeam. IC agrees to be bound by the terms and conditions set forth in Exhibit 2 regarding protection of confidential and proprietary information, personal data, and intellectual property.

- Insurance Requirements. Unless specifically modified in a Statement of Work, IC will maintain during the term of this Agreement the following types and limits of insurance:
  - Workmen’s compensation in amounts no less than required by applicable law for any IC personnel for whom such coverage is required by applicable law.
  - Employer’s liability insurance with a limit of $1,000,000 or its equivalent in Hong Kong dollars;
  - Commercial automobile liability insurance with a $1,000,000 or its equivalent in Hong Kong dollars, combined single limit on vehicles owned, leased, or rented by IC;
  - Commercial General Liability insurance, including personal injury, contractual liability, and property damage, with a $1,000,000 or its equivalent in Hong Kong dollars, combined single limit per occurrence;
  - Professional Liability (or Errors & Omission) insurance with a limit of $1,000,000 or its equivalent in Hong Kong dollars, per claim; and
  - Commercial blanket bond with limits of $3,000,000 or its equivalent in Hong Kong dollars, per occurrence.

IC agrees that in the event the Customer requires an insurance cover value that is higher than the foregoing values, IC shall forthwith procure the required values.

Other Requirements. Customer and eTeam will be named as the certificate holder and all policies must show current effective and expiration dates and a 30-day notice of cancellation. The Commercial General Liability policy must be primary to any other insurance carried by IC and all insurers must meet a B+ VII rating from AM Best. Policy copies must be provided to Customer or eTeam upon request. The following two provisions must be indicated on the certificate of insurance: (1) a waiver of subrogation in favor of eTeam and Customer on the workmen’s compensation and general liability policies; and (2) both eTeam and Customer must be named as additional insured on the Commercial General Liability Coverage.

Workmen’s Compensation. If IC retains one or more employees to perform services under this Agreement, IC must obtain and maintain workmen’s compensation insurance in amounts no less than required by applicable law.

If IC fails to comply with the applicable insurance requirements, eTeam shall, whether with or without the direction of Customer, have the right to terminate this Agreement immediately, notwithstanding any notice requirement that would otherwise apply, and recover damages from the IC that eTeam and/or Customer suffered arising from the IC’s failure to comply with the applicable insurance requirements.

INDEMNIFICATION; LIMITATION OF LIABILITY
- IC will indemnify, defend, and hold eTeam and Customer(s), including but not limited to, their respective parents, subsidiaries, affiliates, officers, directors, Plan Administrators, employees, agents, representatives successors and assigns, harmless from and against all claims, awards, demands, losses, liabilities, personal injuries, damages, expenses (including but not limited to reasonable attorney fees and liquidated damages) and causes of action (collectively, “Claims”) related to or arising out of: (i) the performance or failure of performance of this Agreement by IC; (ii) any negligent, intentional or innocent acts or omissions by IC or its employees, subcontractors or agents, (iii) any breach of this Agreement by IC; (iv) any allegation or claim that eTeam or its Customer is the employer, co-employer, or joint employer of IC or IC’s employees, agents, or subcontractors; (v) any allegation or claim that IC or IC’s employees, agents, or subcontractors are entitled to wages, overtime, benefit contributions or employment-related benefits from eTeam or the Customer; (vi) any damages or loss in connection with all federal, state and local taxes or contributions relating IC’s employees, agents or subcontractors engaged in the performance of Services under this Agreement; (vii) any loss or damage to the property of and/or injusry or death to IC or its employees, subcontractors or agents. This indemnification provision survives termination of this Agreement for any reason.

Notice. Customer, through eTeam, will notify IC of any Claim covered by this Agreement to give IC reasonable time to notify its insurers of the Claim and, at its option, may tender the defense of the Claim to IC. eTeam or Customer’s failure to notify shall not relieve IC of its obligations under this Agreement, except to the extent such failure results in material and substantiated prejudice to IC.

Limitation of Liability. In no event will Customer or eTeam be liable to IC for any special, indirect, liquidated or consequential damages (including lost profits) arising out of any performance of this Agreement, regardless of whether such damages are based on tort, warranty, contract, or any other legal theory, even if advised of the possibility of such damages. Customer and eTeam’s maximum liability for damages under this Agreement is limited to the fees paid by Customer, through eTeam, to IC under this Agreement.

REPRESENTATIONS; WARRANTIES
- All Services will be performed by IC in a professional manner, consistent with the standard of skill and care exercised by the best professionals within IC’s industry on projects of comparable scope and complexity, in a similar location, and in conformance with the requirements of this Agreement;

IC represents warrants that it is sufficiently experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the Services in compliance with the terms of this Agreement;
IC will devote such time, personnel and resources for the performance of its duties under this Agreement and any Statement of Work as necessary to fully and timely complete the Services;

IC is not under any other contractual or legal obligation that would prevent, conflict with or impair IC’s ability to perform the Services. IC warrants and represents that IC has the full power and authority to enter into this Agreement and perform the Services;

IC acknowledges and agrees that it will not acquire any right to use (and will not use) any names, artwork, designs, trade names, copyright materials, trademarks or service marks of eTeam (or any parent, affiliate, subsidiary, Customer, successor or licensee of eTeam) in any advertising, publicity or promotion and/or to express or imply endorsement of IC services in any manner other than in accordance with this Agreement without eTeam’s advance written consent.

RECORDKEEPING; AUDIT RIGHTS
- IC will maintain books, records, documents and other evidence pertaining to costs, charges, fees and other expenses incurred in connection with the Services to the extent and in such detail as will properly evidence all costs for labor, materials, equipment, supplies and work, and other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this Agreement. Such records will be retained for a period of no less than three years from the date of termination of this Agreement.

Right to Audit. During the term of this Agreement and for a period of three (3) years after this Agreement terminates or expires, Customer and eTeam or their designee have the right to audit, inspect, and make copies or extracts of IC’s records, policies and procedures related to performance of the Services upon seventy-two (72) hours prior written notice to IC. Any audit or inspection will occur during IC’s normal business hours.

NO CONFLICT OF INTEREST

During the term of this Agreement, IC will not accept work, enter into a contract, provide financial support, or accept an obligation, inconsistent or incompatible with his or her obligations, or the scope of services rendered to Customer or eTeam under this Agreement, including, but not limited to, directly or indirectly competing with Customer or eTeam in any way, including, without limitation, acting as an officer, director, partner, manager, employee, consultant, stockholder, volunteer, lender, principal or agent of any business enterprise of the same nature as, or which is in direct competition with, any business in which eTeam or Customer is now engaged or in which eTeam or Customer becomes engaged during the term of this Agreement.

This Agreement may be terminated by either Customer or IC upon thirty (30) days’ written notice to the other party. In such event, IC will deliver to Customer all Services completed or in progress up to the date of termination, and IC will be paid for Services completed (and costs incurred, if applicable) prior to the effective date of termination. This Agreement will automatically terminate on the occurrence of the dissolution, bankruptcy or insolvency of either party.

SALES AND SERVICE TAX

Where tax on the Services is required to be imposed by the Inland Revenue Ordinance, Cap 112 or such other applicable and relevant legislation and/or regulations, the relevant rate of tax may be imposed on the compensation payable to IC provided that such rate of tax is stipulated on the invoice issued by IC and IC has obtained the due authorisation and/or licence from the relevant authority to impose such taxes under the laws of Malaysia.

DATA PROTECTION
- IC acknowledges the requirements of compliance under the provisions of the Hong Kong Personal Data (Privacy) Ordinance, Cap 486 (PDO).

Where eTeam receives the personal data of IC or any of its employees, subcontractors or agents pursuant to this Agreement and eTeam or Customer are stipulated as the data controller pursuant to the PDO, or is primarily accountable or responsible under the relevant data protection law, eTeam and/or Customer 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 on eTeam by the seventh data protection principle set out in the PDO (or equivalent provision under the relevant data protection law) and take reasonable steps to ensure the reliability of confidentiality and control by eTeam’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 PDO or other relevant data protection law applicable to eTeam (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 eTeam pursuant to this Agreement.

Where the provisions of the PDO requires the consent of IC or its employees, subcontractors or agents, IC hereby provide and provides on behalf of it employees, subcontractors or agents the requisite consent through the acceptance and signing of this Agreement herein by the Employee. CONFIDENTIALITY. IC and its employees, agents, temporary, and other personnel agree not to disclose to any third-party information relating to eTeam, its agents, or Customer, if such information could reasonably be construed as confidential. For the purpose of this paragraph, Confidential information includes, but is not limited to, the identity, prior requirements, and present or future particular needs of eTeam or Customer, the identity of and background information about management personnel of eTeam or Customer, information regarding the existence of and details about any openings for which a candidate may be proposed or interviewed or has learned about through such interviews, the identification of Customer in regard to openings; profit margins, pricing policies and practices, in general and as to particular Customers; sales and marketing techniques, history, data forecasts and material, in general and as to particular Customers; development plans, personnel training techniques and materials; information which relates to eTeam or Customers actual or anticipated products, software, research inventions, processes, techniques, designs or other technical data; and any other proprietary information belonging to eTeam or Customers. IC and its employees, agents, temporary, and other personnel must not disclose any personnel’s rate of compensation to any other eTeam employee or consultant or any Customer’s employee or other consultant on the same client site or any other Customer site. IC agrees that any of IC’s candidates must sign end-client confidentiality agreements wherever required.

GENERAL PROVISIONS
- Neither party may, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its obligations under this Agreement without the other party’s written consent.
- Permits, Licenses and Inspections. IC will secure and pay for all licenses, permits and inspections necessary for prosecution and completion of the Services. Upon Customer’s request, IC will promptly deliver to the Customer copies of all permits, written approvals, licenses and inspections promptly after their receipt by IC.

Notices
- Notices provided for by this Agreement may be delivered in person, via a reputable express carrier, or by registered or certified mail (postage pre-paid) to a party’s address listed below.
- Notice sent by post is deemed delivered three days after deposit with the relevant Postal Service.
- Notice sent by a reputable express carrier is deemed received on the day receipt is acknowledged by a party or agent.
- Either party may change its address listed above by giving written notice to the other party.

Every term, condition, or provision of this Agreement is severable from others. If a court or an arbitrator of competent jurisdiction holds any term, condition, or provision of this Agreement to be invalid, unenforceable, or illegal in whole or in part for any reason, the validity and enforceability of the remaining terms, conditions or provisions, or portions of them, will not be affected.

The following section(s) will survive the termination or expiration of this Agreement for any reason: Section 5, (”Insurance”); Section 6 (“Indemnification”); Section 7 (“Representations; Warranties”); Section 8 (“Recordkeeping; Audit Rights”), and Section 13 (“General Provisions”).

Failure by either party to enforce any provision of this Agreement will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this Agreement constitute a waiver of any subsequent breach or nullify the effectiveness of any provision. No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Agreement.

Non-Disparagement. During the Agreement and thereafter, IC shall not make any disparaging or defamatory statements, whether written or verbal, regarding the business practices of eTeam or the Client; provided, however, nothing in this Section shall prohibit IC from making truthful oral or written statements in compliance with any written law.

Governing Law. This Agreement will be governed by and construed in accordance with Hong Kong laws without regard to conflict of law principles and the parties submit to the exclusive jurisdiction of the courts in XXX.

Dispute resolution. All disputes or differences which shall at any time arise between the parties concerning any matter in relation to this Agreement shall be resolved amicably through conciliation, negotiation or Arbitration.

ENTIRE AGREEMENT
- This Agreement (including Statements of Work and any other attachments, exhibits, or schedules) contains the entire agreement between the parties on the subject of independent contractor services, and replaces and supersedes all prior or contemporaneous verbal or written agreements, promises and representations concerning the provision of Services.

This Agreement may not be modified except in a writing specifically stating that it modifies this Agreement and is signed by an authorized representative from each party.

In the event of any conflict between the terms of this Agreement and any forms used by the parties (e.g., purchase order, invoice recitals), the terms of this Agreement will control.

[Signatures on Next Page]

eTeam Workforce Sdn Bhd INDEPENDENT CONTRACTOR:

Authorized Representative Signature		Authorized Representative Signature

Date Date

Printed Name		Printed Name

Title Title

Exhibit 1 to Attachment D of the Independent Contractor Agreement

Statement of Work

This Statement of Work is made part of and is subject to the terms of the Independent Contractor Agreement, dated

1.2.

, between eTeam Inc. andGeneral

Description of project/services and deliverables

Equipment and resources to be provided by Customer

IC resources

Special terms

Method of payment- dollar amounts must be included

Invoicing method

NANA

30 Days

(“IC”).

30 Net 15

Payment Schedule

Deliverable		Due Date	Amount





	Total Amount Due

Warranty NA
Location of Work Facilities
Start and End Dates