SEARCH, RECRUITMENT, AND PLACEMENT SERVICES AGREEMENT
FEES AND EXPENSES: ____________________________________________(CLIENT), agrees to pay a placement fee in US Dollars to Proactive Risk Inc. (“RECRUITING FIRM”), a Delaware S-Corporation, in the amount of XX percent, XX % of the candidate’s estimated total first year’s base salary excluding estimated bonuses. CLIENT will be obligated to pay such fee whenever:
1. A candidate referred to CLIENT by RECRUITING FIRM is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by CLIENT, its affiliates, parents, or subsidiaries, within 12 months of the most recent activity on behalf of that candidate by RECRUITING FIRM.
For the purpose of paragraphs 1, the word “referred” means any manner of communication of a candidate’s identity.
CREDIT: In the event the candidate’s employment lasts less than ninety (90) calendar days from candidate’s start date, no matter whether the candidate resigns or is terminated by CLIENT, and if CLIENT notifies RECRUITING FIRM in writing of the termination within fifteen (15) days thereafter, RECRUITING FIRM shall credit 100% of its fee to for the NEXT placement it makes with CLIENT. The 100% credit of its fees for the next position if the candidate does not last ninety days is defined as a Back-Fill.
The free Back-Fill policy is for one and only one Back-Fill candidate that starts at CLIENT. The free Back-Fill could only be used for the same position in which the candidate leaves earlier than ninety days. When the Back-Fill replacement candidate is placed into the same position as the previous candidate then the RECRUITING FIRMS fees and expenses will be considered fully earned. A Back-fill for a Back-fill will constitute a new search with the full-service charge of twenty percent (20%).
If the placement fee payment invoice to RECRUITING FIRM is not made within 45 days after candidate’s start date, then the free Back-fill is no longer in effect, but the invoice is still due.
PAYMENT TERMS: CLIENT agrees to pay all placement fees and related expenses within 45 days after candidate’s start date. Interest of 5 % of total invoice amount will be charged additionally per week on unpaid fees more than five (5) days past due. CLIENT agrees to reimburse RECRUITING FIRM for all reasonable costs of collection, including attorney fees.
CANDIDATE OWNERSHIP: If RECRUITING FIRM refers a candidate who CLIENT has already interviewed within twelve months of email submission and CLIENT so advises RECRUITING FIRM within 5 business days following the referral, CLIENT will not owe RECRUITING FIRM a fee.
CLIENT shall provide RECRUITING FIRM with documentation at RECRUITING FIRM’S request sufficient to establish that the interview has happened. If RECRUITING FIRM refers a candidate to CLIENT with whom CLIENT has already interviewed more than twelve months ago, then CLIENT will owe RECRUITING FIRM a fee if candidate is placed with CLIENT.
Furthermore, all Candidates referred to CLIENT by RECRUITING FIRM that get hired within twelve months of email submission will be subject to full placement fee to RECRUITING FIRM of XX% of base salary.
ASSIGNMENT: This agreement and all of its provisions are binding on and inure to the benefit of RECRUITING FIRM and CLIENT and their respective successors and permitted assigns, but neither
this agreement nor any of the rights, interests, or obligations hereunder may be assigned by either party without the prior written consent of the other.
NON-DISCRIMINATION: RECRUITING FIRM does not discriminate in referrals, or consent to discrimination by its clients, against any candidate on the basis of age, race, color, religion, disability, sex, national origin, or veteran status.
GOVERNING LAW: This agreement will be governed by and enforced in accordance with the laws of the State of Delaware. The parties agree that the Delaware Courts will have the exclusive jurisdiction over any litigation brought or arising out of this agreement.
COST OF ENFORCING AGREEMENT: In the event either party files suit to enforce its rights under this agreement, the prevailing party shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with the suit.
TERMINATION AND SURVIVAL OF CERTAIN PROVISIONS: This agreement may be terminated by either party upon 30 days’ written notice to the other party. However, CLIENT shall remain liable to RECRUITING FIRM for all fees and expenses due under this agreement for any candidate referred to CLIENT, its affiliates, parents, or subsidiaries, prior to termination. All other provisions of this agreement that by their terms extend beyond the termination of this agreement shall survive such termination and remain in full force and effect.
CONFIDENTIALITY OF REFERRALS: All candidate referrals made by RECRUITING FIRM are made on a confidential basis and CLIENT shall hold RECRUITING FIRM harmless from any liability resulting from CLIENT’S unauthorized disclosure of information regarding candidates or their candidacy.
INDEPENDENT CONTRACTOR: The services provided by RECRUITING FIRM under agreement are provided as an independent contractor. Nothing in this agreement shall be construed as creating the relationship of principal and agent, joint ventures, or employer and employee, between RECRUITING FIRM and CLIENT.
DISCLAIMER: RECRUITING FIRM does not guarantee the performance of any candidate and disclaims any responsibility for claim, loss, or liability as a result of a candidate’s acts or omissions. RECRUITING FIRM urges CLIENT to conduct such investigations, as it deems necessary to verify candidate information or to obtain such other information, as it may deem relevant.
AMBIGUITIES: The rule of construction that ambiguities in an agreement are to be construed against the drafter shall not be invoked or applied in any dispute regarding the meaning or interpretation of any provision of this Agreement.
CLIENT
Name:
Address:
eMail:
Signature:
1. A candidate referred to CLIENT by RECRUITING FIRM is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by CLIENT, its affiliates, parents, or subsidiaries, within 12 months of the most recent activity on behalf of that candidate by RECRUITING FIRM.
For the purpose of paragraphs 1, the word “referred” means any manner of communication of a candidate’s identity.
CREDIT: In the event the candidate’s employment lasts less than ninety (90) calendar days from candidate’s start date, no matter whether the candidate resigns or is terminated by CLIENT, and if CLIENT notifies RECRUITING FIRM in writing of the termination within fifteen (15) days thereafter, RECRUITING FIRM shall credit 100% of its fee to for the NEXT placement it makes with CLIENT. The 100% credit of its fees for the next position if the candidate does not last ninety days is defined as a Back-Fill.
The free Back-Fill policy is for one and only one Back-Fill candidate that starts at CLIENT. The free Back-Fill could only be used for the same position in which the candidate leaves earlier than ninety days. When the Back-Fill replacement candidate is placed into the same position as the previous candidate then the RECRUITING FIRMS fees and expenses will be considered fully earned. A Back-fill for a Back-fill will constitute a new search with the full-service charge of twenty percent (20%).
If the placement fee payment invoice to RECRUITING FIRM is not made within 45 days after candidate’s start date, then the free Back-fill is no longer in effect, but the invoice is still due.
PAYMENT TERMS: CLIENT agrees to pay all placement fees and related expenses within 45 days after candidate’s start date. Interest of 5 % of total invoice amount will be charged additionally per week on unpaid fees more than five (5) days past due. CLIENT agrees to reimburse RECRUITING FIRM for all reasonable costs of collection, including attorney fees.
CANDIDATE OWNERSHIP: If RECRUITING FIRM refers a candidate who CLIENT has already interviewed within twelve months of email submission and CLIENT so advises RECRUITING FIRM within 5 business days following the referral, CLIENT will not owe RECRUITING FIRM a fee.
CLIENT shall provide RECRUITING FIRM with documentation at RECRUITING FIRM’S request sufficient to establish that the interview has happened. If RECRUITING FIRM refers a candidate to CLIENT with whom CLIENT has already interviewed more than twelve months ago, then CLIENT will owe RECRUITING FIRM a fee if candidate is placed with CLIENT.
Furthermore, all Candidates referred to CLIENT by RECRUITING FIRM that get hired within twelve months of email submission will be subject to full placement fee to RECRUITING FIRM of XX% of base salary.
ASSIGNMENT: This agreement and all of its provisions are binding on and inure to the benefit of RECRUITING FIRM and CLIENT and their respective successors and permitted assigns, but neither
this agreement nor any of the rights, interests, or obligations hereunder may be assigned by either party without the prior written consent of the other.
NON-DISCRIMINATION: RECRUITING FIRM does not discriminate in referrals, or consent to discrimination by its clients, against any candidate on the basis of age, race, color, religion, disability, sex, national origin, or veteran status.
GOVERNING LAW: This agreement will be governed by and enforced in accordance with the laws of the State of Delaware. The parties agree that the Delaware Courts will have the exclusive jurisdiction over any litigation brought or arising out of this agreement.
COST OF ENFORCING AGREEMENT: In the event either party files suit to enforce its rights under this agreement, the prevailing party shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with the suit.
TERMINATION AND SURVIVAL OF CERTAIN PROVISIONS: This agreement may be terminated by either party upon 30 days’ written notice to the other party. However, CLIENT shall remain liable to RECRUITING FIRM for all fees and expenses due under this agreement for any candidate referred to CLIENT, its affiliates, parents, or subsidiaries, prior to termination. All other provisions of this agreement that by their terms extend beyond the termination of this agreement shall survive such termination and remain in full force and effect.
CONFIDENTIALITY OF REFERRALS: All candidate referrals made by RECRUITING FIRM are made on a confidential basis and CLIENT shall hold RECRUITING FIRM harmless from any liability resulting from CLIENT’S unauthorized disclosure of information regarding candidates or their candidacy.
INDEPENDENT CONTRACTOR: The services provided by RECRUITING FIRM under agreement are provided as an independent contractor. Nothing in this agreement shall be construed as creating the relationship of principal and agent, joint ventures, or employer and employee, between RECRUITING FIRM and CLIENT.
DISCLAIMER: RECRUITING FIRM does not guarantee the performance of any candidate and disclaims any responsibility for claim, loss, or liability as a result of a candidate’s acts or omissions. RECRUITING FIRM urges CLIENT to conduct such investigations, as it deems necessary to verify candidate information or to obtain such other information, as it may deem relevant.
AMBIGUITIES: The rule of construction that ambiguities in an agreement are to be construed against the drafter shall not be invoked or applied in any dispute regarding the meaning or interpretation of any provision of this Agreement.
CLIENT
Name:
Address:
eMail:
Signature:
