RECRUITING AGREEMENT - SILVER.DEV

This recruitment services agreement (the “Agreement”) is entered into in ______________________ by and between, ________________________, a company duly registered and validly existing under the laws of __________________, having its registered office at ______________________________________, (from now on referred to as the “Client”, duly represented by ________________________________________________, acting in his capacity as the legal representative, and Silver.Dev LLC, a company duly registered and validly existing under the laws of Delaware, USA, having its registered office at __________________________________________, (from now on referred to as the “Agent” (and individually refer each of them as “Party”, and jointly – Client and Agent – as “Parties”).

SECTION I - DEFINITIONS

In this Agreement, the following definitions apply:

1. “Client”: the person pointed out in the headlines and its affiliates
2. “Applicant” — means the person the Agent introduced to the Client for an engagement.
3. “Agent”: Silver.dev or any of its representatives
4. “Engagement”: means the applicant's full-time employment with the Client and/or the service provider agreement and/or whatever binding professional relationship reached by the Client and Applicant as a consequence of an Agent Introduction.
5. “Introduction”; Means the Client’s interview of an Applicant in person, by video, or by telephone, following the Client’s instruction to the Agent to search for an Applicant when the Agent passed to the Client the curriculum vitæ or information which identifies the Applicant.
6. “Affiliates”: means, with respect to a Party, any other natural or moral person that directly or indirectly controls, is controlled by or is under common control with such person, and “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of, the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Terms

SECTION 2 - FEES

2.1. Engagement Fee, Payment: The Engagement Fee will be a percentage of the Applicant's annual base salary. The client agrees to this purpose:    

1. To notify the Agent immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Applicant’s remuneration, to determine the Engagement Fee.

2. The Agent acknowledges that no fee shall be due for Introductions that do not result in an Engagement.

3. The Agent will submit an invoice for the Fee after the contract is signed, which is due after the guarantee period is over
   
4. If the Client hires any Applicant presented to them by the Agent within 180 days from the date of introduction, the Client will due the Fee on the same terms as described in this Agreement.

2.2. Late Payment Penalty. Invoices outstanding for over 30 days are subject to a 0.5% per month late payment penalty. The imposition of the Late Payment Amount shall be in addition to any other rights that Agent could have according to any breach of Client.

2.3. Client acknowledges that shall not require any Applicant to reimburse Client for any fee or expense paid to Agent.

SECTION 3. REPLACEMENT GUARANTEE

3.1. In the event the employment relationship with an Applicant lasts less than 90 calendar days, no fee shall be due.

This provision shall not apply if the Applicant is laid off by changes in company policy, layoffs or hiring plans and of no fault of the Applicant’s performance.

SECTION 4. CONFIDENTIALITY OF REFERRALS

All candidate referrals made by the Agent are made on a confidential basis and Client shall hold Agent harmless from any liability resulting from Client’s unauthorized disclosure or misuse of information regarding any candidates or their candidacy. 

SECTION 5. DISCLAIMER

The Agent does not guarantee the performance of any candidate, or the accuracy of information provided regarding a candidate, and disclaims any responsibility for claim, loss, or liability as a result of a candidate’s acts or omissions. The Agent urges Client to conduct such investigations, as it deems necessary to verify candidate information or to obtain such other information, as it may deem relevant. The hiring of an Applicant introduced by Agent is done at the Client’s own risk.

SECTION 6. FINAL CLAUSES

6.1. INDEPENDENT CONTRACTOR: The services provided by the Agent under this Agreement are provided as an independent contractor. Nothing in this agreement shall be construed as creating the relationship of principal and agent, joint venturers, or employer and employee, between Agent and Client.

6.2. ASSIGNMENT: This Agreement and all its provisions are binding on and inure to the benefit of the Agent and the Client and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either party without the prior written consent of the other.

6.3. COMMUNICATIONS

The Agent must obtain the Client's prior written approval before using the Client's company name, publicly available company media, imagery, compensation ranges, or materials to promote job positions for the Client company, including but not limited to Job Boards, Social Media, and email communication. Each instance of such use requires separate prior written approval from the Client.

6.4. GOVERNING LAW: This agreement will be governed by and enforced in accordance with the laws of the state of Delaware. The parties agree that state and federal courts within the state of Delaware shall have the exclusive jurisdiction over any litigation brought or arising out of this agreement.

6.5. COST OF ENFORCING AGREEMENT: In the event either party files suit to enforce its rights under this agreement, the prevailing party shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with the suit.

6.6. TERMINATION AND SURVIVAL OF CERTAIN PROVISIONS: This agreement may be terminated by either party upon 30 days’ written notice to the other party. However, Client shall remain liable to Agent for all fees and expenses due under this Agreement for any candidate introduced to Client, its affiliates, parents, or subsidiaries, prior to termination. All other provisions of this Agreement that by their terms extend beyond the termination of this agreement shall survive such termination and remain in full force and effect.

6.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

6.8. ELECTRONIC SIGNING. The Parties accept the electronic signing of this Agreement and hereby waive, in or out of court, the right to challenge the adoption of “digital signatures” and/or to refrain from observing and complying with it, in any way. The electronic signatures shall be legally valid, for all purposes, including proof of legal validity, integrity and authenticity of the Agreement.

6.9. NON-SOLICITATION. The Agent agrees that, during the term of this Agreement and for a period of twenty four (24) months following its termination, it shall not, directly or indirectly, solicit, engage, or communicate with any employees, contractors, or contacts of or provided by Client to provide recruitment services or otherwise hire any candidates presented by the Recruiting Firm in connection with this Agreement. This restriction applies to any client with whom the Recruiting Firm had contact during the term of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

CLIENT:

Agent: