This Recruiting Services Agreement ("Agreement") is entered into between Hire Emerald LLC ("Hire Emerald") and the client ("Client").
For each Candidate hired or engaged through Hire Emerald, Client may select one of the following service models:
Option A – Recruitment Only
or
Option B – Contractor Administration, Payroll & Compliance
The two models are alternatives and are not cumulative for the same Candidate.
1. Services
Hire Emerald provides sourcing, recruiting, screening, reviewing, and presentation of Candidates for potential employment or contractor engagement with Client.
Client retains full responsibility for interviewing, selecting, directing, supervising, managing, and evaluating Candidates.
2. Recruitment Fee
Under the Recruitment Only model, Client will pay Hire Emerald a one-time fee equal to:
15% of the Candidate's Annualized Base Compensation
Annualized Base Compensation is calculated as the Candidate's monthly base compensation multiplied by twelve (12).
The fee becomes due when the Candidate accepts an offer, signs an agreement, or begins work with Client, whichever occurs first.
Payment is due within three (3) business days.
Under this model, Client is responsible for the Candidate's contract, payroll, payments, taxes, compliance, benefits, and ongoing administration.
3. Replacement Guarantee
Hire Emerald provides a six (6) month replacement guarantee under Option A.
If the Candidate voluntarily leaves or is terminated for documented performance-related reasons within six months of the start date, Hire Emerald will conduct one replacement search for the same or substantially similar role at no additional recruitment fee.
The guarantee does not apply to layoffs, elimination of the role, material changes in compensation or responsibilities, Client breach, failure to pay the Candidate, or when Client elects not to replace the Candidate.
Client must notify Hire Emerald within 30 days of the Candidate's departure.
4. Contractor Administration Services
Under Option B, Hire Emerald may provide:
Recruiting and candidate sourcing
Contractor agreement administration
Payroll and contractor payment processing
Country-specific contractor documentation
Compliance administration and support
Payment records and contractor documentation
Compensation change processing
Contract termination and offboarding documentation
Replacement recruiting
Hire Emerald may use third-party payment, payroll, legal, accounting, or compliance providers where necessary.
For clarity, Hire Emerald does not manage, supervise, direct, train, evaluate, schedule, or control the Candidate's day-to-day work.
Client retains 100% responsibility for the Candidate's operational management, including work assignments, priorities, schedule, supervision, training, performance management, feedback, and day-to-day direction.
5. Contractor Administration Fee
Under Option B, Client will pay:
**Candidate Monthly Base Compensation
No separate 15% recruitment fee applies while the Candidate remains continuously enrolled under Option B.
Any applicable government charges, taxes, banking fees, currency conversion fees, benefits, bonuses, commissions, or third-party costs may be charged separately where applicable.
6. Continuous Replacement Guarantee
Candidates actively enrolled under Option B receive a continuous replacement guarantee.
For as long as the Candidate remains under Hire Emerald's Contractor Administration Services and Client's account is current, Hire Emerald will conduct a replacement search at no additional placement fee if the Candidate resigns or is terminated for documented performance-related reasons.
The guarantee ends when the Candidate is no longer administered through Hire Emerald.
7. Buyout Option
Client may hire or engage a Candidate under Option B directly at any time by exercising the Buyout Option.
The Buyout Fee is a one-time payment equal to:
25% of the Candidate's then-current Annualized Base Compensation
The Buyout Fee is separate from and will not be reduced by administration fees previously paid.
Upon payment of the Buyout Fee, Client may engage the Candidate directly and Hire Emerald will no longer be responsible for payroll, contract administration, payment processing, or compliance support.
The continuous replacement guarantee will also end upon the Candidate's transition to direct engagement.
Client may not avoid the Buyout Fee by engaging the Candidate through an affiliate, related company, payroll provider, staffing company, Employer of Record, contractor platform, or other intermediary.
8. Candidate Ownership
A Candidate introduced by Hire Emerald will remain a Hire Emerald Candidate for 12 months following the initial introduction.
If Client or any affiliated or related entity hires or engages the Candidate during that period, the applicable Hire Emerald fee will be due.
9. Client Responsibilities
Client retains full responsibility for all operational aspects of the Candidate's work, including:
Work assignments and responsibilities
Working hours and schedule
Day-to-day supervision and direction
Training
Performance expectations and feedback
Access to systems, tools, and information
Approval of compensation changes, bonuses, and commissions
Workplace conduct and working conditions
Decisions regarding continued engagement or termination
Hire Emerald's role under Option B is limited to recruiting, contractor administration, payments, documentation, and compliance support.
10. Compliance
Hire Emerald will provide administrative support related to contractor documentation and country-specific compliance under Option B.
Hire Emerald does not provide legal or tax advice. Where specialized legal, tax, Employer of Record, statutory employment, or similar services are required, Hire Emerald may coordinate with third-party providers and disclose any additional costs to Client.
11. Confidentiality
Both parties agree to maintain the confidentiality of non-public information received in connection with the recruiting and contractor administration relationship.
Candidate information provided by Hire Emerald may only be used for legitimate hiring and evaluation purposes.
12. Limitation of Liability
Hire Emerald will not be liable for indirect, incidental, special, punitive, or consequential damages arising from the services provided.
Hire Emerald's total liability under this Agreement will not exceed the fees paid by Client to Hire Emerald with respect to the applicable Candidate during the six months preceding the event giving rise to the claim.
Hire Emerald is not responsible for the Candidate's day-to-day performance, work product, conduct, decisions, or actions while performing services under Client's direction.
13. Payment and Suspension
Client agrees to pay all invoices according to the applicable payment terms.
Under Option B, Client must provide sufficient funds in advance for Candidate compensation.
Hire Emerald may suspend payroll, payment processing, or other administrative services if Client fails to pay required amounts when due.
14. Termination
Either party may terminate this Agreement with 30 days' written notice.
Termination does not eliminate any payment obligation accrued before the effective termination date.
For Option A, applicable recruitment fees remain due for Candidates introduced before termination and hired within the Candidate ownership period.
For Option B, Client remains responsible for Candidate compensation, administration fees, and other amounts accrued through the Candidate's final date under Hire Emerald administration.
15. Service Model Selection
Client may select Option A or Option B separately for each Candidate.
A Candidate may not simultaneously participate in both pricing models.
If Client wishes to move a Candidate from Option B to direct engagement, the Buyout Fee described in Section 7 will apply.
16. Governing Law
This Agreement will be governed by and construed in accordance with the laws applicable to Hire Emerald LLC.
17. Entire Agreement
This Agreement constitutes the entire agreement between Hire Emerald and Client regarding the services described above.
Any changes must be agreed to in writing by both parties.
Electronic signatures, email confirmation, or electronic acceptance may constitute valid acceptance of this Agreement.
