The 2nd party accepts that the 1 party agreed to provide the Manpower supply to the 2nd party on an interim arrangement of XXXX pack on ________.., which has to be started on ________________.., and 1st party will co-operate in implanting the process.

The consultant has been engaged by the client to provide specific search services to the client organization during the stipulated contract period in order to source the communicated manpower needs for the client Organization within this duration.

INTERPRETATION

1.1 In these terms and conditions:

'Employer' means the party (which term shall include a person, a sole proprietorship, a partnership or a corporation, and in the context of a corporation shall include any and all subsidiaries of such corporation within its group and any authorized person or persons within such corporation) who accepts these Terms and Conditions for the provision of services by Unique Staffing;

'Services' means the services as shall be provided by HRJPS to the Employer pursuant to this Agreement, which shall include the recruitment of personnel and any other related recruitment consultation services as more particularly set out in Clause 3 of this Agreement.

'Candidate' means a person known or introduced by Unique Staffing to the Employer in Unique Staffing provision of the Services.

'Conditions' means the standard terms and conditions set out in this Agreement and (unless the context otherwise requires) includes any special terms and conditions as shall be agreed in writing between the Employer and HRJPS; and

'Writing' shall include email, facsimile and other comparable means of communication.

BUSINESS TERMS & CONDITIONS

Requirements from the Employer:

For proper handling of the requirements, the employer should facilitate the Agency with proper needs as:

Sharing the exact requirement criteria to the Agency to search for the right candidates.

Arrange an executive to work with the Agency so as to provide all the necessary information.

Facilitate the Agency with induction about the job requirements in the company so as to better understand the requirement and provide with best service.

Assist the Agency performance by sharing detailed feedback about the so far happened recruitments by every weekend.

Releasing staff requirements regularly like quarterly or monthly or as such would improve the performance of the recruitment, as the Agency will get enough time to grab the right candidate.

Find and inform the Agency of any issues pertaining to duplication of profiles or mismatch of profile to the job role.

Profiles that are not selected by the company are to be returned

All the communication regarding any aspect should be in writing, otherwise which is not considered for any further action.

Everything will be maintained in the online portal between the employer and HRJPS. Portal terms should be followed by the employer and HRJPS

HRJPS only responsible for supplying of manpower to the employer according to their service needs. Not responsible for the characteristics and behavior of the candidates.

We only supply workforce, the 2nd party is solely responsible for staff background verification.

Professional fees

If HR JP places a candidate for employment with consultancy fee will be as described below:

The Consultancy fee of 25% which is from the Total No. of Requirements will be payable to HR JPS within 48 hours. Then from the time a candidate starts to come, the remaining 75% service charge should be cleared for completing all Vacancies.

AGREEMENTS

At the request of the Employer and subject to the terms and conditions herein contained, HRJPS agrees to provide manpower recruitment services as more particularly described in Clause 3by supplying to the Employer Candidates to meet the Employer's manpower requirements which requirements shall, from time to time, be advised by Employer to HRJPS in writing indicating nature of each work, qualification standards for each position and number of personnel required ("Request").

As from the date hereof, Employer hereby authorizes HRJPS to act as its authorised representative in all matters involving the search for required Candidate.

This Agreement is non-exclusive for both HRJPS and the Employer. The Employer reserves the right to engage other party (ies) to perform similar or identical services to be performed by HRJPS under this Agreement. HRJPS reserves the right to provide and/or perform similar or identical services to be performed by HRJPS under this Agreement for other third parties.

ARTICLE 2

HRJPS'S OBLIGATIONS

HRJPS agrees to provide the Employer with recruitment services comprising sourcing for Candidates, through skill assessment, qualifications and descriptions, screening, profiling, pre-interviewing, short-listing and proposing to Employer all pre-screened Candidates ("Services") for full time or fixed term employment basis.

In the event the Candidate is employed by the Employer or any of its subsidiaries, holding company(s) and/or related corporations (collectively, the "Employer Group") and provided that the Service Fee has been paid, HRJPS shall provide a 3-month guarantee for one (1) replacement in the event of resignation or termination of employment of such Candidate due to unsatisfactory performance of such Candidate during the said 3 month period. Particularly, in the event that the Candidate is dismissed within the aforesaid guarantee period, and that such dismissal is for reason or reasons other than redundancy and/or related to an economic downturn, HRJPS undertakes to seek a replacement of such Candidate with no additional fee imposed upon the Employer.

ARTICLE 3

EMPLOYER'S OBLIGATIONS

Employer shall always have final authority on the selection, choice and confirmation of the Candidates for employment. In this regard, save and except for the Services falling within the obligations of HRJPS under this Agreement, the Employer (and its Employer Group where applicable) shall at all times be responsible and liable for the Candidate once employed by the Employer / Employer Group and shall comply with all laws regulations orders and regulatory requirements relating to its employees (including the Candidates so employed) including but not limited to employment conditions or requirements imposed by foreign jurisdiction(s) in respect of Candidates so employed by Employer or Employer Group.

Employer shall, for the successful Candidates, be responsible to bear fiscal charges, visas, work permits and airfare (if any) up to completion of the employment of such Candidate.

Candidates who are required to travel on official business as part of his/her duty shall be protected by Employer's Personal Accident Insurance Cover which associated costs therewith shall be borne by Employer.

Employer shall be responsible to provide housing accommodation and transportation of Candidates/ personnel employed pursuant to this Agreement throughout the duration of Service and any problem that may arise or be incurred by the Candidate/personnel at the work place such as delayed or non-payment of salary or overtime pay of personnel and other factors beyond the control and obligation of HRJPS under this Agreement.

Employer shall use best efforts to maintain the welfare and protection of the rights of foreign personnel hired pursuant to this Agreement in accordance with applicable laws and not less than industry standards.

Employer shall be responsible for the medical welfare of the Candidate so employed throughout his/her employment with the Employer / Employer Group.

Employer shall assist the personnel in the regular remittance of his monthly basic salary to his designated account(s) in the personnel's country home through normal channels.

The Employer will defend, hold harmless and indemnify, including attorney's fees, HRJPS and HRJPS's Personnel against claims that arise or are alleged to have arisen as a result of negligent or intentional acts or omissions of the Employer or the Employer's Personnel in performing its obligations under this Agreement or towards any Candidate so employed or engaged by the Employer or Employer Group.

ARTICLE 4

SERVICE FEES

In consideration of HRJPS providing the Service, the Employer shall pay the fees and charges as may be agreed from time to time between the Parties. For the avoidance of doubt, HRJPS shall not be obligated to undertake any Service under this Agreement until and unless that the Request for Candidate is issued by the Employer under Clause 2.1 and the scope of work under the said Request, fees together with all cost and expenses in connection therewith (collectively, the "Service Fee") has been agreed to between the Parties ("Statement of Work" or "SOW").

With limiting the generality of the aforesaid, the Employer shall be liable for all taxes (including but not limited to goods and services tax), duties, cost and expenses in connection security clearance, valid passports, visas and travel clearance of any Candidate engaged.

Where a Candidate is placed (whether on employment or temporary basis, as independent contractor or otherwise) with the Employer or Employer Group within 12 months of the Request, the Employer shall be liable to pay the Service Fee and will be invoiced the Service Fee. The invoice shall be paid by the Employer within thirty (30) days of Employer receiving such invoice.

ARTICLE 5

RELATIONSHIP OF PARTIES

Nothing herein contained shall constitute or be implied to have constituted a partnership, joint venture, principal/agent or employer/employee relationship between the Parties hereto and no Party shall have any right, power or authority to act for or to bind or commit to assume any obligation or responsibility on behalf of any other Party.

Without limiting the generality of the foregoing, HRJPS p or their respective officers, employees and personnel ("Personnel"). The Employer will:

(i) Ensure it, the Employer Group and the Personnel are in compliance with all laws, regulations, ordinances, and licensing requirements;

(ii) Be responsible for the supervision, control, compensation, withholdings, health and safety of the Personnel.

Unless as otherwise herein agreed by the parties, each of the parties hereto shall bear its own cost and expenses, including but not limited to, paying out salaries to its own personnel or staffs and other outgoings towards performing its part of obligations under the agreement.

Each of the parties hereto shall be responsible to bear and pay its own tax.

ARTICLE 6

SETTLEMENT OF DISPUTES

All claims and complaints relating to the employment or engagement contract of the Candidate employed or engaged pursuant to this Agreement shall be settled in accordance with the company policy, rules and regulations and the Employer. In the case the said personnel disputes the decision of Employer, the matter shall be settled amicably with the participation of the representatives Employer and if so requested by the Employer, HRJPS.

ARTICLE 7

TERMINATION

This Agreement shall be effective on the date above set forth and continue until terminated in accordance with this Article 7. Provided that the termination shall not affect or prejudice the rights of any Party which have accrued prior to the date of termination of this Agreement and the obligations under this Agreement shall continue even after the termination of this Agreement in respect of any act, deed, matter or thing happening prior to such termination of this Agreement. Without limiting the aforesaid, any SOW pending completion shall continue to bind the Parties together with this Agreement until such SOW is so completed and paid unless so mutually terminated by the Parties.

Neither Party may unilaterally cancel this Agreement except for the following events:

(a) At the discretion of a Party by serving a prior written notice to the other Party of not less than three (3) months without ascribing any reason thereto;

(b) Immediately by a Party by serving a written notice to the other Party if an order is made or a resolution is passed for the winding-up of the other Party, except for the purpose of reconstruction or amalgamation not involving the realization of assets in which the interest of creditors are protected;

(c) Immediately by a Party by serving a written notice to the other Party if the other Party goes into liquidation or a receiver is appointed over the assets of the other Party or the other Party makes an assignment for the benefit of or enters into an arrangement or composition with its creditors or stops payment or is unable to pay its debts;

(d) Immediately by a Party by serving a written notice to the other Party if execution is levied against a substantial portion of the other Party's assets, unless it has instituted proceedings in good faith to set aside such execution;

(e) Immediately by a Party by serving a written notice to the other Party if a provisional liquidator, receiver or manager of the other Party's business or undertaking has been duly appointed, or possession has been taken by or on behalf of creditors or debenture holders secured by a floating charge of any property of the other Party comprised in or is a subject of the said floating charge;

(f) By written notice of not less than 14 days to the other Party if the other Party ceases or threatens to cease all or substantially all its business; or

(g) Immediately by a Party by serving a written notice to the other Party if the other Party has breach this Agreement and fails to remedy such breach within 30 days upon receiving written notice of such breach.

Validity Of Terms:

This Agreement shall be effective from _________________ and be valid for a period of one year and unless terminated earlier in accordance with the terms specified hereunder.

ARTICLE 9

CONFIDENTIALITY

Subject to Clauses 9.2 and 9.3, this Agreement and all matters pertaining hereto shall be considered a confidential matter and such matters shall not be disclosed to any third party without prior mutual agreement.

The confidentiality obligation contained in this Clause 9, shall not apply to information which:

(a) The Parties lawfully receive from third parties;

(b) Has lawfully become part of the public domain;

(c) Is already within the knowledge of the receiving Party or was in their possession at the time of disclosure of the information; or

(d) Is required by law to be disclosed.

Notwithstanding Clause 9.1, a Party may disclose such confidential information to its directors, officers, employees, financial institutions and professional advisers provided that it is on a need to know basis and that such person agrees to maintain the confidentiality obligations under this Agreement.

The obligations under this Clause shall survive the termination of this Agreement and endure for a period of three (3) years from the date of termination of this Agreement or such other period as the parties may mutually agree.

ARTICLE 10

GOVERNING LAWS

This Agreement shall be interpreted in accordance with and subject to the laws of India but not to the exclusion of and prejudice to the laws of the country site of employment, international laws, covenants and practices.

The Parties shall comply with all applicable laws and with all directions, orders, requirements and instructions given to the relevant Party by any authority competent to do so under any applicable law.

ARTICLE 11

AMENDMENTS

In the event the terms of this Agreement shall be affected by the national policies and future legislation of India, this Agreement shall be amended or modified accordingly upon mutual consent of the Parties hereto.

No modification, alteration and/or amendment to this Agreement and/or its appendixes shall be effective unless made in writing by way of supplementary agreement(s) specifically referring to this Agreement and duly signed by the Parties.

Pending execution of the supplementary agreement(s) by both parties and the same becoming effective, the Parties shall proceed in accordance with the terms and conditions of this Agreement existing immediately prior to the said supplementary agreement(s) becoming effective.

ARTICLE 12

NOTICES

Except as otherwise provided herein, any notice required or permitted to be given pursuant, or in reference, to this agreement shall be in writing and sent by cable or telex or facsimile, to the address of either party as is duly specified in the present agreement.

Any of the parties may change its address by a notice given to the other in a manner hereinabove set forth.

Notices given as herein provided shall be considered to have been given fourteen (14) days after the postage date or at the date a telex or facsimile message confirmation has been issued, as the case may be.

ARTICLE 13

MISCELLANEOUS

Successors bound: This Agreement shall be binding on the Parties, their successors and permitted assigns.

Assignment: Neither Party will assign their rights or delegate or subcontract their duties under this Agreement to third parties or affiliates without the prior written consent of the other Party, such consent not to be withheld unreasonably, except that the Buyer may assign this Agreement in conjunction with the sale of a substantial part of its business utilizing this Agreement. Any unauthorized assignment of this Agreement is void. Both parties agree to submit to the personal and exclusive jurisdiction of the courts located within chennai, Tamil Nadu.

Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining provision shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from. In lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part hereof a provision, as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is legal, valid and enforceable so as to give effect to the intention of the Parties.

Waiver: Any delay, neglect or forbearance on the part of a Party in enforcing any provision of this Agreement against the other Party shall not be deemed to be a waiver of that provision or any other provision of this Agreement and shall not prejudice the right of the Party to enforce this Agreement.

Cost: Any cost incidental to the preparation of this Agreement including the cost for stamp duty shall be borne by the Supplier.

Time: Time whenever mentioned shall be the essence of this Agreement.

Requirement:

No. Of candidate with designation_____________________________

ACCEPTANCE

I have read your terms and conditions, and agree to abide by them.

For

XXXXXXXX

Authorized signatory Name:

Designation:

For HR Manpower Consultancy Services India

Name & Designation :

Authorized signatory Name:

Designation:

Authorized signatory Name:

Designation: