This AGREEMENT made effective as of the ____ day of __________________, 20__ between between XXXX, with offices at at Business Suite XXX  (hereinafter “Company”) and __________________ hereinafter (hereinafter “Supplier”) with offices at __________________________________________, whose Federal Tax ID No. is _______________ (jointly, the “Parties”).


WHEREAS Company’s business is locating Temporary personnel for various clients, including the client (hereinafter “Client”) listed in any Purchase Order (Exhibit A) executed by Company and Supplier and attached to this Agreement, to provide technical services to Client according to the Client’s specifications; and

WHEREAS Supplier agrees that Company will spend substantial resources and time evaluating, qualifying, proposing and/or providing Supplier’s temporary personnel to Client, and that Company was selected by Client to provide such personnel to Client at the Client locations listed in any attached Purchase Order; and

WHEREAS Supplier is in a similar business and desires to join efforts with Company for the purpose of providing qualified candidates for the Client of Company; and

WHEREAS Company and Supplier wish to enter into an Agreement pursuant to which Supplier will introduce Temporary personnel candidates to Company and Company may submit said temporary personnel to provide their services to Client.

NOW THEREFORE, in consideration of the mutual promises and covenants, the Parties agree as follows:

  • DIRECT CONTACTS The Supplier agrees that it will not communicate in any fashion with the Client’s technical or administrative (including contracting, procurement, human resources, etc.) personnel concerning any matter related to this Agreement or any Purchase Order in connection with this Agreement. Except that Supplier’s temporary personnel may communicate with the Client concerning those services already being performed by Supplier through Company under this Agreement. Supplier will communicate directly and exclusively through Company.

2)      BILLING AND PAYMENT If Supplier’s candidates are selected by Client to provide services, Supplier will be compensated by Company in accordance with a Purchase Order (Exhibit A) to be attached hereto for each individual who provides such services through Company. Company will submit compensation to Supplier in the form of monthly payments based on the billable hours approved by Client in writing on timesheets submitted by Supplier’s temporary personnel.  Company shall pay Supplier within forty-five (45) days after Company receives invoices from Supplier.

A billable hour shall be defined as any hour the Supplier’s temporary personnel has worked at the Client site that is recorded on Company’s timesheet and has been approved by an authorized representative of the Client countersigning the timesheet.  The periods for reporting hours are Monday through Sunday or any other weekly schedule as required by the client and communicated to Company.  The Supplier must submit the timesheet to the Company no later than 9 :00 am on the first business day following the end of each period indicated above.

Apart from above payment terms, we offer the following options as well:

Supplier Payment Term Options (please select one option and include your initials)

Option 1: Month end invoicing, Net 30 payment,1% discount applies on pay-rate,

Option 2: Month end invoicing, Net 15 payment,2% discount applies on pay-rate.

Regardless of the payment option selected, all signed timesheet submitted must be accompanied by an invoice reflecting the number of clients approved billable hours worked

during each billable period. Should Supplier be required to complete a Client timesheet along with Company’s timesheet, the Supplier must ensure that the same information is recorded on both documents.  This is critical information for Client billing and Company’s payment to Supplier. Any delays or deficiencies in complying with timely submissions of approved timesheets may result in delayed or no payments. If such delays by Supplier are for 30 days or more for any reason, Supplier waives the right to payment for such work and expense as were subject to the delayed reporting.


Pass Through Charges:  Upon notice to Supplier the Company may pass through to Supplier any mandatory fees, taxes, surcharges or similar amounts arising from the performance of the Services by Supplier or Supplier’s Personnel, including, but not limited to, excise taxes and ad valorem taxes, charged by any government, governmental unit, or other agency, department, division, subdivision or other entity have jurisdiction over the Services.  For the avoidance of doubt, the pass-through charges described in this Section shall not include taxes imposed upon the gross revenue or profits of the Company.

  • WARRANTY OF SERVICES Company agrees to submit Supplier’s temporary personnel to Client only according to the qualifications, experiences, and project requirements of the Client. It is within the Company’s discretion whether to propose such personnel to Client. The work to be performed by the temporary personnel providing services under this Agreement will be set forth by Client and stated in a Purchase Order (or similar form).  If Client chooses to terminate the services of Supplier’s personnel for any reason, including but not limited to unsatisfactory performance, Supplier will be compensated only for services approved and paid for by Client and for no other reasons. Supplier acknowledges, agrees and understands that the Company shall only then, be obligated to pay such compensation to Supplier to the extent that Client pays the Company for such compensation.
  • BACKGROUND CHECK/DRUG TESTING Supplier’s personnel assigned to work at the Client’s location must agree to submit to required drug testing per Client’s requirements. In addition, Supplier’s personnel must agree to submit to any required background checks per Client’s requirements from time-to-time. Unless reimbursed by the Client, the associated cost for all such checks/tests will be billed to and paid by Supplier. Supplier agrees to allow the Company to run all checks as per the Client’s requirements.

5)      CONFIDENTIALITY Supplier and its employees, agents, temporary, and other personnel agree not to disclose to any third-party information relating to Company, its agents, or its clients, 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 Company or Company’s Clients, the identity of and background information about management personnel of Company’s Clients; 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 Company’s Clients in regard to openings; profit margins, pricing policies and practices, in general and as to particular Clients; sales and marketing techniques, history, data forecasts and material, in general and as to particular Clients; development plans, personnel training techniques and materials; information which relates to Company’s or Company’s Clients’ actual or anticipated products, software, research inventions, processes, techniques, designs or other technical data; and any other proprietary information belonging to Company or Company’s Clients.  The Supplier and Supplier’s employees, agents, temporary, and other personnel must not disclose any temporary personnel’s rate of compensation to any other Company employee or consultant or any Client employee or other consultant on the same client site or any other Company Client site. Supplier agrees that Supplier’s candidates must sign end-client confidentiality agreements wherever required.



(A)    During the term of this Agreement and for a period of one year after its termination:

(i)        Company agrees that it will not hire or solicit for hire any of Supplier’s temporary personnel who was performing services through Company for Client pursuant to this Agreement or any other Supplier personnel about whom Company received information or to whom it was introduced as the direct result of any services performed pursuant to this Agreement.

(ii)       Supplier agrees that it will not hire or solicit for hire any of Company’s personnel, consultants, or any Client personnel about whom it has received information or to whom it was introduced as the direct result of any services performed pursuant to this Agreement.

(B)    During the term of Supplier’s performance of services for a Client on behalf of Company and for one year after the termination of the performance of such services, Supplier agrees that it will not, at a restricted location as set forth in paragraph (E) below, provide or attempt to provide (or advise others of the opportunity to provide) other than through Company, directly or indirectly, any services to any Client to which Supplier is providing or has provided services through Company.  The Parties recognize that there may be occasions after the termination of this Agreement in which Supplier is contacted to supply temporary personnel directly or indirectly to Client.  These occasions include, but are not limited to the following:  (1) Client requests candidates directly from Supplier; (2) requests from other companies to Client for candidates from Supplier to perform services for Client; or (3) addition of Supplier to the Client’s “Company list” (hereinafter “New Eligibility Occasions”). Supplier agrees that, even though a New Eligibility Occasion may arise, it will refuse any request to assign any of its temporary personnel to provide services for Client, directly or indirectly in a restricted location, during the restricted period; provided, however, that Supplier may comply with such a request by supplying its temporary personnel through Company.

(C)    For the purposes of this Paragraph 5, the term “Client” includes any customers, contractors, subcontractors, or clients of the Client for whom Supplier’s personnel performed services or for whom Company proposed that Supplier would perform services in a restricted location during the restricted time period under this Agreement.

(D)    The “restricted period” shall begin on the later of the date of the last performance of services or the date of the last

proposal submitted by Company to Client.  The Restricted period shall end on the latest of the following dates:  (1) one year from the date on which any temporary personnel last performed services for Client under this Agreement; (2) one year from the date on which Company last proposed a particular individual to Client; or (3) one year from the date on which an interview with Client arranged by Company took place.

(E)    The “restricted location” shall be any Client facility located within a 25-mile radius of the Client facility at which or for which Supplier’s  personnel last performed services, was assigned to perform services, or was introduced to or interviewed by the Client to perform services.

(F)     Wherever and whenever permitted by law, Supplier and Company agree that a court of competent jurisdiction shall be jointly encouraged to “blue pencil” any of these restrictions to comply with applicable law so as to retain the binding nature of such restrictions, as “blue penciled.”

  • NOTICE OF TERMINATION This Agreement may be terminated at any time by either party upon thirty (30) days written notice, prior to the termination date; provided, however that Company may terminate upon shorter notice, or no notice, at the Client’s request.


  • INSURANCE Before providing services, Supplier will obtain for itself and its personnel at its own expense, comprehensive General Liability (GL) insurance coverage for projects covered by this Agreement, for limits of liability not less than $1,000,000.00 and, if available under state law, workmen’s compensation coverage with limits of not less than $100,000.00 and will name Company as Additional Insured and provide a copy of the binder, the policy or a certificate of insurance to Company upon request. Notwithstanding anything contrary to this section, Supplier shall provide additional insurances as per client requirement which shall be asked by the Company through a flow-down exhibit, Exhibit B.
  • AUDIT Supplier agrees to keep books and records of account for the benefit of Company in accordance with generally accepted accounting principles and practices in the applicable industry, which shall be subject to audit by Company or Client, showing the actual cost of all items of labor, supplies, services and other expenditures of whatever nature for which reimbursement is authorized under provisions of this Agreement. Contractor agrees that Company or Company’s Client shall have the right to audit such records, registers and such other documents as may be required (i) to review Supplier’s compliance with its obligations under the Agreement, including its obligation to maintain confidentiality; (ii) any requests for payment by Company, and (iii) Supplier’s compliance with applicable common and statutory laws, including employment, labor and insurance laws.
  • INDEMNIFICATION AND LIABILITY Because of the independent status of Supplier, it is solely and completely accountable for the services it provides to the Client. Neither Company nor the Client, nor any of Client’s contractors, subcontractors, Customers or Clients, shall have any liability whatsoever to any party for such services provided by Supplier or its personnel.  Company will not indemnify Supplier for any liability incurred by Supplier, or its technical service personnel.  Although Company will act in good faith to describe the task requirements set forth by the Client, Company has no right or obligation to control any aspect of the project on which Supplier will be working.  Moreover, Supplier and/or its temporary personnel will have the opportunity to discuss task requirements directly with the Client prior to acceptance of the project offered by the Client and during the course of the project.  Supplier, therefore, releases Company from any liability relating to representations about the task requirements or to the conditions under which Supplier will be working.  Supplier agrees to indemnify Company if  Supplier causes Company to breach its agreement with Company’s Client.   Supplier also agrees to release Company from any liability for statements made by Company, without malice, to third parties who may inquire about Supplier’s performance. Supplier and Supplier’s personnel agrees to indemnify and hold harmless Company for any and all loss, costs and other liability incurred or threatened, including reasonable attorney’s fees, related to violations of the obligations set forth in this Agreement of Supplier or Supplier’s Personnel.
  • EXPENSES No travel, living, and/or entertainment costs will be paid by Company. Whether the Client for whom Supplier is performing services will pay any such costs is a matter solely between Supplier and the Client, but in the event Client has an expense policy, Company and Supplier agrees to adhere to such policy strictly.  Supplier should include in its invoice any reimbursable expenses authorized by the Client in accordance with industry practice and Client’s policy.  Company will not pay for or provide training, tools, equipment or other materials to Supplier.  Supplier’s invoiced hours will include no time spent in formal training and Supplier represents that it is not being provided such formal training by Company, the Client or anyone acting on behalf of Company or Client. In addition to above, Company will reimburse for only pre-approved expenses incurred by the Supplier and such expenses shall be approved in writing. The payment of reimbursable expenses shall be made only when such payment has been received by Company from Client.
  • RETURN OF CLIENT PROPERTY Supplier agrees that upon termination of services of their personnel, Supplier will deliver to Company all keys, pass cards, identification cards or any equipment or materials in usable condition of any nature in Supplier’s possession or control that were provided to its personnel by Company or Company’s Client. In the event Supplier/or its personnel fails to return any such property in usable condition within 24 hours (or provide trackable proof of mailing within 24 hours) of termination of employment, Supplier acknowledges and agrees to be liable for the reasonable replacement or repair value of such unreturned/damaged property including all costs associated with such replacement or repair, and that the reasonable replacement or repair value of such unreturned/damaged property including all costs associated with such replacement, may, at Supplier’s sole discretion, be deducted from the payment of any form of compensation Company owes to Supplier.
  • EMPLOYEES Supplier agrees that any temporary personnel provided by Supplier are employees of Supplier and are not employees of Company or Client; that Supplier at all times retains the primary control over its personnel, including the right to recruit, qualify, hire, terminate, set compensation and benefits, establish codes of conduct, monitor, discipline, establish minimum or maximum work hours and other conditions of work; that Supplier’s temporary personnel will not be entitled to any rights, benefits or privileges provided by Company or Client to its own employees; that neither Company nor Client will be liable for payment of employment taxes, worker’s compensation, previous sponsorship/visa fees, or other benefits provided to Supplier’s personnel, and that Supplier is responsible for these matters and for paying/withholding income taxes, provident funds and social security with respect to its Employees; that Supplier’s temporary personnel will abide by the confidentiality and restrictive covenant provisions of this Agreement; and that Supplier will advise its temporary personnel and obtain their agreement to the foregoing in writing prior to the commencement of their services hereunder through execution of the agreement for Supplier’s Employee (attached as Exhibit B hereto).  Supplier shall indemnify and hold harmless Company from all damages, costs and expenses resulting from any claims by Supplier’s temporary personnel that such temporary personnel are employees of Company or its Client, as well as for Company’s or Client’s employee benefits and/or are covered by the Client’s or Company’s employee benefit plans.

14)  COMPLIANCE WITH LAWS AND REGULATIONS  ON HIRING OF FOREIGN WORKERS If applicable, for each of Supplier’s employees provided by the Supplier to Company, Supplier agrees and warrants that it and its employee will comply with all applicable laws related to work being performed by such foreign and migrant workers in Malaysia including, but not limited to ensuring that all proper permit and visa for such foreign and migrant workers are obtained and kept valid and all levies and duties are timely and properly paid.

Supplier represents that it is responsible for and in control of the payment of wages to its employee(s) under this Agreement, and that all required taxes, whether income, employment, excise or of any other type, will be paid by Supplier as the employer of all personnel under this Agreement.  In the event that Company is requested to make payments directly to any entity other than Supplier, which shall be in the sole discretion of Company.

Supplier agrees that any breach of the any of the provisions in this Paragraph 14 shall constitute a material breach of this Agreement with Company.


  • ASSIGNMENT Neither party may assign or otherwise transfer this Agreement or any interest hereunder to any third party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of heirs, successors, assigns, and delegates of the Parties hereto.
  1. REPRESENTAIONS AND WARRANTIES Supplier represents and warrants that: (a) during the term of this Agreement and during any period of time in which it performs Services, it will not be subject to any legal or contractual duty or agreement that would prevent, prohibit or interfere with its obligations hereunder or in connection with the performance of the Services; (b) it has full right and power to enter into this Agreement and each applicable Purchase Order; (c) it will provide all Services, and fulfill all of its obligations hereunder, in good faith and in a professional, responsible and capable manner; (d) it will not violate any intellectual property rights of any third party in connection with the performance of the Services; (e) all Services, including, but not limited to, any deliverables set forth in an applicable Purchase Order, will be original unless otherwise agreed in writing by the Company and (f) that Supplier’s Personnel information furnished by Supplier is complete, accurate and not fraudulent up to the best knowledge of the Supplier.
  1. FLOW-DOWN PROVISIONS From time-to-time, Client may direct the Company to enforce, clarify, revise, or impose a new policy or requirement on Supplier, or may cause Supplier to enforce, clarify, revise or impose a new policy or requirement on Supplier’s Personnel (collectively, the “Flow-Down Provisions”). The Flow-Down Provisions applicable to each Client shall be attached as Exhibit B issued pursuant to this Agreement, and/or Company shall notify Supplier, in writing (including, but not limited to, via email, which shall constitute a writing for purposes of this Section 17), of any such Flow-Down Provisions not attached to the Purchase Order at the time of execution (the “Flow-Down Notice”), and (i) this Agreement shall be automatically amended as of the effective date of the Flow-Down Notice, and (ii) the Flow-Down Provisions shall be binding on Supplier and Supplier’s Personnel.  However, in the event of a conflict between this Agreement and the Flow-Down Provisions, the Flow-Down Provisions shall control but only to the extent of such conflict.
  1. NON-DISPARAGEMENT During the term of this Agreement and for a period of eighteen (18) months after this Agreement terminates for any reason, Supplier shall not make any public disparaging statements concerning (a) Company or Client, or (b) the business or operations of Company or the Client.


  1. NOTICES Any requirement to “notify” or for “notice” or “notification” in connection with the subject matter of this Agreement shall be in writing and shall be effective either when delivered personally to the party for whom intended, or five (5) days following the deposit of the same into the United States mail, certified mail, return receipt requested, addressed to such party at the address set forth on page 1 of this Agreement. Either party may designate a different address by notice to the other given in accordance herewith. In the event notice is attempted through email, such notice will be effective only upon receipt of acknowledgment from the receiving party.


  1. SEVERABILITY If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth.


  1. RIGHTS TO OWNERSHIP OF DOCUMENTATION Supplier and Company hereby agree that all material, documentation and other tangible expressions of information including but not limited to software programs and software documentation, technical data or marketing data as applicable, whether in final production or draft, which result from any work performed by Company  or Supplier for the Client, shall be deemed to be works made for hire and all rights, title and interest shall belong exclusively to Client unless other arrangements have been agreed to by all parties in writing.
  1. COMPLETE AGREEMENT AND AMENDMENT This Agreement and any written Purchase Orders, Addendums or Exhibits executed hereunder, contain the entire agreement between the Parties hereto with respect to the matters covered herein. Supplier acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein. This Agreement shall not be modified in any way except as agreed to in writing and signed by both Parties and stating expressly that it constitutes a modification of this Agreement.




  1. GOVERNING LAW This Agreement shall be governed by the laws of Malaysia and the courts of Malaysia shall have exclusive jurisdiction over matters that arise herein.


  1. BREACH Since monetary damages may be difficult to ascertain and may be inadequate to compensate either party in the case of any breach of this Agreement by the other party, the Parties agree that either party shall be entitled to injunctive relief (both temporary and permanent) for any breach or proposed breach of this Agreement to the fullest extent permitted by applicable law. In addition, the party who is found to have breached this Agreement shall be liable for any damages, costs and fees (including but not limited to attorney’s fees, filing fees, arbitration fees, or mediation fees) incurred by the other non-breaching party and relating to such breach. Each party also agrees to indemnify and hold harmless the other for any and all losses, costs and other liabilities incurred, including costs and fees (including but not limited to attorney’s fees, filing fees, arbitration fees, or mediation fees), proximately caused by any breach of the obligations set forth herein.
  1. FORCE MAJEURE Company shall not be liable for any delay or failure in performing any of its obligations under this Agreement if such delay or failure is due to the events including (i) Acts of God, (ii) Fire, explosion or unusually severe weather, (iii) War, Riots or civil unrest, (iv) Restraint of Governmental, and other like events that are beyond the reasonable anticipation and control of the Company OR those that are not attributable to Company’s failure to perform its obligations under this Agreement.
  1. SALES AND SERVICE TAX. Where tax on the provision of Supplier’s temporary personnel 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 compensation payable to Supplier provided that such rate of tax is stipulated on the invoice issued by Supplier and Supplier has obtained the due authorisation and/or licence from the relevant authority to impose such taxes under the laws of Malaysia.


  1. DATA PROTECTION. Supplier acknowledges the requirements of compliance under the provisions of the Malaysian Personal Data Protection Act 2010 (PDPA). Where Company receives the personal data of Supplier, the temporary personnel,  or any of Supplier’s employees, subcontractors or  agents pursuant to this Agreement and Company or Client are stipulated as the data controller pursuant to the PDPA, or is primarily accountable or responsible under the relevant data protection law, Company and/or Client 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 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 Supplier, the temporary personnel or Supplier’s employees, subcontractors or  agents, IC hereby provide and provides on behalf of the temporary personnel, Supplier’s employees, subcontractors or  agents the requisite consent through the acceptance and signing of this Agreement  herein by the Supplier.


For and on behalf of:                                                                                    For and on behalf of:


():                                                                          (Supplier’s Name):


(Authorized signature)


(Typed or printed)





By:         _______________________________________

(Authorized signature)


(Typed or printed)



EIN#:                                            (Federal ID Number)



Exhibit A


In accordance with the Supplier Agreement signed between the undersigned parties on                                 , it is agreed as follows:

  1. Supplier,        , #                                       , and office address at _____________________, is contracted to perform work for _________________________(“Client”), beginning _____________________ and terminating on the “end date” of _____________________ (“minimum time requirement”) at a rate of $                    per hour (“Supplier’s rate”) and not to exceed the lump sum and hours listed below, to accomplish the following end result for the Client on the following Client Project:                                                     .  Supplier agrees that in the event the commencement date is postponed, Company will inform Supplier immediately and Supplier’s temporary personnel agrees that he/she will commence performing services on the revised commencement date as determined by the Client.  As stated in Section 6 of the Supplier Agreement, the Client may terminate this contract at any time if for any reason the services of the Supplier are no longer desired.
  2. Name of Affiliate issuing Purchase Order:
  3. Name of Client:
  4. Client Flow-Down Provisions: During the term of this Purchase Order, Subcontractor agrees to comply with the Flow-Down Provisions applicable to this Purchase Order and attached herewith as Exhibit 1.
  5. Project Name (if applicable):
  6. Sub-Contractor Primary contact person:
  7. Company Primary contact person:
  8. Work Location (if applicable):
  9. Commencement Date:
  10. Completion Date (if applicable):
  11. Description of Services to be Performed:
  12. Payment Schedule:
  13. Any additional terms:
  1. The undersigned have read, understands, and agrees to the terms and conditions herein.




For and on behalf of:                                                                                    For and on behalf of:

(COMPANY’S NAME):                                                                              (SUPPLIER’S NAME):


(Authorized signature)


(Typed or printed)




(Authorized signature)



(Typed or printed)



EIN#:                                                           (Federal ID Number)

Exhibit B


                                    Flow-Down Provisions

Acknowledged and agreed to this ____ day of _______., 20______.





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