Legal Search Engagement Agreement

LEGAL SEARCH ENGAGEMENT AGREEMENT

This Legal Search Engagement Agreement ("Agreement") is entered into as of by and between Client Name: and Search Firm Name: .

RECITALS

WHEREAS, Client desires to retain Search Firm to identify, evaluate and present candidates for the position described as ; and

WHEREAS, Search Firm has expertise in conducting targeted searches for legal professionals, performing candidate screening, and assisting in the placement process; and

WHEREAS, the parties wish to set forth the terms and conditions under which Search Firm will perform search services and Client will compensate Search Firm.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby engages Search Firm, and Search Firm accepts such engagement, to conduct a search for candidates meeting the qualifications and criteria specified by Client and to assist in the placement of a candidate into the position described in the recitals.

1.2 Scope of Services. Search Firm will (a) prepare a written search plan; (b) identify and screen potential candidates; (c) present a reasonable number of qualified candidates for Client's consideration; and (d) coordinate interviews and assist in offer negotiations. Specific deliverables and target milestones, if any, are:

1.3 Exclusivity. The engagement is: Exclusive Non-exclusive If exclusive, the exclusivity period shall be

2. TERM AND TERMINATION

2.1 Term. This Agreement commences on the effective date specified above and will continue until the earlier of the placement of a candidate for the position or termination in accordance with Section 2.2.

2.2 Termination. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and bona fide expenses incurred through the effective date of termination.

3. COMPENSATION AND EXPENSES

3.1 Retainer. Client shall pay a non-refundable retainer of upon execution of this Agreement, which shall be credited against any final fee due.

3.2 Success Fee. If a candidate presented by Search Firm is engaged by Client within of presentation, Client shall pay a success fee equal to of the candidate's first year gross cash compensation, or flat fee, if applicable.

3.3 Expenses. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Search Firm in connection with the search, including travel and advertising. Reimbursable expenses will be itemized on invoices and are due under the same terms as fees.

4. CANDIDATE SUBMISSION; GUARANTEE

4.1 Submission. Search Firm will present candidate resumes and written summaries of qualifications. Client will notify Search Firm in writing within five (5) business days of the receipt of a candidate resume if Client has previously engaged or is actively considering such candidate; failure to provide such notice constitutes Client's certification that no conflict exists.

4.2 Guarantee. If a candidate placed by Search Firm separates from Client for any reason other than a documented reduction in force or gross misconduct within days of start date, Search Firm will use reasonable efforts to present a suitable replacement at no additional success fee, subject to Client's compliance with payment obligations and cooperation.

5. CONFIDENTIALITY

5.1 Confidential Information means non-public information disclosed by one party to the other in connection with this Agreement, including candidate information, client business information, compensation structures and search strategies. Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information for purposes other than performing obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, affiliates or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

5.2 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was rightfully known by the recipient prior to disclosure, is independently developed by the recipient, or is required to be disclosed by law, provided that the disclosing party is given prompt notice and an opportunity to seek protective relief.

6. REPRESENTATIONS AND WARRANTIES; CONFLICTS

6.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and delivery of this Agreement and performance hereunder will not violate any agreement to which it is a party.

6.2 Conflicts. Search Firm shall promptly disclose any known conflicts of interest with respect to candidates or engagement circumstances. Client represents that it will provide timely and accurate information regarding prior contacts with presented candidates.

7. CLIENT COOPERATION; BACKGROUND CHECKS

Client agrees to provide Search Firm with timely feedback, access to hiring personnel, and any materials reasonably requested to facilitate the search. Client shall be solely responsible for conducting reference checks, background checks, and any required credential verification unless the parties agree otherwise in writing.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees actually paid by Client to Search Firm under this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, overnight courier, or certified mail (return receipt requested). Notice is effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

10.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. No failure or delay in exercising any right shall operate as a waiver.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client for governing law:

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, both written and oral, relating to the subject matter hereof.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most nearly effects the parties' original intent.

12. MISCELLANEOUS

The persons signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

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