Employment Network Agreement

EMPLOYMENT NETWORK AGREEMENT

This Employment Network Agreement (the "Agreement") is entered into as of Effective Date: by and between Employment Network Name: with principal address:

and Client Name: with principal address:

RECITALS

WHEREAS, Employment Network is engaged in the business of providing job placement, candidate recruitment, workforce support and related placement services; and

WHEREAS, Client desires to engage Employment Network to provide such services for certain candidates or positions on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement, compensation, confidentiality and termination of the relationship.

SCOPE OF WORK

Employment Network shall provide recruitment, candidate screening, placement services, onboarding assistance and related workforce support as reasonably requested by Client and agreed in writing. Services shall include candidate sourcing, initial interviews, reference checks, and coordination of start dates and related documentation. Specific deliverables, milestones and performance metrics shall be set forth as applicable in the Scope description below.

PAYMENT TERMS

In consideration for the Services rendered by Employment Network, Client shall pay the fees set forth below in accordance with the following terms.

Late Payment: Any undisputed amounts not paid within days after the invoice due date shall accrue interest at the rate of percent per month, or the maximum lawful rate if less. Client shall also reimburse Employment Network for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches the Agreement and fails to cure such breach within 15 days after receiving written notice specifying the breach.

Upon termination, Client shall pay Employment Network for all services performed and expenses incurred through the effective termination date and any non‑cancellable obligations. Sections dealing with confidentiality, indemnity and governing law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business, candidate, operational, technical and financial information disclosed by either party to the other, whether disclosed in writing, orally, or by inspection. Confidential Information does not include information that is (a) already in the public domain through no fault of the receiving party; (b) lawfully received from a third party without restriction; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party shall not use Confidential Information for any purpose other than performing obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall survive termination for a period of years, provided that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

RELATIONSHIP OF THE PARTIES

The Employment Network is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create an employment relationship between Employment Network and Client or between either party and any employee or contractor of the other party.

Relationship designation acknowledged: Independent Contractor

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect and shall be construed to effectuate the parties' intent to the greatest extent permitted by law. No waiver of any breach shall be deemed a waiver of any subsequent breach.

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