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Sample 1 - Permanent & Contract

This Agreement is made and entered into this Day ________ of 2001, by and between _________________ (hereafter referred to as "agency") and _________________________. This agreement sets out the terms of fee sharing between the two companies, both of which are agencies engaged in recruiting and/or staffing services, each for its own specific clients, firms, and institutions.

TERMS & CONDITIONS

1. Full Time Placements: Both agencies agree to share evenly the fee collected for the placement of each referred Full Time applicant/candidate. The agency receiving the fee will forward a copy of the client's check, and one-half of the earned fees to the agency that supplied the candidate(s), on the day any payment is received.

2. Contract Placements: Both agencies agree to share evenly the Gross Profit of the hourly fee collected for the placement of each referred applicant/candidate. The Gross Profit for each candidate is defined as the Gross Revenues minus the Employee Costs (if applicable). Employee Costs are solely defined for the purpose of this specific agreement as the amounts required by law that are to be deducted from the employee's salary such as Social Security Tax, State Income Tax, Federal Income Tax, Medicare, and SDI. The agency receiving the fee will forward a copy of the client's check, an explanation of the specific Employee Costs of the candidate, and one-half of the Gross Profit to the agency that supplied the candidate(s), on the day any payment is received.

3. Contract to Full Time Placements: Any contract-to-full time candidate(s) that have been placed with a customer/client and is subsequently hired by the client as a full-time employee, the agency placing the candidate with the client shall be required to share evenly any fee/commission collected for the placement. The agency receiving the fee/commission will forward a copy of the client's check, and one-half of the fee/commission to the agency that supplied the candidate(s), on the day any payment is received.

4. Any three-way interagency split agreements must have prior written approval from all agencies involved.

5. Neither agency may assign or pledge any rights or obligations hereunder and may not subcontract any portion of its obligations hereunder to any other party.

6. Neither agency will represent themselves as an affiliate in any way to any customers of the other agency.

7. During the term of this Agreement and for a period of one (1) year following the written termination of this Agreement, both agencies agree not to solicit or attempt to solicit, either directly or indirectly, the business or trade of each others existing customers/clients.

8. Candidates are referred without time limitations for split fee purposes. When a referred candidate is hired through this agreement, it shall be the responsibility of the agency placing the candidate to notify the referring agency of the placement, including all terms of the placement.

9. The terms for each job order regarding the specific placement fee and/or any reimbursement agreement shall be identified between the agencies. If either agency is required to reimburse a placement fee to a customer/client on a candidate that was placed through this interagency contract/agreement, the reimbursement will be shared equally by both agencies.

10. The rights and responsibilities of the parties set forth in this agreement shall be governed under California law.

11. This recruiting agreement supercedes any previous agreements between the two agencies, if applicable, and shall remain in perpetual effect through any corporate/company name changes by either party. This agreement may be terminated by either party with seven (7) days written notice to the other party.

12. This recruiting agreement constitutes the entire agreement of the parties hereto and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied herein unless contained in a modification in writing executed by all of the parties hereto, shall be of any force and effect.

13. If any term or provision of this Agreement shall be found to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary by the adjudication to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

14. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligation hereunder of the parties hereto shall be settled and determined by arbitration before the Commercial Panel of the American Arbitration Association in accordance with the Commercial Arbitration Rules. The arbitrators shall have the power to award specific performance or injunctive relief and reasonable attorneys' fees and expenses to any party in any such arbitration. However, in any arbitration proceeding arising under this Agreement, the arbitrators shall not have the power to change, modify or alter any express condition, term or provision hereof, and to that extent the scope of their authority is limited. The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having jurisdiction thereof.