Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
PERSONNEL AND EQUIPMENT AGREEMENT
This Personnel and Equipment Agreement (“Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (“Effective Date”) by and between:
1. {{provider_company_name}}, a company duly incorporated under the laws of {{provider_jurisdiction}}, with its principal place of business at {{provider_address}} (hereinafter referred to as “the Provider”); and
2. {{client_company_name}}, a company duly incorporated under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_address}} (hereinafter referred to as “the Client”).
The Provider and the Client are hereinafter collectively referred to as “the Parties” and individually as “Party.”
RECITALS
WHEREAS, the Client requires the provision of skilled personnel and specialized equipment for the execution of certain projects, as more specifically defined in Schedule A attached hereto (the “Project(s)”);
WHEREAS, the Provider possesses the necessary expertise, personnel, and equipment to fulfill the Client’s requirements;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. SCOPE OF SERVICES AND EQUIPMENT
1.1. The Provider shall supply to the Client the personnel (“Personnel”) and equipment (“Equipment”) as specifically detailed in Schedule A (Scope of Work, Personnel, and Equipment Schedule) attached hereto and forming an integral part of this Agreement.
1.2. The Personnel provided by the Provider shall remain employees of the Provider and shall not be deemed employees of the Client for any purpose whatsoever.
1.3. The Provider shall ensure that all Personnel are adequately qualified, trained, and possess the necessary certifications, licenses, and experience to perform the assigned tasks safely and competently.
1.4. The Provider shall ensure that all Equipment supplied is in good working order, properly maintained, and compliant with all relevant safety standards and regulations in {{jurisdiction}}.
2. TERM AND TERMINATION
2.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{agreement_duration}} unless terminated earlier in accordance with the provisions of this Clause 2.
2.2. Either Party may terminate this Agreement by providing {{notice_period}} (e.g., thirty (30)) days’ written notice to the other Party.
2.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of any term of this Agreement and fails to remedy such breach within {{cure_period}} (e.g., fourteen (14)) days of receipt of written notice requiring it to do so.
3. COMPENSATION AND PAYMENT TERMS
3.1. In consideration for the provision of Personnel and Equipment, the Client shall pay the Provider fees as set out in Schedule B (Payment Schedule) attached hereto.
3.2. All payments shall be made in {{currency}} within {{payment_days}} days of the date of the Provider’s invoice.
3.3. In the event of late payment, the Client shall pay interest at the rate of {{interest_rate}}% per annum on the overdue amount, calculated from the due date until the date of actual payment.
4. INDEMNIFICATION
4.1. The Provider shall indemnify and hold harmless the Client, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) Any breach of this Agreement by the Provider or its Personnel;
b) Any negligent act or omission or willful misconduct of the Provider or its Personnel;
c) Any injury (including death) to persons or damage to property caused by the Personnel or Equipment supplied by the Provider.
4.2. The Client shall indemnify and hold harmless the Provider, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) Any breach of this Agreement by the Client;
b) Any negligent act or omission or willful misconduct of the Client or its representatives;
c) Any misuse of the Equipment by the Client or its representatives.
5. CONFIDENTIALITY
5.1. Both Parties agree to keep confidential all non-public information, materials, and data (“Confidential Information”) received from the other Party in connection with this Agreement.
5.2. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law.
5.3. This confidentiality obligation shall survive the termination of this Agreement for a period of {{confidentiality_term}} (e.g., five (5)) years.
6. FORCE MAJEURE
6.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, or strikes.
6.2. The Party experiencing the force majeure event shall promptly notify the other Party in writing and shall use reasonable efforts to mitigate the effect of such event.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through amicable negotiation between the Parties.
7.3. If the Parties are unable to resolve the dispute amicably within {{negotiation_days}} (e.g., thirty (30)) days, either Party may refer the dispute to mediation in {{mediation_location}}.
7.4. If mediation is unsuccessful, the dispute shall be finally settled by arbitration in accordance with the rules of the {{arbitration_body}} in {{arbitration_location}}.
8. ENTIRE AGREEMENT
This Agreement, together with its Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
9. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first above written.
FOR THE PROVIDER:
_____________________________
Name: {{provider_signatory_name}}
Title: {{provider_signatory_title}}
FOR THE CLIENT:
_____________________________
Name: {{client_signatory_name}}
Title: {{client_signatory_title}}
SCHEDULE A: Scope of Work, Personnel, and Equipment Schedule
SCHEDULE B: Payment Schedule
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