This agreement engages a search firm on a retained basis for a defined executive or specialist search. The client pays staged installments in exchange for a dedicated, exclusive search with committed deliverables, rather than a fee contingent only on a hire.

1. Parties and the search

Client company name (the "Client") retains Search firm name (the "Firm") to conduct an exclusive search for the position of Position title, starting on Search start date.

2. Exclusivity

1. During the search, the Client will not engage another agency for this position and will refer candidates from any source — including direct applicants and internal referrals — to the Firm for assessment within the same process.
2. If the Client hires any candidate for the position while this agreement is in force, from whatever source, the full fee in section 4 is payable. This reflects that the Firm's work covers the whole process, not one introduction.

3. Deliverables and shortlist commitment

1. The Firm will agree on a written role and candidate profile with the Client before outreach begins.
2. The Firm will present a qualified shortlist of at least Shortlist size candidates within Shortlist delivery target of the start date, each with an assessment summary covering experience, motivation, and compensation expectations.
3. The Firm will provide a progress update at an agreed cadence and will manage scheduling, feedback collection, referencing, and offer coordination through to acceptance.

4. Fees and payment schedule

1. The total fee for the search is Total search fee, payable in three installments: an initial retainer of Initial retainer amount on signing; a second installment of Shortlist installment amount on delivery of the shortlist; and a final installment of Completion installment amount when the selected candidate accepts an offer.
2. If the total fee is expressed as a percentage of the hired candidate's first-year compensation, the final installment is adjusted so the total equals that percentage once compensation is known.
3. Invoices are payable within Payment terms of the invoice date. Pre-approved, documented expenses (travel, assessment tools) are billed at cost.

5. Replacement guarantee

1. If the placed candidate resigns or is dismissed for cause within Guarantee period of the start date, the Firm will repeat the search for the same position once, at no additional fee beyond documented expenses.
2. The guarantee requires that all installments were paid when due and does not apply where the departure results from a material change to the role, restructuring, or relocation demands not disclosed during the search.

6. Cooperation and information

The Client will give the Firm timely access to the hiring manager and stakeholders, respond to shortlist and interview requests within agreed windows, and share accurate compensation parameters. Delays caused by the Client extend the delivery targets in section 3 accordingly.

7. Confidentiality and candidate data

Each party will keep the other's non-public information confidential, including the existence of the search where the Client requests discretion. Candidate personal data is processed only for this search, in line with applicable data protection law, and is not reused by the Client for unrelated purposes.

8. Term and termination

1. Either party may terminate with fourteen days' written notice. On termination by the Client for convenience, installments already invoiced or due remain payable and the initial retainer is non-refundable.
2. If the Client hires a candidate presented during the search within Post-termination protection period after termination, the full fee becomes payable, less installments already paid.

9. General

1. The parties are independent contractors. Neither may assign this agreement without the other's written consent.
2. This is the entire agreement for this search; 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 Firm: ✍ Firm signature Date: Firm signature date