DIRECT HIRE SERVICES AGREEMENT
1.1 Services. TrueBuild Partners will present candidates for direct hire by Client on a non-exclusive basis. Based upon Client’s independent review and analysis, Client may hire candidates they determine to be suitable (each referred to as a “Direct Hire”). Each Direct Hire will be an employee of the Client and will work under the sole management and direction of the Client. In no event shall the Direct Hire be considered an employee of TrueBuild Partners LLC. Client is solely responsible for obtaining any work permits or licenses, and for payment of the Direct Hire’s wages, expenses, benefits, workers’ compensation premiums, withholding of all taxes, and all other employer responsibilities. Client is also solely responsible for verifying references and confirming that resume information is accurate.
1.2 Fees and Payment Terms. Client agrees to pay TrueBuild Partners a Direct Hire placement fee of 25% of the annualized base salary. Neither Client nor any of Client’s affiliates shall hire or contract with any candidate presented by TrueBuild Partners to Client for a period of one year from date of TrueBuild Partners referral unless Client pays TrueBuild Partners the fees set forth in this Agreement. The Client Fee shall be considered earned upon the candidate’s start date with Client. Payment shall be due within 10 days of Direct Hire’s start date. If TrueBuild Partners does not receive the first payment within 10 days of the start date, the Guarantee policy described in section 1.3 below is void. Late payments accrue interest at 2%/month, calculated from the original due date.
1.3 Guarantee. If, within the first ninety (90) calendar days of a Direct Hire’s employment, Client terminates that Direct Hire for cause, or the Direct Hire resigns for any reason, TrueBuild Partners will provide one replacement referral for the same position at no additional cost (the “Guarantee”). The Guarantee does not apply where the Direct Hire is let go due to layoffs, budget cuts, or lack of available work. Any replacement must be requested within twelve (12) months of the original Direct Hire’s termination date and carries no cash value; a candidate referred for a different, unrelated opening does not count as a replacement. This Guarantee is conditioned on: (a) Client having paid the Placement Fee according to the terms of this Agreement; and (b) Client notifying TrueBuild Partners of the termination within ten (10) days of the Direct Hire’s last day, sent to Danny@truebuildpartners.com.
1.4 Prior Awareness of Candidate. Once TrueBuild Partners refers a candidate’s resume, Client may not later claim it already knew of that candidate unless it notifies TrueBuild Partners of that prior awareness within five (5) business days of the referral, or before Client’s first interview with the candidate — whichever comes first. “Prior Awareness” means Client can show two-way contact with the candidate, or receipt of that candidate’s resume, within the three (3) months preceding the referral. If Client establishes Prior Awareness, no Placement Fee is owed for that candidate.
This Agreement runs for one (1) year from the Effective Date and automatically renews for successive one-year terms unless either party gives thirty (30) days’ written notice of termination. TrueBuild Partners may also terminate this Agreement immediately if Client fails to pay amounts owed. Ending this Agreement does not relieve either party of obligations that arose beforehand, including Client’s duty to pay any fees owed.
Any notice required under this Agreement must be sent to the address listed in the signature block below (or to any updated address a party provides in writing), delivered by hand, courier, recognized overnight service, certified or registered U.S. Mail with delivery confirmation, or email to Danny@truebuildpartners.com. Notice is considered given on the date it is received.
This Agreement represents the complete understanding between the parties on this subject and replaces any earlier direct-hire services agreements, written or oral. It may only be changed through a written amendment signed by both parties. Any purchase order Client issues will be subject to these terms. This Agreement is governed by the laws of California, without regard to conflict-of-law rules. Either party may assign this Agreement to an affiliate, or in connection with a merger, acquisition, sale, or reorganization.
EACH PARTY’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE OTHER PARTY’S DIRECT DAMAGES, AND WILL NOT EXCEED THE TOTAL PLACEMENT FEES PAID OR OWED TO TRUEBUILD PARTNERS BY CLIENT DURING ANY TWELVE (12) MONTH PERIOD. NEITHER PARTY IS LIABLE FOR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF GOODWILL, OR OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT OR TORT, EVEN IF THE PARTY WAS ADVISED SUCH DAMAGES WERE POSSIBLE.
Each party (the “Indemnifying Party”) will defend and indemnify the other party (the “Indemnified Party”) against claims — including for bodily injury or property damage, plus reasonable attorneys’ fees and costs — that arise directly from the Indemnifying Party’s acts, omissions, negligence, or willful misconduct in carrying out its duties under this Agreement. This Section 5.0 survives termination of this Agreement.
Each party may access the other’s trade secrets and confidential information in performing this Agreement and will not disclose it to a third party without written consent, taking reasonable steps to protect it. The terms of this Agreement are themselves considered confidential information.
TrueBuild Partners is an equal opportunity employer. All qualified candidates are considered for placement without regard to race, color, religion, sex, national origin, disability, protected veteran status, or any other legally protected characteristic.
By engaging TrueBuild Partners’ recruiting services or moving forward with any candidate referred by TrueBuild Partners, Client agrees to be bound by the terms of this Agreement.
For questions about this agreement, contact Danny@truebuildpartners.com.