Recruitment Services Agreement - Template, Sample Form Pro · EN-CA-law

RECRUITMENT SERVICES AGREEMENT

(________)

Effective Date: ________

– PREAMBLE –

This Recruitment Services Agreement (the “Agreement”) is entered into and is effective as of ________ (the “Effective Date”), by and between the following parties:

RECRUITER. ________, a corporation incorporated under the laws of ________, bearing business/corporation number ________, having its principal place of business at the following address:

________

E-mail: ________

(hereinafter the “Recruiter”)

- AND -

CLIENT. ________, having a principal address at:

________

E-mail: ________

(hereinafter the “Client”)

The Recruiter and the Client may be referred to individually as a “Party” and collectively as the “Parties”.

 

Article I – ENGAGEMENT AND SCOPE OF SERVICES

1.1 Subject to the terms and conditions of this Agreement, the Client engages the Recruiter, on a non-exclusive basis, to identify and present candidates for employment with the Client (the “Services”).

1.2 The Client shall provide the Recruiter with written information regarding each role to be filled, including job title, duties and responsibilities, qualifications and proposed compensation. Such information may be in the form of notes, emails or letters and need not be attached to this Agreement. Candidates must meet the following specifications:

________

1.3 The Recruiter shall use its own experience, knowledge, networks, skills and best efforts to source and present suitable candidates to the Client. The Recruiter shall screen candidates through initial interviews and may, at the Client’s request, perform reference and background checks and specialized employment testing, in each case only with the candidate’s informed written consent and in compliance with all applicable laws, including the Personal Information Protection and Electronic Documents Act (Canada) and applicable provincial privacy and human rights legislation.

1.4 The Parties shall conduct the Services in a manner that does not discriminate on any prohibited ground and that complies with all applicable employment standards, human rights and privacy legislation in the jurisdiction specified in Article XI.

 

Article II – FEES AND TAXES

2.1 In consideration of the Services, the Client shall pay the Recruiter a placement fee for each candidate successfully placed in an employment role with the Client, calculated as follows:

A fixed fee of ________ dollars ($________) for each candidate successfully placed.

2.2 All fees are exclusive of applicable taxes. The Client shall pay all applicable Goods and Services Tax/Harmonized Sales Tax and any other applicable taxes or levies in addition to the fees set out above.

2.3 The Recruiter’s fee shall be remitted by the Client to the Recruiter within ________ days following the start date of the placed candidate’s employment.

2.4 Any amount not paid when due shall bear interest at the rate of ________% per annum, calculated and compounded monthly, from the due date until payment in full.

 

Article III – NO WARRANTY OF RETENTION

The Recruiter is not responsible for the Client’s failure to retain any candidate. Fees due under Article II shall be paid within the time periods specified and shall not be reduced, refunded or set off if a placed candidate subsequently resigns or is dismissed by the Client at any time, except as may be expressly agreed in writing.

 

Article IV – PRESENTED CANDIDATES AND PAYMENT TRIGGER

“Presented Candidates” are those introduced by the Recruiter to the Client and acknowledged in writing by the Client. The Client may undertake its own recruitment efforts; however, if any Presented Candidate is successfully placed in employment with the Client within ________ months of being presented, the Client shall be responsible for payment of the Recruiter’s fees in accordance with Article II.

 

Article V – CONFIDENTIALITY

The Recruiter acknowledges that the Client holds certain confidential, non-public information regarding its employees, employment policies, business operations and development. The Parties agree that such Confidential Information is valuable to the Client and that the Client wishes to maintain its secrecy.

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5.2 EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Recruiter; (b) was lawfully known to the Recruiter prior to disclosure without restriction; (c) is lawfully received from a third party having the right to disclose it; or (d) is independently developed by the Recruiter without use of the Client’s Confidential Information, as the Recruiter can demonstrate.

The Recruiter agrees not to:

1) disclose the Confidential Information by any unauthorized means to third parties; or

2) use the Confidential Information for any purpose other than the performance of this Agreement or as expressly authorized by the Client.

5.3 Nothing in this Article shall prevent disclosure required by law, regulation or order of a court or governmental authority of competent jurisdiction, provided that the Recruiter gives the Client prompt written notice (to the extent legally permitted) to enable the Client to seek protective relief. The obligations in this Article shall survive termination of this Agreement.

 

Article VI – RELATIONSHIP OF THE PARTIES

The Recruiter is engaged as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties, except for the limited purpose of screening candidates as expressly contemplated herein. The Client shall have no authority to direct or control the manner in which the Recruiter performs the Services, and the Recruiter shall be solely responsible for its own taxes, remittances, insurance and statutory obligations.

 

Article VII – INDEMNITY

Each Party shall indemnify and hold harmless the other Party from and against any and all damages, liabilities, losses, legal fees and costs arising out of the indemnifying Party’s breach of this Agreement or its negligence or wilful misconduct in connection with the Services. This Article shall not require indemnification to the extent that a court of competent jurisdiction, by final judgment, determines that the bad faith, gross negligence or wilful misconduct of the Party seeking indemnification caused the relevant damage, liability or loss.

 

Article VIII – TERM AND TERMINATION

8.1 If no candidate has been placed, this Agreement shall automatically terminate on the following deadline: ________. Where a candidate is successfully placed, this Agreement shall terminate upon placement, but only after all fees due under Article II have been paid in full.

8.2 This Agreement may be terminated by either Party upon written notice:

1) if the other Party commits a material breach of any term or condition of this Agreement that is incapable of cure, or that is capable of cure but has not been cured within fourteen (14) days after written notice;

2) if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes unable to perform its obligations hereunder, including any payment or performance obligation; or

3) by either Party for convenience upon fifteen (15) days’ prior written notice.

8.3 Termination shall not affect any fees that have accrued or become payable prior to the effective date of termination, nor any provision which by its nature is intended to survive termination, including Articles V, VII, IX, X and XI.

 

Article IX – NON-SOLICITATION

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Article X – DISPUTE RESOLUTION

In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or its breach, termination or validity, the Parties shall first attempt to resolve the matter amicably through good faith negotiations. If the Parties are unable to resolve the dispute within thirty (30) days, the dispute shall be submitted to mediation and, failing resolution, to binding arbitration before a single arbitrator pursuant to the applicable arbitration legislation of the province or territory set forth in Article XI. The seat of arbitration shall be ________, and the arbitration shall be conducted in the language chosen by the Parties. Each Party shall bear its own costs, unless otherwise determined by the mediator or arbitrator. Nothing in this Article shall preclude either Party from seeking interim or injunctive relief from a court of competent jurisdiction.

 

Article XI – GENERAL PROVISIONS

1) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province/Territory of ________ and the federal laws of Canada applicable therein. Subject to Article X, the Parties irrevocably attorn to the exclusive jurisdiction of the courts of that province or territory.

2) LANGUAGE. All communications and notices given under this Agreement shall be in the language chosen by the Parties.

3) ASSIGNMENT. This Agreement, or any rights granted hereunder, may not be assigned, sold, leased or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party.

4) AMENDMENTS. This Agreement may be amended only by a writing signed by both Parties.

5) NO WAIVER. No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. A waiver is effective only by a supplemental written agreement. No waiver of any term shall constitute a waiver of any other term or of the same term on a later occasion. The failure of either Party to enforce any term shall not constitute a waiver of that term or any other term.

6) SEVERABILITY. If any provision of this Agreement is found to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render such provision enforceable while preserving the Parties’ intent. If a court declines to so modify, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included.

7) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral.

8) HEADINGS. Headings are used for convenience only and shall not be construed to limit or affect the interpretation of this Agreement.

9) COUNTERPARTS. This Agreement may be executed in counterparts, including by electronic signature, all of which together shall constitute one Agreement. If the dates of signature differ, this Agreement shall be effective on the later date of signature.

10) FORCE MAJEURE. Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, natural disasters and other unforeseen events, save for any obligation to pay amounts already due.

11) NOTICES; ELECTRONIC COMMUNICATIONS PERMITTED. Any notice under this Agreement shall be in writing and sent by first-class mail, airmail or e-mail to the address of the relevant Party set out at the head of this Agreement, or to such other address as that Party may notify from time to time. Notices shall be deemed received three (3) business days after mailing (first-class domestic mail), seven (7) business days after mailing (airmail), or the next business day after transmission (e-mail, where the sender retains a confirmation of transmission).

– EXECUTION –

RECRUITER

Business Name: ________

Representative’s Name: ________

Representative’s Title: ________

Representative’s Signature: _____________________

Date: ________

CLIENT

Name: ________

Signature: _________________________

Date: ________