Recruiting Agreement Policy

Effective Date: April 10, 2016

Unless otherwise agreed to in writing signed by both Client and Agent, the terms and conditions of the Recruiting Contract are as set forth in this Recruiting Agreement Policy.  Client and Agent may not agree to any other terms and conditions that affect the rights or responsibilities of Relode as described herein.  Capitalized terms used herein but not otherwise defined will have the definitions provided in the Terms of Use.

Terms

The term of the Recruiting Contract (the “Term”) will begin on the date that the Client accepts the Recruiting Contract.

A Recruiting Contract may include a fee (a “Retainer Fee”) to start the agreement.  This fee is non-refundable. 

Upon engagement of a candidate referred to Client directly or indirectly through the Recruiting Contract’s efforts, Client agrees to pay a placement fee (a “Success Fee”).  The Success Fee, specified in the Recruiting Contract, will be either: (i) a fixed fee or (ii) a percentage of the candidate’s first year base compensation.     

This Recruiting Contract’s terms and fees shall apply to the engagement in any position with the Client by a candidate referred to Client directly or indirectly through the Recruiting Contract’s efforts for up to twelve (12) months after the Term date.

Agent Responsibilities

Agent will perform all work related to Recruiting Contract in a professional and workmanlike manner and will timely deliver any agreed-upon data.

Agent will find, screen, and submit qualified candidates for the Recruiting Contract using the Relode Platform. 

Agent acknowledges all work performed by Agent is on a “work for hire” basis. 

Agent will cooperate fully with Client, both during and after the term of the Recruiting Contract, with respect to any submitted candidates.

Client Responsibilities

If desired by Agent, Client agrees to an initial orientation meeting facilitated by Relode within three (3) business days of the Term date. 

Client agrees to respond within five (5) business days regarding Agent questions or feedback on submitted candidates for the Recruiting Contract.

Exclusive Search

A Recruiting Contract may include an exclusive search provision.  If specified, the Client agrees to use no other third-party agencies, firms, or services for the period specified in the Recruiting Contract as calculated from the Term date. 

Employment Guarantee

A Recruiting Contract may contain an employment guarantee such that if an engaged candidate resigns or is otherwise terminated for any reason except layoff, reduction in staff, reorganization, or transfer of company ownership within the Recruiting Contract’s specific guarantee period, the Agent will endeavor to replace the Candidate at no additional cost to Client. If a satisfactory replacement cannot be identified, Relode shall provide a pro-rated refund based on the following schedule:

First half of guarantee period: 100% refund of Success Fee

Second half of guarantee period: 50% refund of Success Fee

Client Payments and Billing

Client will pay Relode the agreed-upon Service Charge for the approved Recruiting Contract in accordance with Section 3 of the Terms of Use. 

Client will pay Relode the Retainer fee portion of the Service Charge, if specified in the Recruiting Contract, on the Term date of the Recruiting Contract.

Client will pay Relode the Success Fee portion of the Service Charge on the engaged candidate’s first day of employment.

All payments are due within fifteen (15) business days or as mutually agreed upon by Relode and Client. 

If payments are not received within thirty (30) days of their due date, a late fee penalty of five (5%) percent of the invoice amount will be automatically assessed. 

Agent Payments

Relode will pay the Agent an amount equal to the applicable Service Charge after deducting the Transaction Fee upon achievement of Employment Guarantee milestones and payment is received from Client.

Termination of a Recruiting Contract

Client may terminate at any time but may not recover any payments already made. Agent may terminate the Recruiting Contract at any time if no payment by Client has been made. If a payment has been made on a Contract, Agent may terminate only with Client’s prior written consent.

Worker Classification

The intent is that Agents will be properly classified as independent contractors of Client and Client agrees (a) that Client does not in any way supervise, direct, or control Agentʼs work, (b) that Client does not, in any way, supervise, direct, or control Agentʼs work hours and location of work, and (c) Client does not provide Agent with training or equipment needed for any Recruiting Contract. Notwithstanding the foregoing, Client assumes all liability for proper classification of Agents as independent contractors or employees based on applicable legal guidelines.

This Agreement does not create a partnership or agency relationship between Client and Agent. Agent does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Agent acknowledges that Relode does not, in any way, supervise, direct, or control Agentʼs work or Services performed in any manner. Relode does not set Agentʼs work hours and location of work. Relode will not provide Agent with training or equipment needed for any Recruiting Contract. Relode will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Agent will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Agentʼs performance of Services.

Client may not require an exclusive relationship between Client and Agent. Agent, as an independent contractor, is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client.

Audit Rights

Client and Agent each will (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Recruiting Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Relode upon request. Relode, or Relodeʼs advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Agentʼs operations and records to confirm compliance. Nothing in this provision should be construed as providing Relode with the right or obligation to supervise or monitor the actual Services performed by Agent.

Third Party Beneficiary

Relode is hereby named as a third party beneficiary of each Recruiting Contract. Clients and Agents understand and agree that Relode is an intended third party beneficiary of each Recruiting Contract and that Relode, as intended third party beneficiary of each Recruiting Contract, has the right to directly enforce all rights and obligations under the Recruiting Contract.

General

All Recruiting Contracts will be governed by the minimum terms and conditions of this Recruiting Agreement Policy.

Entire Agreement

The terms and conditions set forth in this Recruiting Agreement Policy and any additional or different terms expressly agreed by Client and Agent will constitute the entire agreement and understanding of Client and Agent with respect to each Recruiting Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.