Master C2C Staffing Agreement
The institutional framework for Corp-to-Corp (C2C) bench consultant deployments, agency ownership, Right to Represent (RTR), and non-circumvention protection.
Right to Represent (RTR)
Clear submission timestamping giving authorized agencies exclusive representation rights for nominated bench consultants.
12-Month Non-Circumvention
Clients cannot hire nominated bench specialists directly or through secondary vendors for 12 months without agency compensation.
Watermarked Protection
IT Connect dynamically watermarks and masks candidate coordinates, shielding agency assets from recruiter backchanneling.
Structured Billing & Tax
Transparent hourly/monthly billing frameworks compliant with Indian GST, TDS, and international B2B contracting rules.
1. Purpose & Scope of the Master C2C Agreement
This Master Corp-to-Corp (C2C) Staffing Agreement (“Agreement”) establishes the standard operating framework governing business-to-business talent deployment between Direct Employers (“Client”), Staffing Agencies / Talent Vendors (“Vendor” or “Agency”), and the IT Connect Platform as facilitating recruitment infrastructure.
All parties agree that bench consultants deployed through this workflow are independent contractors or bona fide employees of the supplying Vendor, and under no circumstances create a direct common-law employer-employee relationship with the Client.
2. Right to Represent (RTR) & Submission Priority
To prevent candidate ownership disputes across multi-vendor staffing environments, IT Connect enforces an immutable digital submission protocol:
Immutable Submission Timestamp
The first verified agency to submit a qualified consultant with a confirmed bill rate to an active C2C opening holds exclusive Right to Represent for that candidate regarding that specific requisition for a period of ninety (90) calendar days.
Vendors warrant that they possess explicit authorization (verbal or written RTR) from their bench personnel before submitting profiles to Client requisitions. Duplicate or unauthorized submissions are rejected automatically by platform validation.
3. Non-Circumvention & Anti-Poaching Guarantee
Mandatory 12-Month Non-Circumvention Clause
Clients covenant that for a period of twelve (12) months following the introduction or conclusion of a consultant’s engagement, the Client shall not directly or indirectly hire, solicit, or engage the consultant via another staffing agency or direct contract without paying the supplying Agency the agreed commercial placement buyout fee.
If a Client breaches this non-circumvention obligation, the Client shall be liable to pay the supplying Vendor liquidated damages equal to thirty percent (30%) of the consultant’s annualized billing or INR 5,00,000 (whichever is greater), in addition to platform recovery fees.
4. Rate Structures, Timesheets & Payment Terms
Commercial arrangements are codified in specific Statement of Work (SOW) work orders generated for each accepted candidate:
- Bill Rates: All bill rates (Hourly or Monthly) specified in the SOW are inclusive of vendor margins and exclusive of statutory GST.
- Timesheet Verification: Consultant hours or milestone deliveries must be verified by the Client’s authorized project lead on a weekly or bi-monthly schedule.
- Standard Payment Terms: Invoices are payable on Net 30 terms unless an accelerated settlement term (Net 15) is explicitly agreed upon in writing.
- TDS / Statutory Withholding: Clients and Vendors agree to deduct applicable Tax Deducted at Source (TDS) under the Indian Income Tax Act 1961 (Section 194J/194C) and provide TDS certificates accordingly.
5. Confidentiality, NDA & Intellectual Property
Bench consultants assigned to Client software development or engineering projects will have access to proprietary source code, system credentials, and business logic:
Work for Hire: All intellectual property, software code, architecture blueprints, and documentation authored or developed by the consultant during the assignment shall automatically become the sole property of the Client upon invoice payment (“Work for Hire”).
Non-Disclosure Obligations: Both Agency and consultant agree to maintain strict confidentiality regarding Client intellectual assets indefinitely. The consultant shall execute standard Client confidentiality and acceptable use covenants prior to onboarding.
6. Replacement Guarantee & Termination of SOW
To ensure reliable project delivery, supplying Agencies provide the following service level guarantees:
If a deployed consultant demonstrates substandard performance within the first 14 business days, the Agency shall provide a replacement at no extra recruitment cost.
Either party may terminate an individual SOW for operational convenience by providing fifteen (15) business days written notice.
7. Background Screening & Compliance
Supplying Agencies warrant that all bench personnel submitted have undergone identity verification (PAN/Aadhaar in India or equivalent passport verification), previous employment history screening, and possess legal working authorization in the designated project jurisdiction.
Specialized background checks (e.g. criminal history, education verification, drug screening) requested by enterprise Clients shall be coordinated through authorized screening partners.
8. Governing Law & Arbitration
This C2C Agreement shall be governed and construed in accordance with the substantive laws of India. Any controversy or claim arising out of or relating to this Agreement, including breach or termination, shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act 1996.
The seat and venue of arbitration shall be Thane / Mumbai, Maharashtra, India. The arbitration proceedings shall be conducted in English by a sole arbitrator mutually appointed by the disputing parties.