TALENT SOURCING VENDOR CONTRACT

Parties Involved

This Talent Sourcing Vendor Contract ("Contract") is entered into on March 13, 2050, ("Effective Date") by and between [Your Company Name] (“Talent Sourcing Vendor”) with its principal place of business at [Your Company Address] and ProTech Inc. (“Client”) with its principal place of business at 22 Eastwood, Manhattan, NY 11990.

Scope of Services

Services to be Provided: The Talent Sourcing Vendor agrees to provide the following services ("Services") to the Client Company:

1. Candidate Sourcing: The Talent Sourcing Vendor will actively source and identify potential candidates who meet the specified criteria and qualifications outlined by the Client Company for open positions. This includes but is not limited to conducting online searches, utilizing professional networks, and engaging in other recruitment methods.

2. Initial Screening: The Vendor will conduct an initial screening of potential candidates, including a review of their resumes and qualifications, to ensure they meet the basic requirements set forth by the Client Company.

3. Interview Coordination: Upon the request of the Client Company, the Vendor will coordinate interviews between the Client and selected candidates, ensuring that interviews are scheduled in a timely and efficient manner.

4. Background Checks: The Vendor will perform background checks, as required by the Client Company, on candidates who have been selected for further consideration, in accordance with applicable laws and regulations.

5. Reference Checks: The Vendor will conduct reference checks for candidates, contacting provided references to gather relevant information about the candidate's work history and qualifications.

6. Documentation: The Vendor will maintain accurate and complete records of all candidates submitted, interviews conducted, and background/reference checks performed.

7. Performance Standards: The Vendor agrees to perform the Services with the highest level of professionalism and in accordance with industry best practices. The Vendor will use its best efforts to identify and present qualified candidates for consideration by the Client Company.

8. Reporting: The Vendor will provide regular reports to the Client Company, as mutually agreed upon, detailing the progress of candidate sourcing and recruitment efforts, including the number of candidates sourced, interviewed, and the status of background and reference checks.

Candidate Submission

1. Candidate Profiles: The Vendor shall submit candidate profiles to the Client Company in a format mutually agreed upon by both parties. Each candidate profile shall include, at a minimum:

• Candidate's full name and contact information.

• Resume detailing relevant qualifications, experience, and education.

• Results of initial screenings conducted by the Vendor.

• Any additional information or assessments as specified by the Client Company.

2. Timing of Submissions: The Vendor will submit candidate profiles to the Client Company promptly and in accordance with agreed-upon timelines. Candidate profiles will be provided as soon as practicable after the Vendor has identified qualified candidates.

3. Confidentiality: The Vendor agrees to maintain the confidentiality of all candidate information and materials shared by the Client Company, including but not limited to resumes, interview notes, and feedback, in accordance with the confidentiality provisions of this Contract.

Fees and Payment Terms

1. Fees: The Client Company shall pay the Talent Sourcing Vendor fees for the Services provided under this Contract. The fees shall be as follows:

2. Placement Fee: The Client Company will pay a placement fee for each successful candidate hired through the Vendor's efforts. The placement fee will be 15% of the candidate's first-year annual base salary. Payment of the placement fee is due within 30 days of the candidate's start date with the Client Company.

3. Sourcing Fee: In the event that the Client Company decides not to hire a candidate presented by the Vendor but subsequently hires that candidate within 90 days from the date of presentation, the Client Company shall pay a sourcing fee equal to 10% of the candidate's first-year annual base salary. Payment of the sourcing fee is due within 15 days of the candidate's start date.

4. Additional Services: In the event that the Client Company requests additional services beyond the scope defined in this Contract, the parties shall mutually agree on the fees associated with such additional services.

5. Payment Terms: The Client Company shall make payments to the Talent Sourcing Vendor in U.S. dollars. Payment shall be made via wire transfer to the following account:

Account Name:	[Your Company Name]
Bank Name:	Manhattan Bank
Account Number:	1234567890
Routing Number:	987654321
Swift Code:	MANHUS33

6. Invoicing: The Vendor shall submit invoices to the Client Company for services rendered, including placement fees, sourcing fees, or fees for additional services. Invoices shall be submitted on a monthly basis, with detailed information on the candidates placed or services provided.

7. Late Payments: Any payments not received by the Talent Sourcing Vendor within 15 days of the due date shall be subject to interest at the rate of 1.5% per annum, or the maximum rate allowed by applicable law, whichever is lower.

Confidentiality

1. Confidential Information: Both parties acknowledge that during the term of this Contract, they may have access to confidential information and proprietary data of the other party. Confidential information includes, but is not limited to, candidate data, client data, business strategies, and financial information.

2. Obligations: The Talent Sourcing Vendor agrees to:

• Use confidential information solely for the purpose of providing the Services outlined in this Contract.

• Protect confidential information from unauthorized access, use, or disclosure.

• Not disclose confidential information to any third party without the prior written consent of the Client Company.

• Return or destroy all confidential information and any copies thereof upon termination of this Contract.

3. Data Protection: The Talent Sourcing Vendor shall comply with all applicable data protection laws and regulations, including the EU General Data Protection Regulation (GDPR), where applicable. The Vendor shall implement appropriate data security measures to protect candidate and client data.

Term and Termination

1. Term: This Contract shall commence on the Effective Date and shall remain in effect for an initial term of 24 months. After the initial term, the Contract shall automatically renew for successive 12-month terms unless either party provides written notice of termination at least 90 days prior to the end of the then-current term.

2. Termination for Convenience: Either party may terminate this Contract for convenience at any time by providing 90 days' written notice to the other party. In the event of termination for convenience, the Client Company shall pay for all services rendered up to the date of termination.

3. Termination for Cause: Either party may terminate this Contract for cause if the other party materially breaches any of its obligations under this Contract and fails to remedy the breach within 30 days of receiving written notice specifying the breach. Termination for cause shall be effective immediately upon written notice.

4. Effects of Termination: Upon termination of this Contract, the Talent Sourcing Vendor shall promptly provide any outstanding candidate profiles, records, or information to the Client Company. The Client Company shall pay any outstanding fees owed to the Vendor as of the termination date.

Intellectual Property

1. Ownership of Candidate Profiles and Materials: All candidate profiles, assessments, reports, and any other materials created, generated, or provided by the Talent Sourcing Vendor in the course of providing Services under this Contract shall remain the exclusive property of the Client Company.

2. License: The Talent Sourcing Vendor shall grant the Client Company a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the candidate profiles and materials for the sole purpose of evaluating and hiring candidates.

Compliance with Laws

1. Legal Compliance: Both parties shall adhere to all applicable federal, state, and local laws and regulations, including but not limited to, anti-discrimination laws, labor laws, and data protection laws. The Talent Sourcing Vendor shall ensure that its recruitment and screening processes comply with all relevant legal requirements.

2. Equal Opportunity: The Talent Sourcing Vendor shall not discriminate against any candidate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or any other protected status under applicable law.

Indemnification

1. Vendor Indemnification: The Talent Sourcing Vendor agrees to indemnify, defend, and hold harmless the Client Company, its officers, directors, employees, and agents, from and against any and all claims, demands, suits, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to any breach of this Contract or the Talent Sourcing Vendor's negligence, misconduct, or violation of applicable laws.

2. Client Company Indemnification: The Client Company agrees to indemnify, defend, and hold harmless the Talent Sourcing Vendor, its officers, directors, employees, and agents, from and against any and all claims, demands, suits, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to any breach of this Contract by the Client Company or its agents.

3. Procedure: In the event of a claim or legal action for which indemnification is sought under this section, the indemnified party shall promptly notify the indemnifying party in writing of the claim. The indemnifying party shall have the right to control the defense and settlement of such claim, provided that it shall not settle any claim without the consent of the indemnified party if such settlement would result in any admission of liability by the indemnified party or impose any obligation on the indemnified party other than the payment of money.

Insurance

Insurance Requirements: The Talent Sourcing Vendor shall maintain insurance coverage throughout the term of this Contract to protect against potential liabilities arising from its operations and services. The Vendor shall provide the Client Company with proof of the following insurance coverages upon request:

• Professional Liability Insurance: The Talent Sourcing Vendor shall maintain professional liability insurance with a minimum coverage limit of $1,000,000 per occurrence.

• General Liability Insurance: The Talent Sourcing Vendor shall maintain general liability insurance with a minimum coverage limit of $2,000,000 per occurrence.

• Workers' Compensation Insurance: The Talent Sourcing Vendor shall maintain workers' compensation insurance as required by applicable laws.

• Cybersecurity and Data Breach Insurance: The Talent Sourcing Vendor shall maintain cybersecurity and data breach insurance with a minimum coverage limit of $1,000,000.

Dispute Resolution

1. Negotiation: In the event of any dispute or disagreement arising out of or in connection with this Contract, the parties shall first attempt in good faith to resolve the dispute through negotiation. The parties shall promptly schedule a meeting or engage in discussions to address the issue and seek a mutually agreeable resolution.

2. Mediation: If the dispute cannot be resolved through negotiation within 30 days from the date of written notice of the dispute, the parties agree to submit the dispute to non-binding mediation conducted by a mutually agreed-upon mediator. The mediator shall facilitate communication and assist the parties in reaching a resolution. The costs of mediation shall be shared equally between the parties.

3. Arbitration: If mediation does not result in a resolution of the dispute, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in New York, New York, and the arbitrator's decision shall be final and binding on both parties. Each party shall bear its own attorney's fees and costs associated with the arbitration.

4. Litigation: If arbitration does not result in a resolution of the dispute, either party may pursue legal action in a court of competent jurisdiction located in New York, New York. Both parties agree to waive any right to a jury trial and consent to the exclusive jurisdiction of the courts of the State of New York.

Governing Law

1. Applicable Law: This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes or claims arising out of or in connection with this Contract shall be subject to the laws of the State of New York.

2. Jurisdiction: Any legal action or proceeding arising out of or related to this Contract shall be brought exclusively in the state or federal courts located within the State of New York, and both parties consent to the personal jurisdiction of such courts.

Amendments and Modifications

This Contract may only be amended or modified in writing and signed by both parties. No oral or implied agreements shall have any effect on the terms and conditions of this Contract.

Signatures

By signing below, the Client Company and the Talent Sourcing Vendor acknowledge their understanding of and agreement to the terms and conditions outlined in this Contract.

Client Company:

[Signature]

Grace Dawson

HR Manager

Human Resources

Manhattan, NY 10971

March 13, 2050

Talent Sourcing Vendor:

[Signature]

Your Name

Representative

Your Company Name

Your Company Address

March 13, 2050

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