1.

Appointment; Non-Exclusivity. 

(a)

Cruise Line hereby appoints Hiring Partner as a non-exclusive manning agent for designated vessels operated by Cruise Line and/or its affiliates (collectively, “Cruise Line Vessels” and individually “Cruise Line Vessel”) to recruit and place crew for employment onboard Cruise Line Vessels for any of Cruise Line’s brands, as determined by Cruise Line in its sole discretion, in accordance with the terms and conditions of this Agreement and the Recruitment and Processing Guide for Hiring Partners (the “Guide”) which may be updated from time to time at Cruise Line’s sole discretion (and which Hiring Partner acknowledges written receipt of same).  Hiring Partner hereby accepts such appointment.

(b)

This Agreement is a non-exclusive agreement, and both parties remain free to enter into similar agreements with third parties.

2.

Positions; Descriptions. 

(a)

Hiring Partner shall recruit persons for the positions listed in the HP Portal (as defined herein), based on the requisitions received from Cruise Line.

(b)

The HP Portal contains descriptions of the duties which are required of crew members on Cruise Line Vessels for each position to be recruited by Hiring Partner.  Cruise Line may provide additional descriptions for other positions to be recruited by Hiring Partner with respect to any position as needed.

3.

Hiring Partner Obligations. Hiring Partner shall comply with all of the requirements set forth in the Guide, a copy of which has been provided to the Hiring Partner. For the avoidance of doubt, the Hiring Partner’s obligations set forth below and in this Agreement are not exhaustive, and the Hiring Partner is required to perform its obligations set forth in full in the Guide. If there is any conflict between this Agreement and the Guide, the Guide shall govern, unless this Agreement (or any amendment thereto) specifically references the conflicting language within the Guide that is superseded by this Agreement.

(a)

HIRING PARTNER SHALL NOT CHARGE APPLICANTS OR CANDIDATES FOR RECRUITMENT AND/OR PLACEMENT SERVICES (as further described in this Section, the “Services”). Hiring Partner shall display signage according to the instructions set forth in the HP Portal and shall clearly publicize costs, if any, which the applicant will be expected to bear in the recruitment process.  Hiring Partner shall display any other materials provided to Hiring Partner by Cruise Line.  All signage and materials displayed by Hiring Partner must be clearly visible and conspicuous.

(b)

Hiring Partner shall pre-screen applicants and, upon Cruise Line’s request, either (i) refer qualified applicants to a Cruise Line recruiter or (ii) recommend qualified applicants for hire based on criteria established by Cruise Line. Hiring Partner shall enter pre-screen notes of qualified applicants into a database designated by Cruise Line and complete any other required forms.

(c)

Hiring Partner shall ensure that all candidates referred or recommended to Cruise Line for consideration:

(i)

are fully qualified to perform the duties outlined in the job description for the specific position;

(ii)

must be at least eighteen (18) years old;

(iii)

are able to effectively communicate and speak English; and

(iv)

hold a valid passport (unless otherwise specified by Cruise Line).

(d)

Hiring Partner must ensure the Personal Data Form completed by an approved candidate is complete and accurate.  Cruise Line will place approved candidates in the Talent Pool immediately and, at such time, such candidates become the exclusive candidates of Cruise Line.

(e)

Hiring Partner shall ensure that, prior to the candidate’s start date, all candidates accepted and approved by Cruise Line:

(i)

hold all licenses, degrees, and any certificates applicable to the candidate’s position, including all local documentation required by the relevant local governmental authority;

(ii)

have a verified criminal and employment history (to the extent permitted by law) in accordance with the applicable verification/reference form provided by Cruise Line;

(iii)

have completed Cruise Line’s familiarization and orientation process;

(iv)

fully understand the terms and conditions of their employment and Cruise Line policies related to their employment;

(v)

have obtained a pre-employment medical examination and possess a current medical certificate evidencing that they are physically and mentally fit to perform the essential functions of their job, in accordance with the guidelines and forms provided by Cruise Line’s Crew medical department;

(vi)

possess all required passports, visas, seaman’s book, as applicable, and all other relevant documentation required to work in the applicable job sought;

(vii)

have performed other pre-hiring preparations as directed by Cruise Line;

(viii)

meet the documentation requirements applicable to their position in accordance with this Agreement and the Guide, and Cruise Line must have in its possession (in CTRAC or other database designated by Cruise Line), all such accurate and complete documents, in accordance with the Guide; and

(ix)

have completed all required training in compliance with STCW95 as may be required.

(i)

verify that the candidate submitted the correct documents; and

(ii)

verify that the candidate accurately completed the documents.

(g)

Cruise Line has sole absolute discretion in determining whether to hire any candidate submitted by Hiring Partner and in determining the terms of employment thereof. Hiring Partner has no authority to make any representations, statements, covenants, conditions, or promises on behalf of Cruise Line to any candidate with respect to any possible employment by Cruise Line or the terms of employment thereof; nor shall any Hiring Partner give tax advice to any candidate or crew member. HIRING PARTNER IS NOT AN AGENT CAPABLE OF BINDING CRUISE LINE IN ANY MANNER.

(h)

If, upon Cruise Line’s request, Hiring Partner is requested to remits to any third parties, including government agencies for taxes or social contributions, any amount on Cruise Line’s behalf, Hiring Partner shall remit such amount in a timely basis and according to Cruise Line’s instructions.

(i)

The Hiring Partner must complete and sign this Agreement to be eligible for payment of Hiring Fees.

(j)

The Hiring Partner shall be the original referral source of the candidate, determined as follows: the candidate’s registration date on CTRAC and the date offer letter issued to the candidate by Cruise Line must be attributed to the Hiring Partner’s efforts; provided that the offer letter must have been issued by Cruise Line to the candidate within six (6) months from the candidate’s registration on CTRAC. If the offer letter is not issued by Cruise Line within six (6) months of the candidate’s registration on CTRAC, the Hiring Partner shall not be considered the original referral source. Cruise Line’s determination of the foregoing is deemed final.

(k)

Candidates must accept the offer letter within seven (7) days of receipt, and the offer letter shall be deactivated if not accepted within such period. On acceptance, the offer letter shall be valid in the system for one (1) year from acceptance date, and if the candidate is unable to join within such period, the candidate is required to go through the interview process again through Hiring Partner.

(l)

The candidate must be hired by Cruise Line as a crew member and work for thirty (30) consecutive days.  No Hiring Fees (described below) will be paid until after such thirty (30) -day period has passed.  No Hiring Fees shall be paid for any person whose employment is terminated less than thirty (30) days from commencement of employment, whether employment is terminated for cause, without cause, or for any other reason.

4.

Hiring Fee.

(a)

Hiring Fee.  This Section sets forth the terms and conditions under which Cruise Line will pay Hiring Partner the hiring fee (“Hiring Fee”) described in the fee schedule set forth in the Special Terms for referring and processing crew members hired for the positions listed the Special Terms.  

(b)

Payment of Hiring Fee.  In order to receive any Hiring Fee, the Hiring Partner shall comply with its obligations set forth in this Agreement and the Guide, as applicable, and the candidate must meet all eligibility requirements set forth in this Agreement and the Guide, as applicable, in each case at Cruise Line’s sole discretion (the “Requirements”). Once Cruise Line is satisfied that the Requirements have been met, Cruise Line shall extend an offer letter to the candidate. Hiring Partner shall invoice Cruise Line for the Hiring Fee within five (5) days of Cruise Line’s notice to Hiring Partner that the candidate has successfully completed thirty (30) consecutive days onboard at the rate set forth in the Special Terms. Cruise Line shall pay the undisputed portions of the Hiring Fee within seventy-five (75) days from the date invoiced; provided that Cruise Line shall have no obligation to pay any amounts Hiring Partner fails to invoice within one hundred twenty (120) days from Cruise Line’s notice to Hiring Partner that the candidate has successfully completed thirty (30) consecutive days onboard. The parties will use best efforts to resolve the disputed portions of the invoice, if any.

(c)

Expenses.  The Hiring Fee covers all expenses incurred by the Hiring Partner in connection with the Services provided by the Hiring Partner pursuant to this Agreement, except those expenses which are expressly identified in this Agreement as the responsibility of Cruise Line or the candidate.  Expenses covered by the Hiring Fee include, but are not limited to: general administrative and financial expenses; fees imposed by the local government applicable to the Hiring Partner; fees applicable to seafarer deployment; expenses related to obtaining any required documentation for the candidate, including government documents, insurance, and passports; licenses; background checks (to be performed only as directed by Cruise Line); pre-employment welcome & familiarization; travel planning; and assistance given to new hires to obtain visas, pre-employment physical and other pre-hiring preparations; expenses incurred for hiring events or other marketing expenses. For the avoidance of doubt, any expenses that are required to be paid directly by a ship owner under local government regulation shall not be included in the Hiring Fee and shall be paid directly by Cruise Line.

(d)

No Hiring Fee Paid for Returning Crew Members.  The Hiring Fee is a one-time fee per crew member.  Cruise Line will not pay the Hiring Fee for a returning crew member who is no longer employed by Cruise Line for a period of twelve (12) months or less, but will reimburse Hiring Partner for actual expenses incurred by the Hiring Partner for such returning crew member; provided that such expenses are adequately documented and pre-approved in writing by Cruise Line.  For clarity, this Section does not apply to any returning crew members who are no longer employed by Cruise Line for a period of more than twelve (12) months.

(e)

Supplier Registration System.  Hiring Partner consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.

5.

Optional Services – Paid by Candidate. Hiring Partner, in strict compliance with this Section, may assist a candidate in obtaining certain seafarer documents (“Optional Services”), only upon a candidate’s request. Optional Services are optional for the candidate and not mandatory.

(a)

Transparency; Ethical Practices: Hiring Partner must be transparent and use ethical practices in marketing, selling, and providing any Optional Services. Hiring Partner, its officers, employees, and agents must not make any representations to the contrary of the terms set forth in this Section.

(b)

Display Signage: Hiring Partner must conspicuously display signage in a public area of Hiring Partner’s place of business at which the Optional Services are offered.

(c)

Required Disclosures: All materials related to the Optional Services (including signage) must include:

(i)

a clear and conspicuous statement that Optional Services are optional and not mandatory;

(ii)

accurate and complete descriptions of each Optional Service offered and the applicable exclusions; and

(iii)

the applicable fees for each Optional Service (“Service Fee”), which must be reasonable.

(d)

Payment:

(i)

If the candidate elects to engage the Hiring Partner to perform any Optional Services, the candidate is solely responsible for paying the Hiring Partner the corresponding Service Fee.  Cruise Line does not have any liability for unpaid Service Fees.

(ii)

Hiring Partner must issue candidates a receipt for any Optional Services performed.  Upon request by Cruise Line, Hiring Partner will provide Cruise Line copies of receipts for Optional Services performed with respect to a candidate.  All receipts must adequately substantiate the transaction, including without limitation, identifying the service performed and itemizing all charges.

(e)

Transparency with Cruise Line: On an annual basis, Hiring Partner shall provide Cruise Line a list of the Optional Services, applicable Service Fees, and current costs charged by the issuing authority for the respective seafarer document.  Hiring Partner must promptly notify Cruise Line of any changes to such Optional Services, Service Fees, and costs.  Cruise Line reserves the right to audit Hiring Partner’s compliance with this Section.  If Hiring Partner fails to comply with this Section, Cruise Line may terminate this Agreement effective immediately.

6.

HP Portal.  Cruise Line shall grant Hiring Partner access to a web-based system (“HP Portal”) for the purpose of providing Hiring Partner instructional information and documents.  The Hiring Partner shall comply with the information contained in the HP Portal.  Cruise Line may update the HP Portal at any time without notice.  If there is a conflict between the HP Portal and this Agreement, the HP Portal shall control, unless this Agreement (or any amendment thereto) specifically references the conflicting language within the HP Portal that is superseded by this Agreement.  Hiring Partner shall not use the HP Portal for any purpose other than as necessary to perform the Services under this Agreement.  Hiring Partner shall protect its log-in credentials using at least the same degree of care it uses in protecting its own confidential information, but not less than reasonable care.  Hiring Partner shall not permit or allow any third party to use or access the HP Portal or the Hiring Partner’s log-in credentials and shall change its password if any of its employees are terminated for any reason.  Cruise Line may revoke Hiring Partner’s use or access of the HP Portal at any time in its sole discretion.

7.

Responsibility for Expenses. 

(a)

Candidates are responsible for the following expenses:

(i)

expenses related to obtaining medical certificates, passport/seafarer’s books and/or any necessary licenses (including any training to obtain such licenses, such as STCW95-required training); and

(ii)

certain travel costs, including but not limited to pre-employment, and other expenses as set forth and in accordance with Cruise Line’s Travel and Airline Policy and Procedures as in effect and available in the HP Portal (though subject to change without notice by Cruise Line).  In the event a conflict between the HP Portal and Cruise Line’s Travel and Airline Policy and Procedures, the terms of the HP Portal shall prevail.

(b)

Cruise Line is responsible for the cost of applicant visas and air travel (subject to change without notice by Cruise Line).

8.

Termination. 

(a)

Cruise Line may terminate this Agreement at any time by providing the Hiring Partner at least thirty (30) days’ prior written notice.

(b)

Cruise Line may, at its election, suspend or terminate this Agreement effective immediately by providing written notice to Hiring Partner if Hiring Partner fails to perform or observe any material term or condition of this Agreement, including without limitation:

(i)

Service level below Cruise Line standards or in non-conformity with Cruise Line’s recruiting, employment, or branding practices and procedures, or Cruise Line’s Supplier Guiding Principles located at: https://appcenter.rccl.com/xchange.nsf/index.xsp?unid=CA9D10310FD0B49685258084001CD6B3;

(ii)

Abuse of the scope of authority to act in Cruise Line’s best interest when dealing with local authorities, service providers, and applicants;

(iii)

Financial condition is such that Cruise Line believes, in its sole discretion, that Hiring Partner is no longer able to effectively perform its obligations hereunder;

(iv)

Engaging in any activity which is in non-conformance with the spirit of any clause in this Agreement as determined by Cruise Line or breach by Hiring Partner of any of its obligations of this Agreement.

(c)

Cruise Line may elect to terminate its appointment of Hiring Partner with respect to a specific country or position, such termination being effective immediately upon providing Hiring Partner written notice.

(d)

Upon termination or expiration of this Agreement: (i) this Agreement will have no further force and effect, and both parties will be relieved from all obligations and rights under this Agreement, except for those rights and obligations that have accrued on or before the effective date of termination; provided that (A) Cruise Line shall only pay Hiring Partner: (1) for hired candidates who are documentation ready and have completed the Requirements set forth in Section 4 (Hiring Fee) of this Agreement and the Guide, which, for the avoidance of doubt, include the requirement that the such crew member must have worked for thirty (30) consecutive days and (2) so long as Hiring Partner has complied with all applicable laws and regulations and (B) Hiring Partner shall not be entitled to any prorated portion of the Hiring Fee for any Services that have not been completed prior to the termination or expiration of this Agreement; (ii) Hiring Partner shall cease and desist the use of any Service Marks then being used by Hiring Partner in any advertisement or otherwise; (iii) Hiring Partner shall return all documents and proprietary information belonging to Cruise Line within thirty (30) days from the termination date; and (iv) Hiring Partner shall provide Cruise Line all contact information pertaining to the Cruise Line approved Talent Pool.

(e)

Hiring Partner shall reimburse Cruise Line for all actual and documented expenses incurred by Cruise Line due to Hiring Partner’s negligent or wrongful acts or omissions with regard to the due diligence performed by the Hiring Partner to ensure an applicant is qualified to serve as a crew member and the applicant does not have a foreseeable risk of absconding.  These expenses include, but are not limited to, customs and immigration fines, passport and visa fees, and flight, transportation, and hotel expenses.  Payment shall be made within fifteen (15) days from demand for payment.

(f)

During the term of this Agreement, and for a period of one (1) year thereafter, Hiring Partner shall not, directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, solicit, recruit, or induce, or attempt to solicit, recruit, or induce any person who is then employed by Cruise Line or who had been employed by Cruise Line within the past twelve (12) months.  This Section shall survive expiration or termination of this Agreement.

9.

Compliance. 

(a)

Hiring Partner represents, warrants, agrees and undertakes that:

(i)

it will provide Cruise Line evidence of compliance with all regulations, standards and guidelines for manning, recruitment or placement agencies found in The Maritime Labour Convention, 2006 (the “Convention”);

(ii)

it shall not charge applicants for recruitment and/or placement services; and

(iii)

it will operate in an ethical manner.

As it applies to this Section, “evidence of compliance” means (i) if the Designated Country in which Hiring Partner provides Cruise Line services under this Agreement is a member of the Convention, a certification of compliance with the Convention issued by a national governmental authority, and/or (ii) a confirmation issued by Cruise Line following an audit or inspection executed by Cruise Line to ensure conformance with the Convention.  Cruise Line may perform such audits or inspections without advance notice for Hiring Partners with or without a governmental certification, at any reasonable time or times, without limitation, during the term of this Agreement.  Failure of Hiring Partner to comply with this Section constitutes a material breach of this Agreement and Cruise Line may immediately terminate this Agreement without any further liability.

10.

Compliance with Cruise Line Practices and Procedures; Service Marks. 

(a)

In performing its obligations under this Agreement, Hiring Partner shall comply with the recruiting, employment, and branding practices and procedures set forth in the HP Portal.  Such practices and procedures may be modified by Cruise Line from time to time. Hiring Partner agrees that the requirement to conform with Cruise Line’s recruiting, employment, and branding practices and procedures is an integral part of this Agreement and if Hiring Partner fails to comply with any of the practices and procedures, then Cruise Line may immediately terminate this Agreement without any further liability.

(b)

Hiring Partner shall obtain Cruise Line’s prior written approval, as to both form and content and as to both method and frequency of dissemination and practice, for all notices, forms of advertisement, and recruiting practices.

(c)

Without limiting the provisions above, Hiring Partner acknowledges that, without the express prior written approval of Cruise Line, Hiring Partner shall not display the logo or name of Cruise Line or any brand of Cruise Line, or any combination or derivative of the two, or any mark, logo, name, or trademark of any other affiliate, subsidiary or related company to Cruise Line (the “Service Marks”); and Hiring Partner will use the Service Marks only for the purpose specifically approved in writing by Cruise Line.  Hiring Partner hereby acknowledges that Cruise Line is the owner of the exclusive right, title, and interest in and to the Service Marks and that it will not do any act or thing contesting or in any way impairing or intending to impair any part of such right, title, and interest.

11.

Hiring Partner Representations.

(a)

Hiring Partner hereby represents and warrants to Cruise Line that it possesses, will maintain current for the duration of this Agreement, and, if circumstances require, obtain (at its sole cost and expense) all licenses, permits, certifications, and approvals (collectively, “Licenses”) from government authorities and/or others required to perform the services for Cruise Line contemplated under this Agreement. Hiring Partner shall comply with all applicable laws, regulations, codes, rules, and ordinances, which govern or apply to Hiring Partner’s performance of its duties under this Agreement.

(b)

Hiring Partner agrees that if, during the Term of the Agreement, circumstances require the acquisition of any additional Licenses, Hiring Partner will acquire and maintain said Licenses at its sole cost and expense.

(c)

Hiring Partner shall not and shall ensure that anyone associated with the Hiring Partner shall not, solicit or accept gifts or payment from any applicant, candidate, or potential Cruise Line employee.

(d)

Hiring Partner hereby represents and warrants that its employees or the employees of its sub-agent are not currently employed by Cruise Line, and/or any of its affiliates, subsidiaries or related parties (including, without limitation, Royal Caribbean International, Celebrity Cruises, and Silversea).  Hiring Partner shall immediately disclose to Cruise Line the names of any employees of its agency and/or sub-agent who have any family relationships with any shipboard or shoreside employees of Cruise Line and/or any of its affiliates, subsidiaries, or related parties (including, without limitation, Royal Caribbean International, Celebrity Cruises, and Silversea).

(e)

If Hiring Partner or any individual in Hiring Partner’s organization fails to fully comply with any of the provisions of this Section or Section 30 (Miscellaneous) below, such noncompliance shall constitute a material breach of this Agreement and Cruise Line may immediately terminate this Agreement without any further liability.

12.

Terms of Employment.  All proposed terms of employment submitted by Cruise Line to Hiring Partner with respect to any position are subject to change by Cruise Line. Cruise Line will notify Hiring Partner as soon as practicable after making any such change.

13.

Independent Contractor. 

(a)

This Agreement does not in any way create a partnership or joint venture relationship between Cruise Line and Hiring Partner, and neither party has any right to bind the other. The parties hereto expressly acknowledge that Hiring Partner shall be an independent contractor, maintaining complete control over its employees. 

(b)

Any employee of Hiring Partner involved in performing services for Cruise Line hereunder shall at all times during such performance of services be and remain the employee of Hiring Partner, and Hiring Partner shall be solely responsible for the payment of such employee’s compensation, for deducting any required withholding taxes and other expenses associated with such employee’s employment and for providing all employee benefits.  Cruise Line will not provide workmen’s compensation, health insurance, life insurance, retirement or any other benefits to any employee of Hiring Partner.  Hiring Partner agrees to accept exclusive liability for the payroll taxes or contributions for unemployment insurance or old age pensions or annuities which are measured by the wages, salaries, or other remuneration paid to Hiring Partner’ employees, to reimburse Cruise Line for any of said taxes for contributions which by law Cruise Line may be required to pay, and to comply with all laws, orders, and regulations respecting the assumption by Hiring Partner of liabilities of said taxes or contributions.

14.

Confidential Information.  Hiring Partner shall:  (i) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the Hiring Partner’s performance of this Agreement; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and assume full liability for the actions and omissions of its Representatives with respect to the Confidential Information; (c) keep all Confidential Information strictly confidential by using the degree of care used in safeguarding its own confidential information, but in no event less than a reasonable degree of care; and (d) not disclose any Confidential Information received by it to any third parties.  Hiring Partner will also observe the same obligations with respect to trade secrets and other confidential information of third parties obtained by Hiring Partner as a result of Cruise Line’s business relationship with such third parties.  All Confidential Information is the sole and exclusive property of Cruise Line and Hiring Partner shall have no right, title, or interest therein or claim to any profits therefrom.   The term “Confidential Information” means any nonpublic information pertaining to Cruise Line or to third parties with whom Cruise Line has a business relationship, including without limitation, (i) information contained in the HP Portal; (ii) personal information of applicants, candidates, potential Cruise Line employees, and Cruise Line employees; (iii) training materials; (iv) processes and methods related to recruitment; (v) information of a business nature, including without limitation information relating to cost, profits, losses, sales or customers; and (vi) any other confidential information to which Hiring Partner gains access to during the period of this Agreement.  The obligations of confidentiality shall not apply to any information which (i) was previously known to Hiring Partner; (ii) is or becomes publicly available through no fault of Hiring Partner; (iii) is disclosed to Hiring Partner through a third party which has no obligation of confidentiality to Cruise Line; or (iv) is independently developed by Hiring Partner outside the scope of this Agreement. This Section shall survive expiration or termination of this Agreement.

15.

Indemnification.  Hiring Partner shall defend, indemnify, and hold harmless Cruise Line and its affiliates and its respective officers, directors, employees, shareholders, contractors, and agents from and against any and all claims, losses, liabilities, damages, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of any nature (including attorney’s fees) arising out of or in connection with: (a) Hiring Partner’s performance of this Agreement; (b) failure to comply with applicable laws (including but not limited to the Convention and local employment laws) by Hiring Partner or any of its Sub-Agents; (c) negligent or intentional acts or omissions by Hiring Partner, its employees, subcontractors, agents, or Sub-Agents; (d) Hiring Partner’s breach of any of its obligations under this Agreement; or (e) any injury to or illness of (including death) any person or loss of or damage to property directly or indirectly caused by Hiring Partner, its employees, subcontractors, agents, or Sub-Agents. Hiring Partner shall defend all suits brought upon such claims and shall bear all costs and expenses incidental thereto (including attorney’s fees); but Cruise Line shall have the right, at its option, to participate at its own expense in the defense of any such suit without relieving Hiring Partner of any obligation hereunder. This Section shall survive expiration or termination of this Agreement.

16.

Limitation of Liability.  In no event shall Cruise Line be liable under this Agreement for any consequential, incidental, indirect, exemplary, special, or punitive damages, including any damages for business interruption, loss of use, revenue or profit, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the Consultant was advised of the possibility of such damages. This Section shall survive expiration or termination of this Agreement.

17.

Subcontractors.  Upon Cruise Line’s written approval, Hiring Partner may perform its obligations under this Agreement or any portion thereof through one or more subcontractors (each a “Sub-Agent”).  Prior to engaging a Sub-Agent hereunder, Hiring Partner shall provide Cruise Line with such information as Cruise Line may reasonably request in order to consider its approval.  Hiring Partner represents and warrants that prior to the earlier of submitting Sub-Agent for Cruise Line’s consideration hereunder or Sub-Agent performing in furtherance of Hiring Partner’s obligations hereunder, it has performed due diligence sufficient to ensure that the Sub-Agent is in full compliance with the representations and warranties in Section 11 (Hiring Partner Representations), other material provisions of this Agreement, including but not limited to, insurance coverage, and is capable of performing at or above the standards set forth herein. Regardless of approval, Hiring Partner shall be solely responsible for paying any Sub-Agents and agrees to indemnify Cruise Line for any claims, demands, etc. related thereto.  Nothing in this Agreement shall create any contractual relationship between Cruise Line and any such Sub-Agent.  Hiring Partner shall nevertheless remain fully responsible for the performance of all such obligations as if personally undertaken by Hiring Partner.

18.

Right of Audit. 

(a)

Hiring Partner shall maintain all invoices, records related to transactions, and applicant and new hire electronic and hardcopy files and correspondence covered by this Agreement for at least three (3) years from the date of expiration or termination of the Agreement.  During this time, Cruise Line may audit such invoices and records, without any advance notice, at any reasonable time or times, regardless of whether this Agreement is assigned.

(b)

Without limitation to the foregoing, Cruise Line reserves the right to review, without any advance notice, at any reasonable time or times during the term of this Agreement, any operational recruiting, employment, and branding practices engaged in by the Hiring Partner to ensure conformity with Cruise Line’s required practices and procedures regardless of whether this Agreement is assigned.

19.

Key Contact.  Hiring Partner will designate in writing a key contact(s) for day to day operations and for after hours and emergency matters.  In the event the key contact(s) will not be available for a period in excess of twenty-four (24) hours, Hiring Partner will designate in writing an alternate contact.  Cruise Line must be informed of any changes in contact information for Hiring Partner within a period of twenty-four (24) hours. 

20.

Notices.  Except as otherwise expressly provided herein, all written notices or communication under this Agreement shall be delivered using one of the following methods: (i) personal delivery; (ii) registered or certified mail, in each case return receipt requested and postage prepaid; (iii) nationally recognized overnight courier, with all fees prepaid; or (iv) in the case of notice to Hiring Partner, e-mail, in each case and in any event, with a copy through e-mail.  A notice or communication will be deemed to have been received upon receipt; except that if the receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, then upon that rejection refusal or inability to deliver.

21.

Assignment.  Neither party may assign this Agreement, in whole or in part, to any third party without the prior written consent of the other party, except that Cruise Line may assign this Agreement, in whole or in part, to any of its affiliates without consent of Hiring Partner.

22.

Severability.  If any provision of this Agreement is unenforceable to any extent, the remainder of this Agreement, or application of that provision to any persons or circumstances other than those as to which it is held unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.

23.

No Prejudice; Waiver.  This Agreement, including the terms and conditions contained herein, nor any ambiguity found herein shall be construed against a party merely because such party drafted the Agreement or these terms and conditions.  Failure of Cruise Line to exercise any rights it may have under this Agreement on one or more occasions shall not waive its rights to exercise the same on another occasion. All waivers must be in writing to be effective.

24.

Waiver of Liens.  Hiring Partner confirms that its entry into this Agreement is based solely upon the credit of Cruise Line and not based upon the credit on any of the vessels owned or operated by Cruise Line. Hiring Partner expressly waives any right to any lien (maritime or otherwise), and agrees that it, its parent(s), subsidiaries, affiliates, and related companies, and the owners, officers, directors, employees, agents, and subcontractors thereof, shall neither assert, prosecute, or execute a lien on, initiate or pursue any actions in rem against, or otherwise encumber or take action that may affect title to (collectively, “encumbrance”), any vessel or other property owned or operated by Cruise Line, its subsidiaries, affiliates, or related companies any matter arising from, related to, or in connection with this Agreement, including under the Jones Act, and expressly waives any lien it might otherwise have had on any such vessel or other property. Hiring Partner agrees to defend, indemnify, and hold the Cruise Line, its respective subsidiaries, affiliates, brands, and related companies, and its and their owners, officers, directors, employees, agents, representatives, contractors, subcontractors, successors, insurers, shareholders, and permitted assigns, harmless from, and immediately (i) remove any lien or encumbrance, (ii) remedy any lien or encumbrance, or (iii) secure the release of any vessel or property from arrest, attachment, or seizure that may arise in conjunction with any such liens waived or prohibited by this Section. Hiring Partner agrees to obtain the same waiver of lien and express waiver of reliance on the credit of any vessel set forth herein from any Sub-Agent used by Hiring Partner in connection with this Agreement.

25.

Time is of the Essence.  Hiring Partner agrees that time is of the essence with respect to the dates of services that Hiring Partner is obligated to perform hereunder.

26.

Survival.  All of provisions which by their terms are intended to survive termination shall survive termination or expiration of this Agreement.

27.

Governing Law; Jurisdiction.  This Agreement is governed by and construed in accordance with the laws of the State of Florida without giving effect to its conflict of law principles.  Any controversy or claim arising out of or relating to this Agreement shall be determined by final and binding arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with the ICDR International Dispute Resolution Procedures. The arbitration shall be conducted in Miami, Florida before a single arbitrator. The language shall be English. Each party shall bear its own costs and expenses in preparing for and participating in the arbitration hearing except that each party shall pay one-half of the compensation payable to the arbitrator, one-half of any fees to the ICDR, and one-half of any other costs related to the hearing proceedings. The arbitration award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.

28.

Entire Agreement; Modifications; Counterparts.  Except for any modifications to Section 30 below by Cruise Line, the Agreement may only be modified or amended in writing signed by the parties hereto. This Agreement supersedes and replaces in its entirety all prior agreements, understandings, and contracts whether written or oral, with respect to the subject matter hereof. The parties may sign this Agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument.

29.

Conflicts of Interest. If Cruise Line discovers or is otherwise made aware of, at its sole discretion, that a conflict of interest exists between Cruise Line and Hiring Partner or a candidate (as determined by Cruise Line), Cruise Line reserves the right to (i) require that Cruise Line and Hiring Partner enter into an amendment to this Agreement in accordance Section 28 (Entire Agreement; Modifications; Counterparts) to address and remedy such conflict of interest and/or (ii) terminate this Agreement in accordance with Section 8 (Termination), effective immediately, by providing Hiring Partner written notice. Notwithstanding the aforementioned, Hiring Partner shall reasonably identify and promptly notify Cruise Line in writing of any potential conflict of interest, existing now or arising in the future, that it has knowledge of, discovers, or is otherwise made aware of, between Cruise Line and Hiring Partner or a candidate.

30.

Miscellaneous. The following Sections may be unilaterally updated from time to time by Cruise Line without notification to Hiring Partner:

(a)

Notices to Cruise Line. Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean Group, 1050 Caribbean Way, Miami, FL  33132, Attention:  VP, Talent Management; With a Copy to: General Counsel, at [email protected]

(b)

Anti-Corruption. Hiring Partner represents, warrants, and agrees that it, its subcontractors and its agents: (i) will comply with all anti-corruption laws applicable to its business operations; (ii) has not and will not offer, promise, give, or authorize the payment of anything of value (e.g. cash or cash equivalents, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly, to any Government Official with the intention of inducing him or her to engage in improper or unlawful conduct or to secure an improper business advantage; (iii) has not and will not make facilitation payments or “grease payments” to Government Officials or others in a position of authority to expedite routine non-discretionary government or lawful actions (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.); and (iv) has not and will not offer, promise, give, request, receive or accept anything of value, directly or indirectly, to or from any person for the purpose of influencing, inducing or rewarding the improper performance of an act or decision. For purposes of this clause, the term “Government Official” means any (i) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (ii) officer or employee of a public international organization; (iii) political party or party official; (iv) candidate for political office; or (v) other person acting in an official capacity.  Hiring Partner agrees that failure to comply with this Section will constitute a material breach of this Agreement.

(c)

Fair Labor Practices. Cruise Line is committed to ensuring that its workers and employees and those of its contractors and suppliers be treated with dignity and respect, and in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights.   Accordingly, Hiring Partner agrees that it: (i) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (ii) shall not use any child labor; (iii) should treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological or verbal harassment or abuse; (iv) shall not discriminate in respect of employment and occupation and shall be committed to attracting and developing a diverse, motivated and dedicated workforce without regard to race, color, age, religion, gender, sexual orientation and disability; (v) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation;  (vi) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (vii) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and/or union negotiated agreements; and, (viii) shall not require its employees to work more than legally permitted limits.

(d)

Trade and Economic Sanctions. Hiring Partner represents, warrants, and agrees that neither it, nor any person that it engages to provide Services for or on behalf of Cruise Line, will present business to Cruise Line, procure goods or services, or otherwise engage in transactions for or on Cruise Line’s behalf that (i) involve Persons, property, countries, or dealings targeted by Economic Sanctions; or (ii) cause Cruise Line to be in violation of Economic Sanctions. For purposes of this provision, “Economic Sanctions” means (i) prohibitions and asset-blocking requirements implemented pursuant to the U.S. Trading with the Enemy Act, the U.S. International Emergency Economic Powers Act, and related executive orders and regulations, including prohibitions against commercial and financial transactions with Cuba, Iran, North Korea, Syria, the Crimea, Donetsk and Luhansk regions, the Government of Venezuela, and with Persons and property named on the U.S. Department of the Treasury’s Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons; and (ii) prohibitions and asset-blocking requirements authorized under regulations or measures implemented by His Majesty’s Treasury, the European Union and its Member States.  For purposes of this Section, “Person” means an individual, group, organization, entity, or similar. The aforementioned prohibition includes, without limitation, procuring goods or services for or on behalf of Cruise Line that originate in a country, and/or from a Person, targeted by Economic Sanctions.

(e)

Data Privacy.

(i)

Hiring Partner undertakes that it will comply with all requirements of the Data Protection Legislation applicable to it and that its staff, affiliates, and subcontractors will do likewise. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. Cruise Line shall at all times be the owner of any personal data shared, by Cruise Line with the Hiring Partner and the Hiring Partner may only process such personal data for the purpose(s) set forth in the Agreement.

(ii)

Hiring Partner shall at all times ensure that appropriate technical and organisational measures are utilized and maintained to ensure the safety and security of personal data which it, its staff and subcontractors process pursuant to this Agreement.

(iii)

Hiring Partner agrees to ensure that it, its employees, and subcontractors at all times store, transfer, and process data in accordance with the requirements of the RCG Information Security Schedule found here: https://www.royalcaribbeangroup.com/dpa/infosec/

(iv)

If the Hiring Partner fails to adhere to the requirements in this Section, the Hiring Partner shall defend, indemnify, and hold Cruise Line harmless from and against any Losses (as defined herein) that Cruise Line and/or members of its group may incur arising out of or related to Hiring Partner failure to adhere with these conditions. The term “Losses” means any fines, penalties, charges, costs, expenses, compensation, damages, and fees (including attorneys’ fees). Cruise Line reserves the right as a condition of this Agreement to require Hiring Partner to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data.

(v)

The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with the GDPR (defined below).

(vi)

“Data Protection Legislation” means, in each case to the extent applicable to activities undertaken in connection with this Agreement: (i) Regulation (EU) 2016/679; and (ii) UK GDPR (the “GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act (the “CCPA”) and any other legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data, data protection and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities.