This agreement sets the terms on which a recruiting firm introduces candidates to a client on a contingency basis: the client owes a fee only when it hires a candidate the recruiter introduced. Sign it once and it governs every search the parties open under it.

1. Parties and engagement

Client company name (the "Client") engages Recruiter firm name (the "Recruiter") to identify, screen, and introduce candidates for the following role or scope of roles: Covered roles or scope.

1. The engagement is non-exclusive. The Client may fill roles through any other channel without owing a fee, and the Recruiter may serve other clients.
2. This agreement takes effect on Effective date and applies to every introduction made while it is in force.

2. Introductions and candidate ownership

1. An "introduction" occurs when the Recruiter sends the Client a candidate's resume or profile and the Client accepts the submission for review.
2. Each introduced candidate remains attributed to the Recruiter for Candidate ownership period from the date of introduction (the "ownership period").
3. No attribution arises if the Client shows that it was already in an active process with the candidate through another source when the introduction arrived, and says so in writing within five business days of receiving it.

3. Placement fee

1. If the Client or any affiliate hires an introduced candidate within the ownership period — in any role, as an employee or a contractor — the Client owes the Recruiter a fee of Fee percentage of the candidate's first-year base compensation.
2. The fee becomes due on the candidate's start date. The Recruiter will invoice on or after that date, and payment is due within Payment terms of the invoice date.
3. No fee is owed for candidates the Client declines and does not hire, or for candidates hired after the ownership period ends.

4. Guarantee and replacement

1. If a placed candidate resigns or is dismissed for cause within Guarantee period of the start date, and the Client's account is in good standing, the Recruiter will run one replacement search for the same role at no additional fee.
2. The guarantee does not apply if the departure results from a material change to the role, a layoff or restructuring, or the Client's failure to pay the placement fee when due.
3. Any alternative remedy the parties choose instead of a replacement search (for example, a partial refund schedule) is recorded here: Alternative remedy.

5. Client obligations

1. The Client will provide accurate role requirements, timely interview feedback, and prompt notice when it extends an offer to or hires an introduced candidate.
2. The Client will not circumvent this agreement by hiring an introduced candidate through an affiliate, agency, or other intermediary during the ownership period; any such hire triggers the fee in section 3.

6. Confidentiality

Each party will use the other's non-public information — candidate data, compensation details, business terms — only to perform this agreement and will protect it with reasonable care. Candidate personal data is processed in line with applicable data protection law and shared only as needed for the search.

7. Term and termination

Either party may end this agreement with thirty days' written notice. Termination does not affect fees for candidates already introduced: the ownership period, the fee, and the guarantee survive for those introductions.

8. General

1. The parties are independent contractors; nothing in this agreement creates an employment, agency, or partnership relationship.
2. This document is the entire agreement on its subject and replaces prior discussions. Changes must be in writing and signed by both parties.
3. This agreement is governed by the law of Governing law jurisdiction.

Signatures

For the Client: ✍ Client signature Date: Client signature date

For the Recruiter: ✍ Recruiter signature Date: Recruiter signature date