Legal Search Firm Agreement

Legal Search Firm Agreement

This Legal Search Firm Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: (hereinafter "Client"), and Search Firm Name: with principal address: (hereinafter "Search Firm"). Client and Search Firm may be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Client desires to engage Search Firm to identify, evaluate and present qualified candidates for a senior legal position described as: ; and

WHEREAS, Search Firm represents that it has the expertise, personnel and resources necessary to perform such search and recruitment services on the terms set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the search engagement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Definitions

1.1 "Candidate" means any individual identified, contacted, screened or presented by Search Firm to Client for consideration for the position described in this Agreement.

1.2 "Offer Date" means the date on which Client extends a written employment offer to a Candidate.

2. Engagement and Scope of Services

2.1 Engagement. Client hereby engages Search Firm, and Search Firm accepts such engagement, to conduct a search to identify, evaluate and present Candidates who meet the qualifications specified by Client. Search Firm shall perform services with the degree of skill and care ordinarily exercised by reputable search firms in similar engagements.

2.2 Scope. The scope of the search shall include sourcing, initial screening, reference checks, coordination of interviews and presentation of finalist Candidates. Detailed search parameters and required qualifications:

3. Term

This Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with Section 11. The Parties may extend the term by written amendment signed by both Parties.

4. Fees, Retainer and Payment

4.1 Retainer. Client shall pay a non-refundable retainer in the amount of upon execution of this Agreement. The retainer shall be credited against fees due upon successful placement.

4.2 Success Fee. If Client extends an offer to, and the Candidate accepts employment with Client, Client shall pay Search Firm a success fee equal to % of the Candidate's first-year gross cash compensation, or a flat fee of . The Parties agree that the greater of the two calculations shall control unless otherwise agreed in writing.

4.3 Payment Terms. Success fees shall be due and payable within days after the Candidate's Start Date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

Exclusive search engagement Non-exclusive engagement

5. Candidate Ownership and Replacement

5.1 Candidate Ownership. Candidates submitted by Search Firm shall be deemed Candidates of Search Firm for a period of 12 months from the date of first submission.

5.2 Replacement. If a placed Candidate's employment terminates for any reason (other than a reduction in force or layoff) within days of the Start Date, Search Firm will use reasonable efforts to present replacement Candidates at no additional success fee, provided Client has paid all sums then due.

6. Confidentiality

Each Party shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other Party in connection with this Agreement, except to the extent necessary to perform the services hereunder or as required by law. "Confidential Information" includes candidate materials, compensation data, client business plans and other non-public information designated as confidential or that reasonably should be understood to be confidential.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

7. Conflicts and Compliance

Search Firm represents that, to the best of its knowledge, no conflict of interest exists that would materially impair its ability to perform the services. Search Firm shall comply with all applicable laws, regulations and ethical rules in connection with the search and in the solicitation and retention of Candidates.

8. Representations and Warranties; Disclaimer

Each Party represents that it has the full power and authority to enter into this Agreement. Search Firm warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SEARCH FIRM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification

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

10. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SEARCH FIRM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Termination

Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other Party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination. Upon termination, Search Firm shall deliver to Client all Candidate materials prepared to date and shall be entitled to retain the non-refundable retainer.

12. Notices

All notices, consents or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the address of the Party set forth below or to such other address as such Party designates by written notice:

13. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. 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.

14. Governing Law; Entire Agreement; Severability

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. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous

15.1 Relationship of the Parties. Search Firm is an independent contractor and not an employee, agent or partner of Client. Search Firm shall be solely responsible for all employment-related taxes and other statutory obligations associated with its personnel.

15.2 Public Announcements. Any public announcement or press release regarding a Candidate placement shall require the prior written consent of both Parties.

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