Executive Search Agreement

EXECUTIVE SEARCH AGREEMENT

This Executive Search Agreement ("Agreement") is entered into between Client Name: with principal place of business at Address: (the "Client"), and Search Firm Name: with principal place of business at Address: (the "Firm"). The parties hereby agree as follows.

WHEREAS

WHEREAS, the Client seeks to identify, evaluate, and secure qualified executive-level candidates for the position(s) described in the Scope of Work below; and

WHEREAS, the Firm is engaged in the business of executive search and recruitment and represents that it has the expertise, resources, and professional personnel to perform such services on the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the search services to be performed.

1. SCOPE OF WORK

The Firm shall provide executive search services reasonably necessary to identify, screen, and present qualified candidates for the role(s) specified by the Client. Services shall include candidate sourcing, confidential outreach, screening interviews, reference checks, and coordination of interviews between the Client and candidates. The Firm will not make any guarantees as to availability or duration of employment, except as otherwise set forth in this Agreement.

2. ENGAGEMENT

The Client engages the Firm to conduct the search on the terms of this Agreement. The engagement is an engagement for professional services and does not create an employment relationship between the Firm and the Client's candidates. The Firm shall act as an independent contractor.

Exclusive search engagement (check if the Client agrees that the Firm has exclusive right to conduct the search for the specified role during the Term).

3. PAYMENT TERMS

In consideration for the services, the Client shall pay the Firm fees in accordance with this section. All fees are exclusive of applicable taxes, which the Client shall also pay.

All fees are non-refundable except as expressly set forth in this Agreement. If payment is not received when due, the Firm may suspend services and shall be entitled to recover reasonable collection costs, including attorneys' fees, to the extent permitted by law.

4. REPLACEMENT GUARANTEE

If a candidate placed by the Firm voluntarily resigns or is terminated for cause within the guarantee period, the Firm will use commercially reasonable efforts to provide a replacement candidate at no additional search fee, subject to the Client having paid all fees when due and having cooperated in scheduling interviews and reference checks.

5. TERM AND TERMINATION

The Term of this Agreement begins on Start Date: and, unless earlier terminated in accordance with this section, continues until Completion Date: or until the search is completed.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within Notice Period: days after receipt of written notice. Termination by the Client shall not relieve the Client of its obligation to pay fees for services performed and expenses incurred through the date of termination.

6. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform this Agreement. Confidential Information includes candidate resumes, compensation details, business plans, and other non-public information disclosed in connection with the search.

7. NON-SOLICITATION

For a period of Non-Solicitation Period: months following a placement, the Client will not directly solicit or hire personnel of the Firm involved in the search without the Firm's prior written consent. If the Client hires such personnel in violation of this provision, the Client shall pay to the Firm liquidated damages equal to the greater of (a) the remaining unpaid portion of the agreed fee for the search, or (b) an amount reasonably calculated to compensate the Firm for the harm caused.

8. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. The Firm warrants that it will perform services in a professional manner consistent with industry standards. Except for the Firm's express warranty in this section, the Firm disclaims all other warranties, express or implied. Neither party shall be liable to the other for incidental, consequential, or punitive damages except for damages arising from willful misconduct or gross negligence.

9. 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.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that the Firm may assign to an affiliate or successor entity. Notices shall be in writing and delivered to the addresses set forth above.

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