Recruitment Agreement - Template, Sample Form Online Pro · US-law
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RECRUITMENT SERVICES AGREEMENT
State of ________
This Recruitment Services Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date") by and between the following parties:
________, a ________ organized under the laws of ________, having a principal place of business at:
________
Email: ________
and
________, a ________ organized under the laws of ________, having a principal place of business at:
________
Email: ________
Hereinafter, "Client" refers to ________, and "Recruiter" refers to ________. Recruiter and Client may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Client desires to engage Recruiter to identify and present candidates for one or more employment positions; and WHEREAS, Recruiter desires to provide such services upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1 — ENGAGEMENT AND SCOPE OF SERVICES
1.1 Subject to the terms and conditions of this Agreement, Client engages Recruiter to identify, source, and present candidates for employment (each, a "Potential Candidate"). The position(s) and required specifications are as follows:
________
1.2 Recruiter shall provide Client with Potential Candidates based on the foregoing specifications, using Recruiter's own experience, knowledge, networks, skills, and commercially reasonable efforts.
1.3 Recruiter shall be responsible for pre-screening Potential Candidates through initial interviews and may, at the written request of Client and subject to applicable law, conduct or arrange background checks, credit checks, drug screenings, and employment-related tests. Any consumer reports or background investigations shall be conducted in compliance with the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and all applicable state and local laws, including obtaining any required candidate disclosures and authorizations.
§ 2 — FEES AND PAYMENT
2.1 In consideration of the services rendered hereunder, Client shall pay Recruiter a placement fee (the "Fee") of $________ (________ dollars) for each Potential Candidate that is successfully placed into an employment role with Client.
2.2 For purposes of this Agreement, a Potential Candidate is "successfully placed" when such candidate accepts a written offer of employment from Client and commences employment.
2.3 Each Fee shall be due and payable by Client to Recruiter within ________ following the commencement date of the applicable Potential Candidate's employment.
2.4 Any undisputed amount not paid when due shall accrue interest at the rate of ________% per annum, or the maximum rate permitted by applicable law, whichever is less. Client shall reimburse Recruiter for reasonable costs of collection, including reasonable attorneys' fees.
2.5 All amounts are exclusive of applicable taxes, which shall be the responsibility of the Party upon whom they are imposed by law.
§ 3 — NO ONGOING GUARANTEES
3.1 Recruiter does not guarantee the retention of any Potential Candidate. Recruiter shall be entitled to all Fees earned and shall not be subject to refund, divestment, or forfeiture of any Fee if the Potential Candidate resigns or is terminated by Client at any time, except to the extent expressly provided in a separately negotiated written guarantee, if any, set forth at: ________.
§ 4 — NON-EXCLUSIVITY
4.1 This Agreement is non-exclusive. Client may engage other recruiters or use its own resources to search for and identify candidates for the position(s) described herein.
4.2 Recruiter shall be entitled to a Fee only for a Potential Candidate that Recruiter first presented to Client in writing and who is successfully placed. Nothing in this Agreement shall be construed to require Client to hire any Potential Candidate presented by Recruiter. Client retains sole and absolute discretion over all hiring decisions.
§ 5 — CONFIDENTIALITY
5.1 Recruiter acknowledges that Client possesses certain non-public Confidential Information (as defined below) regarding its employees, employment policies, business operations, and development, which is secret and valuable to Client.
B) Confidential Information shall not include information that:
I) is or becomes publicly known through no fault or breach of Recruiter;
II) is already lawfully known to Recruiter prior to disclosure;
III) is disclosed by Client to third parties without restriction;
IV) is lawfully obtained by Recruiter from a third party having the right to disclose it; or
V) is independently developed by Recruiter without use of or reference to Client's Confidential Information, as Recruiter can demonstrate by written records.
C) Recruiter agrees that it shall: (I) not disclose Confidential Information to any third party by any unauthorized means; and (II) not use Confidential Information for any purpose other than as contemplated herein or as expressly authorized in writing by Client.
D) If Recruiter is compelled by law, regulation, or valid legal process to disclose Confidential Information, Recruiter shall, to the extent legally permitted, give Client prompt prior written notice and reasonable cooperation to enable Client to seek a protective order or other appropriate remedy.
E) Immunity Notice (18 U.S.C. § 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
F) The obligations of this § 5 shall survive the termination or expiration of this Agreement for a period of ________, and with respect to trade secrets, for so long as such information remains a trade secret under applicable law.
§ 6 — RELATIONSHIP OF THE PARTIES
6.1 Recruiter is an independent contractor. Except for the limited agency purpose of pre-screening Potential Candidates, Recruiter is not authorized to act as an agent, employee, partner, joint venturer, or legal representative of Client, and shall not have authority to bind Client. Client shall not control the manner or means by which Recruiter performs its services. Recruiter is solely responsible for its own taxes, withholdings, insurance, and employee or subcontractor obligations.
§ 7 — INDEMNIFICATION
7.1 Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any and all damages, liabilities, losses, claims, costs, and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, breach of this Agreement, or violation of applicable law in connection with the services rendered hereunder.
7.2 No Party shall be entitled to indemnification to the extent a court of competent jurisdiction, in a final and non-appealable judgment, determines that the bad faith, gross negligence, or willful misconduct of the Party seeking indemnification caused the damage, liability, or loss.
§ 8 — LIMITATION OF LIABILITY
8.1 Except for breaches of confidentiality, indemnification obligations, or a Party's willful misconduct, neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages. Except for Client's obligation to pay Fees, each Party's aggregate liability under this Agreement shall not exceed the total Fees paid or payable under this Agreement.
§ 9 — TERM AND TERMINATION
9.1 If no Potential Candidate has been successfully placed, this Agreement shall automatically terminate on the following date: ________. If a Potential Candidate has been successfully placed, this Agreement shall terminate upon such placement, but only after all Fees due hereunder have been paid in full.
9.2 This Agreement may also be terminated by either Party upon written notice:
I) if the other Party commits a material breach of this Agreement that is incapable of remedy, or that is capable of remedy but is not cured within fourteen (14) days after written notice describing the breach;
II) if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings, or is otherwise unable to perform its obligations hereunder; or
III) by either Party for convenience upon fifteen (15) days' prior written notice to the other Party.
9.3 Termination shall not relieve Client of its obligation to pay any Fee earned prior to termination, including Fees for any Potential Candidate presented by Recruiter prior to termination who is successfully placed within ________ after termination.
9.4 The provisions that by their nature should survive termination, including §§ 2, 3, 5, 7, 8, 10, and 11, shall survive.
§ 10 — NON-SOLICITATION
10.1 During the term of this Agreement and for a period of one (1) year thereafter, Recruiter shall not solicit for employment, or recruit away from Client, any Potential Candidate who has been offered or has accepted employment with Client through Recruiter's introduction. The Parties agree this restriction is reasonable in scope and duration and necessary to protect Client's legitimate business interests.
§ 11 — EQUAL OPPORTUNITY AND NON-DISCRIMINATION
11.1 Recruiter shall not discriminate against any Potential Candidate, and shall conduct all sourcing, screening, and presentation of candidates in compliance with all applicable equal employment opportunity laws, including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, and all applicable state and local laws prohibiting discrimination on the basis of race, color, national origin, religion, creed, age, sex, gender identity, sexual orientation, marital status, ancestry, pregnancy or parental status, disability, genetic information, or veteran status.
§ 12 — GENERAL PROVISIONS
A) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, and applicable federal law. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________. This choice of law, venue, and jurisdiction provision is mandatory and not permissive.
B) Language. All communications and notices given pursuant to this Agreement shall be in the English language.
C) Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned, sold, delegated, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
D) Amendments. This Agreement may be amended only by a written instrument signed by both Parties.
E) No Waiver. No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. A waiver must be in a writing signed by the waiving Party. No waiver of any term shall constitute a waiver of any other term or of the same term on a future occasion. Failure to enforce any term shall not constitute a waiver of such term or any other term.
F) Severability. If any provision of this Agreement is held unenforceable, this Agreement shall be deemed amended to the minimum extent necessary to render such provision valid and enforceable. If a court declines to so amend, the unenforceability of any provision shall not affect the validity of the remaining provisions, which shall be enforced as if the offending provision had not been included.
G) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral, relating to its subject matter.
H) Headings. Headings are for convenience only and shall not affect the interpretation of this Agreement.
I) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile, and electronic signatures, shall be valid and binding to the fullest extent permitted by the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state law (including the Uniform Electronic Transactions Act). If the dates of signature differ, this Agreement shall be effective as of the later signature date.
J) Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than the payment of money owed) due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, riots, embargoes, epidemics or pandemics, natural disasters, and other unforeseen events, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
RECRUITER:
Name: ________
By: ________
Title: ________
Signature: _________________________
Date: ________
CLIENT:
Name: ________
By: ________
Title: ________
Signature: _________________________
Date: ________
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