This recruiting services agreement (the “Agreement”) is made, entered into, and effective as of
[ ] (the “Effective Date”) by and between [ ], located at [ ]t: [ ]; e: [ ] (“Contractor”) and You & Them, LLC, with an address at 511 6th Avenue, #170, New York, NY 10011 attn: Dana Siomkos; t: (347) 796-1968; e: firstname.lastname@example.org (“Company”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Company mutually agree as follows:
1. Company is in the business of recruiting and supplying full-time and part-time employees,
freelancers, and other temporary personnel (each, a “Candidate”) to various employers (“Clients”).
Company wishes to engage Contractor, and Contractor accepts such engagement, to provide the following non-exclusive, occasional recruiting services to: locate and refer to Company suitable new Candidates or Clients for Company to make job placements for (“Services”). As part of the Services, Contractor shall first present all Candidates or Clients to Company for Company to determine their viability for placements, send to Company relevant information, including full name, current title, email address, as well as LinkedIn profile, resume and/or portfolio, and any other materials or background Contractor deems relevant. Unless otherwise agreed to in an advance writing by Company, Contractor shall not be Candidate or Client facing after Contractor initially introduces such Candidate or Client to Company and Company will conduct all placement activities.
2. Term: The term (“Term”) of this Agreement shall commence as of the Effective Date and will
continue until either party terminates this Agreement, with or without cause, by giving thirty (30) day
advance written notice to the other party. All payment obligations under this Agreement will survive any
termination or other expiration of this Agreement.
3. Compensation: In the event of a successful job placement of a Candidate by Company within
one (1) year of the initial referral date by Contractor, and only for which Contractor provides material
Services (outlined above), Company shall pay Contractor One Thousand Dollars ($1,000.00). For a Client
exclusively referred to Company by Contractor whose direct introduction results in a signed recruiting
agreement between Company and Client, Company shall pay Contractor One Thousand Dollars ($1,000.00) for each Candidate placed with the Client by Company, for six (6) months from the date Client signs a recruiting services agreement with Company. Notwithstanding the foregoing, all compensation due to Contractor hereunder is expressly subject to: (i) amounts actually earned and received by Company, subject to Company’s then current compensation model; and (ii) Company’s third party agreements with other recruiters, Candidates, Clients, and other applicable third parties, who may be due compensation for successful job placements, such agreements impacting amounts Company actually receives for job placements. Contractor acknowledges that all amounts to be received by Company, and subsequently Contractor, in regards to job placements hereunder are subject to various contingency vesting periods, where a Candidate must remain employed or engaged by a Client for a certain amount of time (typically ninety (90) days) following the date that the Candidate is hired or begins providing services to Client, and that in the event a Candidate is terminated prior to the expiration of the vesting period, Company may not receive any income in regards to the placement. In such a scenario, no compensation will be due to Contractor hereunder. For the avoidance of doubt, no payments will be due to Contractor hereunder until all vesting periods related to a Candidate or Client have expired.
4. Contractor (the “Recipient Party”) hereto acknowledges that in the course of interacting with
Company (the “Disclosing Party”) and Candidates and Clients, the Recipient Party will be exposed to
valuable information (“Confidential Information”), which is owned and/or controlled by the Disclosing
Party, or its affiliates, the unauthorized disclosure of which may cause irreparable harm to the Disclosing
Party and/or its affiliates. The Recipient Party acknowledges that the Disclosing Party is only willing to
make disclosures of Confidential Information in reliance on the Recipient Party’s undertakings and
assurances herein. “Confidential Information” shall mean all information of any kind, regardless of format,
that is not generally known to the public and that has been created, developed and/or used by the Disclosing Party, or their respective principals, employees, affiliates, or agents, in connection with the Disclosing Party’s respective businesses, including, without limitation: (a) Client names and contact information, such as phone numbers, email addresses and physical addresses; (b) business and financial information of any kind, including, without limitation P&L’s, budgets, hiring plans, firing plans, organization charts, and performance reviews; (c) any information, personal or professional, learned about Clients and Candidates, including, without limitation, Candidate resumes and Candidate’s current or desired salary compensation and benefits; (d) advertising, marketing, and promotional plans; and (e) other non public information which a party knows or reasonably should know is not public information. The Recipient Party agrees, in perpetuity, to hold all Confidential Information in the strictest of confidence and is only permitted to use the Confidential Information in furtherance of activities related to the Agreement.
5. Contractor warrants and represents that: (i) Contractor is free to enter into and perform this
Agreement; (ii) Contractor will comply with all laws and regulations which are related to this Agreement,
as well as all Company policies, procedures, and instructions conveyed to Contractor during the Term; (iii)
Contractor explicitly acknowledges and agrees that Company derives value by identifying and procuring
opportunities for Company’s services and building business relationships with Clients, and that after the
Term of this Agreement, Company would be significantly damaged in the event Contractor attempts to
render recruiting services to a current or prospective Client of Company, or a current Candidate of
Company. Without the prior written consent of Company in each instance, Contractor agrees that Contractor may not, for six (6) months after expiration or termination of the Term, whether directly or indirectly, within the geographic range of New York City, New York render any recruiting or job placement service to any Client, Candidate or personnel of Company; (iv) during the Term. For one (1) year following termination of the Term, Contractor agrees to not solicit, whether directly or indirectly, any employee or contractor of Company who was engaged by Company during the Term, or during the six (6) month period following the Term, for any business or professional purpose; (v) in the performance of Services, Contractor will not discriminate or authorize discrimination against any person or group of persons on any impermissible grounds, including, without limitation, on the grounds of sex, race, color, religion, sexual orientation, handicap, being a parent, pregnancy, or natural origin, in any manner prohibited by the laws of the United States; (vi) certain third party agreements Company has entered into are confidential and Contractor shall have no entitlement under this Agreement to review such agreements; and (vii) Contractor shall bear Contractor’s own expenses under this Agreement, unless otherwise agreed to in writing. Contractor agrees to indemnify and hold harmless Company, and its affiliates, including Clients, and Candidates (collectively, the “Indemnified Parties”) from and against any claims, damages, liabilities, costs, and losses, (including attorney’s fees and costs) incurred by the Indemnified Parties arising out of or in connection with a breach of this Agreement by Contractor.
6. Termination: Notwithstanding anything to the contrary contained in this Agreement, if Contractor
defaults (“Default”) in the performance of this Agreement, including without limitation, violating any of
the terms or conditions of this Agreement, or in Company’s sole opinion, engages in any act which could
impair the business operations or relationships of Company, Company may terminate this Agreement, with immediate effect, by giving written notice to Contractor and Contractor shall not be entitled to receive any further compensation due hereunder.
7. This Agreement represents the entire understanding between the parties, superseding all prior
agreements, whether oral or written, between the parties with respect to the subject matter contained herein. This Agreement shall be binding upon and inure to the benefit of the parties respective assigns, successors, and heirs. This Agreement cannot be modified, assigned, or amended, except by an instrument in writing signed by both parties hereto. If any part of the Agreement is deemed by a court of law to be void, voidable, illegal, or unenforceable, the remainder of the Agreement will remain in full effect as if such provision had not existed. The waiver by either party hereto of a breach of any of the provisions of this Agreement by the other party hereto shall not be construed as a waiver by the non-breaching party of any subsequent breach by the breaching party. The parties each agree that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Company. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and Company. All notices pursuant to the Agreement shall be in writing and shall be given by registered or certified mail at addresses listed on the Agreement. A copy of all notices to Company shall simultaneously be sent to Savur Threadgold LLP, 40 Exchange Place, Suite 1900, New York, New York 10005, attn: Gandhar Savur, Esq. The Agreement shall be exclusively governed by the laws of the State of New York, notwithstanding any conflict of law principles. Any dispute related to the Agreement shall be exclusively resolved by final and binding arbitration, pursuant to the rules of the American Arbitration Association, by an arbitrator located in New York County, New York. All rights and remedies are cumulative and shall in no way affect any remedy available to either party under equity or law. This Agreement may be executed in counterparts, each of which when so executed shall be an original. Contractor acknowledges that Contractor has had the benefit of the advice of independent legal counsel before executing this Agreement and/or has been advised with ample time in advance of execution of this Agreement to obtain the advice of independent legal counsel and has voluntarily decided not to do so based on Contractor’s own reasonable business judgment.
READ, ACCEPTED, UNDERSTOOD, AND AGREED AS OF THE EFFECTIVE DATE:
YOU & THEM, LLC [ ]