REPUBLIC OF TOGO Labor Liberty Homeland

LABOR CODE

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A r t. 56: The contract is also suspended for periods of technical unemployment. Technical unemployment is defined as the suspension of all or part of a company's activities, due to serious economic difficulties or events of force majeure leading to a situation where the operation of business becomes economically and physically impossible.

The inspector of labor and social laws, notified without delay of any measure of technical unemployment or of its renewal, conducts the regular investigations and decides on the validity of the measure.

The latter's decision can only occur after the investigation.

Art. 57: In the case of technical unemployment, the employer's decision shall indicate the duration as well as the salary compensation offered. The duration of the technical unemployment cannot, including renewals, exceed two (02) months.

During this period, the employee may resign without thereby being obliged to give a notice or pay compensation for breach of contract.

At the end of the technical unemployment and in case of non-resumption of activities, the employer initiates the procedure for collective dismissals.

SECTION IV Termination of contract

Art. 60: Dismissals without legitimate ground, as well as dismissals motivated by the employees' opinions, membership or non-membership in a trade union, the pregnancy of the female employee are abusive.

Is considered irregular as to form, except when it comes to collective dismissals, any dismissal occurred under the following conditions:

1. Failure to comply with the formality of written notification; 2. Failure to define the grounds; 3. non-compliance with the rules of disciplinary procedures set out in collective agreements and internal regulations in force.

However, if it is based on a legitimate ground, it cannot be considered abusive. The labor court may however grant the employee a compensation to penalize the non-compliance with the rules of form without the amount of the compensation exceeding six (06) months salary.

SUB-SECTION I Termination of the fixed-term contract

Art. 61: The fixed-term contract ends at the expiry of the period fixed when it is issued.

Art. 62: The fixed-term contract can be terminated, before the expiry, only in the following cases:

1. force majeure, 2. agreement of the parties, provided that it is evidenced in writing, 3. gross negligence, 4. judicial resolution.

A r t. 63: Any wrongful termination gives rise to damages. When this termination is caused by one or the other party, the damages correspond to salaries and benefits in kind which the
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employee would have earned during the remaining period until the end of the contract.

Art. 64: Unless special provisions expressly stipulated in the contract, the trial period can, except in case of abuse, be terminated at any time by the will of either party without notice or compensation.

The amount for damages in case of abuse is determined by the competent court according to the damage suffered.

SUB-SECTION II Termination of the permanent contract

A r t. 65: The permanent contract can be terminated by the will of either party, subject to a notice given by the party which initiates the termination.

Conditions and periods of notice are determined by collective agreements.

Any dismissal must be confirmed in writing to the employee within the eight following (08) days. A copy will be sent to the labor and social laws inspection service and also to the employment service.

Art. 66: During the period of notice, the employer and the employee are required to comply with all their obligations respectively.

In order to search for a job, the worker will benefit during the period of notice of one (01) weekly free day, of its own choice, either globally or by the hour, with full pay.

The party, for which such obligations are not met, cannot be made subject to a new period of
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notice, without prejudice to the damages it may wish to claim.

A r t. 67: Any termination of a permanent contract, without notice or without full observance of the period of notice, creates an obligation for the party responsible to pay the other party a compensation which amounts to the salary and benefits of all kinds earned by the worker during the period of notice which has not been fully observed.

The termination of contract, however, can occur without notice in case of gross negligence, subject to the appreciation by the competent court, of the degree of the fault.

Any wrongful termination of contract may give rise to damages. The competent jurisdiction detects the abuse by an investigation into the causes and circumstances of the termination of contract.

The amount of damages shall be determined by taking into account all the elements that can justify the existence and determine the extent of the injury, including:

1. when the worker is responsible for the damages suffered by the employer as a consequence of the failure to perform the contract;

2. when the employer is responsible for, the customs, the nature of the provided services, length of service, age of the worker and acquired rights in any way whatsoever.

These damages should not be confused with either the compensation for non-compliance with the notice or the severance pay.

A r t. 68: In case of a dismissal declared void, the employer shall pay the employee the wages that are due during the period of invalidity and possibly damages.
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A r t. 69: When a worker having wrongfully breached an employment contract signs another employment contract with a new employer, the latter is jointly and severally liable for the damages caused to the previous employer in the three (03) following cases:

1. If it is proved that he is involved in the poaching;

2. If he hired a worker, that he knew, already bound by a work contract;

3. If he has continued to occupy a worker after learning that the worker was still bound to another employer by an employment contract. In this case, the responsibility of the new employer ceases to exist if, at the time he was warned, the work contract wrongfully breached by the worker had expired, either if it is a fixed-term contract, by the end of the term, or if the contract is permanent, by the expiry of notice period or if a fifteen (15) days had elapsed since the breach of the said contract.

A r t. 70: In the event of cancellation before the expiration of a contract, subject to the provisions of articles 49, 50 and 51, the employer shall notify, within forty-eight (48) hours, the authorities which have granted the employment permit as well as the visa.

Article 71: If the legal situation of the employer is modified, particularly by succession, sale, merger, transformation of business, capital contributions, all ongoing employment contracts at the date of the change remain between the new contractor and the staff of the company. Their termination can only occur in the forms and conditions set out by this section.

Cessation of business, except in cases of force majeure, does not relieve the employer from complying with the rules set out in that section. Bankruptcy and liquidation are not considered as force majeure.

The parties cannot renounce in advance to their potential entitlement to claim damages under
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the provisions above.

Art. 72: Any dismissal for economic reasons considered by the employer must be notified to the competent inspector of labor and social laws.

A dismissal for economic reasons is a dismissal made by an employer for one or more reasons other than individual motives, resulting from the removal or alteration of employment caused in particular by economic difficulties or technological changes.

In all cases, the Parties shall consult to either try to avoid, through negotiated measures, the collective dismissals or mitigate their consequences.

Art. 73: When the dismissal is unavoidable, the employer establishes the order of dismissal, taking into account:

1. the professional competence;

2. seniority in the company;

3. family responsibilities of workers.

The employer shall, in order to have their opinions and suggestions, inform in writing, staff representatives of the measures which he intends to take. They should consult their membership and respond in writing within fifteen (15) days of receipt of the letter from the employer.

In any event, the employer must give priority to negotiations.

A r t. 74: The employer must notify, to the competent inspector of labor and social laws,
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minutes of measures negotiated, his letter of consultation with staff representatives and the written reply of the latter as well as the list of workers he intends to dismiss while stating the criteria he adopted.

In case of disagreement, the competent inspector of labor and social laws verifies the validity of the given economic reasons, depending on the labor market and economic conditions. He may question the parties and the competent authorities and possibly appoint experts on whether alternatives would prevent the planned dismissals.

The employer may only take a final decision, twenty-one (21) days after notification, to the competent inspector of labor and social laws, of minutes of negotiated measures, the letter of consultation with staff representatives as well as their written response.

A r t. 75: The workers who were dismissed for economic reasons, are given a priority of reemployment of six (06) months from the date of termination of their contract.

All employees dismissed for economic reasons are meant to enjoy this right. No distinction is made, depending on whether the dismissal is individual or collective, depending on whether the reason for dismissal is structural or results from the current economic situation.

Art. 76: Any Individual Change made to an element of the employment contract shall, first, be subject to a written notice to the other party.

When the change is substantial and is rejected, the breach is attributable to the party who took the initiative.

A r t. 77: The provisions of Articles 62, 63 and 65 above do not apply, unless expressly agreed, to trial periods which can be terminated without notice and without one or the other party having any claim to compensation, except in cases of wrongful termination.
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Art. 78: At the end of the employment contract, an employer must provide the employee, upon request, under penalty of damages, a work certificate indicating only the date of his entry into service, the date of his departure, the nature of positions successively held and the periods during which they were.

This certificate is exempt from all stamp and registration fee even if it contains the notice "free of any engagement" or any other notice of no obligation or receipt