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1、.Service Outsourcing ContractTable of Contents Service Itemization Party A s Rights and Obligations Party B s Rights and Obligations The Manner of Service Service Fee Liabilities Notice and Delivery Contract Term Dispute Resolution Miscellaneous.1. GENERAL PROVISIONSParty A:Correspondence Address:Po
2、stal Code:Tel:Fax:Designated Contact Person:E-mail:Party B: FESCO Adecco Human Resources Service Shanghai Co., Ltd.Correspondence Address: Jiu Shi Podium Building, 28 South Zhongshan Road, ShanghaiPostal Code: 200010Tel: 021-63589999Fax: 021-63581599Designated Contact Person:E-mail:Whereas:1) Party
3、B is a duly licensed HR outsourcing service provider, possessing proven expertise in human resource management services. Party B would like to provideservices stipulated in this Contract in order to save its client HRs costs and enhance its clients management on HR affairs.2) Party A, in order to im
4、prove its company operation and management, would like to retain Party B to provide services at positions including_, and pays service fees accordingly.Therefore, subject to the Contract Law of the Peoples Republic of China, Party A and.Party B conclude this Contract, as following: Service Itemizati
5、onRefer to Annex 1 for detailed description of services to be provided by Party B. Party A shall send Party B a Letter of Confirmation on Services and Service Prices (Annex1) which should be certified by its common seal, to confirm each service item Party B should render to Party A as Party A reques
6、ts Party A s Rights and Obligations1. Party A shall specify and confirm on in writing the work requirements on services Party B renders (refer to Annex 1- Letter of Confirmation on Services and Service Prices “ Requirements on Service and Instruction”).2. Party A is entitled to request Party B to re
7、place its staff in the case that such staff is incompetent or severely violates Party A site work discipline (acknowledged andconfirmed by Party B s staffinwriting), provided that Party A shall present Party Bwith objective evidence to support such staff s being unableaccomplishto work orviolating P
8、arty A s site work discipline.3. Party A has the right to supervise the service progress, give instructions and propose improvement advices.4. Party B shall not be liable for any inability to or postponement of performance ofthe service hereunder due to Party A s recruiting Party B s staff.5. Party
9、A shall pay Party B service fees and other expensesin full as per agreed payment terms and schedules, in a timely manner.6. Party A shall coordinate with Party B to enhance daily management of Party Bstaff which provides in-house services, and ensure that the work flow, work standards,supervision me
10、chanism and risk-control mechanism performed by Party B s staff are fully acknowledged and confirmed by such staff.7. Party A shall designate a staff responsible for reviewing and confirming the performance of work of Party B and Party B taff as agreedss by the Parties.8. In absence of Party B s wri
11、tten consent, Party A may not engage Party B s staff inany work other than the service provided for herein. Otherwise, Party A shall be liablefor compensation with respect to any accidental injury to Party B s staff or damage toany third party arising therefrom.9. Party A shall provide Party B staff
12、 with working conditions including a proper office in compliance with laws and regulations on labor protection of the State and office facilities necessitated by accomplishment of work. Party B s Rights and Obligations.1. Party B shall, prior to commencement of service, select suitable staff to unde
13、rtake the work as agreed, and ensure the progress of service is reasonably scheduled.2. Party B shall provide scheduled service as required by Party A, and provide Party A with periodic report on the service in compliance with the agreed time period. Where it is necessary to modify Party A srequirem
14、ents, Party B shall obtain Party A s consent.3. Party B shall make timely work adjustment in accordance with Party A s review of and opinions on the performance of service by Party B sstaff, insofar as the performance of service is not affected. Party B shall immediately complete reassignment of sta
15、ffing to replace staff who is incompetent to accomplish work taskor violates Party A s site work discipline, work flow or work standards.4. Party B shall educate its staff on observing Party A s work flow, work standards, supervision mechanism and risk-control mechanism.5. Party B shall exercise nec
16、essary management right with respect to the service to beprovided, provided that such exercise shall not impair Party A s commercial interestsnor violate Party A s requirements on accomplishment of the service hereunder.Management right shall include, without limitation: staff selection, work assign
17、ment, work appraisal, service evaluation, inspection and acceptance.Party B may authorize Party A to exercise part of the above management right as agreed.6. Party B has the right to enter into a confidentiality agreement with its staff, underwhich Party B s staff are required to keep Party A s conf
18、idential information accesse for the purpose of performing this Contract in confidentiality.7. Party B has the right to require its staff to properly dress in accordance with Party AsCIS requirements when providing in-house service.8. Party B may propose advices and correction requirements with resp
19、ect to Party A activities impairs the physical or property interests of Party B staff in accordance with laws and regulations and the provisions hereof.9. The relationship between Party B and its staff is a labor relationship. Party B shall provide service to Party A. The staff of Party B has no leg
20、al relationship of labor with Party A. The Manner of ServiceParty B shall provide in-house service to Party A. Refer to Annex 1 for the work timeand working hours system for Party B s service staff. Service Fee1. Party A and Party B shall determine the number of staff and service fee rate in light.o
21、f work load of the service to be provided (see Annex 1).2. Party A shall pay three months service fees in full for each of Party Bs staff as a deposit to secure Party As performance of this Contract as provided. If Party A is unable to perform this Contract as provided, the deposit shall be paid to
22、Party B as apenalty, on which other penalties shall be accumulated. After this Contract terminates without renewal and Party A has fulfilled all of its obligations and paid off all fees, Party B shall return the deposit to Party A.Party A shall pay Party B in advance each three calendar months the s
23、ervice fee of the following quarter. Party B shall, through e-mail, fax or mail, send a bill of charge to Party A in the form of a payment notice, specifying the charge rate. Party A shall arrange payment prior to the 26th day of the very month upon confirmation of the payment notice, and ensure tha
24、t the service fee shall be transferred to Party B s designated account before the end of the month.3. Party A may pay fees to Party B in Renminbi or equivalent foreign currency. PartyA agrees to refund any overpayment or supplement any deficient of exchange margins after exchange settlement. The mar
25、gins thereof shall be adjusted by Party B in the payment notice of the following month.4. As for over-time work payment confirmed by the Parties for any work done by Party B sstaff beyond normal working time and any reimbursement of travelexpenses incurred by working in places other than the agreed
26、service esitby Party B s staff, Party A shall satisfy payment thereof to Party B in accordance with the criterion stipulated in Annex 1.5. In the case of any change in Party B s service costs during the performance hereof,including but not limited to higher labor cost and increasing of other costs c
27、aused by change in policies, laws and regulations, the Parties hereto shall confirm such change, and adjust service expenses in light of the rate agreed.6. Party A shall fill out the remittance registration form provided by Party B and shall be responsible for the authenticity of the information (se
28、e more details in Paragraph 1 of Article ). In the case that Party A designates a third party to make remittance,Party A, Party B and the remitting party shall enter into a Third Party Remittance Agreement, under which Party A shall be liable for any default in payment by the remitting party.7. Part
29、y B has compiled a sole reference number of notice for each charge in each charge period for each client. Party A shall separately specify in the usage column the reference number of notice and amount thereof when making remittance, so as to identify the payment content and amount in different perio
30、ds.8. Party A shall fill the items of remittance certificate completely and accurately when handling remittance, so as to ensure the amount is received in a timely manner.9. Any bank charges incurred by Party A for remittance shall be at its own cost. Party.B shall only determine whether settlement
31、conditions are satisfied in light of the amount of Renminbi actually received in the account. If the amount actually received is less than the amount receivable, Party B shall notify Party A to make up the payment.10. Party B shall issue an invoice after receiving the remittance and checking the amo
32、unt as satisfying settlement conditions. In the case that the invoice need to be mailed, relevant part of Paragraph 1 of Article X shall be filled out. If the invoice islost in the process of mail, Party B shall issue a receipt recognized by the taxtation authority in accordance with relevant admini
33、strative rules on invoice.11. Either Party shall immediately notify the other in writing of any change in remittance information (name of beneficiary， bank and account No. etc), so as to avoid possible adverse events. Liabilities1. Both Party A and Party B shall be obliged to keep confidentiality of
34、 counterp arty s information acquired during the performance hereof. Unless otherwise agreed by the Parties, confidential information shall include, but not limited to, quotation under thisContract, text of this Contract and any correspondence marked as confidential. Unless otherwise agreed by the P
35、arties, confidentiality means: without the other Party s written approval, no Party may use the information for any purposes not incorporated in this Contract, both expressed and implied. or disclose such information to any third party in any manner. Both Parties have the obligation to do their best
36、 to prevent any third party from stealing any confidential information. Where any Party causes losses to the other Party by breaching the above obligations, the breaching Party shall be liable for ceasing and desisting the infringement, redressing the ramification and compensating the aggrieved Part
37、y.2. Party A shall send a written notice to Party B thirty five (35) days in advance to early terminate or cancel any outsourcing post under this Contract, and pay Party B liquidated damages amounting to two (2) months full service fees for such outsourcing post (total amount of expenses shall be de
38、termined in light of Annex 1).3. In the case of default in payment of service fee without due cause, Party A shall pay Party B liquidated damages which is 3 of the total service fees for each day of default. In the case that Party A fails to and, within ten (10) days upon receipt of PartyB swritten
39、notice, s till fails to, perform the obligations hereunder, Party B shall be entitled to rescind this Contract unilaterally. Upon such rescission, Party A shall pay Party B all service fees for the non-performed part of this Contract as liquidated damages. Notice and Delivery1. Any and all notices a
40、nd correspondencesbetween the Parties shall be written in Chinese and either delivered by fax, E-mail, personal service (including courier) or.registered mail to the address and contact person of Party A or Party B (refer to the beginning of this Contract).2. Where the contact person of one Party or
41、 both Parties is unable to perform the obligations hereunder, the Party or Parties shall make immediate communication and change the contact person.3. Notices or correspondences shall be deemed as served:1) If by fax or E-mail, on the enter time on the transfer record or computer. If the transfer ti
42、me is after 5:00 PM, the following working day of the receiving place shall be deemed as the date of service;2) If by personal service (including express mail service), on the day of receipt;3) If by registered mail, seven (7) days from the date when the post office issues a receipt. Contract TermTh
43、isContractshallhaveatermof_year(s)(months),from_(dd/mm/yy) to _(dd/mm/yy).Upon expiration hereof, if the service (Annex 1) provided by Party B has not ended, this Contract shall be extended to the completion of the service provided by Party B. Where Party A terminates this Contract early, Section 2
44、of Article hereof shall apply. Dispute ResolutionAny disputes arising from this Contract shall be resolved by Party A and Party B through consultation. Should the consultation fail, each Party has the right to file suit to the Huangpu District People s Courtof Shanghai Municipality in the place wher
45、e this Contract is executed Miscellaneous1. Remittance information of Party A and Party B is as follows:Name of remitting Party:Invoice Title: Note: Title of invoice issued by Party B:Party As Remitting Contact Person: Tel: E-mail：Pay Day: salary for _(month) paid on the _ day of each month.Form of Payroll: E-Mail () / Confidential Payroll ()The following shall be filled when the invoice is mailed:Invoice Mail Address:Addressee:Tel:Postal Code: _Information of Party BName of Beneficiary: FESCO Adecco Human Resources Service Shanghai Co., Ltd.Bank: China M