This Agreement (the Agreement) is entered into as of 10th February 2025 (Effective Date), by and between:
Vertex Talent Partners LLC (the “Supplier”),
and
[Insert Customer Name] (the “Customer”),
for the purposes of governing the terms and conditions applicable to the provision of qualified fee-earner recruitment services for the Customer’s offices.
1) Defined Terms
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them:
1.1 Candidate: Refers to any job seeker, whether currently employed or not, whose profile has been introduced or advertised to the Customer as seeking employment with the Customer.
1.2 Communication: Includes any form of correspondence or engagement between the Customer and the Supplier, including but not limited to written, oral, or electronic communication via channels such as email, phone, fax, social media, and other reasonable variations thereof.
1.3 Customer Recruitment and HR Team Representative: Refers to any employee of the Customer who is notified to the Supplier as being responsible for recruitment-related activities or as part of the Customer’s HR team.
1.4 Engage: Includes any act by the Customer to pursue or communicate with a Candidate for potential or confirmed employment, thereby accepting an Introduction.
1.5 Introduction: Refers to any action where the Customer is made aware of a Candidate for a specific vacancy, including through written, oral, or other forms of communication. Reasonable variations such as *Introduced*, *Introducing*, or *Introduce* shall also be included.
1.6 Other Provider: Refers to any individual, company, or business other than the Supplier that provides recruitment-related services to the Customer, including Candidate Introductions or other forms of recruitment support.
1.7 Parties: Collectively refers to the Supplier and the Customer.
1.8 Partnership Member: Refers to any individual identified by the Customer as holding the title of “Partner” within the organization.
1.9 Specific and Active Recruitment: Refers to job vacancies notified to the Supplier by the Customer, whether advertised on the Customer’s VI Portal or otherwise communicated directly.
1.10 Portal: Refers to the Customer’s electronic platform used for advertising vacancies and receiving Candidate profiles from independent Candidates, the Supplier, or Other Providers.
2) Communication
2.1 Any Candidate introduced to the Customer via a Partnership Member of the Supplier shall not be deemed an Introduction unless expressly agreed to by the Parties or where an interview has been formally requested by the Customer.
3) Candidate Introduction
3.1 The Supplier shall retain exclusive ownership of a Candidate’s profile for a period of 12 months from the date of the Introduction.
3.2 The Customer shall notify the Supplier upon the engagement of any Candidate who is introduced by the Supplier.
3.3 In the event a Candidate is introduced to the Customer by both the Supplier and an Other Provider, precedence shall be given to the earliest Introduction specific to that vacancy.
3.4 In the event of a dispute over an Introduction, the Customer reserves the right to reasonably request the Candidate’s written consent indicating their preference for a particular provider.
3.5 The final determination of which provider made the valid Introduction shall rest solely with the Customer.
4) Fees
4.1 Payment of Fees
No fees will be payable for any Candidate engagement resulting from an Introduction unless this Agreement has been executed by both Parties.
4.2 Permanent Engagement Fees
A placement fee shall be payable should a Candidate introduced by the Supplier be employed by the Customer on a permanent basis, calculated in accordance with the fee structure outlined in Clause 4.4.
Fees shall be based on a percentage of the agreed first-year gross salary, excluding non-fixed allowances such as relocation costs, bonuses, pension contributions, or expenses.
VAT at the prevailing rate will apply to all fees.
4.3 Fixed-Term Engagement Fees
Recruitment fees for Candidates engaged on fixed-term contracts shall be calculated pro-rata, up to a maximum of 12 months’ gross salary.
VAT shall apply as per applicable laws.
4.4 Invoicing for Fees
The Supplier shall issue an invoice upon the Candidate’s first day of employment, with payment due within 30 days, subject to satisfactory completion of pre-employment requirements.
4.5 Fee Structure
The Customer shall pay the Supplier 15% of the Candidate’s first-year gross salary as an engagement fee.
5) Refund Policy
5.1 If a Candidate ceases employment with the Customer within 24 weeks, the Supplier shall refund the Engagement Fee in accordance with the schedule below:
| Weeks Employed | Refund Percentage |
|——————-|——————-|
| 0 – 4 weeks | 100% |
| 5 – 12 weeks | 50% |
| 13 – 24 weeks | 25% |
5.2 Such refunds must be paid within 30 days of the Candidate’s last working day.
6) Candidate Suitability and Consent
6.1 The Supplier must obtain the Candidate’s explicit consent before submitting their profile or other details to the Customer.
6.2 The Supplier is responsible for pre-screening Candidates prior to Introduction.
6.3 The frequent submission of unsuitable Candidates may result in termination of this Agreement at the Customer’s discretion.
7) Non-Exclusivity of Arrangement
This Agreement is non-exclusive, and the Customer retains the right to procure recruitment services from Other Providers or through internal recruitment processes.
8) Code of Conduct
The Supplier shall comply with the Customer’s ethical and professional standards, including adherence to the Customer’s Master Code of Conduct.
9) Termination of Agreement**
9.1 Either Party may terminate this Agreement by providing 28 days’ written notice.
9.2 The Customer may terminate immediately in the event of a breach of this Agreement by the Supplier.
10) General Terms
10.1 This Agreement constitutes the entire understanding between the Parties, superseding all prior negotiations or terms. Modifications must be agreed upon in writing.
10.2 The Supplier shall not use the Customer’s branding, logo, or related intellectual property for promotional purposes without prior written consent.
10.3 This Agreement is confidential and must not be disclosed to third parties without prior authorization.
Signed by the Parties:
For **Vertex Talent Partners LLC**:
Name: Mohamed Fouad
Title: Partner & COO
Date: 10/02/2025
Customer Name:
Name:
Title:
Date: