Terms & Conditions for recruitment model

This Recruitment Services Agreement (the “Agreement”) is entered into on today (the “Effective Date”) by and between Simbiosis, a Delaware corporation with its principal place of business located at 701 Brazos St, Austin, TX 78701, United States (“Recruiter”) and the “Client”. The parties may individually be referred to as a “Party” and collectively as the “Parties”. 

WHEREAS, Recruiter is in the business of providing search, recruitment, and placement services; and

WHEREAS, Client is interested in purchasing such services; and

WHEREAS, the Parties wish to enter into this Agreement to govern such relationship. 

NOW, THEREFORE, the Parties agree as follows:

  1. The Services

  1. The Services. From time to time, Client may request that Recruiter provide search and recruitment services on behalf of Client with the objective of finding qualified candidates for placement into one or more positions within the Client organization (the “Services”). To do so, Client shall submit such request through the Simbiosis platform located at https://simbiosis.team/ (the “Platform”) and provide all required details as prompted. Client’s use of the Platform shall be in accordance with the terms and conditions located at https://simbiosis.team/terms-conditions. Recruiter will engage its network of recruitment partners and will search for, screen, and interview potential candidates as part of the Services.

  1. Background Checks. Recruiter will conduct background checks on candidates as requested by Client. Requests must be in writing and must specify the scope of the background check requested. All background checks will be conducted at Client’s expense.

  1. Candidate Selection. Recruiter will Refer qualified candidates to Client for consideration. The word “Refer” means any manner or means of communication of a candidate’s identity. In the event that Client hires any candidate that has been Referred to it by Recruiter, Client will notify Recruiter thereof within five (5) business days and provide the details of the hire, including official role and total estimated compensation for the first year of placement. 

  1. Compensation

  1. Placement Fees. Client agrees to pay a placement fee to Recruiter in the amount of 12.5% of the Referred candidate’s estimated total first year’s compensation, including estimated commissions and bonuses, and any signing bonus (the “Placement Fee”). The Placement Fee is not subject to reduction even if the candidate’s employment terminates. Client will be obligated to pay the Placement Fee whenever (i) a candidate referred to Client by Recruiter is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by Client, its affiliates, parents, or subsidiaries within 18 months of the most recent activity on behalf of that candidate by Recruiter, or (ii) a candidate referred to Client by Recruiter is referred by Client to another employer or recruiting firm and the candidate is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by such employer or through such recruiting firm within 18 months of the most recent activity on behalf of that candidate by Recruiter. 

  1. Expenses. In addition to the Placement Fee, Client agrees to pay all reasonable Client preapproved expenses incurred by Recruiter related to the performance of its Services under this Agreement.

  1. Payment Terms. Client agrees to pay all Placement Fees and related expenses within 30 days after the Referred candidate’s date of hire. Interest of 1.5% per month will be charged on unpaid fees more than 30 days past due. Client agrees to reimburse Recruiter for all reasonable costs of collection, including attorney fees.  

  1. Candidates Known to Client. If Recruiter Refers a candidate to Client with whom Client has already interviewed or scheduled an interview, and Client so advises Recruiter within 5 business days following the referral, Client will not owe Recruiter a Placement Fee in the event Client hires the candidate. Client shall provide Recruiter with documentation at Recruiter’s request sufficient to establish that the interview has been held or scheduled.

  1. Guarantee. If (A) a Referred candidate is hired by Client but (i) resigns within the first thirty (30) days of the hire date or (ii) is terminated by Client for cause within the first thirty (30) days of the hire date, and (B) Client has paid the Placement Fee and any expenses due with respect to such candidate, then Recruiter will, at no additional cost to the Client, perform an additional search and attempt to Refer additional candidates (each a “Replacement Candidate”) to Client. Recruiter’s obligation hereunder is limited to attempting to find a Replacement Candidate. No refund will be made of the Placement Fee and related expenses if Client hires a replacement from any other source, or if Client is no longer actively seeking to fill the position. 

  1. Confidentiality. Confidential Information means all confidential, competitively valuable, non-public or proprietary information that is disclosed by one Party hereunder to the other, and includes, without limitation, candidate information, job descriptions, and compensation details (“Confidential Information”). The Parties acknowledge that they may share with each other Confidential Information in connection with this Agreement, as well as to explore additional business relationships. Each Party agrees that it will not disclose to any third parties, and will take all reasonable precautions to protect, any Confidential Information it receives from the other Party.  Each Party further agrees that it will not use any Confidential Information received from the other party except to the extent reasonably necessary in connection with the Agreement and the discussions to which it pertains.  Notwithstanding the foregoing, either Party may disclose Confidential Information: (i) to any consultants, contractors or counsel if reasonably required in connection with the Agreement and subject to a commercially reasonable non-disclosure agreement, or (ii) in accordance with any applicable legal requirement, provided that, except to the extent prohibited by law, the disclosing party shall promptly notify the other party upon learning of any such requirement.

  1. Term and Termination. This Agreement is effective as of the Effective Date and shall remain in effect until terminated by either Party or mutual agreement of the Parties to terminate. Either Party may terminate this Agreement by providing 30 days’ prior written notice to the other Party. Upon termination, the Parties shall return or destroy each other’s Confidential Information, and Client shall pay Recruiter any Placement Fees, expenses, or other amounts due hereunder for Services performed up to the termination date within thirty (30) days of termination. 

  1. Limitation of Liability. In no event shall either Party be liable to the other Party for any indirect, consequential, punitive, or special damages of any kind arising out of this Agreement. With the exception of fraud or willful misconduct, the total, aggregate liability of each Party arising out of this Agreement shall not exceed $50,000 USD. 

  1. Miscellaneous Provisions

  1. Independent Contractor. The Services provided by Recruiter 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 Recruiter and Client.

  1. Assignment.  This Agreement and all of its provisions are binding on and inure to the benefit of Recruiter and 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.

  1. Non-Discrimination. Recruiter does not discriminate in Referrals, or consent to discrimination by its clients, against any candidate on the basis of age, race, color, religion, disability, sex, national origin, or veteran status.

  1. Governing Law. This Agreement will be governed by and enforced in accordance with the laws of the state of Texas. The Parties agree that state and federal courts within the state of Texas shall have the exclusive jurisdiction over any litigation brought or arising out of this 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.

  1. Severability. If any term or other provision of this Agreement is determined to be invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement will remain in full force to the maximum extent permissible under applicable law, and the parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner.

  1. Amendment. This Agreement may be modified only by written amendment to this Agreement signed by duly authorized representatives of both Parties.

  1. Entire Agreement. This Agreement constitutes the complete agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior oral or written communications and agreements between the Parties.

  1. Notices. All notices will be in writing and will be sent to the address at the top of this Agreement and deemed duly given: (a) on the date of delivery if delivered personally or (b) five days after deposit with an established overnight commercial courier or the United States Postal Service. 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by a duly authorized representative and, notwithstanding the signature dates set forth in the signature blocks, intend this Agreement to be effective as of the Effective Date.