THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………


1.XXX LLC, with an address at _________________hereinafter referred to as (“Recruiter”)


  1. XXX, with an address at _________________ hereinafter referred to as (“Client”)


WHEREAS, The parties, XXX  LLC (Recruiter) and XXX Enterprises Inc (Client), wish to enter into an agreement for the recruitment of skilled labor in the specified field.

WHEREAS, Client appoints Recruiter as its exclusive Recruiter to provide suitable candidates for employment opportunities.

WHEREAS, both parties acknowledge the importance of confidentiality and agree to maintain the confidentiality of information exchanged during the recruitment process.

WHEREAS, Recruiter agrees to provide Client with “Presented Candidates” based on the information received and any CVs or contact details forwarded for inclusion in the search process. Client agrees that engagement with a Presented Candidate introduced by Recruiter supersedes any prior contact with that candidate.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

  1. TERM:

The term of this Agreement commences on the Effective Date and expires after ____________ months/years.

  2. i) The Recruiter will provide Client with “Presented Candidates” upon receipt of the following information from Client for each request it makes of Recruiter to perform its services.
  3. ii) Client appoints Recruiter as its exclusive Recruiter to recruit skilled labor in the specified field on the terms of this Agreement, and Recruiter accepts the appointment on these terms.

iii) In order for Recruiter to conduct a full and professional search, Client agrees that any and all CVs, names, and contact details received from other sources will be forwarded to Recruiter for inclusion in the search process. Engagement of a Presented Candidate following an introduction by Recruiter for a current or future opening supersedes any prior contact with or knowledge of that Presented Candidate by Client, and therefore the fees set out below shall remain payable.

  1. iv) Information on Presented Candidates, including names and contact details, is provided by Recruiter on a strictly confidential basis and should not be disclosed to a third party without the prior written consent of Recruiter. In the event that Client acts in breach of this clause, and the Presented Candidate is subsequently engaged by a third party within three (3) months of the said breach by Client, then the Client shall indemnify Recruiter as to its losses and shall pay to Recruiter a fee. In the event that Client breaches this clause, it shall notify Recruiter in writing within fourteen (14) days of the date of the discovery of its breach.

Recruiter will carry out the following actions in search for suitable candidates:

(a) Define the position

(b) Determine the search strategy

(c) Execute the stipulated search phases

(d) Pre-select by application documents and defined assessment frame

(e) Conduct evaluation interviews, which entail a structured and an unstructured part as well as a professional evaluation of candidates;

(f) Introduce potential candidates for direct interviews with Client

(g) Careful review and precise analysis of the suitability of a candidate to fulfill the anticipated role.

(h) Candidate Interviews – Following the analysis and pre-selection, Recruiter shall invite all relevant candidates to a personal (face-to-face/Skype) meeting. The interview will include the following benchmarks:

  • Professional training
  • Occupational development and experience
  • Personal background
  • Personality traits
  • Motivation for a change
  • Requirements of the prospective job
  • Compliance with the required profile.

(i) Presentation of Candidates. At the successful conclusion of the personal interview sessions, candidate files will be compiled and forwarded to Client. Subsequently, discussion will be held between Client and Recruiter about profiles of the pre-selected candidates. Recruiter will present its recommendations for the selection.

**Recruiter services, in no event, replace the thorough examination of the Presented Candidate by Client.

(j) Independent Contractor Status: The Recruiter acknowledges that they are working as an independent contractor (1099) for both XXX Recruitment Firm and Aijalon.

Wallace XXX  LLC. As an independent contractor, the Recruiter shall be responsible for all tax withholdings and shall comply with all relevant laws and regulations pertaining to their status as an independent contractor.


The Client shall be responsible for:

(a) The selection of the Presented Candidate;

(b) Performance of the duties transferred to Presented Candidate;

(c) Obtaining all employment, residency, or other permits;

(d) Carrying out all of the duties that are assigned to the new co-worker in the course of his employment.


“Previous knowledge” shall mean the ability of a client to demonstrate that Client already had prior contact with the Presented Candidate at least 3 months before the presentation of the Candidate’s resume. In the event the Client claims previous knowledge, the client shall notify the Recruiter at least 3 days after the Candidate’s resume has been presented to the Client. If the Client can prove previous knowledge, no fee shall be given to the Recruiter.


The Client agrees to pay the agreed recruitment fee when the financing is raised. Payment shall be made within 30-90 days of the Candidate starting.

(a) The Client – The Client agrees to pay the Recruiter a commission of 50% of the total amount of placement fee (“Commission”) received from each successful candidate placement made through XXX, and 50% Deals. Additionally, The Client agrees to pay a 50% commission for all other deals facilitated by the Recruiter on behalf of The Client.

(b) The Recruiter – For every course sale made by The Recruiter, The Client shall pay a commission of 10% of the total course sale amount.

Commission Payment and Upfront Cost Debt: The Client agrees that any commission payments owed to the Recruiter for successful placements shall not be disbursed until any upfront cost debt owed to the Recruiter has been fully paid.


Both Client and Recruiter are Equal Opportunity Employers, and each of the parties’ endeavors to recruit, hire, and engage employees, independent contractors, and applicants for employment without regard to race, color, religion, age, sex, marital status, sexual preference, national origin, physical or mental disability, or veteran status.


Recruiter agrees to a Full Payment Refund or one-time candidate replacement of a Presented Candidate within 30 days of the Candidate working with the Client in the event of:

  1. i) Termination for cause by the Client or;
  2. ii) Termination of the employment by the Presented candidate for any reason.

The guarantee is limited to the reasons given above. Any other reason such as economic reasons, downsizing, or lack of work shall not enjoy the guarantee. Notification of the termination should be given within 14 days of the termination.


Recruiter is an Independent Contractor (1099) for both XXX Group LLC., and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners, or joint venture. Recruiter will be responsible for all tax withholdings.


Confidential Information” means (i) any information regarding Client’s current employees, staffing needs, or employment policies, (ii) any information concerning the existing or future products of Client; (iii) the terms of this Agreement, (iv) any software, documentation, materials, or information provided to Recruiter by Client in order to assist Recruiter in performing the services; and (v) any additional designated in writing as “confidential” by Client. Confidential Information will not include, however, any information described above to the extent any of the following may be included therein: (1) information that becomes known to the general public without breach of the nondisclosure obligations of this Agreement; (2) information that is obtained from a third party or independently developed without breach of a nondisclosure obligation and without restriction on disclosure; and (3) information that is required to be disclosed in connection with any suit, action, or other dispute related to this Agreement.

  1. a) Recruiter agrees to hold in confidence, and not to use except as expressly authorized in this Agreement, all Confidential Information and to use reasonable care to prevent the unauthorized disclosure or use of the other party’s Confidential Information, both during and after the term of this Agreement.
  2. b) The mutual duty of confidentiality applies to any information about Recruiter or Client that is not publicly available and is exchanged between Client and Recruiter in the course of performing this Agreement.

Client acknowledges that both parties are separate data controllers for the personal data processed under this Agreement. For the avoidance of doubt, the Parties do not wish to establish a joint controller relationship in relation to the services provided under this Agreement. Each Party commits to comply with all applicable privacy and data protection laws. Any personal data provided by Recruiter to Client will only be used for the limited purposes as described in this Agreement and in accordance with the aforementioned laws and regulations. Parties shall not knowingly perform their obligations under this Agreement in such a way as to cause the other party to breach any of its obligations under applicable data protection legislation.


Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party at any time, thereafter the Client’s only remaining obligation hereunder shall be to pay Recruiter compensation and/or reimbursement expenses, as applicable then due and accrued but not yet paid from performed services.


Each party agrees to indemnify and hold the other harmless with respect to any and all losses, damages, or expenses (including reasonable attorney’s fees) which either party shall sustain as a result of the other’s negligent acts, errors, or omissions in carrying out the responsibilities in this Agreement. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such indemnification claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party’s sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to settle any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation, or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its counsel, and at its expense.


Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in Michigan.


This Agreement will be governed by and interpreted under the laws of the State of XXX


During the term of this agreement and for a period of _______years after termination, Recruiter shall not contact, nor shall Recruiter cause to be contacted for purposes of recruiting, any current or prospective employee of Client.


This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, understandings, or agreements, whether written or oral.


The provisions of the Presentation, Confidentiality sections above shall survive the expiration or termination of this Agreement.


This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by or on behalf of:


RECRUITER                                                             CLIENT

NAME:                                                                      NAME:

XXX LLC               XXX

SIGNATURE:                                                              SIGNATURE:

_____________________________________              _________________________

DATE:                                                                      DATE:

_____________________________________                _________________________




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