Outsourcing Cleaning Agreement [S1002 Members only]

This is a great template for outsourcing of workers’ agreements between the agent/permit holder and the employer. Sign up to be a member today! 

 

CLEANING SERVICES AGREEMENT

 

 

 

THIS AGREEMENT is entered into as of the date as stated in Section 1 of the First Schedule hereto, between the party whose name, description and address as stated in Section 2 of the First Schedule hereto (hereinafter referred to as “the Company”) of the one part and the party whose name, description and address as stated in Section 3 of the First Schedule hereto (hereinafter referred to as “the Contractor”) of the other part.

 

 

WHEREAS the Company wishes to engage the Contractor wishes to carry out cleaning maintenance services (hereinafter collectively referred to as “the Services”) at the site / location as stated in Section 4 of the First Schedule hereto (hereinafter referred to as “the Site”) subject to the terms and conditions hereinafter appearing.

 

 

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

 

 

1. Application and Scope. The agreement set forth herein and any written exhibits, supplements or amendments hereto from time to time (hereinafter collectively referred to as “this Agreement”) shall apply to all the Company’s engagements from time to time, of the Services provided by the Contractor to the Company.

 

2. Duties, Term and Compensation. The Contractor hereby agree and undertake to perform its duties and obligations independently to diligently complete the Services at the Site as assigned or instructed by the Company from time to time during the contract term or period as stated in Section 5 of the First Schedule hereto (hereinafter referred to as “the Term”) at the charges of the amount as stated in Section 6 of the First Schedule hereto (hereinafter referred to as “the Payment”) and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor, which may be amended by agreement in writing from time to time, or supplemented with subsequent estimates/exhibits for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.

 

3. Duration of Agreement. This Agreement shall be valid and effective for the period as stated in Section 7 of the First Schedule hereto (both dates inclusive) (hereinafter referred to as “the Contract Period”) unless terminated in the manner as provided under this Agreement.

 

4. Compliance with Law. In performing the Services under this Agreement, the Contractor shall comply strictly with all applicable statute, laws, by-laws, rules and regulations of the relevant authorities and shall ensure that the Services as carried out shall comply therewith at all material time during the Contract Period.

 

5. Local or Foreign Workers. In the event that foreign workers are employed by the Contractor to perform the Services or the Company’s obligations under this Agreement, it shall be the sole responsibility of the Contractor to ensure that the necessary immigration requirements are complied with at its own cost and expense at all material during the Contract Period. Upon execution of this Agreement, the Contractor hereby authorize its worker(s) whose name and details are as stated in Appendix A hereto to carry out the Services at the Site. The Contractor shall notify the Company of any change or addition of worker(s) at the Site for purposes of security and record of the Company, failing which, the Company may at its absolute discretion refuse entry to the Site.

 

6. Confidentiality. The Contractor acknowledges that during the engagement, the Contractor will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, account and procedures. The Contractor agrees that the Contractor shall not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into its possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information and other items in its possession under its control. The Contractor further agrees that it shall not disclose its retention as an independent contractor or terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of its relationship to the Company and of the services hereunder. The Contractor shall ensure that its employees, servants and/or agents shall endorse and execute a Non-Disclosure Agreement if required by the Company and in the form prescribed by the Company from time to time.

 

7. Conflicts of Interest; Non-hire Provision. The Contractor represents that it is free to enter into this Agreement and that this engagement does not violate any terms of any agreement entered between the Contractor and any third party.

 

8. Merger. The liability and/or obligations of the Contractor under this Agreement shall continue to be valid and binding notwithstanding any change by amalgamation, consolidation, and reconstruction or otherwise which may be made in the constitution of the Company.

 

9. Substitution. In the event that the Contractor or any of its staff assigned by the Contractor to carry out the Services does not perform to the satisfaction of the Company, the Company shall be entitled to suspend the Services of the Contractor or any its staff and deny entry at any time. In such an event, the Company shall not be liable to pay the Contractor for the period of suspension and the Contractor shall immediately provide a qualified and experienced substitute or replacement staff(s) to the satisfaction of the Company from the date of such suspension (inclusive), failing which the Company shall be entitled to terminate this Agreement or the engagement of the staff(s) concerned forthwith and without any prior written notice or reference to the Contractor.

 

10. Termination. Notwithstanding anything contained in this Agreement, the Company may terminate this Agreement at any time by giving prior thirty (30) working days’ written notice to the Contractor. In addition and not in derogation of the preceding provision, if the Contractor or its staff assigned to carry out the Services is convicted of any crime or offence, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of any misconduct or wrongful act in connection with performance of the Services under this Agreement, or materially breaches provisions of the Agreement, the Company may, at any time, terminate the engagement of the Contractor immediately forthwith upon the occurrence of any such event and without any prior written notice to the Contractor.

 

11. Effect of Termination. In the event that this Agreement is terminated by the Company for whatsoever reason, all engagements made pursuant to this Agreement shall also be deemed to have been terminated on the date of termination of this Agreement. Upon termination, the Company shall only be liable to pay Contractor for work done up to the date of termination calculated on pro-rata basis.

 

12. Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is and will remain an independent contractor in its relationship with the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. Unless otherwise expressly provided in this Agreement, the Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

 

13. Insurance. The Contractor will carry liability insurance (including malpractice insurance, if warranted) relative to any service that it performs for the Company.

 

14. Time. Time wherever mentioned shall be the essence of this Agreement.

 

15. In addition to and not in derogation of any other exclusion clause herein contained except in the event of willful or intentional default, the Company shall not be liable to the Contractor, its servants, agents or invitees for any damage, injury or loss which may be caused to or suffered by the Contractor or its servants, agents or invitees arising from whatsoever cause.

 

16. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors and assigns.

 

17. Choice of Law. The laws of Malaysia shall govern the validity of this Agreement, the construction of its terms and the interpretation of this rights and duties of the parties hereto. The Parties agree to submit to the exclusive jurisdiction of the Malaysia courts for the resolution of any dispute arising out of or in connection with this Agreement.

 

18. Headings. Section headings are not be considered as part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

 

19. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

 

20. Assignment. The Contractor shall not assign any of its rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior written consent of the Company.

 

21. Notices. Any notice or communication must be in writing any may be delivered personally, by prepaid registered post, email or facsimile to the other party at its address herein stated.

 

Proof of posting or dispatch of any notice or communication shall be deemed to be proof of receipt:-

 

• If personally delivered, at the time of delivery;
• If posted, on the second business day after posting;
• In the case of email transmission, upon an apparently successful transmission being noted by the sender’s internet service provider; or
• In the case of a facsimile, on the business day immediately after transmission provided that the sender has received an answer back confirmation.

 

Any party hereto may change its address for purposes of this paragraph by written notice.

 

22. Modification or Amendment. No amendment, change or modification of this Agreement shall valid unless in writing signed by the parties hereto.

 

23. Entire Understanding. This document and any exhibit attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings and representations are hereby terminated and cancelled in their entirety and are of no further force and effect. In the event of any conflict, discrepancy or variance between this Agreement and any Schedule hereto, the provisions in the Schedule shall prevail.

 

24. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

 

25. Interpretation. In this Agreement where the context so permits or requires the masculine shall include the feminine and neuter genders and the singular shall include the plural number and vice versa and words applicable to natural persons include any company or corporations. Where applicable, references to ‘the Contractor’ shall mean and include references to the Contractor, its directors, employees, servants and/or agents.

 

[THE END OF PAGE]

 

 

 

 

IN WITSNESS WHEREOF the undersigned have hereunto executed this Agreement as of the date of the acknowledgment of their signature below.

 

 

 

 

SIGNED for and on behalf of   )

the Contractor in the               )

presence of:-                            )                                   _____________________

Name   :

Position           :

[Insert company name]

 

 

 

__________________________

Name         :

NRIC No.    :

 

 

 

 

 

 

 

 

SIGNED for and on behalf of   )

The Company in the                )

presence of:-                            )                                   _____________________

Name   :

Position           :

[insert company name]

 

 

 

 

__________________________

Name         :

NRIC No.    :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE FIRST SCHEDULE (which is to be taken read and construed as essential part of this Agreement)
Section No.	Item	Particulars
1.	Date of this Agreement	15 May 2019
2.	The Company	[Insert company name and address]
3.	The Contractor	[insert company name and address]
4.	The Site	[insert location]
5.	The Term	ONE (1) YEAR ONLY
6.	The Payment	Ringgit Malaysia One Thousand Five Hundred Only (RM1,500.00) a month
7.	The Contract Period	15 May 2019 until 14 April 2020

 

 

Appendix A

 

Authorised Worker(s) of the Contractor

 

No.	Name	NRIC/Passport No	Nationality
1.	[insert name]	[insert passport number]	[insert nationality]