RECRUITMENT AGREEMENT

This Recruitment Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns), and

[INSERT NAME OF THE RECRUITER], having registered office at [INSERT ADDRESS OF THE RECRUITER] (hereinafter referred to as the “Recruiter” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Client” and the “Recruiter” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Client is engaged in the business of [INSERT BRIEF DESCRIPTION OF BUSINESS].
2. The Client desires to obtain the services of Recruiter to provide potential candidates (hereinafter referred to as” Candidates”) for employment opportunities within the Client’s Company.
3. The Client and Recruiter mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. ”Agreement” shall mean this Recruitment Agreement”.
   2. “Client” shall mean an individual or entity engaged in the business of [INSERT DESCRIPTION OF BUSINESS].
   3. “Recruiter” shall mean an individual or entity engaged in providing recruitment services as specified in this agreement.
   4. “Candidate” shall mean an individual identified and presented by recruiter to Client as a potential candidate for employment.
   5. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. TERM
   1. The Client and the Recruiter agree that present Agreement shall be in force unless terminated by either of the parties in accordance to clause 10 of this Agreement.
3. SCOPE OF SERVICES
   1. The Recruiter agrees to provide the recruitment services to the client for the purpose of hiring potential candidates for the Client’s Company.
   2. The Recruiter shall provide the following recruitment services;
      1. Identification and sourcing of potential candidates for employment positions as specified by the Client.
      2. Proper screening of the eligible candidates.
      3. Facilitating and scheduling the interviews between Client and selected candidates.
      4. Providing regular updates and reports to clients on the progress of the recruitment process.
      5. [INSERT ANY OTHER ADDITIONAL RECRUITMENT SERVICES]
   3. The Recruiter shall complete the recruitment services and deliver the required services according to the timeline as agreed upon by both the parties.
4. PAYMENT
   1. The Client shall pay a maximum total of [INSERT TOTAL AMOUNT PAYABLE TO RECRUITER] plus any other taxes imposed by any federal, state or local government and any other amounts owed under this Agreement to the Recruiter after the completion of the recruitment process.
   2.  All payments made to the Recruiter under this Agreement must be in [INSERT FIAT CURRENCY].
5. ROLES AND RESPONSIILITIES
   1. The Recruiter shall diligently and professionally in good faith perform the services as mentioned in this agreement.
   2. The Recruiter shall exercise due-care and skill in executing the tasks and perform adhere to industry best practices. The Recruiter shall be available to offer consultation and support to address any related inquiries or concerns raised by the Client during the term of this agreement and for a period of [INSERT THE NUMBER OF MONTHS DURING WHICH CONSULTATION AND SUPPORT WILL BE PROVIDED] after the completion of such services.
   3. The Recruiter shall keep a record of all the services performed and provide such documentation to the Client upon request.
   4. Recruiter acknowledges that Client shall not be liable for any damages, losses or expenses incurred by the Recruiter in connection with the services provided under this agreement.
   5. The Recruiter shall not disclose any confidential information of the Client to any third-party without the prior permission of the Client.
6. REPLACEMENTOF CANDIDATE
   1. The Recruiter agrees to provide a replacement candidate at no additional cost if the hired candidate leaves the position within [INSERT TIMEFRAME WITHIN WHICH THE HIRED CANDIDATE MAY LEAVE THE POSITION] of their start date, subject to the same recruitment criteria.
7. CLIENT’S OBLIGATION
   1. The Client shall provide timely payments to the Recruiter for the services as per the agreed terms and conditions.
   2.  The Client shall provide constructive feedback on the Recruiter’s performance and deliverables, facilitating any necessary adjustments or improvements. If the Client wishes to modify the Scope of Work or the Services, the Client shall discuss such changes with the Recruiter and agree on the appropriate adjustments to the timeline and compensation.
8. REPRESNTATION AND WARRANTIES
   1. Both Client and Recruiter represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. Recruiter represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry.
9. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
10. DEFAULTS, REMEDIES AND TERMINATION
    1. Events of Default: Each of the following shall constitute an Event of Default under this Agreement:
       1. Material Breach- Either the Client or Recruiter shall fail in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of, the terms and conditions of this Agreement.
       2. Material Misrepresentation- Any representation made by either the Client or Recruiter hereunder shall be false or incorrect in any material respect when made, or is false in any material respect at any point in time if the representation is one to which Recruiter has a continuing duty to make.
       3. Bankruptcy- Either the Client or Recruiter shall: (a) apply for or consent to the appointment of a trustee, receiver, liquidator, custodian, or the like for itself or its properties, or same is sought without Recruiter’s consent in any case or proceeding; (b) be unable, or admit in writing the inability, to pay its debts as they mature, or liquidation, reorganization of its debts, dissolution, or winding-up, or the composition or readjustment of its debts, is sought without Recruiter’s consent in any case or proceeding; (c) make a general assignment for the benefit of its creditors; (d) commence a voluntary case, or have an involuntary case commenced against it under applicable legal requirement, or file a petition, answer, or consent seeking reorganization; or (e) take any action for the purpose of effecting, or acquiescing in or to, any of the foregoing
    2. Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have fifteen (15) days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such fifteen (15) day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure.
    3. Termination for Default: Either Party shall have the right to immediately terminate this Agreement for an Event of Default as defined above. If the required notice under was given for an Event of Default as defined in Section 10(10.1) and 10(10.2) and the Event of Default is not cured by the expiration of the corresponding period for cure provided above, the Party not in default, by notice in writing to the defaulting Party, may, in addition to any other rights and remedies available to it under this Agreement, terminate this Agreement upon at least thirty (30) days prior written notice to the defaulting Party. Upon termination of this Agreement, all rights and obligations hereunder shall terminate, and neither Party shall have any further obligation or liability hereunder to the other Party, except for liabilities that are incurred prior to or upon termination and any other rights, obligations, or liabilities that which, by their nature, are intended to survive termination of the Agreement.
    4. Termination for No Default: Either party may forthwith terminate this agreement with thirty (30) days prior written notice to the other.
11. NON-DISCLOSURE
    1. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party(Client), the Receiving Party(Recruiter) shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
12. DISPARAGEMENT
    1. The Recruiter and the Client mutually agree that either party will not, directly or indirectly, disparage or talk negatively about the other party or any of its affiliates to any person or entity (including without limitation to any former, existing, or prospective clients or Recruiters or any person or entity with whom any such other party does business) and will not, directly or indirectly, make or ratify any public statement, oral or written, that disparages or talks negatively about any such other party or any of its affiliates.
    2. Notwithstanding the foregoing, nothing in this Section shall prevent any person or entity from:
       1. responding publicly to any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement or
       2. making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information.
       3. The parties agree and acknowledge that each of the covenants set forth in this Section are separate, distinct, and independent of each other. Furthermore, if it is finally determined that any covenant in this Section is unenforceable or invalid in any respect under applicable law, it is the express intention of all of the parties that such covenant should be modified or amended to render it enforceable to the maximum extent permitted by applicable law.
13. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS]
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Donor and Recipient. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IF THE NEGOTIATIONS ARE UNSUCCESSFUL BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws.  The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
16. ELECTRONIC SIGNATURES:
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.
17. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
18. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, or documents, cause such meetings to be held, and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF THE CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CLIENT]

Signed, sealed and delivered on behalf of Recruiter

Name: [INSERT NAME OF THE RECRUITER/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF RECRUITER]