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Pursuant to this Agreement, Staffing Science Corp, shall assign representatives to the Client who shall perform the works enumerated in the SERVICE AGREEMENT. It shall be the obligation of Staffing Science Corp, to ensure that the representatives are fit and qualified to perform the works for which they shall be assigned. In addition, Staffing Science Corp, shall provide the representatives with the necessary tools, implements or equipment so that they could be efficient and effective in their respective tasks. 




2.1 No employer-employee relations: The representatives to be assigned by Staffing Science Corp, shall be its own employees for purposes of this Agreement. Devoid of any employer-employee relations with Client, the representatives of Staffing Science Corp, shall not demand from Client, payment of the same benefits and compensation given by Client to its own employees. Staffing Science Corp, shall exercise control and supervision over its own representatives while assigned to the Client.


2.2 Non-exclusivity clause: Client, retains the right to engage other entities, as the need arises or as the circumstances may warrant, for the performance of works similar to those being performed by the representatives of Staffing Science Corp On the other hand, Staffing Science Corp, is not barred in entering into contracts with other entities for the rendition of tasks similar to those required by Client under this Agreement.


2.3 Assignment of representatives: Staffing Science Corp, shall assign technically qualified and competent representatives to the Client, who shall have full power and authority to act for and on behalf of Staffing Science Corp, in all matters pertaining to the implementation of this Agreement. These representatives shall exercise control by Staffing Science Corp, over their workers and shall closely coordinate with the representatives of Client, for the strict compliance of the latter’s standards.




3.1 Payment for actual works rendered: In consideration of the services to be performed by Staffing Science Corp’s representatives, Client shall pay the former in accordance with the provisions of SERVICE AGREEMENT.


3.2 Report any misconduct: Client shall report to Staffing Science Corp, any untoward act, negligence, misconduct or malfeasance by or involving any of the representatives assigned.

3.3 Indemnification: Client shall indemnify, defend and hold Staffing Science Corp, its shareholders, directors, officers, employees, agents harmless from and against all claims, liabilities, losses, damages, costs, and expenses from third parties arising from this Agreement.




4.1 Orientation before deployment: Prior to the assignment of its representatives, Staffing Science Corp, shall adequately orient them about the nature of their tasks and how the same shall be efficiently performed to ensure compliance with the output standards of Client. Staffing Science Corp, and its representatives shall agree upon the manner how the tasks shall be performed so that the desired results will be obtained. 


4.2 Ensure quality outputs: While assigned to the Client, the representatives of Staffing Science Corp, shall maintain the highest degree of professionalism and shall abide with the procedures of the former to ensure maintenance of output standards, On its own initiative, Staffing Science Corp, may recall the assignment of any representatives who shall fail to abide with the commitment of quality service or who shall not comply with established procedures and standards. The works required under this Agreement shall be performed entirely at the risk of Staffing Science Corp It shall take all precautions necessary and shall ensure complete efficient and satisfactory performance of the required works.


4.3 Compensate its workers: Staffing Science Corp, being the employer of its representatives, shall be responsible for the timely and lawful compensation of its workers, including all government mandated benefits and privileges. It shall also remit to the appropriate government agencies the legislated mandatory contributions of workers as required by law. 




5.1 Any confidential information received, accessed or known to the representatives of Staffing Science Corp, in the course of the implementation of this Agreement shall be held in strict confidence and shall be used only for the purpose of performing the works required pursuant to this Agreement. Confidential information shall not be disclosed to anyone without the prior written consent of Client. However, this shall not include information which is or becomes part of the public domain, or those that are already in Staffing Science Corp’s possession prior to disclosure, or those that are available to Staffing Science Corp, from a source other than the Client, or those independently developed by Staffing Science Corp, without reference to or use of any of the proprietary information. 


5.2 The Client shall not share any of Staffing Science Corp’s proprietary information, including but not limited to trade secrets, industry knowledge, methods, processes, business operations, marketing and development operations, etc., in perpetuity without the latter’s consent. Client warrants that the information shared to Staffing Science Corp, for processing were legally obtained and it has faithfully complied with the Data Privacy Act and other similar laws.




In case of default by Client, and in case of breach of any of the conditions, covenants or terms of this Agreement, Staffing Science Corp, may terminate this Agreement immediately. Staffing Science Corp has the right to withhold data or information as lien until the Client’s obligations, including penalties, are fully paid.




Client agrees that during the course of this Agreement and for period of 24 months subsequent to the termination herein, Client shall not directly or indirectly employs, engages the services, or solicits (or assist another in soliciting) any of the assigned representatives, employees or agents of Staffing Science Corp’s, or assist another in encouraging the latter to terminate or end their relationship with Staffing Science Corp.




Any legal action that may arise in connection with this Agreement, should voluntary conciliation proceedings fail, shall be brought and filed at the proper court in New York state.




9.1 Non-waiver: No waiver of any provision of this Agreement shall be made and no consent of either Party pertaining to the non-application thereof shall be made and no consent of either Party pertaining to the non-application thereof shall be effective unless the waiver or consent is made in writing and such waiver or consent shall be effective only for the specific purpose for which it was sought and given.


9.2 Amendment: No amendment, revision or modification of any provision of this Agreement shall be valid, binding and effective unless the same is mutually agreed upon in writing by the Parties.


9.3 Non-Assignment: Neither Party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.


9.4 Extent of Binding Effect: This Agreement shall be binding and effective between the Parties hereto and shall be observed and complied with in good faith. It shall also inure the benefit of and is also binding and effective upon their respective successors and assigns.


9.5 Compliance with Laws, Rules and Regulations: The Client shall comply with the existing laws, rules and regulations and those laws, rules and regulations that may hereafter be adopted, issued, or passed by the competence government agencies.


9.6 Effectivity: Unless sooner terminated by either Party for any ground stated herein or provided by law, this Agreement shall be binding and effective between the Parties for a period stated in the SERVICE AGREEMENT.


9.7 Termination: The Client may terminate this Agreement prior to its expiration through a written notice at least thirty (30) calendar days prior to the effective date of termination. Upon termination, the Client shall immediately settle their obligations to Staffing Science Corp. If the period herein stated is not complied with and the obligations are not immediately paid, the termination shall be ineffective and Client is liable to penalties stated in the SERVICE AGREEMENT. 

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