1) “Accounts” shall mean all Google accounts of the Applicant registered under Applicant’s name that Applicant uses to access all Google applications, including but not limited to emails, Google Docs, Sheets, Slides, chats, Calendar, etc.
2) “Gmail Administrative Assistant functions” (hereinafter as “Gmail delegation” or “shared inboxes”) shall refer to Recruiter having the full and free right to access all Google functions, including but not limited to Gmail, on Applicant’s behalf for any reason in connection with this Agreement or any agreement executed by the parties, or in connection with job placement of Applicant or marketing of Applicant’s profile. For example, the Recruiter shall have the full and fair right to read and reply to any of the Applicant’s emails managing emails (including creating and applying labels), setting up filters, archiving emails, and deleting emails. The Applicant acknowledges and agrees that he has reviewed the Gmail Delegation policy, as per the following links provided below, and has no objection thereto:
https://gsuitetips.com/tips/gmail/delegate-access-to-your-gmail-account/
http://www.law.umich.edu/special/EmployeeIThandbook/Documents/Gmail_for_Aministrative_Assistants.pdf
https://support.google.com/a/answer/7223765?hl=en
3) “Delegate” shall serve as an administrator of Applicant’s Google accounts where the Applicant enables the Gmail delegation function. These processes include Application Programming Interface (“API”) or browser extensions that access Gmail frequently.
4) “Add another account link” shall mean delegated accounts that the Applicant grants to the Recruiter to access their Gmail account, resulting in an inbox with benefits such as: automatically sorting email with filters (rules); keeping a record of correspondence by archiving email; tracking the status of email messages using labels and showing or hiding the delegate’s name as the sender.
5) “Applicant’s breach” shall include among other things the Applicant disabling or deactivating the Gmail delegation function or otherwise interfering with Recruiter’s rights and privileges under this Agreement or any agreement or policy referenced in this Agreement.
6) “Transition Compliance” shall mean that within one (1) calendar day of service of the termination notice by Recruiter upon Applicant, as contemplated under Section 7 below, Applicant shall transfer all Confidential Information (defined below) -- including but not limited to all electronic records evidencing the client’s hiring point(s) of contact, email addresses, any email chain consisting of any feedback on Applicant’s performance, and any of the client’s secure network links -- in possession of Applicant during the term of provision of such services. Recruiter shall be entitled to delete or disable all access of Applicant from any secured network without Applicant’s consent if such Confidential Information is not transferred within said one (1) calendar day period.
NOW, therefore, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. By executing this Agreement, Applicant hereby consents to Recruiter serving as Applicant’s exclusive agent concerning all job placement applications tendered by Recruiter on behalf of Applicant.
2. The Recruiter shall market, represent and assist in positioning the Applicant’s Resume through, among other things, use of Gmail delegation (herein referred to as "Services"). The Recruiter shall use Gmail delegation to access Applicant’s Google accounts. Further, Recruiter’s Services may include but are not limited to solicitation, screening, and analysis of job opportunities as generated through email, but no access to any of Applicant’s chat or offline emails, drives, or documents, nor shall Recruiter modify any of the Applicant’s email settings. Recruiter’s role shall be primarily to connect Applicant with Employment opportunities, which shall include but not be limited to sending, responding, and managing messages on behalf of the Applicant also including creating and applying labels, setting up filters, archiving and deleting messages. An applicant shall grant Recruiter exclusive right to use and control of the G-suite delegation access function and shall fully assist with the set-up of such Gmail delegation. The Recruiter shall endeavor to use their best efforts to obtain complete details on all available placements which in Recruiter’s sole and absolute discretion would be most suitable for Applicant’s skills.
3.
a. Applicant acknowledges that during the term of this Agreement, Applicant or its agent(s) will have access to Confidential Information (defined below) that has a unique value to Recruiter. The use of Confidential Information outside of Recruiter’s business could be injurious to Recruiter. Applicant and its agent(s) shall preserve as confidential and hold in trust for the benefit of Recruiter the Confidential Information that may be obtained by Applicant or its agent(s) from any source as a result of Applicant’s or its agent(s)’ work hereunder.
b. Neither Applicant nor its agent(s) shall, without Recruiter’s prior written consent, disclose to any persons, or use for Applicant’s or its agent(s)’ benefit during the Term and three years thereafter, any Confidential Information acquired in the course of performing the Services under this Agreement.
c. Recruiter’s Confidential Information (“Confidential Information”) shall include, but not be limited to, know-how, trade secrets, technical data, processes, designs, inventions, discoveries, business plans, business methods, pricing, and other financial information, computer software, source code, computer software designs, and systems, routines and subroutines, market studies, client identities, client preferences, and business needs, processing techniques, all details and information in connection with systems, facilities, operations, management and maintenance of the systems/facilities, and any other information that Recruiter maintains in confidence for the benefit of Recruiter or its clients, regardless of whether disclosed orally or in writing.
d. The recruiter or its nominated agencies shall retain all rights to prevent, stop and if required, take the necessary punitive action against Applicant regarding any forbidden disclosure. Applicant recognizes that Recruiter may not have an adequate remedy at law if Applicant, its employees, agents, or subcontractors breach the confidentiality provisions of this Agreement and that, in such event, Recruiter may suffer irreparable damages or injury. Therefore, Recruiter shall be entitled to equitable relief, including temporary or permanent injunctive relief against Applicant in the event of a breach of the confidentiality provisions of this Agreement. Such permanent or injunctive relief shall in no way limit other remedies that Recruiter may have against Applicant for any breach of the terms of these provisions.
e. An applicant shall be strictly prohibited from disclosing or discussing any Confidential Information as set forth above except with the Recruiter’s prior written consent. However, if Applicant decides to disclose Confidential Information in violation of this Agreement, the Applicant shall notify Recruiter at least thirty (30) days before any planned disclosure or use of Confidential Information.
f. Applicant shall notify the Recruiter immediately in writing in the event of an actual or suspected breach of data. An applicant shall indemnify and hold Recruiter harmless from and against the consequences of any failure to comply with this Section 3 or in case of any confidentiality breach. The parties agree that any breach of this confidentiality provision by the Applicant cannot be adequately redressed with only monetary damages. Therefore, in the event of a breach, the Recruiter shall be entitled to all forms of injunctive relief necessary to prevent the release of sensitive confidential or proprietary information, and mandating the return of all such information to the Recruiter. In addition, the Recruiter shall be entitled to restitution. The remedies available herein are cumulative and shall not be to the exclusion of any other remedies or relief.
4. Applicant acknowledges and agrees that Recruiter does not and cannot guarantee procurement of employment. Applicant agrees to indemnify and hold Recruiter and their agents, employees, and representatives harmless from and against any and all liability, claim, loss, damage, or expenses incurred in connection with any wilful or negligent acts or omissions hereunder. Applicant acknowledges and agrees that this Agreement shall in no way constitute an offer of employment or a contract of work. Applicant understands and agrees that all services rendered by the Recruiter are presumed to be in good faith and Recruiter hereby expressly disclaims to the maximum extent allowed by law all warranties, expressed or implied, related to recommendations, solutions, efforts, and availability or services.
5. In consideration for the Services being furnished to, for, or on behalf of Applicant hereunder, Recruiter shall be entitled to a minimum fee of 20% of the gross of all monies tendered to Applicant as a direct or indirect result of Recruiter’s efforts hereunder, or as the result of Applicant’s job placement as contemplated hereunder. In the event Recruiter has not received payment in full within three (3) calendar days of written demand therefore to Applicant by Recruiter or Recruiter’s attorney or agent, Recruiter shall have the right to suspend Applicant’s access to any or all of the Services for such period until Recruiter receives payment in full of the amount due at the time of such payment. In addition, if Services are suspended for any reason whatsoever, Recruiter shall charge, and Applicant shall pay, a reactivation fee to reinstate the Services. The re-activation fee shall be “off the top '' thus exclusive of all taxes and duties. An applicant shall be liable for all tax obligations in connection with any payment tendered to Applicant in connection with any employment opportunity procured under this Agreement (whether directly or indirectly). Recruiter shall have the right to increase or decrease any pricing term or condition in any of the agreements executed by and between Recruiter and Applicant (including the instant Agreement) to reflect market conditions of the time without the explicit or implicit consent of Applicant.
6. The laws of the state of Delaware shall apply to all questions regarding the interpretation, modification, breach, or enforcement of this Agreement. Any litigation hereunder shall take place in the Federal or State courts located in New York, New York, and both parties hereby consent to the jurisdiction and venue of those courts. Both parties expressly disclaim and exclude the application of any international law as prescribed by the United Nations or any other International Statutory Bodies established through any international convention and any other applicable laws, ordinances, and codes or rules or acts of state and local governments in force whether in the United States or outside the territory of the United States other than the jurisdiction exclusive stated in this clause without regard to choice of law. The insolvency or adjudication of bankruptcy, the filing of a voluntary petition in bankruptcy, or the making of an assignment for the benefit of creditors by the Applicant constitutes a material default under this Agreement. This Agreement shall become enforceable against a party immediately upon that party’s execution. Recruiter shall not under any circumstances be liable to the Applicant for any special, indirect, incidental, consequential, exemplary, or punitive damages, whether in contract, tort, or other theories of law.
7. Either party may terminate this Agreement on the other party’s breach of this Agreement. Before any termination, said alleged breach, and what is required to cure said alleged breach, must be conveyed to the allegedly breaching party by the non-breaching party in writing to allow the allegedly breaching party the opportunity to cure. The non-breaching party shall provide the allegedly breaching party a minimum of seven (7) calendar days to cure its breach and supply evidence of such cure to the non-breaching party (the “Notice to Cure”). If the allegedly breaching party has failed to cure the alleged breach, the non-breaching party shall serve a notice of termination upon the allegedly breaching party formally terminating this Agreement, and the relationship between the parties, five (5) calendar days after the service of such termination notice (the “Notice of Termination”). Notwithstanding the foregoing, the Recruiter shall have the right to terminate this Agreement for any cause or no cause at all upon the furnishing of a Notice of Termination to Applicant without being required to serve the Notice to Cure. After service of a Notice of Termination, Recruiter may immediately cease to render any services otherwise required under this Agreement. In the case of service of a Notice of Termination by Recruiter upon Applicant, Applicant shall be entitled to all rights due and owing to him/her hereunder through the termination date outlined in the Notice of Termination.
8. In the event of termination, Applicant shall, among other things, cooperate with the Recruiter to ensure all Transition Compliance (as defined in paragraph six of the WHEREFORE Clauses) is met. Any breach of the obligations by the Applicant including but not limited to the breach of confidentiality shall survive such termination. Any misstatement or misrepresentation or mistake of fact relating to this Agreement shall not in any way be construed as a reasonable ground to repudiate this Agreement by either party. Except as otherwise provided in Section 5 above, this Agreement may be amended or modified only by a written instrument signed by the party against whom enforcement is sought. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Recruiter and the Applicant on the same subject matter. In the event of any conflict between the provisions of this Agreement and any prior agreements, the provisions of this Agreement shall prevail.
9. Applicant shall not transfer or assign this Agreement without the written consent of Recruiter and any attempted assignment without such consent shall, at Recruiter’s sole and absolute discretion, immediately terminate this Agreement.
10. If any provision of this Agreement is held to be illegal, invalid, or unenforceable: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore: (i) instead of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and as may be legal, valid, and enforceable; and (ii) such illegality, invalidity or unenforceability shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement nor the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.
11. All correspondence between the parties shall be sent to the addresses first recited above. Any notice or correspondence provided for in this Agreement shall be duly given if delivered by: (a) hand; or (b) registered or certified mail, return receipt requested, postage prepaid, or (c) overnight mail no signature required, or (d) email to the Party for which it is intended. The Parties may change their respective addresses hereunder upon reasonable advance notice to the other. Any notice, consent, endorsement, election, certification, report, request, demand, tender, authorization, or approval given by: (i) hand delivery, at the time of delivery, (ii) email transmission, at the time transmission has been confirmed, (iii) overnight mail, one day after the deposit of the mailing with a reputable carrier such as Federal Express, UPS, DHL, and the like, (iv) registered or certified mail, five days after the deposit of the mailing with a reputable carrier such as the United States Post Office
