Placement Agreement

(Insert your Agency name), (hereinafter “AGENCY”) is hereby entering into a direct placement
agreement with (Insert your client’s name) (hereinafter, “CLIENT”) agree to the terms and conditions
set forth in this agreement. It is understood that the agency will be providing candidates, for purposes of
hiring by the client, based on specific requirements, given to the agency prior to the start of the search.
General Terms
The agency will provide direct hire recruitment services, at the request of the client. The agency will
refer candidates for hire to the client by providing resumes or candidate profiles.
In the event that a candidate that has been submitted to the client is acceptable, the client must notify
the agency in a reasonable time frame of their interest in said candidate. All interaction, communication,
correspondence, contact or request for further action will be made by the agency at this point.
The client will not directly contact any submitted candidates prior to notifying the agency of an intent to
hire (ie: an offer letter including pay rate and tentative start date)
Both the agency and the client agree that the exchange of information about referred candidates will
not violate any relevant Equal Employment Opportunity and/or The Americans with Disabilities Act.
Both parties acknowledge that each is making decisions without regard for an individual’s race, color,
religion, sex, age, national origin, ancestry, citizenship, veteran status, marital status, physical or mental
disability or any other protected statuses. Both parties agree to provide services accordingly under the
terms of this agreement.
Direct Placement:
Permanent/Direct Hire: For candidates sourced by the agency and presented directly to the client, any
such candidate, if hired within a period of 12 months from initial presentation, will be considered
billable to the agency.
It should also be known that any candidate sourced by the agency and presented to the client, first,
either orally or through digital communications etc, will be understood to be “engaged with the agency”
and therefore billable, if hired by the client.
Temporary Placement:
Contract/Temporary: The agency may engage in providing temporary Candidates, if requested by the
client and will be billed at an agreed upon rate hourly bill rate. Hours worked will be based on
completed timesheets that the client will sign and provide to the agency. All hours worked in the week
that are above 40 hours will be paid and billed 1.5x the normal rate per state and federal overtime laws.
Temp to Perm Conversion: Should the client decide to hire any of the temporary Candidates as a
permanent Candidates, a conversion fee will be invoiced. The fee will be based on the remaining time on
a set contract or otherwise negotiated between the agency and client.

Time Record for Temporary Candidates: Client agrees that the representative who verifies the hours
worked or signs the timesheet is authorized to do so.
Confidential information
The Agency shall both during and after the arrangements contemplated by this Agreement have
terminated:
a) keep confidential the terms of this Agreement and all information, whether in written or any
other form, which has been disclosed to it by or on behalf of any other party which by its nature
ought to be regarded as confidential (including, without limitation, any business information in
respect of any other party which is not directly applicable or relevant to the transactions
contemplated by this Agreement); and
b) procure that its officers, Candidates, Assigned Candidates and representatives and those of its
subsidiary companies keep secret and treat as confidential all such documentation and
information.
Guarantee Period: The agency provides a 30-day guarantee period for each candidate hired by the
client. This means that the agency will replace a candidate up to a maximum of 1 replacement, if
necessary, (see related qualifying terms)
The guarantee becomes null and void if the client does not provide payment promptly on the due date
of the invoice per payment terms (see payment terms). This means that the agency will not guarantee
any candidate if the client does not make payment upon the invoice due date. The guarantee applies
only under the condition that the Candidates voluntarily leaves their position, is fired for a specific
reason, but does not apply if the client is downsizing, laying off Candidatess or otherwise in financial
hardship. If termination is a result of a reduction in workforce, office closing, change in mission
statement, reorganizations, lack of funds, lay-off, acts of God, changes in the job description,
compensation or other related circumstances that are beyond the control of agency, the guarantee does
not apply.
Payment Terms: The client will be obligated to pay (insert your % fee) of the gross annual salary of any
hired candidate, sourced by the agency. This fee is based upon a 2,080-work year. This fee is to be
remitted via ACH bank transfer or mailed check to the agency within net 14 collection terms.

Indemnification. Client agrees to indemnify and hold harmless the Agency and its directors, officers and
employees from and against all taxes, losses, damages, liabilities, costs and expenses, including
attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any
negligent, reckless or intentionally wrongful act of Client or Client’s assistants, employees or agents; (ii)
any breach by the Client or Client’s assistants, employees or agents of any of the covenants contained in
this Agreement; (iii) any failure of Client to perform their duties in accordance with all applicable laws,
rules and regulations; or (iv) any violation or claimed violation of a third party’s rights resulting in whole
or in part from the Agency’s involvement under this Agreement.

Warranties, Liabilities and Indemnities

The Agency shall promptly notify the Client of:
a) any delays or problems from time to time in the provision of the Services of which the Agency
becomes aware;
b) any circumstances from time to time which may prevent the Agency from providing the Services
in accordance with this Agreement together with (where practicable) recommendations as to
how such circumstances can be avoided; and
The Client shall promptly report to the Agency any defects in the Agency’s performance of the Services
as soon as reasonably practicable after any such defect comes to the attention of the Client.
Where any defect in the provision of the Services is reported to the Agency by the Client or otherwise
comes to the attention of the Agency, the Agency shall, without limiting any other right or remedy of
the Client, use its reasonable endeavours to provide such further services as are necessary in order to
rectify the default as soon as is reasonably practicable.
The parties agree that the rights and benefits held and received by the Client through the Agency’s
Service under the Service Agreement shall only be enforceable by the Client through such Service and
upon the terms of this Agreement, and any liability in respect of any breach of such rights and benefits
shall be determined solely in accordance with the terms of this Agreement.
For the avoidance of doubt, the Agency’s obligations are owed solely and personally to the Client and
shall not extend to any assignee of any of the Client’s rights. The liability of the Agency shall be capped
to the amount of Service Fees received under this Agreement.
The Client will indemnify the Agency on first written demand against any or all liabilities incurred by the
Agency arising out of or as a result of acting as the service provider hereunder.
Neither Party shall be liable for any indirect or consequential loss howsoever caused, including but not
limited to, loss of anticipated profits, loss of contracts, goodwill, reputation and losses or expenses
resulting from third party claims.
The Client accepts that no warranty as to the suitability of the potential candidates can be given by the
Agency and, in particular, that the Agency cannot guarantee that a suitable candidate can always be
found to fit the role for the purpose/s specified by the Customer.
The Agency represents and warrants that the Assigned Candidates have the right to perform the services
under and pursuant to this Agreement.
The parties agree that the Client is responsible for conducting their own due diligence for each and
every candidate referred to by the Agency. The Agency shall not responsible for any damages regarding
the omission or commission of any referred to or provided by the Agency.

(Utilize your digital software signature tool to insert both your name, Agency name, your signature, the
date as well as the same for the client, side by side, below)

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