TERMS AND CONDITIONS
FOR THE INTRODUCTION OF PERMANENT AND FIXED-TERM CANDIDATES
This Recruiting Agency Agreement (the “Agreement”) is by and between Goodman Masson, Inc. a
Delaware Corporation (“Goodman Masson”) and the party executing this Agreement as set forth
below (the “Client” and collectively, the “Parties” and individually, a “Party”).
1.1 Goodman Masson shall “Introduce” “Candidates” to the Client on the terms and conditions set
forth in this Agreement.
(a) For the purposes of this Agreement, “Introduce,” shall mean (i) the passing to the Client of
a curriculum vitæ, resume, or information which identifies the Candidate or (ii) the Client’s
interview of a Candidate (in person, by telephone or by any other means), following the
Client’s instruction to Goodman Masson to search for a Candidate; and, in either case; the
Introduction applies even if the Candidate is already known to the Client (including through
social media channels) unless the Candidate is already being considered for Engagement by
the Client, and the Client can provide written evidence of this that is no older than three (3)
months prior to the Introduction, and the Client informs Goodman Masson of the same
within two (2) business days after the Introduction; and “Introduces” and “Introduced”
shall be construed accordingly.
(b) “Candidate” shall mean the person introduced by Goodman Masson to the Client for an
Engagement including any officer or employee of the Candidate if the Candidate is a
company, and members of the Goodman Masson’ own staff.
(c) “Engagement” shall mean the engagement, employment or use of the Candidate by the
Client or any third party on a permanent or temporary basis, whether under a contract of
service or for services; under an agency, license, franchise or partnership agreement; or any
other engagement; directly or through a company of which the Candidate is an officer or
employee; and Engage(s) and Engaged shall be construed accordingly.
(d) “Engagement Period” shall mean the anticipated period for which the Client intends to
Engage the Candidate.
(e) “Introduction Period” shall mean the twelve (12) month period commencing on the
“Latest Date” a Candidate is deemed to have been Introduced by Goodman Masson;
(f) “Latest Date” shall mean the date of the last contact with a Candidate regardless of the
manner of such contact.
(g) “Restriction Period” shall mean the twelve (12) month period following the date (a) this
Agreement is deemed accepted or (b) Goodman Masson last provided any services to the
Client, whichever expires last.
1.2 The Client shall compensate Goodman Masson as set forth in Section 2 if, during the
Introduction Period, the Candidate is Engaged by Client or one of its subsidiaries or affiliates as
an employee or independent contractor, regardless of why the Candidate was ultimately
1.3 The Introduction by Goodman Masson of any Candidate, and/or the Engagement by Client of
any Candidate, shall not be deemed a hiring practice by Goodman Masson nor an exercise of
control over any Candidate by Goodman Masson. The Parties acknowledge and agree that
Goodman Masson is not and shall not be the employer of record of any Candidate.
2.1 The Client shall pay a fee to Goodman Masson equal to twenty‐five percent (25%) of the
Candidate’s “Remuneration” if, during the Introduction Period, the Candidate is Engaged by the
Client (or any of its subsidiaries or affiliates) (the “Placement Fee”). A Placement Fee calculated
in accordance with this Section 2.1 will be charged in relation to any Candidate Engaged as a
consequence of or resulting from an Introduction by or through Goodman Masson, whether
direct or indirect, within the Introduction Period. “Remuneration” shall mean the anticipated
total gross remuneration payable for the Candidate’s services during the first twelve (12) months
of the subject Engagement, including, base salary or fees, guaranteed and/or anticipated bonus
and commission earnings, allowances, inducement payments, the benefit of a company car and
all other payments and taxable (and, where applicable, non‐taxable) emoluments payable to or
receivable by the Candidate for services rendered to or on behalf of the Client. Where the
amount of the actual Remuneration is not known, Goodman Masson will charge a fee calculated
in accordance with this Section 2.1 reflecting the minimum level of remuneration applicable to
the position in which the Candidate has been engaged as set forth in the information supplied
to Goodman Masson by the Client and/or comparable positions in the market generally for such
2.2 Subject to Section 12.7, in the event, that the Client operates a purchase order system for
invoicing purposes, Goodman Masson reserves the right to delay the commencement date of
an Engagement until Goodman Masson has received a valid purchase order number for the
invoice corresponding to the fees set forth in Section 2.1.
2.3 In the event, that the Engagement is for a fixed term of less than twelve (12) months, the fee in
Section 2.1 will apply on a pro‐rata basis. If such Engagement is extended beyond the initial fixed
term or if the Client re‐engages the Applicant within six (6) months from the date of termination
of the first Engagement, the Client shall be liable to pay a further fee based on the additional
Remuneration applicable for the period of Engagement following the initial fixed term up to the
termination of the second Engagement or the first anniversary of its commencement, whichever
is the sooner.
2.4 Goodman Masson shall be entitled to also charge the Client a fee of twenty‐five percent (25%)
of a Candidate’s anticipated Remuneration if, during the Engagement Period:
(a) the Candidate is Engaged by the Client, and the Client fails to inform Goodman Masson in
writing before commencement of the Engagement;
(b) the Client passes the Candidate’s details to a third party, and that third party subsequently
Engages the Candidate; or
(c) If the Client subsequently engages or re‐engages the Candidate within the period of six (6)
months from the date of termination of the Engagement or withdrawal of the offer.
2.5 The Client shall provide Goodman Masson with written notice as soon as practicable of the
Client’s intention to extend the Engagement Period for a Candidate. The notice shall advise
Goodman Masson of the anticipated time for which the Client intends to extend the Engagement
Period and indicate whether there have been any changes in the Remuneration to be paid to
2.6 Goodman Masson shall invoice the Client on the first day that a Candidates performs work for
the Client. In the event the Client extends an Engagement Period, Goodman Masson shall
invoice the Client for Goodman Masson’ additional Placement Fee on the first day the Candidate
performs work during the extended Engagement Period. Payment of a Placement Fee is due and
payable within thirty (30) days of the date of an invoice. The Client agrees to pay late charges
on any unpaid balances at the rate of eight percent (8%) per month or the maximum legal rate,
whichever is lower. The Client agrees to pay, on a full indemnity basis, all costs, including, but
not limited to, legal costs, incurred by Goodman Masson to recover any amount due under this
3.1 Goodman Masson does not guarantee the performance of any Candidate that the Client may
Engage. Subject to Section 3.2, if the Candidate voluntarily leaves or is discharged by the Client
before the end of ninety (90) days from the first day the Candidate performs work for the Client
(a “Termination”), Goodman Masson will refund all or a portion of the Placement Fee to the
Client equal to the inverse proportion of the days that the Candidate worked during this ninety
(90) day period (e.g. Refund = Placement Fee/Number of days worked). The Parties
Acknowledge and agree that no refund shall be due hereunder after the ninetieth (90th) day
from the first day the Candidate performs work for the Client. Further, any refund is subject to
Client’s compliance with the provisions of this Agreement, including, but limited to Section 2.7
of this Agreement.
3.2 Goodman Masson shall have no obligation to pay Client a refund if:
(a) Client has not paid the subject Placement Fee;
(b) Client fails to give Goodman Masson written notice of the subject Termination within seven
(7) days of the same;
(c) The Candidate is discharged by the Client for an unlawful reason or because of a layoff,
downsizing, reorganization or other economic reason;
(d) The Candidate is discharged following a change of control, sale or merger; or
(e) Section 2.4(c) applies.
3.3 The Client acknowledges and agrees that there shall be no other refunds or rebates of a
Placement Fee other than set forth in Section 3.1.
4. CLIENT OBLIGATIONS
4.1 Within two (2) business day of Goodman Masson Introducing the Candidate to the Client, the
Client shall inform Goodman Masson in writing if such Candidate is already known to the Client
or any of its affiliates and provide documentary proof of such previous knowledge. The failure
to provide such timely notice shall mean that the Candidate shall be deemed Introduced.
4.2 The Client will notify Goodman Masson in writing of any Candidate Introduced to it by Goodman
Masson which results in or is expected to result in an Engagement. Such notice shall be provided
within five (5) business days of the time Client makes the decision to offer a position to the
4.3 The Client agrees to provide Goodman Masson with all information necessary to accurately
calculate the Placement Fee, including providing copies of any offer letter or employment
4.4 The Client agrees to obtain and maintain any work permit, visa or other permission which may
be required to Engage a Candidate and if required, arrange for any drug testing, third party
reference checking, and any other compliance verification required for the Engagement at its
own cost and in compliance with applicable law. Further, the Client acknowledges and agrees
that it shall be the employer of record for all Engaged Candidates and shall perform all
obligations of an employer.
4.5 The Client agrees not to discriminate against Candidates, on the basis of their race, color, creed,
religion, sex, gender, sexual orientation, gender expression, age, national origin, ancestry,
citizenship, marital status, physical or mental disability, veteran status, or any other protected
4.6 The Client agrees not to: (i) ask Candidates about their current Remuneration or compensation
history; (ii) attempt to ascertain the same information from other sources; and, (iii) rely on a
Candidate’s salary history in determining compensation.
4.7 The Client understands and acknowledges that Goodman Masson does not make any
representations or warranties, express or implied, as to any Candidates, including but not limited
to the accuracy or completeness of any information provided with respect to a Candidate.
Goodman Masson shall not be liable for any use of such information. The Client agrees that it is
responsible for satisfying itself as to the suitability and reliability of any Candidate, including
conducting its own interviewing, screening and selection of Candidates Introduced to it by
Goodman Masson. Goodman Masson may, but is not obligated to, perform reference checks
on its Candidates for Introduction to Client. Such reference checks performed by Goodman
Masson only provide answers to specific questions, they are not an exhaustive check of
employment, education, or other background information. Once a Candidate profile has been
presented to Client, Goodman Masson will have no further responsibility to Client with respect
to such Candidate and will not participate in any negotiations or discussions with respect to the
hiring, promoting, disciplining, firing or relocating of any such Candidate later employed by
4.8 Section 4.7, notwithstanding, where a Candidate is required by law, or any professional body to
have any qualifications or authorizations to work in the position which the Client seeks to fill; or
the work involves caring for or attending one or more persons under the age of eighteen, or any
person who by reason of age, infirmity or who is otherwise in need of care or attention,
Goodman Masson will take all reasonably practicable steps to obtain and offer to provide copies
of any relevant qualifications or authorizations of Goodman Masson, two references from
persons not related to the Candidate who have agreed that the references they provide may be
disclosed to the Client and has taken all reasonably practicable steps to confirm that the
Candidate is suitable for the position. If Goodman Masson is unable to do any of the above it
shall inform the Client of the steps it has taken to obtain this information in any event.
4.9 The Client agrees that, if it requests that Goodman Masson introduce or otherwise supply a
Candidate as an independent contractor, then Client will be responsible for the negotiation and
execution of a separate independent contractor agreement with that Candidate as well as any
and all contractual obligations or liabilities arising under that separate Agreement. Further,
Client agrees to pay Goodman Masson Placement Fee as set forth in Section 2.1.
5. DISCLAIMER AND LIMITATION OF LIABILITY
ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES,
WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN
STATEMENTS BY GOODMAN MASSON OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WHICH ARE NOT
ALREADY ADDRESSED IN THIS AGREEMENT, ARE HEREBY OVERRIDDEN, EXCLUDED, AND
GOODMAN MASSON SHALL UNDER NO CIRCUMSTANCES WHATSOEVER BE LIABLE TO THE
CLIENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY
DUTY, OR OTHERWISE, FOR ANY DIRECT DAMAGES, LOSS OF PROFIT OR BUSINESS, LOSS OF
REVENUE, LOST OPPORTUNITIES AND/OR DELAY DAMAGES, OR ANY INDIRECT OR
CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT
FOR DEATH OR PERSONAL INJURY ARISING FROM GOODMAN MASSON’ OWN NEGLIGNECE. IN
ADDITION, GOODMAN MASSON’ TOTAL LIABILITY TO THE CLIENT IN RESPECT OF ALL OTHER
LOSSES ARISING IN ANY GIVEN CONSECUTIVE TWELVE MONTH PERIOD UNDER OR IN
CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE, GROSS NEGLIGENCE, AND/OR INTENTIONAL MISCONDUCT), BREACH OF
STATUTORY DUTY OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE TOTAL FEES PAID
BY THE CLIENT TO GOODMAN MASSON DURING THAT TWELVE MONTH PERIOD AND IN NO
EVENT SHALL SUCH TOTAL LIABILITY EXCEED $100,000. GOODMAN MASSON RETAINS ITS RIGHT
TO ASSERT COMMON‐LAW INDEMNIFICATION AND/OR CONTRIBUTION CLAIMS AS MAY BE
6. RELATIONSHIP OF THE PARTIES
The services that Goodman Masson renders to the Client under this Agreement will be as an
independent contractor with respect to the Client. Nothing contained in this Agreement will be
construed to create a joint venture or partnership, or the relationship of principal and agent, or
employer and employee, between Goodman Masson and the Client.
7. CONFIDENTIAL INFORMATION
Both Parties may be given access to or acquire information which is proprietary or confidential
to the other Party and its affiliated companies, clients and customers. Any and all such
information obtained by either Party shall be deemed to be confidential and proprietary
information. Both Parties agree to hold such information in strict confidence and not to disclose
such information to third parties or to use such information for any purposes whatsoever other
than the providing of services under this Agreement.
Additionally, Goodman Masson and Client acknowledge the confidential nature in the exchange
of information with regard to Candidates and agree that: (i) Client shall hold such information
in strict confidence and not to disclose such information to third parties or to use such
information for any purposes whatsoever other than as set forth under this Agreement; and,
(ii) such exchange will not violate any relevant Equal Employment Opportunity guidelines and
practices. Both Parties acknowledge that each is making decisions without regard to, or
consideration for, an individual’s race, color, creed, religion, sex, gender, sexual orientation,
gender expression, age, national origin, ancestry, citizenship, marital status, physical or mental
disability, veteran status, or any other protected characteristic.
The Client shall pay a fee to Goodman Masson, calculated in accordance with condition 2.1 in
the event that, during the Restriction Period, the Client (or a subsidiary or affiliate) employs or
engages any person who was employed by Goodman Masson at any time in the twelve month
period prior to the commencement of any such employment or engagement by the Client, and
that person had any personal dealings with the Client relating to any services provided by
9. TERM AND TERMINATION
This Agreement shall commence as of the “Commencement Date” and shall continue thereafter
until terminated by either Party upon thirty (30) days’ written notice to the other.
Commencement Date shall mean the latest date that this Agreement is executed by a Party as
10. CHOICE OF LAW; FORUM
This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non‐contractual disputes or claims) shall be governed by, and
construed in accordance with the law of the State of Delaware, without giving effect to the
choice or conflict of law rules thereof that would result in the application of the laws of any
other jurisdiction. Each party irrevocably agrees that the courts of New Castle County, Delaware
shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this Agreement or its subject matter or formation (including non‐contractual disputes or
claims). Each of the parties agrees not to commence or maintain a legal proceeding involving
any such dispute in any forum except a court of the State of Delaware located in New Castle
County or the United States District Court for the District of Delaware (other than to enforce a
judgment obtained in such courts) and agrees not to contest the venue of any action involving
any such dispute in the County of New Castle or the United States District Court for the District
of Delaware, as the case may be, nor to assert in any such court the doctrine of forum non
conveniens or the like.
11. REPRESENTATIONS AND INDEMNIFICATION
11.1 Client hereby represents and warrants that: (i) it is duly organized and validly existing under the
laws of its jurisdiction of incorporation, and has full corporate power and authority to enter into
this Agreement and to carry out the provisions hereof; (ii) it is duly authorized to execute and
deliver this Agreement and to perform its obligations hereunder, and the person or persons
executing this Agreement on its behalf has been duly authorized to do so by all requisite
corporate action; (iii) the execution, delivery and performance of this Agreement by it does not
conflict with any agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound; (vi) that Client’s business operations shall comply with all
applicable Federal, State, and Local laws and regulations; and, (v) it shall adhere to the
obligations and covenants set forth in Sections 4, 7, 8 and 12 of this Agreement.
11.2 Client will defend, indemnify and hold Scope harmless against: (i) any and all third party claims,
actions, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees
and costs and experts’ fees and costs) arising out of the operations of the Client or any act or
omission of the Client or its employees, contractors or agents; and, (ii) any material breach by
Client of any agreements, covenant, promises or other obligations under this Agreement.
12.1 Either Party may defer the date for performance or terminate any contract between the Parties,
if it is prevented from, or delayed in, carrying on its business by acts of god or other events,
omissions or accidents beyond its reasonable control.
12.2 Goodman Masson may at any time assign, transfer, subcontract or deal in any other manner
with all or any of its rights under this Agreement. The Client shall not, without Goodman
Masson’ prior written consent, assign or transfer any of its rights or obligations under this
12.3 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be
deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision or part‐provision shall be deemed
deleted. Any modification to or deletion of a provision shall not affect the validity and
enforceability of the rest of this Agreement.
12.4 No failure or delay by Goodman Masson in exercising any right or remedy provided under this
Agreement or by law shall constitute a waiver of that or any other right, nor shall it prevent or
restrict its further exercise of that or any other right or remedy.
12.5 A person who is not a party to this Agreement shall not have any rights to enforce the terms.
12.6 No variation of this Agreement, including the introduction of any additional terms and
conditions shall be effective unless it is agreed in writing and signed by an authorized
representative of both Parties.
12.7 This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with
respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter.
12.8 The rights and obligations of the parties set forth in Sections 2, 3, 4, 5, 6, 7, 8, 10, 11 and 12 and
any right or obligation of the parties in this Agreement which, by its nature, should survive
termination or expiration of this Agreement, will survive any such termination or expiration of
12.9 This Agreement constitutes an offer by Goodman Masson to provide services to the Client, and
shall be deemed to have been accepted upon the earlier that: (i) the Client requests or uses any
of Goodman Masson’s services; (ii) the passing of information about a Candidate to any thirdparty
following an Introduction; or (iii) the Client signs this Agreement. This Agreement may be
executed in counterparts, each of which will be deemed an original and all of which together
will be considered one and the same instrument. An electronic signature will have the same
legal force and effect as though it were the original of such signature.