PRODISCUSS™ - PROCONNECT CONSULTING’s
FREELANCE RECRUITMENT MODEL
RECRUITMENT SERVICES CONSULTING AGREEMENT
This agreement is made on this __________________ [Date of Joining] between (PRODISCUSS™)
Proconnect Consulting having its office at #3-94/1, 1st Floor, Kathriguppe Main Road,
Banashankari 3rd Stage, Bangalore, Karnataka 560085 hereinafter referred as the COMPANY;
and
________________________________________________________ [Full Name of the Freelance Recruitment
Consultant], D/o or S/o _________________________________________ [Father’s Full Name] residing in
[Detailed Postal Communication Address of the Freelance Recruitment Consultant] hereinafter
referred as the CONSULTANT.
Whereas, Proconnect Consulting is a HR Consulting company with various verticals like HR
Consulting, Recruitment Market Research, Recruitment Event Management and Recruitment
Process Outsourcing and is also engaged in providing manpower services to various companies
hereinafter referred as clients.
IN CONSIDERATION of the foregoing and of the mutual covenants set forth below, the parties,
intending to be legally bound, agree as follows:
1. Retention as Consultant:
The Company hereby retains Consultant, and Consultant hereby agrees to render consulting
services to the Company, upon the terms and conditions set forth herein.
2. Duties:
Consultant covenants and agrees that, as an independent Consultant, he/she will
perform all services requested of him/her by the Company, acting through his/her own
resources.
At the request of or according to the various sourcing assignments given to the
Consultant from time to time during the term of the agreement, the Consultant shall find
and recommend suitable candidate/candidates to the Company.
Candidates proposed by the Consultant based on the request of the Company will be
made available to the Company for at least 7 working days within which time the
Company will respond by email to the Consultant on the Candidate proposed is either
shortlisted to be interviewed or not. Nothing stated herein will be construed to create a
right for selection of the proposed Candidate. The Company will within 7 working days
send email confirmation on the path-forward actions of the proposed candidates.
Consultant agrees that at the close of each business day he/she will mail the daily status
report to the reporting officer, or to such other person as the Company may designate.
The Consultant shall treat all information given to it by the Company pursuant to this
agreement as confidential and shall not except for the sole purpose of carrying out its
obligations under this agreement divulge or use whether directly or indirectly for its
own benefit or for the benefit of any person, firm or company other than Proconnect
Consulting any such information or knowledge. This obligation shall cease if such
information becomes generally known or accessible otherwise than by the Consultant’s
breach.
The Consultant will be responsible for and shall use its best endeavors in checking the
accuracy of all qualifications of the potential candidates and for ensuring that they are
suitably qualified for employment according to the requirements shared by the
Company.
The Consultant warrants to the Company that all information of the potential candidates
provided by it to the Company is true and accurate in all respects.
3. Independent Consultant Status:
The parties recognize that Consultant is an independent entity and not an employee, agent, co-
venturer, or representative of the Company and that the Company will not incur any liability as
the result of Consultant's actions. Consultant shall at all times disclose that the consultant is an
independent Consultant of the Company and shall not represent to any third party that the
consultant is an employee, agent, co-venturer, or representative of the Company other than as
expressly authorized by the Company. The Company shall not withhold any funds of Consultant
for income tax purpose and the Consultant shall be responsible for the payment of same.
Consultant shall not be entitled to receive any employment benefits offered to employees of the
Company, including but not limited to: workers' compensation coverage; savings or profit
sharing plans; stock option, incentive or other bonus plans; health, dental or life insurance
coverage; and paid vacations. The Company shall not exercise any control except as
enumerated over the Consultant.
It is hereby declared and agreed between the parties that nothing in this agreement shall in any
way constitute a partnership and neither party shall have authority to enter into any financial
commitment on behalf of the other party. Nothing in this Agreement shall be construed to grant
the Consultant any exclusive rights to provide services to the Company.
4. Compensation:
The consultant will be paid pre-determined portion of the recruitment services fee received by
the company from its clients. PRODISCUSS™ pays every Freelance Recruitment Consultant on
two different occasions:
1) SOURCING FEE PER CANDIDATE = Rs. 2000 is paid to the Freelance Recruiter for
each candidate who attends the Final In-Person Round of Interview. Once a specific
referred candidate (candidate who had previously been flagged as Non-Duplicate both
from the Internal HR of Proconnect Consulting and its Clients) attends the Final in-
Person Interview (Offer Round) Round with the Client Company, the Freelance
Recruitment Consultant is entitled to a Sourcing Fee for that specific candidate.
2) REFERRAL FEE PER CANDIDATE = Proconnect Consulting will pay a one-time
Referral Fee per candidate calculated at 40% (forty percentage) of the offered
candidate’s Monthly GROSS Salary. Once the offered candidate (candidate who had
previously been flagged as Non-Duplicate both from the Internal HR of Proconnect
Consulting and its Clients and finally after attending the Final Selection Rounds got
offered by the Client Company) joins the Client Company and spends 3 Months, the
Freelance Recruitment Consultant is entitled to a Referral Fee for that specific candidate.
The Referral Fee per candidate is 40% of the specific offered Candidate’s Monthly Fixed
Salary without considering any variables or bonuses.
All payments due to the Consultant in a specific month shall be settled by the Company within
the 7th Day of the immediate next month. The Consultant understands and agrees that the only
payment receivable by it from the Company would be for providing services herein under this
agreement is as provided under the above mentioned Payment clauses. The Company shall not
be responsible for any other costs incurred by the Consultant under this agreement.
The Company shall process payments to Consultant for all undisputed invoices presented by
Consultant under this Agreement. Any dispute between the consultant and the company can be
resolved by the arbitration as per Arbitration and Conciliation Act 1996 for which Manager
Operations would be the sole arbitrator.
Nothing contained in this agreement shall obligate or create an obligation on the Company to
engage or hire the candidates referred by the Consultant.
5. Service Agreement Term:
This Agreement shall commence on the date first written above and shall continue for 1 Year
unless terminated in accordance with the Termination Clause. This agreement on expiry may be
renewed in writing by the Company for another period of twelve months. The validity of the
proposed Candidates will expire 12 (twelve) months from date of referring such candidate to
the Company. After which the Company will not be entitled for any payments in respect of such
Candidates, although such candidate is hired by the clients of the Company.
6. Service Agreement Termination:
The parties agree that the Company through written notice may terminate Consultant's
engagement under this Agreement at any time. The consultant can also terminate the contract
through written notice. However the company shall pay all pending invoices as per clause no. 4
(Compensation) of this agreement for any undisputed joining for which the consultant has not
been paid.
7. Covenant of Nondisclosure:
Consultant shall not, at any time during or after the term of this Agreement, in any manner,
either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation
or other entity, or use for his/her own benefit or for the benefit of any other person, firm,
corporation or other entity, and not for the benefit of the Company, any information acquired
from the Company or its affiliates, without the express prior written consent of an authorized
executive/officer of the Company, as more fully set forth in a certain Non-disclosure Agreement
between the Company and Consultant dated __________________ [Date of Joining].
8. Rights to Work:
The parties acknowledge that any work created by Consultant in connection with the
performance of services for the Company pursuant hereto is being created at the insistence of
the Company and shall not be a property of the consultant.
The Company shall have the sole right to use the whole work, any part or parts thereof, or none
of the work, as it sees fit. The Company may alter the work, add to it, or combine it with any
other work or works, at its sole discretion. Notwithstanding the foregoing, all original material
submitted by Consultant as part of the work or as part of the process of creating the work,
including but not limited to programs, listings, printouts, documentation, notes, flow charts, and
programming aids, shall be the property of the Company whether or not the Company uses such
material. No rights are reserved by Consultant.
All programs, specifications, documentation and all other technical information prepared by
Consultant in connection with the performance of his services hereunder will become the
Company's sole property. Title to all material and documentation, including but not limited to,
systems specifications furnished by the Company to Consultant or delivered by the Company
into Consultant's possession shall remain with the Company. Consultant shall immediately
return all such material or documentation not later than seven (7) days of any request or upon
the termination or conclusion of his engagement under this Agreement, whichever shall occur
first.
9. Legal Relief:
In the event Consultant breaches, or threatens to breach any of the covenants expressed herein,
the damages to the Company will be quantified by the Company which shall be final. The
company may apply to a court of competent jurisdiction for injunctive or other equitable relief
to restrain such breach or threat of breach, without disentitling the Company from any other
relief in either law or equity.
10. Adherence to Laws:
Consultant agrees that in carrying out his/her duties and responsibilities under this Agreement,
he/she will neither undertake nor cause, nor permit to be undertaken, any activity which either
(i) is illegal under any laws, decrees, rules, or regulations in effect in either the India or any
other country in which the Company has a business interest; or (ii) would have the effect of
causing the Company to be in violation of any laws, decrees, rules, or regulations in effect in
either the India or any other country in which the Company has a business interest.
Consultant agrees to notify the Company immediately of any extortive solicitation, demand, or
other request for anything of value, by or on behalf of any entity or individual, relating to the
subject matter of this Agreement.
11. Indemnification:
Consultant shall defend, indemnify and hold harmless the Company and its officers, directors,
employees, agents, parent, subsidiaries and other affiliates, from and against any and all
damages, costs, liability, and expense whatsoever (including attorneys' fees and related
disbursements) incurred by reason of (a) any failure by Consultant to perform any covenant or
agreement of Consultant set forth herein; (b) injury to or death of any person or any damage to
or loss of property which is due to the negligence and/or willful acts of Consultant; or (c) any
breach by Consultant of any representation, warranty, covenant or agreement under this
Agreement. The Company shall have the right to offset against any fees or commissions due
Consultant under this Agreement the amount of any indemnity to which the Company is entitled
under this Section 11 for any damage, cost, liability, expense, fee or other disbursement,
incurred by the Company pursuant to this Section-11.
12. Miscellaneous:
12.1 Cooperation: Consultant agrees that at any time and from time to time, upon the
request of the Company, to do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all such further acts, documents and instruments
as may be required to effect any of the transactions contemplated by this Agreement.
12.2 Waiver of Breach: The waiver by either party hereto of any breach of the terms
and conditions hereof will not be considered a modification of any provision, nor shall
such a waiver act to bar the enforcement of any subsequent breach.
12.3 Company Property: All Company property in the possession or control of
Consultant including, but not limited to, specifications, documentation, source code,
passwords, mailing ID, Quality Assurance documents, developed procedures and
magnetic media will be returned by Consultant to the Company on demand, or at the
termination of this Agreement, whichever shall come first.
12.4 Entire Agreement: This Agreement and the Non-disclosure Agreement described
in Section 7.
12.5 Warranty: As an inducement for Company to enter into this Agreement,
Consultant represents and warrants to Company that all services, work and deliverables
to be performed hereunder shall be performed by her in a professional and
workmanlike manner, in accordance with the highest industry standards.
This agreement shall be construed and enforced in accordance with the laws of India. The
parties agree that the exclusive jurisdiction and venue of any action with respect to this
Agreement shall be in Bangalore and each of the parties hereby agrees to submit itself to the
exclusive jurisdiction and venue of such court for the purpose of any such action.
TO BE SIGNED & SEALED ACCEPTED & ACKNOWLEDGED BY BOTH PARTIES:
Both Parties will sign this agreement as token of their mutual acceptance of the above terms &
conditions and will retain a copy each for future records.
On behalf of Proconnect Consulting:
Full Name of the Authorized Signatory: ________________________________________________
Designation of the Authorized Signatory: ________________________________________________
Signature of the Authorized Signatory: ________________________________________________
Official Seal of Proconnect Consulting with Date: ________________________________________________
Freelance Recruiter’s Acceptance of the Terms of this Agreement:
Full Name of the Freelance Recruitment Consultant: ________________________________________
Signature of the Freelance Recruitment Consultant: ________________________________________
Postal Address of the Freelance Recruitment Consultant: ________________________________________
______________________________________________________________________________________________________________
Signed Date: ________________________________________
Witness 1:
Full Name of the Witness-1: ________________________________________
Signature of the Witness-1: ________________________________________
Postal Address of the Witness-1: ________________________________________
______________________________________________________________________________________________________________
Signed Date: ________________________________________
Witness 2:
Full Name of the Witness-2: ________________________________________
Signature of the Witness-2: ________________________________________
Postal Address of the Witness-2: ________________________________________
______________________________________________________________________________________________________________
Signed Date: ________________________________________