TÊN KHÁCH HÀNG

Permanent Recruitment
Services Agreement
Date: ... FEB 2024
No.: SA_PERM.2024/001_ Tên KH

Page 1 of 6
Permanent Recruitment – Terms & Conditions (27072021)
© ADECCO VIETNAM JOINT STOCK COMPANY (ENTERPRISE NO. 0311285460)
14022023
 THE PARTIES
Adecco Vietnam Joint Stock Company (“Adecco”) (“Client”)
Registration Number 0311285460 Registration
Number
Registered Address 14th Floor, E.town Central Registered
Building, No. 11 Doan Van Bo Address
Street, Ward 13, District 4, Ho
Chi Minh City, Vietnam
Contact Person Nguyen Thi Van Anh Contact Person
Designation Manager of Financial Services & Designation
ICT
Phone +84 83 246 6688 Phone
Email Vananh.nguyen@adecco.com Email

WHEREAS
1. Adecco is an employment agency registered by law. Adecco is specialized, among others, in providing permanent
recruitment services (“Services”).
2. The Client is willing to engage Adecco for the provision of Services.
3. The General Terms and Conditions attached as Annex 1 (“T&Cs”) shall apply to and be an inherent part of this
Agreement. Any capitalized terms used herein shall have the same meaning as in the T&Cs. The following specific
terms of this Agreement shall be read in conjunction with the T&Cs and supersede the T&Cs in case of conflict:

Table A
Annual Package Fee(s) Guarantee Period
(in Vietnam Dongs) (of Annual Package) (in calendar days)
All salary levels …% 60

Table B
Items Details
Effective Date ..../02/2024
Payment Term 7 days from date of Invoice
Minimum Fees chargeable VND35,000,000, in the event the Fee is less than VND35,000,000
Resume Ownership Period 12 months after the Introduction of a Candidate
Late payment interest 2% per month
Specific language requirement 5% uplift in addition to Fees stated in Table A for any Candidate required
with a specific language capability, as set out in the Instruction of the
Client, except for Vietnamese & English
Exclusivity
Term One (1) year with automatic extensions
Other special clause

“Bank Account” shall mean:

Beneficiary Name: Adecco Vietnam Joint Stock Company
Bank Name: Citibank Ho Chi Minh City Branch
Bank Address: Sunwah Tower, 15F, 115 Nguyen Hue Blvd., Dist. 1, HCMC, Vietnam
Bank Account no.: 0302413002
Swift Code: CITIVNVX

AND IN WITNESS WHEREOF, the Agreement is signed into two (2) copies in English which are of equal value. Each
Party will keep one (1) copy in English.
AND IN WITNESS WHEREOF, the Parties sign this Agreement, being entitled to sign in counterparts, each of which
shall be deemed to be an original, but all and any of which shall be considered one and the same instrument.

Adecco Client

Le Nguyen Ngoc Thanh Name:

Country Director Title:
Date: Date:

Page 2 of 6
Permanent Recruitment – Terms & Conditions (27072021)
© ADECCO VIETNAM JOINT STOCK COMPANY (ENTERPRISE NO. 0311285460)
14022023
 ANNEX 1: GENERAL TERMS AND CONDITIONS
1. Definitions
The following definitions shall apply to the Agreement:
“Adecco” shall mean as defined in the Agreement.
“Agreement” shall mean the permanent recruitment services
agreement entered into by the Parties, including these T&Cs.
“Annual Package” shall mean Monthly Salary plus annual
benefits, fixed allowances, annual wage supplement (AWS),
guaranteed or any fixed bonuses and On-Target Earnings
(where applicable).
“Bank Account” shall mean as defined in the Agreement.
"Candidate" shall mean any person who is Introduced to the
Client, regardless of whether such person may have been
already known by or referred to the Client (by any Party or third
party whatsoever) before, provided that the conditions at
Clause 3 b) are met.
“Client” shall mean as defined in the Agreement.
“Confidential Information” shall mean Candidates‘ Personal
Data, business, pricing, financial and operational information,
data of a secret and proprietary nature, including the
Agreement and any ancillary documents.
"Damages" shall mean any costs, losses or damages to any of
the Parties arising from or in connection with this Agreement.
“Data Protection Laws” shall mean the personal data
protection laws in the countr(ies) where the Services are
provided and any applicable data protection laws and/or
regulations, as amended from time to time, applicable to the
Services.
“Effective Date” shall mean as defined in Table B.
"Engage or Engagement" means any form of agreement under
which the Candidate agrees to provide tasks or services to the
Client and/or its affiliate(s), or at the Client's and/or its affiliate‘s
direction, irrespective of whether such agreement relates to the
Client’s Instructions.
"Expense(s)" shall mean any applicable taxes and any other
sums that Adecco may legally be required to pay arising from
the provision of the Services (e.g. Value Added Tax (VAT),
which shall be added at the prevailing rate or as charged, and
paid by the Client.
"Fee(s)" shall mean as defined in Table A.
“Guarantee Period” shall mean the number of days specified in
Table A starting from the Candidate’s commencement date (as
specified in the Engagement).
“Invoice” shall mean the invoice issued by Adecco specifying
the Fees (and, if applicable, Additional Costs and Expenses) in
relation to the Services provided to the Client. .
"Instruction" shall mean information provided by the Client
about the Engagement, the Monthly Salary or any other
requirements concerning potential Candidates’ qualifications or
experience.
"Introduction" shall mean the referral of a Candidate (or the
provision of any information about a Candidate) by Adecco to
the Client.
“Minimum Fees” shall mean the amount as defined in the
Table B (if applicable).
“Monthly Salary" shall mean monthly base salary and fixed
allowances, which is before any deduction of any payable tax,
statutory contributions and other required payments of the
Applicant as per the applicable laws, payable to the Engaged
Candidate within the first twelve (12) months of Engagement
after probation (if any).
“On-Target Earnings” shall mean the expected amount of
variable remuneration (such as bonuses, commissions or
incentives) that the successful Candidate would be expected to
earn during the first year of employment with the Client, if such
Candidate were to reach the expected performance level.
“Payment Term” shall mean as defined in Table B.
“Party(ies)” shall mean as defined in the Agreement.
“Personal Data” shall mean any personal data as defined by
the Data Protection Laws.
“Replacement” shall mean as defined in Clause 4 f).
“Resume Ownership Period” shall mean as defined in Table
B.
“Services” shall mean as defined in the Agreement.
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“Term” shall mean the duration of this Agreement subject to
Clause 7 a).
2. Instruction
a) During the Term of the Agreement, the Client shall provide
Instructions to Adecco depending on the permanent
staffing needs that the Client may have from time to time.
b) Instructions shall be clear and complete, as well as comply
with all laws and requirements (including non-
discrimination regulations) which Adecco is required to
comply with from time to time.
c) By submitting an Instruction, the Client commits to: (i)
diligently review and assess any Introductions proposed by
Adecco, and (ii) pay the Fees if an Introduction results in
an Engagement.
d) Once Adecco receives an Instruction, Adecco shall
discuss it with the Client and accept or reject it. By
accepting an Instruction, Adecco does not commit to
finding a Candidate. Adecco’s submission of an
Introduction shall be deemed its tacit acceptance of an
Instruction.
3. Introduction
a) In case Adecco has accepted an Instruction, it shall
(through the means it deems necessary or appropriate,
except as otherwise expressly requested by the Client)
search for Candidates who could match the requirements
set forth in that Instruction.
b) Once Adecco has identified and assessed a Candidate
who could meet the requirements of an Instruction, it shall
provide an Introduction to the Client. Adecco’s Introduction
shall be deemed as a first introduction of the Candidate to
the Client, and any subsequent Engagement of the
Candidate shall incur the relevant Fees to be paid under
Clauses 4 & 5, unless the Client informs Adecco that such
Candidate was interviewed, directly or indirectly (through a
third party), for Client’s hiring purpose within twelve (12)
months prior to Adecco’s Introduction by written notice and
provide sufficient proof to Adecco within twenty-four (24)
hours of the Introduction.
c) Adecco will use due skill and care in locating and
introducing Candidates to the Client. However, Adecco
does not warrant or make any representations about the
suitability of, or the accuracy of any information
concerning, a Candidate and none is to be implied from
anything Adecco may undertake or provide.
d) An Introduction shall be deemed Confidential Information
and shall be used by the Client for the sole purpose of
considering whether the Client wishes to Engage the
relevant Candidate. The Client shall not disclose an
Introduction or any information about a Candidate to any
third party. In particular, the Client shall not approach the
Candidate's then current employer or make the Candidate
an offer of Engagement unless the Client has express
written consent of Adecco to do so. Should such
Introduction not result in an Engagement within twelve (12)
months, the Client shall destroy, return, and/or otherwise
not retain any Confidential Information contained in such
Introduction.
4. Engagement
a) The Client shall act promptly, reasonably, compliantly and
in good faith when deciding whether to Engage a
Candidate.
b) The responsibility for assessing and ensuring a
Candidate's suitability for an Engagement, including taking
up or confirming references, educational background,
medical history, obtaining any work or other permits and
assessing or confirming qualifications, shall remain with
the Client at all times.
c) Once a Candidate and the Client agree to an Engagement
and before signing such Engagement, the Client shall
immediately: (i) inform Adecco in writing; (ii) provide to
Adecco full details of the Candidate’s Monthly Salary,
Annual Package and Engagement’s commencement date;
and (iii) provide to Adecco copies of the relevant offer and
acceptance.
d) After entering into an Engagement with the Candidate, the
Client shall: (i) immediately provide to Adecco copies of
the signed Engagement and any other documents in
relation thereto; and (ii) keep Adecco punctually informed if
there is any change in terms of the Engagement which
could affect the Fees.
e) If within the Resume Ownership Period, the Client or any
of its affiliates Engages such Candidate for any role, the
Client shall still pay the Fees to Adecco in relation to such
Engaged Candidate. This Clause shall survive the
termination of the Agreement.
f) If an Engaged Candidate is terminated or terminates the
Engagement during the Guarantee Period for any reason
(which excludes any resignation or termination as a result
of changes to his/her employer’s circumstances, his/her
job description, harassment or unsafe conditions in the
workplace, or Candidate’s death), Adecco shall have the
exclusivity during two (2) months thereafter to find a
suitable replacement to replace the Engaged Candidate
for the same position (“Replacement”), without any
related Fees being accrued (for the first Replacement),
provided that:
(i) the Client has paid all Invoices issued by their
Payment Term;
(ii) the Client notifies Adecco in writing within seven (7)
calendar days of the termination of the Engaged
Candidate and the reason for it; and
(iii) the Engaged Candidate is not being re-Engaged by
the Client or any affiliate of the Client within twelve
(12) months of the termination.
If the Engaged Candidate is re-Engaged according to
Clause 4 f) (iii), the Client shall notify Adecco immediately
and, if a Replacement has already occurred, then Fees
and Expenses shall accrue and be due by the Client in
relation to such Replacement.
g) Adecco will not provide any refunds in the event the Client
does not require any Replacement, or if the salary of the
Replacement is lower than that of the original Engaged
Candidate. If the salary of the Replacement is higher than
that of the original Engaged Candidate, Adecco shall be
entitled to charge the Client for the difference in the Fees.
5. Fees and Payment
a) Fees and Expenses shall accrue and be Invoiced as soon
as a Candidate accepts an offer of Engagement and
commences the Engagement with the Client. However,
Fees shall not be due if a Candidate accepts an offer of
Engagement but fails to commence the Engagement for
reasons solely attributable to the Candidate.
b) To the extent applicable, the Fee charged for Services
provided in relation to a particular Engagement shall not
be lower than the Minimum Fee (as specified in Table B, if
any).
c) Any costs related to additional services necessary to carry
out the Instructions or as requested by the Client, including
but not limited to (i) detailed background checks as
requested by the Client; (ii) psychometric assessment
tests or services; and (iii) advertisements as requested by
the Client and any associated media cancellation costs
(“Additional Costs”), shall be borne by the Client,
regardless of whether an Engagement takes place.
d) Adecco shall calculate and invoice the Client for the Fees,
Additional Costs and any other sums due by the Client
(including Expenses). Unless a dispute is raised in writing
to Adecco within two (2) calendar days from the date of the
Invoice, the Invoiced amount shall be final and binding as
the amount due by the Client.
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e) The Client shall pay all sums on the Invoices: (i) through
bank transfer to the Bank Account in Adecco’s local
currency, (ii) without any deductions whatsoever, (iii)
based on the relevant Invoice, and (iv) no later than on the
Payment Term. The Client shall bear all bank charges and
differences due to foreign exchange rate fluctuations.
f) Once the Payment Term set out in each Invoice has been
met without Adecco having received the full payment of
the sums set out in the said Invoice, a penalty interest, as
stated in Table B, shall accrue daily over any unpaid
amount.
g) Adecco shall be entitled to revise its Fees in the event of
inflation or regulatory changes provided Adecco serves the
Client with prior written notice.
h) Adecco shall be entitled to terminate or suspend the
provisions of the Services or any services to the Client,
until the outstanding balance (including interest if
applicable) has been paid in full. Adecco shall not incur
any liability for any Damages resulting from, and the Client
will indemnify Adecco from and against any Damages it
incurs as a result of, any such termination or suspension.
A termination or suspension shall not release the Client
from its obligations under this Agreement.
6. Representations and Warranties
Each Party represents and warrants that:
a) it is a legal entity duly incorporated and existing under the
laws of its place of incorporation;
b) it has full capacity and authority to enter into and to
perform this Agreement and this Agreement is executed by
their duly authorised representatives of the Parties; and
c) it is solvent and financially sound.
7. Term and Termination
a) The Agreement shall become effective on the Effective
Date and shall remain in force for the Term as set out in
Table B. After the expiration of the Term, the Agreement
shall be deemed automatically extended under the same
terms (unless either Party intends to propose to the other
an amendment of the Agreement) for one (1) year periods.
If either Party intends (i) not to extend; or (ii) to terminate
this Agreement without cause, that Party shall provide the
other Party with at least thirty (30) calendar days’ prior
written notice to the other Party before the expiration of the
Agreement. In case any Party exercises the termination
right as set out in this Clause, and there are Services still
outstanding based on a submitted and accepted
Instruction, the Agreement shall terminate only when such
Services have been fulfilled and the Fees, Additional Costs
and Expenses (if any) paid.
b) A Party may terminate the Agreement at any time in case
of the other Party’s material breach of the Agreement, and
the latter Party failing to remedy the breach within thirty
(30) calendar days following the date it receives notice.
c) This Agreement may be terminated immediately with
written notice by either Party if the other Party (a) becomes
insolvent; (b) admits its insolvency or inability to pay its
debts as it falls due (including but not limited to the Fees,
Additional Costs and Expenses) or perform its obligations
as they mature; (c) makes an assignment for the benefit of
creditors; or (d) becomes dissolved or ceases to do
business.
8. Liability and Indemnification
a) Adecco shall not be liable, for any Damages directly or
indirectly connected to the Services or to Instructions,
Introductions, acts or omissions of a Candidate, or
Engagements; even if a Candidate acts negligently,
dishonestly, or fraudulently.
b) However, if despite Clause 8 a) above, a Court determines
that Adecco is liable towards the Client for any Damages,
the liability of Adecco towards the Client, including
awarded attorneys’ fees, shall not exceed the
corresponding Fees (excluding Expenses and Additional
Costs) received by Adecco for the Engagement of the
Candidate and/or Replacement on account of which the
liability arose, regardless of the legal theory under which
such liability is imposed.
c) In no event shall Adecco be liable in contract, tort, strict
liability, warranty, or any other law, for any special,
punitive, incidental or consequential damages, such as,
but not limited to, delay, disruption, loss of product, loss of
anticipated profits or revenue, loss of use of the equipment
or system, non-operation or increased expense of
operation of other equipment or systems, cost of capital, or
cost of purchase or replacement equipment systems or
power.
d) If the Agreement or Instruction is cancelled or terminated
because of a voluntary action or omission on the Client’s
part, the Client agrees to indemnify Adecco against
Damages incurred which result from such cancellation or
termination.
e) A Party shall not be liable for any failure of or delay in the
performance of this Agreement for the period that such
failure or delay is due to causes beyond its reasonable
control, including but not limited to acts of God, war,
strikes or labor disputes, embargoes, government orders
or any other force majeure event. In case of force majeure
event continues for a period of one (1) month or more,
either Party shall be entitled to terminate this Agreement
with immediate effect upon providing written notice to the
other Party.
9. Confidentiality
a) The Parties acknowledge that Confidential Information
have been or may be disclosed to each other. The Parties
certify that such Confidential Information will be held in
complete confidence and will not be disclosed in whole or
in part, at any time, to any other person, nor be used for
any purpose other than the performance of this Agreement
without the other Party’s prior written consent.
b) Clause 9 a) shall not apply to the extent that: (i) such
information was in the possession of the Party making the
disclosure, without obligation of confidentiality, prior to its
disclosure; (ii) such information was obtained from a third
party without obligation of confidentiality; (iii) such
information is or becomes within the public domain at any
point from the time of disclosure otherwise than through a
breach of this Agreement; (iv) such information was
independently developed without access to the other
Party's Confidential Information; or (v) Adecco shares such
information with its affiliate(s).
c) Disclosure required by any applicable law, court or any
other governmental authority having legitimacy, shall be
allowed provided that the other Party is notified in writing
beforehand.
d) The obligations under this Clause 9 shall be binding on the
Parties for a period of three (3) years from the last access
to the Confidential Information and thereafter for so long
as the Confidential Information retains commercial value or
has not been publicly disclosed.
10. Data Protection
a) The Parties shall comply with the requirements of the Data
Protection Laws.
b) The Parties confirm that they will treat any Personal Data
pertaining to the other Party, according to the Data
Protection Laws. Except for the performance of this
Agreement, neither Party shall process any Personal Data
obtained under this Agreement from the other Party for
any other purposes without the prior written consent of the
disclosing Party.
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c) Each Party shall be responsible for obtaining any
necessary consent from data subjects whose Personal
Data is required in connection with the Services and
provide any required notifications to any competent data
protection authorities.
d) The Parties shall put in place sufficient security procedures
to ensure (i) protection of Personal Data obtained under
this Agreement; and (ii) compliance with the Data
Protection Laws.
e) The Parties shall indemnify each other for Damages
incurred due to their breach of this Clause 10.
11. Miscellaneous
a) All Client entities‘ liability pursuant to this Agreement shall
be joint and several.
b) Each Party shall maintain throughout the duration of this
Agreement insurance as appropriate to meet their
respective liabilities and obligations herein in accordance
with any applicable laws or as specified in the relevant
Order.
c) A person who is not a party to this Agreement shall have
no right to enforce any of the terms of this Agreement. The
Client shall only assign, novate or subcontract to third
parties its rights and/or obligations under this Agreement
with the prior written consent of Adecco. Adecco’s
assignment to or subcontracting with its affiliates or third
parties shall only require prior notice to the Client (so long
as Adecco is still the primary party responsible towards the
Client for the provision of the Services).
d) The Agreement contains the entire agreement between
the Parties relating to the subject matter thereof and shall
supersede any and all prior offers, promises, proposals
and undertakings, whether oral, in writing, express or
implied.
e) No amendment or variation to this Agreement shall be
effective unless made in writing and signed by the
authorized representatives of the Parties.
f) Should any provision of the Agreement or part thereof be
declared void or non-enforceable, such declaration shall
not affect the rest of this Agreement which shall be fully
valid and enforceable. In this case, the Parties shall
negotiate in good faith in order to replace the provision
declared void or unenforceable with a new provision valid
and enforceable, which preserves the original intention of
the Parties.
g) A Party’s failure to exercise or delay in exercising any
right, power or privilege under this Agreement shall not
operate as a waiver; nor shall any single or partial exercise
of any right or privilege preclude any other or further
exercise thereof.
h) All references to written notices in this Agreement shall be
executed by notices being sent in writing by electronic
means to the email addresses or courier to the registered
addresses set forth at the head of the Agreement or to
such other email and/or registered addresses as either
Party may from time to time notify to the other Party.
i) Clauses 3 d), 4 e), f) & g), 5, 8, 9, 10, 11 and 12 shall
survive termination of this Agreement.
j) To the extent permitted by law, during the Term and for six
(6) months thereafter, the Client and any of its affiliates
shall not, without Adecco’s prior written consent, either
directly or indirectly, definitively or attempt to employ,
engage, solicit, divert, or entice away employees of
Adecco. Otherwise, the Client shall pay to Adecco a sum
amounting to the employee’s salary (including all benefits,
allowances, commissions and incentives, overtime, and
bonuses) (“Salary Components“)) for the last twelve (12)
months of his/her employment with Adecco, or if the
employee has worked for a shorter period, a sum
amounting to twelve (12) times of the employee’s average
Salary Components throughout the course of his/her
employment with Adecco.
12. Law and Jurisdiction
a) This Agreement shall be governed by the applicable laws
of Vietnam.
b) The Parties will attempt in good faith to resolve any
dispute or claim in relation to this Agreement through
negotiations between their representatives with authority to
settle the relevant dispute. If the dispute cannot be settled
amicably within thirty (30) calendar days, then the dispute
shall be subjected to the non-exclusive jurisdiction of the
Courts of Viẹtnam.

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Permanent Recruitment – Terms & Conditions (**TO BE UPDATED)
©Adecco Group APAC Pte. Ltd.