i. to maintain a threshold of at least 10 active Talents, in his/ her Talent
Recruiter
Firm, completing the basic Talent Fee targets
ii. to maintain a threshold of 10 active Talents completing the basic Talent Fee
targets, in its first three months (starting from the date of communicating the
firm code to the Talent Recruiter), failing which it shall not be entitled to
Talent Recruitment Firm share.
iii. If the Talent Recruiter fails to abide by the official requirements communicated
to him/her by LT or found involved in cheating/ fraud/gross negligence, LT
shall have the right to terminate the Agreement, cease his/her recruitment
arrangement and shift the Talents employed by him/her to any other recruiter
working for the LT.
iv. Talent Recruiter shall not be given a second warning for offenses like cheating
or fraud and/or gross negligence and misconduct with Talent. If found guilty,
Talent Recruiter shall be liable to pay by way of compensation US$ 150 for each
offence and in severe cases termination of Agreement and cessation of the
recruitment arrangement.
v. LT shall have the right to direct the Talent Recruiter to suspend, replace or
terminate the services of any Talent of the Talent Recruiter on the basis of
poor performance or for any reason whatsoever. LT shall have the
right to retain the copies of the ID(s) of Talent(s) so terminated.
vi. perform the Services under this Agreement with due efficiency and bona fide
and to the satisfaction of LT as and when required/requested and instructed by
LT.
vii. to ensure that the Talent Recruiter and the Talent perform the Services
requested
by LT in accordance with LT’s directions and instructions and, to comply with
the LT rules, policies, regulations and procedures as maybe determined by LT
from time to time.
viii. Talent Recruiter and the Talent shall perform all of its obligations under this
Agreement in a proper and professional manner in line with industry best practice
as well as international best practice.
ix. to ensure that the provision of Services by the Talent Recruiter and the Talent t
be rendered to LT do not violate federal, provincial and/or local laws, rules,
regulations, notifications, directives, etc. applicable in Islamic Republic of
Pakistan.
x. The Talent Recruiter hereby represents and warrants to LT that as at the Effective
Date of this Agreement the Talent Recruiteris lawfully able to provide the Services
to LT and has the necessary authority to enter into this Agreement.
1.1. It shall be the responsibility of the Talent Recruiter to closely monitor the
hourly
activities of the Talent’s and make sure that no Talent is involved in any activity
which violate federal, provincial and/or local laws, rules, regulations, notifications,
directives, etc. applicable in Islamic Republic of Pakistan. The Talent Recruiter,
unconditionally and irrevocably, represents and warrants that it shall solely be held
responsible in this regard, and in no event LT, shall be held responsible if any
Talent of the Talent Recruiter is involved in any such activity, and the Talent
Recruiter shall indemnify and hold harmless LT against any and all claims,
damages, costs, expenses etc. in this regard.
1.2. If, during the live stream by any Talent, LT notices anything which is
detrimental to
interests or brand image of Banolve Application, LT shall be entitled to intervene or
notify the Talent Recruiter to take necessary measures.
1.3.The Talent Recruiter shall ensure that the contents developed, produced and
published by the Talent do not violate any third-party intellectual property rights and
the Talent Recruiter shall indemnify and hold harmless LT against any and all
claims, damages, costs, expenses etc. in this regard.
2.1. The Talent Recruiter and the Talent hereby acknowledge that the ownership,
title, proprietary rights and interests in intellectual property rights of any Work Product
created by Talent Recruiter and the Talend pursuant to this Agreement, reside in
and shall remain exclusive property of LT and that the Talent Recruiter and the
Talent shall not lay any claim over the Intellectual Property Rights in such Work
Products during the pendency or after termination of this Agreement. Talent
Recruiter and the Talent agrees that it shall acquire no right, title or interest in any
Work Product produced by the Talent Recruiter and the Talent pursuant to this
Agreement, nor shall the Talent Recruiter and the Talent take any action or commit
any omission, which would jeopardize in any way the rights of LT created over the
Work Products.
3.1. The Talent Recruiter is an independent contractor and assumes all rights,
obligations and liabilities applicable to it as an independent contractor. Nothing herein
implies or creates any agency relationship between the Parties. Talent Recruiter shall be
solely responsible and agrees to indemnify and defend LT for payment of its Talent’s wages,
compensation and remuneration, Talent Fees, benefits, and all taxes and national insurance
or equivalent imposed on an employer with respect to such Talents, including those imposed
under local withholding laws and shall ensure payment of all taxes and all payroll
deductions required of an employer.
3.2. .All Talents shall be considered and shall be treated as common law employees or
subcontractors of Talent Recruiter and not as employees of LT. As the employer, Talent
Recruiter shall perform the employer responsibilities under all-applicable country and/or
local laws and regulations. Under no circumstance will the Talent or any other employee or
agents of Talent Recruiter receive coverage under LT’s employee benefit plans, and Talent
Recruiter shall prohibit any employee or the Talents from making any representations to the
contrary.
3.3. The relationship between the parties is only limited to the extent of using Bano
live App in order to earn rewards by hiring Talents. There shall be no other relation
between the parties and Talent Recruiter or his/her Talent(s), shall, in no case, be allowed
to use the name of LT or Bano live App or to do any act on behalf of LT.
3.4. Both parties agree that their relationship is only limited to the extent of
Clause 8 and there shall be no relationship between them as a trading partner, business
partner, principal, agent, representative, employer, employee, or any other relationship of
the same or different kind.
3.5. The Talent Recruiter or his/her Talents are not entitled to open any office by
using the name of LTo r Bano live. In case of violation, LT reserves the right to penalize
the Talent Recruiter, terminate this Agreement and initiate legal proceedings against
him/her. Nothing in this Agreement shall be construed as a transfer of rights of license to
the use any intellectual property rights of LT and/or Bano live App.
4.1. All such Confidential Information, whether written or oral, whether furnished
before or after the date of agreement hereof, must be held by both parties in strictest
confidence.
4.2. The Talent Recruiter must exercise best efforts to care and maintain the
confidentiality of Confidential Information. Talent Recruiter shall not disclose
Confidential Information to any person whatsoever, with the term “person” designating
broadly any or all of the following, without limitation: governmental entities,
corporations, partnerships, companies, entities, institutions, agencies, agents, or
individuals, provided however, that the foregoing obligations regarding confidentiality
shall not apply to any information that is or becomes generally available to or known by the
public other than as a result of a disclosure made by Talent Recruiter.
4.3.Talent Recruiter shall not use any Confidential Information, at any time, in any
way
that would be detrimental to interests of LT or which may arise to usurping of
profits or business opportunities from LT.
4.4. 9.4.Talent Recruiter shall not, without express authorization by LT, furnish to
third
parties, disclose or publish in any way any information or documentation related to
the LT or Bano live App.
5.1. LT is entitled to terminate this Agreement, without notice and without cause
with immediate effect.
5.2. Either party may, by written notice to the other party, forthwith terminate this
Agreement if the either party commits a material breach of the terms and conditions of this
Agreement and which breach (in case of a remedial breach) shall not have been remedied
within thirty (30) days of receipt of written notice from the other party, specifying the
breach and requiring the same to be remedied. The Parties shall indemnify each other of any
and all losses, including litigation charges, claims, encumbrances, etc., incurred due to
such breach, violation or contravention. Any termination of this Agreement shall be without
prejudice to any other rights or remedies available to the parties hereunder or under the
law.
5.3. LT may terminate this Agreement, for any reason, by giving thirty (30) days
prior written notice to the other, provided that the Services being performed at the time of
the notice of termination of this Agreement shall continue at the LT’s discretion, for so
long as Services are requested by LT. Talent Recruiters obligations pursuant to this
section, shall survive the termination of this Agreement and the Talent Recruiter shall
continue to comply with the terms and conditions of this Agreement with respect to the
Services, until LT terminates all such Services.
5.4. Upon such termination, LT exclusive remedy shall be expressly limited to payment
of any balance owed to Talent Recruiter for the Services delivered and completed in
accordance with this Agreement and to the full and final satisfaction of LT up to the date
of termination in accordance with this Agreement subject to the other payment provisions of
this Agreement
5.5. At any time during the term of this Agreement, a Party may immediately terminate
this Agreement if the other Party:
5.5.1. Voluntarily files a petition under bankruptcy or insolvency law,
5.5.2. Has been the subject of an involuntarily filed petition under bankruptcy or
insolvency law, unless such petition is dismissed within thirty (30) days;
5.5.3. Has an order entered against it either appointing a receiver or trustee for,
or issuing a levy or attachment against a substantial portion of its assets and this order
is not vacated, set aside or stayed within thirty (30) days from date of entry.
6.1. The Talent Recruiter agrees to indemnify, hold harmless and defend LT and their
respective affiliates, directors, officers, employees, agents and representatives from and
against all liens, claims, demands, charges, suits, proceedings, causes of action of any
type, in law or equity, liabilities, damages, penalties, assessments, losses and expenses,
including but not limited to interest, reasonable attorneys' fees and costs of suit, and
shall include, but not be limited to those caused by or arising out of or in connection
with, or contributed to, in whole or in part, directly or indirectly by:
(1) Talent Recruiter failure to comply with the terms of this Agreement;
(2) any illegal, improper, wrongful activity committed by or involving the Talent of
the Talent Recruiter;
(3) for personal injury, including death, and damage to real or tangible personal
property arising out of or resulting from the Services provided under this Agreement to the
extent that any such injuries or damages are caused by the negligence of or willful
misconduct of Talent Recruiter or any of Talent’s employees, agents , or by anyone directly
or indirectly employed by Talent Recruiter in the performance of the Services;
(4) any violations or alleged violations by, the Talent Recruiter or its Talent of
any federal, provincial or local laws, orders, ordinances and/or regulations applicable;
(5) any payments or withholding of taxes, social security taxes, benefits (if
applicable), unemployment and any and all other payroll deductions as may be required by law
related to Talent Recruiter supply of personnel; and
(6) Talent Recruiter’s failure to fully comply with the laws related to employment
eligibility.
7.1. In no event shall LPL be liable for any indirect, incidental, consequential, special or punitive damages, or for loss of profits,revenue, opportunity or data, whether in an action in contract, TORT, Statue, Equity Or Otherwise, Even if Informed of their possibility.
8.1. Neither Party shall make claim against the other Party or be deemed to be in
breach of Agreement where such failure or omission is caused by Force Majeure.
8.2. Force Majeure shall include, but not be limited to Acts of God, war (declared or
undeclared), insurrection, acts of terrorists, acts of governments or government bodies
(including legislative bodies, courts and executive officers of agencies), riot, epidemic or
any other similar matters beyond the control of or which could not have been reasonably
foreseen and/or avoided by the Party affected
9.1. Amicable Settlement: In case of any dispute, controversy, difference or claim
arising out of or in connection with this contract, including any question regarding its
existence, validity, interpretation, performance, breach or termination, the parties shall
meet for the purpose of endeavoring to resolve the dispute. The parties shall meet as often
as they reasonably deem necessary and shall negotiate in good faith, with the effort to
resolve the dispute without necessity of formal proceedings relating thereto, for a period
of at least thirty (30) days.
9.2. Dispute Settlement: If, after the expiry of thirty (30) days, from the
commencement of such informal negotiations between the parties, the dispute still persists,
the matter shall be referred to and finally resolved by arbitration in accordance with the
provisions of Arbitration Act, 1940. The number of arbitrators shall be one. The seat, or
legal place, of arbitration shall be Islamabad, Pakistan. The language to be used in the
arbitral proceedings shall be English. The governing law of the Agreement shall be the laws
for the time being enforced in Pakistan, as applied to Agreements made and performed
entirely within Pakistan.
9.3. The award shall be final and both the parties shall be bound by any
award/decision rendered therein by the Arbitrator. Any decision or award as a result of any
such arbitration proceeding shall be in writing and shall provide an explanation for all
decisions.
10.1. All right of interpretation of this agreement are held exclusively by the LT
and the interpretation by LT shall be held as a final decision.
10.2. LT shall have the right to alter any clause of this Agreement (including income
percentage and reward policy) in accordance with business requirements.
