What happens if a placed candidate leaves early?

Most agreements include a replacement guarantee window and conditions. Confirm whether replacement is limited to similar roles, whether pro rata refunds apply, and any exclusions for voluntary departures or reductions in force.

Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in applicable states, provided intent, consent, attribution, and retention requirements are met.

What if the fee terms are ambiguous?

Ambiguity can lead to disputes and payment delays. Clarify triggers, percentages, expense reimbursement, and tax treatment before signing; consider attorney review for complex fee constructs.

How do you terminate or cancel the agreement?

Termination clauses should specify notice period, refund rules for retainer, and outstanding obligations. Follow the contract's termination section and document communications in writing.

Are confidentiality and candidate data provisions required?

Include confidentiality, non-solicit, and data-handling terms. If candidate health or protected data is exchanged, add HIPAA-compliant safeguards and execute a BAA where applicable.

Who pays taxes or withholds on fees?

Typically the search firm is responsible for its own tax obligations. Specify any gross-up, withholding, or reporting responsibilities and request appropriate tax forms (W-9) before payment.

Electronic Signature
Templates
HR
Retained Search Agreement

Retained Search Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

RETAINED SEARCH AGREEMENT

This Retained Search Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Search Firm Name: .

RECITALS

WHEREAS, Client desires to retain Search Firm to conduct a retained executive or professional search to identify, evaluate and present candidates for the Position described below; and WHEREAS, Search Firm represents that it has the experience, personnel and resources to perform such services under the terms set forth herein.

1. SCOPE OF SERVICES

Search Firm will conduct a retained search to identify, screen and present qualified candidates for the position identified as Position Title: in Department: . Search Firm's duties include sourcing, initial screening, coordination of interviews, and presentation of candidate materials to Client.

2. RETAINER AND FEES

Client will pay Search Firm a non-refundable retainer payable upon execution of this Agreement in the amount of . The retainer will be credited against the final fee as set forth below.

Upon Client's hire of a candidate presented by Search Firm, Client will pay a success fee equal to of the candidate's first-year total cash compensation (base salary plus expected first-year guaranteed cash bonuses). Estimated first-year cash compensation: .

Invoices for the success fee are due and payable within thirty (30) days of the candidate's start date. Travel and reasonable out-of-pocket expenses incurred on Client's behalf will be billed separately and require prior written approval.

3. EXCLUSIVITY AND TERM

Client grants Search Firm exclusive rights to conduct this search for a period of beginning on the Effective Date. During the exclusive period Client will not engage another search firm or third party for the same search without written notice to Search Firm.

4. CANDIDATE OWNERSHIP AND GUARANTEE

A candidate presented by Search Firm who is hired by Client within twelve (12) months of the date of first presentation shall be deemed a candidate of Search Firm and subject to the success fee. If the hired candidate's employment terminates for any reason other than a reduction in force or company restructuring within the replacement period of days from their start date, Search Firm shall use commercially reasonable efforts to present a replacement candidate at no additional success fee. Replacement obligations are conditioned on Client having paid all fees due under this Agreement.

5. CONFIDENTIALITY

Each party agrees to keep confidential all proprietary candidate information, client internal data and search strategies disclosed in the course of the engagement, except as required for the performance of this Agreement or as required by law. Candidate resumes, interview notes and third party reports provided by Search Firm are provided solely for Client's use in connection with the search.

6. BACKGROUND CHECKS AND AUTHORIZATIONS

Search Firm may conduct or facilitate reference checks and background investigations consistent with applicable law. Client agrees that, prior to initiating any background check, Client or Search Firm will obtain the candidate's written consent. Candidate consent will be recorded on the Candidate Submission Form contained in Schedule A below.

7. REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Each party represents that it has full authority to enter into this Agreement. Search Firm warrants that it will comply with all applicable laws in its recruitment activities. Client represents that it will comply with equal employment opportunity laws and will not discriminate unlawfully in hiring or employment decisions.

8. INSURANCE, LIABILITY AND INDEMNIFICATION

Each party shall maintain appropriate insurance. Except for willful misconduct or gross negligence, neither party's liability under this Agreement shall exceed the total fees paid to Search Firm under this Agreement. Client agrees to indemnify and hold Search Firm harmless from claims arising from Client's hiring decisions or failure to comply with applicable employment laws. Search Firm agrees to indemnify Client for claims arising from Search Firm's negligent misrepresentation of candidate information.

9. TERMINATION

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice. Termination shall not affect Client's obligation to pay fees for candidates hired prior to termination or for services rendered prior to termination, including the non-refundable retainer.

10. NOTICES

Client Notice Address Search Firm Notice Address

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of . The parties agree to attempt good faith mediation prior to pursuing litigation; venue for any judicial action shall be the courts located in the agreed jurisdiction.

12. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in effect.

SCHEDULE A — CANDIDATE SUBMISSION FORM

Complete this form for each candidate submitted by Search Firm to Client. Search Firm confirms candidate has authorized disclosure of the information below to Client for recruitment purposes.

Candidate Full Name Candidate Contact Candidate Address Position Applied For

EMPLOYMENT HISTORY (1)

Employer Name Title Dates Employed (From / To)

From: To:

Primary Responsibilities Reason for Leaving

EMPLOYMENT HISTORY (2)

Employer Name Title Dates Employed (From / To)

From: To:

Primary Responsibilities Reason for Leaving

EDUCATION

Highest Degree Institution Graduation Date

REFERENCES (3)

Reference 1 - Name / Phone / Email / Relationship Reference 2 - Name / Phone / Email / Relationship Reference 3 - Name / Phone / Email / Relationship

APPLICANT CERTIFICATION & AUTHORIZATION

By submitting this Candidate Submission Form, the candidate certifies that the information provided is true and complete to the best of their knowledge and authorizes Search Firm and Client to contact prior employers and listed references and to obtain background information as permitted by law.

Candidate consents to background check and reference verification: Yes

Equal Employment Opportunity: Client represents and warrants that all hiring decisions will be made in accordance with applicable equal opportunity laws and that Client does not discriminate on the basis of protected characteristics.

AUTHORIZATION TO CONTACT PREVIOUS EMPLOYERS

Candidate authorizes Search Firm and Client to contact prior employers for employment verification. Candidate agrees to hold harmless any party providing truthful employment information.

Client Name:

By:

Date:

Search Firm Name:

By:

Date:

What a Retained Search Agreement Is and how it works

A Retained Search Agreement is a written engagement between an employer (client) and an executive search firm or recruiter that secures dedicated recruiting resources for a specified search. The client typically pays a nonrefundable retainer or advance fee to initiate the search, the firm accepts an exclusive assignment, and both parties agree the scope, timeline, deliverables, and fee structure. The agreement usually includes a replacement guarantee, candidate confidentiality, intellectual property and data-handling terms, and termination rights. It functions as an enforceable contract allocating responsibilities and payment milestones during the search lifecycle.

Why organizations use a Retained Search Agreement

A retained agreement provides priority attention from a search firm, clearer timelines, and predictable resource allocation. It aligns expectations on deliverables, confidentiality, and fees and typically includes candidate replacement language and success milestones for senior or hard-to-fill roles.

Who typically signs and benefits from this agreement

The agreement formalizes the relationship so both client and firm understand fees, exclusivity, deliverables, and post-placement obligations.

Corporate hiring teams and CHROs seeking senior leadership placement in-house or across divisions
Small and mid-market companies that need prioritized search support for critical hires
Law firms and in-house legal departments retaining recruiters for partner or senior counsel searches

Step-by-step: Completing a Retained Search Agreement

Follow these core steps to complete and execute the agreement accurately and consistently.

01

Sign: Execute the agreement by authorized representative signatures.
02

Pay Retainer: Submit the agreed retainer amount as specified in the fee clause.
03

Provide Role Profile: Deliver job specifications, reporting structure, and compensation details.
04

Receive Shortlist: Firm delivers candidates per the agreed timeline and process.

Common questions and practical answers

Answers address typical execution, enforcement, and operational questions encountered when using retained search agreements.

Need help? Contact support

What happens if a placed candidate leaves early?
Most agreements include a replacement guarantee window and conditions. Confirm whether replacement is limited to similar roles, whether pro rata refunds apply, and any exclusions for voluntary departures or reductions in force.
Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in applicable states, provided intent, consent, attribution, and retention requirements are met.
What if the fee terms are ambiguous?
Ambiguity can lead to disputes and payment delays. Clarify triggers, percentages, expense reimbursement, and tax treatment before signing; consider attorney review for complex fee constructs.
How do you terminate or cancel the agreement?
Termination clauses should specify notice period, refund rules for retainer, and outstanding obligations. Follow the contract's termination section and document communications in writing.
Are confidentiality and candidate data provisions required?
Include confidentiality, non-solicit, and data-handling terms. If candidate health or protected data is exchanged, add HIPAA-compliant safeguards and execute a BAA where applicable.
Who pays taxes or withholds on fees?
Typically the search firm is responsible for its own tax obligations. Specify any gross-up, withholding, or reporting responsibilities and request appropriate tax forms (W-9) before payment.

Core clauses every Retained Search Agreement should include

Include explicit, measurable clauses to avoid misunderstandings about services, fees, timelines, and post-placement remedies.

Exclusive Engagement

State whether the search is exclusive, the geographic or role limitations, and whether the client may engage other firms concurrently.

Retainer Terms

Describe retainer amount, payment timing, whether refundable or credited, and handling of out-of-pocket expenses.

Scope of Search

Define role responsibilities, target industries, candidate level, required clearances, and deliverable milestones like shortlist dates.

Fee and Payment Triggers

Specify final fee calculation, payment timing (e.g., upon offer acceptance or start date), and consequences for late payment.

Replacement Guarantee

Set the length of guarantee, conditions for replacement, and any prorations, exclusions, or candidate return-to-work terms.

Termination and Remedies

Include notice requirements, refund mechanics for unused retainer portions, and dispute resolution mechanism (mediation/arbitration).

Security and compliance items to include or verify

Encryption in transit: TLS 1.2/1.3, AES-256 at rest

Audit trail: Time-stamped signing events and IP logs

HIPAA readiness: BAA required if PHI is handled

Access controls: Role-based permissions and MFA

Data residency: Specify storage region when required

Retention policy: Document retention and deletion rules

Common risks and legal consequences to watch for

Confidentiality breach: Potential injunctions and damages

Ambiguous fees: Payment disputes and collection costs

Improper signing: Challenge to enforceability

Nonpayment: Interest, collection, or legal fees

Background-check failures: Placement rescinds or liability

Worker misclassification: Tax and labor liabilities

Frequent preparation errors and how they cause delays

Vague role descriptions that produce mismatched candidates and extend search timelines unnecessarily, increasing cost and administrative burden.
Unclear payment triggers where retainer application or refund conditions are omitted, leading to disputes and delayed payments between parties.
Missing signatory authority where the signer lacks corporate authority, potentially rendering the agreement unenforceable and delaying onboarding.
Failure to document candidate confidentiality and data protections, which can expose both parties to privacy and compliance risk.

Typical flow from engagement to placement

This sequence outlines the practical routing and decision points for a standard retained search engagement.

Upload Agreement: Archive the signed document in a secure system.
Add Signers: Include authorized client and firm signatories.
Collect Signatures: Use eSignature for rapid execution and audit trail.
Store Executed Copy: Maintain signed PDF and metadata for compliance.

Field	Configuration
Signers	Client hiring manager \| Recruiting firm authorized rep
Retainer Due	On signing \| Payment method specified
Authentication	Email link or SMS code verification
Replacement Window	Specify days after start for guarantee

Digital signing and integration considerations

Confirm the platform supports your compliance needs (e.g., BAAs for HIPAA, 21 CFR Part 11 if required) and secure long-term storage.

Document formats: PDF, Word DOCX supported
Integrations: CRM and storage integrations available
Authentication: Email, SMS, or advanced methods

Key deadlines commonly specified in retained agreements

Define milestone dates clearly to manage expectations and fee triggers across the search timeline.

Engagement Effective Date:

The date the agreement begins and retainer becomes due

Search Start:

Firm begins sourcing and outreach upon receipt of retainer

Candidate Shortlist:

Firm provides initial shortlist by the agreed milestone

Offer Acceptance:

Payment triggers often tied to offer acceptance or start date

Replacement Deadline:

Specify days after start when substitutions are eligible

eSignature vendor pricing and capability snapshot

Compare basic pricing and key capability flags for common eSignature vendors; signNow is listed first per standard comparison practice.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Varies by plan	Varies by plan	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

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