CONSULTANCY AGREEMENT
This agreement (hereinafter “Agreement”) has been made between undersigned as the parties to this Agreement; hereinafter referred to individually as a “Party” or jointly as the “Parties”.
WHEREAS, it is the desire of the Parties to enter into discussions regarding job/work permit requirement and employment consultancy services for Finland (hereinafter “Field”), and to evaluate the feasibility of a possible co-operation between each other relating to the Field and to possibly enter into agreement negotiations for such co-operation (hereinafter “Authorized Purpose”).
WHEREAS, it is the intention of the Parties, that any confidential information disclosed by a Party (hereinafter “Client”) during or pertinent to the aforesaid discussions, be retained in confidence by the other Party (hereinafter “Employment Consultancy Service Provider” or simply “ECSP”) and not disclosed to any third party or used for any purpose other than the “Authorized Purpose”.
NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
- The Client may provide the ECSP information which may be considered to be confidential information. “Confidential Information” shall mean original/copies of identity card, educational/technical/non-technical/vocational training certificates/ documents, passport and other related material to access the feasibility of Client as temporary/permanent worker in “Finland Labor Market” by Client to the ECSP pursuant to this Agreement in whatever form and whether marked or not. The Confidential Information shall also include all copies, reproductions, records, and extracts of the information, as well as all notes and summaries prepared by the ECSP from the Confidential Information.
- Subject to Article 3, the ECSP shall treat all the Confidential Information disclosed by the Client as strictly confidential and shall not disclose or transfer the Confidential Information to any third party without the prior written authorization of the Client. The ECSP shall not use the Confidential Information for any purpose other than for the Authorized Purpose.
- The ECSP undertakes to safeguard the Confidential Information using the same degree of care as it uses to safeguard its own confidential and proprietary information, however, using no less than reasonable care. The ECSP undertakes to restrict access to all Confidential Information to only those of its employees, agents and consultants to whom such access is necessary for carrying out the Authorized Purpose. The ECSP shall be liable for any breach of this Agreement by its employees, agents and consultants.
- The Client AGREED to
4.1. ECSP will communicate with Client via electronic means only.
4.2. Notify to ECSP immediately any change of given information pursuant to this agreement for carrying out the Authorized Purpose.
4.3. Comply with ECSP rules and policies as set out on the website and on the Policy and Procedures, along with any subsequent amendments approved by the Board of Directors
4.4. Undertake to obtain ethical clearance/character certificate and satisfy any other regulatory requirements before commencing VISA/work permit to which those requirements may apply.
4.5. ECSP may vary or cancel any decision it makes if the Confidential Information provided by the client is incorrect or incomplete/insufficient for Authorized Purpose.
4.6. ECSP is authorized to charge Thirteen Thousand Euros (€13,000.00) its consultancy services fee (non-refundable) in installments as set out on the website.
4.7. ECSP is only providing consultancy/training for Authorized Purpose in interested program/projects of relevant company/employer. This Agreement is not guarantee of Job/VISA/work permit in Finland.
4.8. ECSP shell liable to provide assistance for Authorized Purpose only.
4.9. ECSP will provide unconditional assistance/support to Client regarding VISA/work permit application submission at immigration authority of Finland.
5. Nothing herein shall be construed, by implication or otherwise, as an obligation to either Party to enter into any further agreement(s) relating to the Authorized Purpose.
6. Upon the written request of the Client, the ECSP agrees to return within Forty-Five (45) business/working days to the Client any and all originals, copies and reproductions of the Confidential Information, and refundable amount of consultancy services fee as set out on website.
7. A Party shall be liable to compensate the other Party for all damages caused by a breach of any of its obligations under this Agreement. The Parties’ liability towards each other shall be limited to the aggregate amount of Twenty thousand euros (€20,000.00). The limitation of liability shall not be applied if the damage was caused by willful act or gross negligence.
8. This Agreement shall become effective as of the date it has been signed by both Parties and terminates automatically two (2) years after the latest date of signature of this Agreement or at such time as the present Agreement is expressly superseded by a subsequent agreement between the Parties, whichever is earlier.
9. Neither this Agreement, nor any interest herein, may be assigned, in whole or in part, by either Party without the prior written consent of the other Party.
10. Amendments or modifications to this Agreement shall be effective only if made in writing and signed by the authorized representatives of both Parties.
11. This Agreement sets forth the entire agreement between the Parties relating to the subject matter hereof and, upon its execution, supersedes and cancels all prior communication, written or oral between the Parties in respect of such subject matter.
12. This Agreement is governed by the laws of Finland, without regard to its conflict of laws principles.
13. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof which cannot be solved amicably shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce by one (1) arbitrator appointed in accordance with the said rules. The place of arbitration shall be Helsinki, Finland. The procedure shall be conducted in the English language. The confidential award shall be final and binding on the Parties hereto and enforceable in any court of competent jurisdiction. Without prejudice to any other rights or remedies, each Party acknowledges that damages alone would not be an adequate remedy for any breach of this Agreement by the ECSP, and that the Client shall be entitled to seek interim injunctive relief or such other relief as may be available subject to applicable law in any court of law.
This Agreement has been executed in two (2) identical originals, one for each Party, by the duly authorized representatives of each Party.
Signature of Parties:
Receiving Party:
OTTVI Oy,
Address: Saniaistie 3 F, 00730, Helsinki, Finland
+358 4578363668
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Authorized Person Signature
CEO
Client: