Employee Direct Placement Agreement

EMPLOYEE DIRECT PLACEMENT AGREEMENT

This Employee Direct Placement Agreement (the Agreement) is entered into as of by and between ("Agency") and ("Client"). Agency and Client are each a Party and collectively the Parties.

1. Scope of Services

Agency will use commercially reasonable efforts to identify, recruit and present to Client qualified candidates for direct hire employment by Client. Upon Client's written or electronic acceptance of a candidate recommended by Agency and the candidate's commencement of employment with Client, the placement will be deemed completed and payable under the terms of this Agreement.

2. Candidate Information (Primary Placement)

Candidate Full Legal Name:

3. Employment History (Provide at least two prior employers)

4. Education

5. References (Three Professional References)

6. Fees, Invoicing and Payment

Placement Fee: Client agrees to pay Agency a non-refundable placement fee equal to of the Candidate's first year gross compensation (base salary plus guaranteed bonuses). Payment is due within days of Candidate's start date or receipt of Agency's invoice, whichever occurs later.

If Client hires Candidate on a part-time, contract-to-hire or variable compensation arrangement, Client and Agency will agree in writing upon a pro rata fee calculation prior to Candidate start date.

7. Guarantee; Replacement Credit

Agency warrants that if Candidate's employment with Client terminates for any reason (other than a documented reduction in force, workplace closure, or material breach by Client) within days of the Candidate's start date, Agency will provide one replacement candidate at no additional placement fee or will apply a credit toward a subsequent placement. Guarantee applies only if: (a) Client has paid the placement fee in full; (b) Client notifies Agency in writing within ten (10) business days following termination; and (c) Client provides Agency an opportunity to present replacement candidates within thirty (30) days of termination.

8. Cancellation and Withholding

If Client withdraws an offer to a Candidate after Agency has presented that Candidate and Client has accepted an offer in writing, Client will pay a cancellation fee equal to 50% of the agreed placement fee unless otherwise agreed in writing. Any disputed invoices must be submitted in writing within fifteen (15) days of receipt; failure to timely dispute will constitute acceptance of the invoice.

9. Candidate Representations and Authorizations

Client represents that, prior to hire, Client will obtain Candidate's written authorization for background checks, reference checks and verification of prior employment and education where required by law. Client hereby requests that Agency rely on the Candidate information provided above. Candidate authorizations (if obtained) shall be retained by Client unless otherwise agreed.

I certify that all information provided in this Agreement and accompanying Candidate profile is true, complete and accurate to the best of my knowledge. I authorize Agency and Client to contact prior employers and references for verification.

10. Confidentiality

Each Party will keep confidential all non-public information concerning the other Party and Candidate profiles, résumés and compensation details. Confidential information will not be disclosed except to employees, agents or providers with a need to know or as required by law. The obligations in this Section survive termination of this Agreement for a period of two (2) years.

11. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months after termination, Client agrees not to solicit Agency's employees or independent contractors engaged in the performance of recruitment services on behalf of Agency without prior written consent. Violations entitle Agency to equitable relief and liquidated damages equal to the greater of the placement fee or actual damages.

12. Warranties; Indemnification; Limitation of Liability

Agency warrants it will use reasonable efforts to verify Candidate information but disclaims all other warranties, express or implied, including fitness for a particular purpose. Client shall indemnify and hold Agency harmless from claims arising from Client's supervision, employment decisions, or termination of Candidate. Neither Party will be liable for consequential, incidental or punitive damages; aggregate direct liability will not exceed fees paid to Agency under this Agreement for the relevant placement.

13. Compliance with Law

Each Party will comply with all applicable federal, state and local laws in connection with its performance hereunder, including employment, anti-discrimination, immigration and data protection laws. Client is solely responsible for verification of Candidate work authorization and immigration status.

14. Term and Termination

This Agreement commences on the Effective Date and continues until terminated by either Party upon thirty (30) days' written notice. Termination will not relieve Client of obligation to pay fees for placements made prior to termination.

15. Notices

All notices under this Agreement must be in writing and delivered to the addresses below by hand, certified mail, or overnight courier. Notices are effective upon receipt.

16. Miscellaneous

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing signed by authorized representatives of both Parties. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement will be governed by the laws of the state specified in the Governing Law field below.

17. Equal Opportunity and At-Will Acknowledgment

Client represents that any employment offer made to Candidate will be made in compliance with equal employment opportunity laws and that, unless otherwise agreed in writing between Client and Candidate, employment will be on an at-will basis, which means either the employee or Client may terminate employment at any time with or without cause.

18. Authorization to Contact Previous Employers and Conduct Background Checks

By initialing below, Client acknowledges that it will obtain necessary candidate consents and that Agency is authorized to contact references and prior employers for verification. Client authorizes Agency to proceed with recruitment and background checks in accordance with applicable law.

19. Applicant Certification (Candidate Optional)

I certify that the information provided in the Candidate Information and Employment History sections is true and complete. I understand that falsification may be grounds for disqualification or termination of employment.

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