Client Terms - Permanent

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FEE AGREEMENT

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. SERVICES

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

retained.


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. FEES

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

positions.


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

the Candidate.


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

Agreement.


3. REFUNDS

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

Candidate.


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

agreement.


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

status.


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

Client.


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

DISCLAIMED.

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

APPLICABLE.


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.


8. NON‐SOLICITATION

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

Goodman Masson.


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

evidenced below.


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. MISCELLANEOUS

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

Agreement.


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

this Agreement.


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.