This master agreement sets the standing terms for an ongoing recruiting relationship. The parties sign it once; each individual search is then opened with a short schedule that defines the role, the fee, and any search-specific terms. Schedules inherit everything here, so new searches start in minutes instead of restarting negotiation.

1. Parties and structure

1. Client company name (the "Client") and Recruiter firm name (the "Recruiter") enter this agreement effective Effective date.
2. A "Schedule" is a written confirmation — signed or exchanged by email between authorized contacts — that opens a search and states at minimum: the role, the engagement model (contingency or retained), the fee, the candidate ownership period, and the guarantee period.
3. Each Schedule forms its own contract incorporating these terms. If a Schedule conflicts with this master agreement, the Schedule controls for that search only.

2. Services

For each Schedule, the Recruiter will identify, screen, and present candidates, coordinate interviews and feedback, and support offer negotiation through to acceptance. The Recruiter warrants that it has each candidate's authorization to present them and that services are performed with professional skill and care.

3. Fees, invoicing, and payment

1. Fees are set per Schedule. Unless a Schedule says otherwise, contingency fees become due on the candidate's start date and retained installments follow the milestones in the Schedule.
2. Invoices are payable within Payment terms of the invoice date. Late amounts accrue interest at Late interest rate, and disputed portions must be flagged in writing before the due date with the undisputed remainder paid on time.
3. Unless a Schedule says otherwise, candidate ownership defaults to Default ownership period from introduction, and the replacement guarantee defaults to Default guarantee period from the start date.

4. Non-circumvention

If the Client or an affiliate engages a candidate the Recruiter introduced under any Schedule — directly or through a third party — within that candidate's ownership period, the fee in the relevant Schedule is payable in full, whether or not the search was still open.

5. Confidentiality

1. Each party will use the other's confidential information only to perform this agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound to confidentiality.
2. Confidentiality obligations survive for Confidentiality survival period after this agreement ends, and do not apply to information that is public, independently developed, or lawfully received from others.

6. Data protection

Each party processes candidate personal data only for the searches under this agreement, in line with applicable data protection law. The Client uses candidate data solely to evaluate candidates for its roles, deletes it on request when a process ends, and reports any data incident affecting shared data without undue delay.

7. Liability

1. Neither party is liable for indirect or consequential loss. Each party's total liability under this agreement is capped at Liability cap, except for breaches of confidentiality, non-circumvention fees owed, or liability that cannot lawfully be limited.
2. Hiring decisions are the Client's alone; the Recruiter does not guarantee any candidate's performance beyond the guarantee mechanics in the applicable Schedule.

8. Term and termination

1. This agreement runs until either party ends it with thirty days' written notice. Open Schedules continue to their natural end unless separately terminated.
2. Sections 3 through 7 survive for introductions already made and amounts already accrued.

9. General

1. The parties are independent contractors. Neither may assign this agreement without the other's written consent, except to a successor in a merger or asset sale.
2. This agreement plus its Schedules is the entire agreement; amendments must be written and signed. It 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