Master Service Agreement

This Master Service Agreement (this “Agreement”) is made and entered into by and between (“Client”) and Engaged Staffer Limited a Hong Kong corporation with offices in the Philippines. (“Service Provider”). 

 

WHEREAS, the Client wishes to procure staffing services;

WHEREAS, Engaged Staffer desires to provide such services to Client on the terms set forth below;

WHEREAS, this Agreement sets forth the terms and conditions under which Engaged Staffer and/or its Affiliates may provide services to Client and/or its Affiliates.

NOW THEREFORE, for good and valuable consideration, Engaged Staffer and Client (each individually a “Party” and collectively the “Parties” agree as follows: 

1. Definitions & Interpretations

In this Agreement, the following words and expressions shall, unless the context otherwise requires, have the following meanings:

  1. “Affiliate” means any entity that controls is controlled by or is ultimately under common control with a Party.
  2. “Amendment” means a written document signed by authorized representatives of the Parties, which authorizes a change in the provisions of this Agreement.
  3. “Candidate Placement Form” or “CPF” means a document agreed to by both Parties in writing substantially in the form attached hereto as Exhibit A.
  4. “Statement of Work” or “SOW”  means a statement of work agreed to by both Parties in writing substantially in the form attached hereto as Exhibit B.
  5. “Change Notice” means a written document signed by authorized representatives of the Parties, which authorizes a change in price, scope, or schedule in any Statement of Work.
  6. “Services” means any services that Engaged Staffer is required to perform under this Agreement or any Statement of Work.
2. Order of Precedence

If there is any conflict between this Agreement, any Statement of Work, and any other document referenced in this Agreement, the document shall be read in this order of priority:

  1. the Statement of Work at issue, including any attachments therein;
  2. this Agreement;
  3. attachments to this Agreement;
  4. any other documents referenced in this Agreement or its attachments

If any Amendment or Change Notice(s) is issued, then the Amendment or Change Notice shall have priority over the document it expressly amends. Any Amendment or Change Notice(s) shall be read in reverse chronological order from the latest to the earliest. Unless stated otherwise, any amended document shall have the same order of priority stated in this Clause.

3. Scope of Services

3.1 Recruitment Services. 

  1. On receipt of the signed CPF form, Engaged Staffer will commence the recruitment process.
  2. On receipt of the Client’s written notification of its preferred candidate for the Team Member position, the Parties must sign an SOW.
  3. The Client acknowledges that from the employment date of the preferred candidate, the recruitment process is complete, and the Engaged Staffer will have discharged its obligations in relation to recruitment under the CPF in full.

3.2 Engagement Services

  1. Engaged Staffer will employ the preferred candidate to become the Client’s Team Member;
  2. Engaged Staffer will provide human resources, payroll, and IT Support, including the provision of standard computer equipment to the Team Member. Any request for additional equipment to be purchased for the Team Member will be paid for by Engaged Staffer and billed to the Client.
4. Fees

4.1 Price. Client agrees to pay the agreed fees before the provision of the Services by Engaged Staffer as detailed in the applicable SOW. 

4.2 Security Deposit. The Client agrees to pay a security deposit equivalent to 50% of the total monthly cost of the staff. The security deposit shall be refundable within 30 days from this SOW’s termination date. Should the Client fail to pay any Fees when they fall due, the security deposit will be subject to forfeiture according to Clause 4.5 (a)(i) on Late Payment.

4.3 Invoicing and Billing. For the provision of Services under the SOW, Engaged Staffer shall invoice the Client monthly in advance on the 25th day of each calendar month. Unless otherwise agreed upon in the SOW, all invoices are payable in advance within 7 business days from the invoice date and must be made free and clear of any deductions, fees, or bank charges. Withholding tax, whenever applicable, shall be absorbed by the Client.  

4.4 Fee Increase. Client acknowledges and agrees that starting in the second term of the Agreement and at the commencement of every year thereafter, all the fees indicated in clause 4.1 shall be subject to the annual inflation adjustment based on the US Consumer Price Index (CPI). Notwithstanding anything under this Agreement, the Parties agree that any increase in fees according to a government-mandated rule or regulation shall be mandatory. Engaged Staffer shall provide a written notice to the Client reasonably of its implementation.

If a Team Member requests a pay increase, Engaged Staffer will document the request, and the Client will make the final decision concerning any such request.

4.5 Late Payment

(a) If the Client fails to pay any monthly invoice by the due date:

  • (i) Engaged Staffer may apply the security deposit from the Client’s account to pay the overdue sum. In that case, any payment received from the Client on account of the overdue sum will be applied to restore the amount of the security deposit;
  • (ii) Engaged Staffer may suspend the provision of Services by each relevant Team Member until payment is received;
  • (iii) Engaged Staffer will not be liable for any losses or damage of any nature consequential losses suffered by the Client due to that suspension.

(b) the Client hereby undertakes to pay an additional amount equivalent to 5% of the amount due if the delay in payment extends to 7 days, which shall be continuously added for every additional 7 days until the entire amount has been paid.

(c) If payment is over two months overdue, Engaged Staffer may terminate the employment of the Team Member without notice of termination to the Client. In the event of such a termination, the Engaged Staffermay (but is not obliged to) reinstate the Team Member (if available) only after the receipt of all outstanding payments due, plus a reinstatement charge equal to one month’s Management Service Fees as defined in the relevant SOW, together with any other costs incurred by Engaged Staffer in connection with the reinstatement.

(d) Notwithstanding any other provision of this Agreement (including dispute resolution provisions), Engaged Staffer may engage the services of a collection agency to recover any overdue fees and the interest assessed thereon, and Client will reimburse Engaged Staffer for any costs related to such collection efforts.

4.6 Exchange Rate. The actual exchange rate shall be calculated at the end of each month using the monthly average exchange rate as reported on https://www.google.com/finance/. If https://www.google.com/finance/ is no longer available, the Parties shall mutually agree to an alternative exchange rate source. Engaged Staffer shall absorb any fluctuations in the monthly average exchange rate equivalent to up to 5% of the baseline rate. If the monthly average exchange rate fluctuates to less than or more than 5% of the baseline rate, Engaged Staffer shall notify the Client before applying such exchange rate to subsequent invoices.

5. Staffing; Work Hours; Overtime

5.1 Staffing. Engaged Staffer shall perform the Services using staff members in accordance with the job titles and billable rates set forth in the applicable CPF or SOW. Except as expressly set forth in this Agreement, Engaged Staffer shall retain the sole and exclusive control over its employees and independent contractors for purposes of performing the Services, including but not limited to the recruitment, hiring, performance management, and termination of personnel.

5.2 Workdays & Rest Days. A “Workday” for any given staff member means each 9-hour block (8 hours billable, a 1-hour break) that such Team Member is scheduled to work. A “Rest Day” means any day that is not a Workday for a given Team Member.

5.3 Overtime Hours. The Client may request in writing that a Team Member works overtime (meaning any hours beyond 9 hours in any given Workday). Any such overtime will be charged at a premium rate of 25% of the Team Member’s hourly rate (“Premium Rate”).

5.4 Night Shift Differential. Team Members are entitled to additional compensation for work performed from 10:00 p.m. to 6:00 a.m. (Philippine Time), equivalent to 10% of the Team Member’s hourly rate.

5.6 Holidays. Engaged Staffer observes and designates official national public holidays as listed by the national government at https://www.officialgazette.gov.ph/nationwide-holidays/ of the Service Location and local public holidays, which the local city government announces from time to time. If the Team Member is required to work on a public holiday in the Service Location as defined in the applicable SOW, the Client must pay an additional payment equivalent to 100% of the Team Member’s daily rate. If Client requests or instructs a Team Member not to perform Services on a scheduled Workday due to a holiday or for any other reason, Client shall still incur fees for that Workday.

5.7 Holidays Alignment. Where possible, Engaged Staffer will attempt to swap public holidays in the Service Location with the public holidays applicable to the Client’s business operations, noting that an additional payment may be required as set out in Clause 5.

 

6. Term & Termination

6.1 Term. This Agreement will begin on the Effective Date and continue on a month-to-month basis (the “Term”) unless either Party provides written notice of termination at least 30 days prior to the desired termination date. Each Statement of Work (SOW) hereunder shall have its own term as specified therein (“SOW Term”). In the event the Agreement expires or terminates, each SOW in effect at such time shall remain in full force and effect until the end of its SOW Term and shall at all times be governed by and be subject to the terms and conditions of this Agreement as if the Agreement were still in effect.

6.2 Termination for Cause. Either Party may terminate this Agreement at any time for cause if (i) the other Party materially breaches this Agreement and fails to cure the same within 30 days of receiving written notice of such breach, or (ii) the other Party ceases its operation, dissolves, or commences any bankruptcy, receivership, or other procedure for relief from creditors.

6.3 Effect of Termination. Upon termination or expiration of this Agreement, (i) each Party shall promptly deliver to the other any property of the other in its possession or under its control, including any and all Confidential Information (defined below) of the other, pursuant to this Agreement, and (ii) all fees that have accrued prior to the effective date of termination or expiration shall become immediately due and payable. Termination or expiration of this Agreement will not affect any liabilities or obligations accruing prior to such termination or expiration.

7. Termination of a Team Member
  1. If the Client decides to disengage its Team Member for whatever reason, the Client must give a 30-day prior written notice. 
  2. If the Client wishes to replace the Team Member, Engaged Staffer will, if requested by the Client, repeat the recruitment process at no cost within the 30-day prior written notice period.
8 Intellectual Property

8.1 Defined.Confidential Information” includes, without limitation, any non-public information relating in any way to disclosing Party’s business models, policies, procedures, requirements, practices, intellectual property, trade secrets, systems, strategies, techniques, technology, sales presentation, the disclosing Party’s customer data, pricing and cost information, marketing plans, forecasts, software, systems, infrastructure, or processes whether obtained before or after the Effective Date or other information of a similar nature, not generally disclosed to the public, including but not limited to, any such information designated by the disclosing Party as confidential or which should be reasonably understood to be confidential.

8.2 Exceptions. The obligations imposed by this Section shall not apply to any Confidential Information that (i) is proven to have been lawfully received from a third party without accompanying use or disclosure restrictions; (ii) is proven to have been independently developed by a receiving Party’s employees and/or agents; (iii) becomes publicly known without breach of this Agreement by a receiving Party or its employees and/or agents; (iv) is approved for release in writing by an authorized representative of the disclosing Party; or (v) is required to be disclosed pursuant to direct order of a court of competent jurisdiction, duly authorized subpoena, or governmental authority.

8.3 Obligations. The receiving Party agrees: (i) to maintain in strict confidence all such Confidential Information; (ii) not to disclose any such Confidential Information without the prior express written consent of the disclosing Party, except to its employees and/or agents on a need-to-know basis and who are under an obligation of confidentiality at least as strict as in this Section 5; (iii) not to use such Confidential Information for any purpose other than that for which it is disclosed under this Agreement. The obligations of confidentiality in this Section 7 will survive the termination or expiration of this Agreement for a period of 3 years.

8.4 Return of Confidential Information. Upon the written request of the disclosing Party, or promptly upon termination of this Agreement, the receiving Party shall return, or certify that it has destroyed, all Confidential Information disclosed under this Agreement and any and all documents, whether paper, computer, electronic, or otherwise, containing such Confidential Information of the disclosing Party.

8.5 Remedies. Notwithstanding any other provisions of this Agreement, each Party acknowledges that monetary remedies may be inadequate to protect Confidential Information and that injunctive relief may be sought to protect such Confidential Information.

9. Intellectual Property

9.1 Deliverables. Subject to Client’s payment obligations, Client shall own all rights, title, and interest in any deliverable or outcome resulting from the performance of Services created by Engaged Staffer for Client (excluding Engaged Staffer Property, as defined below, the “Deliverables’) during the Term of the Agreement. Engaged Staffer hereby assigns all rights, title, and interest in the Deliverables to the Client. Engaged Staffer agrees, at Client’s reasonable expense, to execute any documents and take any actions reasonably requested by Client to perfect or maintain Client’s ownership of the Deliverables. In the event Client fails to pay all fees, not under good faith dispute, owed to Engaged Staffer under this Agreement, Client shall have no further rights whatsoever in or to the Deliverables, including without limitation, no rights to use, retain or exercise any other rights with respect to such Deliverables. In such event, Client will promptly return the Deliverables and all copies thereof to Engaged Staffer upon Engaged Staffer’s request.

9.2 Engaged Staffer Property. Notwithstanding Section 8.1, Engaged Staffer shall retain all rights, title, and interest in its materials, ideas, concepts, know-how, techniques, processes, technology, and other intellectual property either (i) owned by Engaged Staffer prior to the performance of the Services, (ii) subsequently acquired or developed by Engaged Staffer outside of the scope of the Services, or (iii) utilized, created, developed or conceived by Engaged Staffer in connection with the Services but not specific to Client and having general applicability (collectively, “Engaged Staffer Property”). Engaged Staffer shall be free to use Engaged Staffer Property and its general knowledge, skills, and experience on other engagements. Subject to Client’s satisfaction in full of its payment obligations hereunder, Engaged Staffer hereby grants to Client a perpetual, royalty-free, non-exclusive license to use any Engaged Staffer Property included as part of the Deliverables.

10. Absorption and Non-Solicitation

(a) Absorption. The following are the conditions should the Client wish to employ or engage the Team Member itself (directly or indirectly through another service provider) during the Term:

    • The Team Member must have been engaged by the Client for at least 12 months;
    • the Client must inform Engaged Staffer that it wants to do so by providing at least 60 days prior written notice;
    • the Team Members must voluntarily tender their resignation to Engaged Staffer in accordance with their employment agreement or other contracts with Engaged Staffer; and
    • the Client must pay Engaged Staffer an amount equivalent to 3 months’ Total Salary cost of the staff as defined in the applicable SOW.

(b) Non-Solicitation. Client shall not solicit, recruit, hire, or otherwise employ or retain as a consultant or advisor the employees of Engaged Staffer or candidates presented by Engaged Staffer to the Client who has worked or was presented in relation to the Services during the Effective Date and for 12 months following termination of this Agreement without the prior written consent of Engaged Staffer. Should the Client hire or engage a presented candidate, employee, agent, or independent contractor of Engaged Staffer, as an employee or contractor or otherwise in violation of this provision, then the Client shall immediately pay as liquidated damages to Engaged Staffer an amount equivalent to 6 months of the hired person’s then asking or current salary.

11. Indemnification

11.1 General. Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other Party, its directors, officers, employees, parents, affiliates, agents, successors and assigns (collectively, the “Indemnified Party”), against any and all liabilities, losses, damages (excluding special, incidental, or consequential damages), and expenses, including reasonable attorneys’ fees and expenses, incurred in connection with any third-party claim to the extent arising from (a) any physical damage or injury to body or tangible personal property sustained by the Indemnified Party to the extent caused by the gross negligence or wilful misconduct of the Indemnifying Party; (b) any employment-related claim by an employee, agent, or contractor of the Indemnifying Party arising from or based on their employer-employee relationship, including but not limited to claims for benefits, unpaid wages, worker’s compensation, or wrongful termination; (c) the Indemnifying Party’s gross negligence, wilful misconduct, or violation of applicable laws controlling or specific to the operation of its business.

11.2 Infringement Claims. Engaged Staffer will indemnify, defend, and hold harmless Client from and against any third party’s claim alleging that the Deliverables infringe a United States patent, trademark, or copyright of such third party. In the event any Deliverable becomes, or in Engaged Staffer’s opinion is likely to become, the subject of a claim that it infringes any third party’s intellectual property rights, Engaged Staffer shall, at its option, either (i) procure for Client the right to continue using the Deliverable, (ii) replace or modify the Deliverable so that it becomes non-infringing, or (iii) accept return of the Deliverable and give Client a refund of the fees paid by Client for the Deliverable. Engaged Staffer will have no obligation with respect to any infringement or misappropriation claim based upon (a) any use of a Deliverable not in accordance with this Agreement or for purposes not intended by Engaged Staffer; (b) any combination of a Deliverable with other products, equipment, software, or data not supplied by Engaged Staffer; (c) any modification of the Deliverable by anyone other than Engaged Staffer; or (d) any Client Materials or Engaged Staffer’s compliance with Client’s instructions or specifications in its performance of the Services and/or the provision of the Deliverables (collectively, the “IP Exclusions”). The client will indemnify, defend, and hold harmless Engaged Staffer from and against any third-party claim to the extent based on any IP Exclusion. THIS SECTION STATES ENGAGED STAFFER’S ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

11.3 Process. The foregoing obligations are conditioned on the Indemnified Party (i) notifying the Indemnifying Party promptly in writing of such action, (ii) giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and (iii) cooperating and at the Indemnifying Party’s request and expense, assisting in such defense or settlement.

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, Engaged Staffer DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

13. Limitation of Liability

EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIAL INFORMATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS OR LOST DATA OR OTHERWISE, EVEN IF THE PARTIES HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES OR LOSS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE DELIVERABLES OR ANY SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE BY CLIENT FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITY SET FORTH HEREIN FORMS AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO.

THIS SECTION 12 SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 OF THIS AGREEMENT.

14. Dispute Resolution

The Parties will use reasonable efforts to resolve any dispute between Parties arising under or relating to this Agreement expeditiously, amicably, and at the level within each Party’s organization that is most knowledgeable about the relevant issues.

15. General Provisions

15.1 Compliance. Both Parties affirm that each shall comply in all material respects with all laws, rules, and regulations applicable to each Party’s business and services in each jurisdiction where its operations may take place throughout the Term of this Agreement. Without limiting the generality of the foregoing, the Client acknowledges that local labor laws where the Team Member is employed may limit Engaged Staffer’s ability to terminate service members without meeting certain statutory notice periods or other requirements.

15.2 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, whose consent shall not be unreasonably withheld or delayed. Engaged Staffer may assign its rights and obligations under this Agreement to an Affiliate or to a successor, whether by way of merger or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns.

15.3 Governing Law. This Agreement shall be governed and construed in all respects by the internal laws of Hong Kong, without reference to principles of choice of law.

15.4 Force Majeure. The parties hereto shall not be responsible for any failure or delay in the performance of any obligations hereunder to the extent caused by acts of God or the public enemy, flood, fire, natural disaster, war, pandemic, or preclusive acts of any governmental authority.

15.5 Notices. Any notice required or permitted hereunder shall be in writing, shall reference this Agreement, and shall be either: (a) delivered by hand; (b) sent by email to the email address(es) provided below; (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by an express courier, with written confirmation of receipt. All such notices shall be delivered or sent to the address as follows (or to such other address or person as may be designated by a Party by giving written notice to the other Party pursuant to this Section).

 

To Engaged Staffer:

Engaged Staffer Limited

Legal Department

Suite C, Level 7, World Trust Tower, 50 Stanley

Street, Central, 999077 Hong Kong.

cc: legal@engagedstaffer.com 

To Client:



POC as listed on the KYC Form.

In the event a notice or other communication under this Agreement was transmitted via email in accordance with item (b) above, it will be deemed to have been received when the recipient acknowledges having received that email, either by his or her emailed or written confirmation or reply, or by an automatic “read receipt” visible by the sender. 

15.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

15.7 Relationship of Parties. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties shall at all times be and remain independent contractors. Engaged Staffer may include the Client’s name and logo in publicly facing customer lists.

15.8 Entire Agreement. This Agreement, including all exhibits or appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

15.9 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Email PDF signatures shall be valid and binding.

15.10 Authority, Consent & Approvals. Any individual signing this Agreement on behalf of an entity hereby represents and warrants in his or her capacity that he has full authority to do so on behalf of that entity. Neither Party shall unreasonably withhold or delay giving consent or approval provided for in this Agreement unless the Agreement specifically permits otherwise. 

 

EXHIBIT A
CANDIDATE PLACEMENT FORM TEMPLATE

CANDIDATE PLACEMENT FORM

 

(“Effective Date”)

CPF No. ________________

By signing this Candidate Placement Form (“CPF”), the Client engages Engaged Staffer to provide the Services. The “Agreement” consists of this CPF, the Master Services Agreement below, and any related transaction documents. These documents together form the complete terms and conditions for this engagement.

Master Services Agreement: Link

  Client Name: 

Address:  (City, State/Province, Postal/Zip Code, Country)

 

Company #: 

Company Website: 

Contact #: 

Special Notes:

Contact Person

Name

 

Title

 

Phone

 

Email

 

  Candidate Placement: 

No. 

Role 

   

Signature of the Contracting Parties

Each party has executed this CPF by its duly authorized representative and by its signature agrees to be bound by the terms of the Agreement.

SIGNED for and on behalf of SIGNED for and on behalf of

_____________________________

Name:

Title:

Date Signed:





Engaged Staffer Limited (Client)

_____________________________

Name:

Title:

Date Signed:

Exhibit B
STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK

Upon executing this Statement of Work (“SOW”), the Client engages the Engaged Staffer to provide the Services. The entire “Agreement” is comprised of this SOW, the Master Services Agreement set forth below, and any transaction document(s) entered into under these terms (collectively, the “Agreement”). The Agreement constitutes the exclusive terms and conditions concerning the subject matter of this SOW.

Master Services Agreement: Link

This SOW is effective as of the latest date on the signature block below (the “Effective Date”).

Client Contact Information

Contact Person

Invoice/Bill to contact.

Name

 

Name

 

Title

 

Title

 

Phone

 

Phone

 

Email

 

Email

 

Client and Service Provider agree as follows:

  • Scope of Work
  1. Engaged Staffer will provide the following Team Members:

Team Member

Role

Start Date

     
     
  • Fees 
  1. Monthly Fees

Team Member

Monthly Team Member Salary & Benefits + MSF Fees

Total Monthly

 Fee

     
     

Total Monthly Fee (USD)

 
  1. One-Time Fee – Refundable 50% Security Deposit

Team Member

**Security Deposit

   
   

Total One-Time Fee (USD)

 

**The security deposit shall be refundable within 30 days from this SOW’s termination date. However, should the Client fail to pay any Fees when it’s due, the security deposit will be subject to forfeiture pursuant to Clause 4.5 (a)(i) of the MSA on Late Payment.

  1.  Additional Dues

[Insert additional dues/fees, if any. Otherwise, insert  “Not Applicable”]

  1. 4. Service Location, Equipment, and Add-ons
  • Service Location. The Team Member will be working remotely unless otherwise agreed by the Parties. The Services shall be rendered using Engaged Staffer or its Affiliates, employees, and independent contractors located in the Philippines.

Equipment. Below are the specifications of the standard equipment setup: 

  • Single 22-inch monitor
  • Intel i5 CPU 10th Gen or higher
  • 16GB of RAM
  • 240 GB of SSD Storage
  • Noise-cancelling Headset
  • Standard Webcam
  • Windows 10 Operating System 
  • UPS (Uninterruptible Power Supply) 
  • 4G / 5G Backup Pocket Wifi 

Add-ons. The Client(s) may request additional equipment and software, provided it will bear all costs associated with fulfilling any such request. 

  1. Invoicing and Billing
  1. Payments must be made by electronic funds transfer to Engaged Staffer’s bank account designated in the relevant invoice. The Client is responsible for all bank fees associated with transferring funds from their banking service provider.
  1. Additional Terms and Conditions

[Insert any additional terms and conditions, if any. Otherwise, insert “Not Applicable”]

  1. Signature of the Contracting Parties

Each party has executed this SOW by its duly authorized representative and by its signature agrees to be bound by the terms of the Agreement.

SIGNED for and on behalf of SIGNED for and on behalf of

_____________________________

Name:

Title:

Date Signed:





Engaged Staffer Limited (Client)

_____________________________

Name:

Title:

Date Signed:

Scroll to Top