RECRUITMENT FEE, PAYMENT AND RELATED TERMS

A. FEE CALCULATION

The placement fee shall be calculated as 15% of the candidate’s first-year compensation, as expressly agreed by the parties.

For full-time employees, compensation shall consist only of the candidate’s annual base salary and any guaranteed signing bonus or guaranteed bonus approved in writing by Employer at the time of hire. Discretionary bonuses, incentive compensation, equity awards, commissions, expense reimbursements, benefits, relocation payments, deferred compensation, and other contingent compensation shall be excluded unless expressly approved in writing by Employer.

For candidates engaged as independent contractors, consultants, sales representatives, commission-based representatives, or any other non-employee capacity, the placement fee shall be calculated solely upon the actual gross compensation earned and paid to such candidate during the first twelve (12) months following commencement of services. No estimate, projection, annualization, forecast, draw schedule, quota-based projection, or anticipated compensation amount shall be used for purposes of calculating the fee.

B. WHEN FEE IS EARNED

No fee shall be earned, accrued, invoiced, payable, or otherwise due upon presentation of a candidate, acceptance of an offer, execution of an employment agreement, or commencement of employment or services.

For full-time employees, a fee shall be earned only if the candidate remains continuously employed by Employer on a full-time basis through the ninetieth (90th) calendar day following the candidate’s start date.

If the candidate’s employment terminates for any reason before completion of such ninety (90) day period, no fee shall be due.

For candidates engaged in any non-full-time capacity, including independent contractors, consultants, and Form 1099 personnel, no fee shall be earned, accrued, invoiced, payable, or otherwise due until completion of the first twelve (12) months of service.

If such engagement terminates before completion of the first twelve (12) months, the fee shall be calculated only on compensation actually earned and paid through the termination date.

C. CONTINUOUS EMPLOYMENT

For purposes of this Agreement, continuous employment shall mean that the employment relationship remains in effect through the ninetieth (90th) calendar day.

Approved vacation, sick leave, jury duty, disability leave, family leave, military leave, or other written leave approved by Employer shall not interrupt continuous employment provided that the employment relationship remains in effect.

Employer shall have sole discretion to determine whether any leave is approved for purposes of this provision.

D. INVOICING AND PAYMENT

For full-time employees, Recruiter may issue an invoice only on or after the ninety-first (91st) calendar day following the candidate’s start date.

For non-full-time engagements, Recruiter may issue an invoice only after the completion of the first twelve (12) months of service and after actual compensation paid during such period has been determined.

All invoices must include reasonable supporting documentation showing the basis for the fee calculation.

Payment shall be due within seven (7) calendar days following Employer’s receipt and approval of a properly documented invoice.

No late fees, finance charges, penalties, interest, collection fees, attorneys’ fees, or similar charges shall accrue unless awarded by a court of competent jurisdiction.

E. NO REPLACEMENT OBLIGATION

Recruiter shall have no replacement obligation, and Employer shall have no obligation to engage Recruiter for any replacement search.

No fee credit, replacement fee, minimum fee, cancellation fee, administrative fee, or similar charge shall apply except as expressly stated in this Agreement.

F. PRIOR CANDIDATE EXCLUSION

No fee shall be due if, within the twelve (12) months preceding Recruiter’s submission of a candidate, Employer or any of its affiliates:

(i) previously interviewed the candidate;

(ii) previously received the candidate’s résumé or credentials from any source;

(iii) had the candidate in its database, applicant tracking system, or records;

(iv) was already engaged in discussions with the candidate; or

(v) otherwise had prior knowledge of the candidate.

Employer’s records shall be conclusive evidence of prior knowledge.

G. NON-EXCLUSIVITY

This Agreement is non-exclusive. Employer may engage multiple recruiters and may conduct its own recruiting efforts without restriction.

H. ENTIRE AGREEMENT; MODIFICATIONS

Any modification to this Agreement, including any change to fee percentages, fee calculations, payment timing, guarantees, candidate ownership periods, or other material terms, shall be effective only if set forth in a written document signed by both parties.

Any terms contained in invoices, confirmations, engagement letters, email footers, candidate submittals, recruiter policies, or other documents not expressly signed by Employer shall be void and of no effect.

The strongest employer protection is Section F (Prior Candidate Exclusion). Most recruiter fee disputes arise because a recruiter submits someone the employer already knew. That clause makes the employer’s records controlling and eliminates most of those disputes.