SERVICE AGREEMENT - Service Personnel (Call-Out Basis)
FORM APL-003 (A/P revision 03/15 for Thailand)
This Agreement is made between Weatherford International (Thailand) Co., Ltd.] with its address at [399 Floor 31, Interchange Building, Sukhumvit Road, Klongtoey-Nua, Wattana, Bangkok 10110, Thailand (hereinafter referred to as, "Company") and Innosys Co., Ltd. (hereinafter referred to as, "Contractor") with its address at 184/82 Floor 17, Forum Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310, Thailand on the [ ] day of [ ], 200[ ].
Whereas Company may from time to time requires the services of Contractor. Contractor who has the experience and ability to assist Company desires to provide its services and assist Company on a call out basis.
Now, therefore, in consideration of the promises and covenants exchanged herein, the parties agree as follows:-
1. TERM: This Agreement shall be effective as of the date first written above and shall be for a term of [state duration] years expiring on [ ]. COMPANY may request Contractor to provide services from time to time by the issue of Call Out Forms in accordance with the format set out in Attachment 1 attached (hereinafter, the ”Call Out Form”). A separate Call Out Form will apply for each separate assignment of Contractor’s service personnel.
The parties may extend this agreement in writing thereafter for such period as specified. Either party may upon thirty (30) days written notice to the other terminate this Agreement or any assignment under a Call Out Form. Company may immediately terminate this Agreement or assignment under a Call Out Form at any time should Contractor be in default or breach of any provision hereunder. In the event of earlier termination, Company shall pay Contractor for all services rendered through the date of termination in accordance with clause 3 herein and such payment shall represent the total amount due to the Contractor hereunder.
2. NATURE:
Upon the issue of any Call Out Form and Contractor’s acceptance of the same, Contractor agrees to provide the following services to Company at the rates set out in clause 3:-
[description of services to be performed].
The duration of each assignment of Contractor’s services shall be as stated in the Call Out Form. Unless expressly stated otherwise in a Call Out Form, the rates, services and terms of any assignment shall be as stated in this Agreement. This Agreement shall not obligate Company to engage the services of Contractor apart from that stated in a Call Out Form. Contractor will not be paid any retainer on signing this Agreement nor during the term of this Agreement but will receive compensation as agreed hereunder for services provided pursuant to Call Out Form.
The terms of this Agreement shall apply to any services provided relating to a particular executed Call Out Form. In the event of any inconsistency between the terms of this Agreement and the Call Out Form, the provisions of the Call Out Form shall take precedence and prevail to the extent of such inconsistency. The services will be performed in accordance with the requirements of this Agreement and the level of skill and competency of similar international contractors accepted in the industry.
3. COMPENSATION: Unless expressly set out in a Call Out Form, the services to be performed by Contractor shall be chargeable at the rates as follows:-
[state compensation]
The aforementioned rate or the rate set out in Call Out Form shall be inclusive of any payment under applicable labour laws, including but not limited to severance pay, damages for unfair dismissal.
As applicable or as may be required by Company, Contractor will submit an invoice to Company prior to any payment by Company. Unless agreed to expressly by the Company and provided it is permitted by the law of any country whose laws are implicated by virtue of payments hereunder, all payments shall be made in Thailand and in the currency of Thailand and comply with Company’s policies.
4. TAXES: The Contractor shall be solely responsible and liable for all taxes and levies of any kind and nature, including but not limited to, income taxes, business tax, VAT, etc and all other statutory imposts arising from or payable in connection with this Agreement and performance of the services hereunder. The Contractor shall release and indemnify the Company accordingly in any connection therewith. Contractor’s prices and rates are inclusive of all applicable taxes. To the extent required by the laws of any country or governmental agency having or claiming jurisdiction over the geographic area where Contractor’s work is performed, Company may withhold tax from any payment due to Contractor. Contractor shall comply with any and all governmental requirements regarding reporting, filing of tax returns, maintenance of books and records, and payments of taxes. Contractor shall indemnify and hold Company harmless and against the results of Contractor’s failure to do so.
5. EXPENSES: Except as otherwise agreed to by the parties, Company shall not be obliged to reimburse any expenses incurred by the Contractor or Contractor’s service personnel in connection with the discharge of any duties hereunder and all such expenses shall be paid by Contractor.
Where required, Company will provide Uniforms and PPE (Personnel Protective Equipment) required to perform the work and to the same standard as that provided for Company’s Employees.
Contractor will bear the expense to obtain a work permit for Contractor’s service personnel in Thailand. Contractor agrees to obtain at his own expense any other permits or approvals required for the performance of its obligations under this Agreement, and in essence, to comply at its own expense, with all applicable laws, regulations and orders of the government of any territory in which the Contractor is providing the services.
6. REPORTS: In connection with the discharge of duties hereunder, Contractor shall submit to Company written reports as often as and in the form required by Company.
7. CONFIDENTIALITY: Contractor acknowledges that the Company has developed and owns valuable "Proprietary and Confidential Information" which constitutes valuable and unique property including, without limitation, concepts, ideas, plans, strategies, analyses, surveys, and proprietary information related to the past, present or anticipated business of the Company. Contractor shall not and shall procure that it service personnel shall not in any way make use of or divulge to any person or company (excluding Company and Company's employees, and any other person or company authorized in writing by Company) Company's Proprietary and Confidential Information or any other information, in any form or format, tangible or intangible, disclosed to Contractor or Contractor’s service personnel by Company or which becomes known to Contractor as a consequence of services or duties performed hereunder, including any information conceived, originated, discovered or developed by Contractor which is not generally known in the oil, gas and energy industries about Company's products, processes and services. Upon request of Company, Contractor shall return to Company any documentation or any other information reduced to tangible form furnished to Contractor by Company or produced by Contractor at any time hereunder. Further, Contractor agrees to abide by any obligations of confidentiality imposed upon Company by any customer for whom Company is working. This Clause 7 shall survive the expiration or termination of this Agreement.
8. INDEPENDENT CONTRACTOR: All duties and services performed by Contractor and/or Contractor’s service personnel hereunder will be performed as an independent contractor and not as an employee of Company. Consequently, Contractor expressly acknowledges that Contractor and/or Contractor’s service personnel shall not be entitled to participate in any employee benefits programs, required by law or otherwise, including without limitation, group medical, dental and life insurance plans and retirement, pension, savings or profit-sharing schemes of any kind and character. Additionally, Contractor and/or Contractor’s service personnel shall not be covered by any insurance coverage maintained by Company for its employees as required by law or otherwise, except as otherwise provided herein. Contractor hereby frees and releases and holds Company, its parent or any affiliated companies as applicable, its and their officers, agents, servants, and employees harmless from any and all claims, demands, liabilities, expenses or causes of action by or on behalf of Contractor and/or Contractor’s service personnel for property damage or loss and personal injury or death in any way arising out of or in any way connected with this Agreement. This Clause 8 shall survive the termination or expiration of this Agreement.
9. ASSIGNMENT: This Agreement shall not be assigned or novated by the Contractor. Contractor shall not be entitled to change the Contractor’s service personnel who are expressly named in this Agreement or assigned to perform the services hereunder save with the Company’s consent in writing or in the event of resignation or disability of the relevant service personnel.
10. APPLICABLE LAW: This Agreement shall be enforced and interpreted under the laws of Thailand and both parties agree to submit to the non-exclusive jurisdiction of the courts of Thailand.