Placement Services Agreement

PLACEMENT SERVICES AGREEMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client engages Service Provider to identify, screen and present candidates for employment or engagement by Client on the terms set forth herein; and

WHEREAS, Service Provider has expertise and resources to perform placement and recruiting services and desires to provide such services to Client; and

WHEREAS, the parties desire to set forth the terms under which candidates will be presented, fees will be paid, and the rights and obligations of each party.

Scope of Work

Service Provider shall perform placement services including candidate sourcing, preliminary screening, skills verification, reference checks and presentation of qualified candidates to Client. The specific duties, deliverables and performance standards will include the following:

Placement and Candidate Procedures

Service Provider will present candidates to Client in written or electronic format. Client shall notify Service Provider in writing within days if Client intends to extend an offer to a candidate. If Client engages a candidate introduced by Service Provider within of introduction, the Placement Fee described below shall apply.

Payment Terms

Placement Fee: Client shall pay Service Provider a fee equal to of the candidate's first-year gross cash compensation, or a flat fee of $ (whichever is greater).

Term and Termination

This Agreement commences on and, unless earlier terminated, shall continue until . Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination shall not relieve Client of its obligation to pay fees for placements made prior to termination nor obligations that by their nature survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") relating to business operations, candidate information, compensation, client lists, and other proprietary matters. Receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to those employees or contractors with a need to know, and (c) protect such information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care.

Confidential Information does not include information which: (i) is or becomes generally available to the public through no breach by Receiving Party; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is received from a third party without restriction and without breach; or (iv) is independently developed by Receiving Party without use of Confidential Information. Upon termination or written request, Receiving Party shall promptly return or destroy all Confidential Information and certify destruction if requested.

The confidentiality obligations herein shall survive termination of this Agreement for a period of three (3) years, except that protection of trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.

Replacement and Refund Policy

If a placed candidate's employment is terminated by Client for cause or resigns within days of start date, Service Provider will use commercially reasonable efforts to provide a replacement candidate at no additional placement fee, provided Client has paid all fees when due. This remedy is Client's sole and exclusive remedy for candidate termination or resignation.

Representations; Independent Contractor; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider is an independent contractor and not an agent or employee of Client. Service Provider shall be solely responsible for payment of its personnel, taxes and benefits. Client agrees to indemnify and hold harmless Service Provider from claims arising from Client's hiring, supervision, or termination of candidates, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Limitation of Liability

Except for breaches of confidentiality, gross negligence, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law principles.

Entire Agreement; Amendment

This Agreement, together with any written schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force. Failure to enforce any right shall not constitute a waiver of that right.

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