The Hire Syndicate

Terms of Use

Version 1.02 - Revised as of December 29, 2010

TheHireSyndicate.com (“THS”) provides a split-fee network to OUTSOURCED/AGENCY-SIDE recruiters around the globe. THS’s Terms of Use (the "Terms") are effective as of May 1, 2010 and revised and amended on December 29, 2010. Your continued use after such time of THS’s web site, feeds, applications for third-party web sites and services, and any other web services or applications owned, controlled or offered by THS (collectively, the "Web Site") shall signify your express acceptance of the Terms. By accessing or using the Web Site, you signify that you have read, understood, and agree to be bound by the Terms. By clicking the "I Agree" checkbox upon registration with the Web Site, you also expressly agree to these Terms.

Changes to Terms

THS reserves the right, at our sole discretion, to change, modify or otherwise alter the Terms at any time. Such modifications shall become effective immediately upon the posting thereof. You hereby agree that it is your responsibility to review the Terms on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the Terms at: http://www.thehiresyndicate.com/home/terms/ .

Relationship Between Users

THS makes the Web Site available as an online recruiter, employer, and candidate network. Under these Terms, "User" (or “you” or “your”) includes recruiters, candidates, employers, advertisers and other third party persons who visit or otherwise make use of the Web Site.

Web Site Content.

As a User of the Web Site, you understand that all postings are the sole responsibility of the User from whom such content originated. THS is not required to and does not control or verify the content or its quality, truth or accuracy made available through the Web Site. You agree that you must evaluate, and bear all risks associated with the use of any content made available on THS, including any reliance on the accuracy, completeness, or usefulness of such content.

Links.

Content available through the Web Site may contain links to other websites which are completely independent of the Web Site. THS is not responsible for nor endorses the accuracy, completeness, authenticity or safety of the information or links contained in the Web Site. Your linking to any other websites is at your own risk and THS will not be liable for any content or any loss or damage incurred as a result of any content posted, emailed or otherwise made available through the Web Site.

Split-Fee Arrangements Submitted Through the Web Site.

When a User submits a permanent position on the Web Site for a split fee arrangement with another User (the “Candidate Placement Submission”), the Users, both submitting, accepting and presenting candidates to the other User via the Candidate Placement Submission agree to be bound by the terms and conditions entered and accepted by the Users through the Web Site. Users expressly agree to be bound by the following terms and conditions as set forth in the Candidate Placement Submission: (i) the split terms (either a percentage or fixed amount); (ii) the guarantee period (either 30, 60, 90, or 180 days); and (iii) the client fee percentage (the percentage of a candidate’s starting base salary the client is paying for such placement). Any other additional terms and conditions set forth by the User shall not be binding between the Users unless expressly agreed to in writing. Additionally, unless otherwise agreed to in writing between the Users, the Users agree to be bound by the terms and conditions in Appendix A.

Dealings with other Users.

THS IS NOT A PARTY TO THE DEALING, CONTRACTING AND/OR FULFILLMENT OF ANY TRANSACTION BETWEEN USERS. All rights and obligations arise between the Users to such transaction and Users must look solely to the other for enforcement and performance of such rights and obligations, and any other terms, conditions, representations, or warranties associated with the transaction. Sample agreements or suggestions on the Web Site to help Users establish relationships with each other are provided by THS for educational purposes only. Users and third-parties agree to seek independent legal advice in regards to the creation of any relationship with other Users or third parties.

Dealings with Advertisers.

Your correspondence or business dealings with, or participations in promotions of advertisers found on or through THS, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such advertiser. You agree that THS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or of the presence of such advertisers on the Web Site.

Membership

Fees & Cancellation.

User is obligated to pay for any Web Site services in accordance with the amounts, method of payment, and times designated when the User signs up for those services. User may cancel its account at any time by emailing info@thehiresyndicate.com. Cancellations by phone will not be accepted. For paid services, refunds will not be given.

Conditions of Use.

By your use of THS's Web Site or services, you represent that you are of legal age to form a binding contract and are not a person barred from using THS's Web Site or services under the laws of the United States or other applicable jurisdiction. By your use, you agree to: (a) provide true, accurate, current and complete information about yourself in your use of THS's Web Site or services; and (b) maintain and promptly update your information on THS's Web Site or services to keep it true, accurate, current and complete. You understand you will be solely responsible for the contents you make available through THS's Web Site or services. If you provide any information that is untrue, inaccurate, not current or incomplete, or THS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, THS has the right to suspend or terminate your account, and refuse any and all current or future use of THS's Web Site or services.

Web Site Services and Products.

THS reserves the right to change the nature, structure, price or benefits of any product or service contained or described on the Web Site or performed by THS. In addition, our individual products or services may carry additional terms and conditions of use, and those terms and conditions are set forth in written contracts governing each specified product or service.

Compliance Generally.

Recognizing the global nature of the Internet, you agree your use of THS's Web Site or services shall comply with all state, national, international, and local laws and regulations having the force of law, including without limitation, intellectual property, import and export, employment (including EEOC and OFCCP), securities, privacy, online conduct, and acceptable content laws and regulations.

International Use.

The Web Site is controlled and operated from its facilities in the United States. THS makes no representations that the Web Site is appropriate or available for use in other locations. Those who access or use the Web Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Web Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. In particular, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will you transfer software, technology and other technical data via THS to parties identified on such lists; (b) agree not to use THS for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload or post via THS any software, technology or other technical data in violation of U.S. or other applicable import or export laws.

Prohibited Use.

You agree not to post, email, transmit, upload or otherwise make available content that:

• may create a risk of harm, loss, physical or mental injury to another person, or create a risk of any other loss or damage to any person or property;
• seeks to harm or exploit minors, by exposing them to inappropriate content or otherwise;
• may constitute or contribute to a crime or tort;
• contains any information or content that may be unlawful, harmful, abusive, racially or ethnically offensive, tortious, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
• impersonates any person or entity, including but not limited to, a THS official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity
• contains material you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• makes available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation;
• contains content contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets);
• makes available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intentionally or unintentionally violates any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
• "stalks" or otherwise harasses another person or entity;
• violates third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy;
• contains any information or content that you know is not true, accurate, current and complete; and/or
• collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above.

Membership Accounts

Member Account, Password and Security.

You will select a password and account designation upon completing THS's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account and ensuring that you exit from your account at the end of each session. You agree to immediately notify THS of any unauthorized use of your password or account or any other breach of security. THS cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

No Transfer, Assignment or Delegation.

User shall not transfer, assign, or delegate User's rights or obligations (including use of User's account) under the Terms to anyone. Any attempt to do so will be null and void.

Site Content

Users of THS understand that all postings are the sole responsibility of the person from whom such content originated. Additionally, Users are entirely responsible for the content that you post, email or otherwise make available through this Web Site.

THS does not claim ownership of content you submit or make available for inclusion on the THS Web Site or services. However, with respect to content (including, without limitation photos, graphics, audio, video or content in any other media) you submit or make available for inclusion on publicly accessible areas of the Web Site, you grant THS the worldwide, royalty-free and non-exclusive license(s) applicable to use, distribute, reproduce, modify, adapt, translate, publish, publicly perform and display such content (in whole or in part) and to incorporate such content into other works in any format or medium now known or later developed. To promote Users, THS may repost any content or information posted by Users on the THS Web Site for use on other third-party recruiting and employment related services. User grants THS, and its third-party partners, the worldwide, royalty-free and non-exclusive license(s) applicable to use, distribute, reproduce, modify, adapt, translate, publish, publicly perform and display such content (in whole or in part) and to incorporate such content into other works in any format or medium now know or later developed on third-party employment-related websites and services. Any such license exists only for as long as you elect to continue to include such content on THS's Web Site or services, and will terminate at the time you or THS removes such content from THS's Web Site or services.

Contributions to THS.

By submitting ideas, suggestions, documents and/or proposals ("Contributions") to THS through its suggestion, feedback or message posting services, you acknowledge and agree that:

• your Contributions do not contain confidential or proprietary information;
• THS is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
• THS shall be entitled to use or disclose, or not use or disclose, such Contributions for any purpose, in any way, in any media worldwide;
• THS may have something similar to the Contributions already under consideration or in development;
• your Contributions automatically become the property or THS without any obligation of THS to you; and
• you are not entitled to any compensation or reimbursement of any kind from THS under any circumstances.

Use and Storage Practices.

You acknowledge that THS may establish and modify general practices and limits concerning the use of THS services, including without limitation, the maximum number of days that email messages, message board postings or other uploaded content will be retained by THS, the maximum number or size of email messages that may be sent from or received by an account with THS, the maximum disk space that will be allotted on THS's serves on your behalf, and the maximum number of times and duration you may access THS's services within a given period of time. You agree that THS has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by THS's services. You acknowledge that THS reserves the right to suspend or terminate accounts that are inactive for an extended period of time.

Data.

You are solely responsible for the creation, storage and backup of your business records. This Terms and any registration for use of the Web Site will not be construed as creating any responsibility on THS's part to store, backup, retain, or grant access to any information or data for any period.

Proprietary Rights.

You acknowledge and agree that THS and any necessary software used in connection with THS's Web Site and its services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the content contained in advertisements or information presented to you through THS or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by THS or the applicable licensor (such as an advertiser or User), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the THS services or software, in whole or in part. You agree not to access THS's Web Site or services by any means other than via the interface that is provided by THS for use in accessing the THS Web Site or services.

Trademark Information.

You agree that all of THS's trademarks, trade names, service marks and other THS logos and brand features, and product and service names ("THS Marks") are trademarks and the property of THS. Without THS's prior permission, you agree not to display or use in any manner THS Marks.

Copyright or Intellectual Property Infringement.

THS respects the intellectual property of others, and we ask our Users to do the same. THS may, in appropriate circumstances and at its discretion, suspend, terminate or cancel the accounts of Users who may be repeat infringers. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide THS's Copyright Agent the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Web Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

THS's Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached at info@thehiresyndicate.com.

Interaction Through Web Site

You agree that the use of the THS Web Site and service is entirely at your own risk. The THS Web Site and service is provided on an "AS IS" or "AS AVAILABLE" basis, without any warrantees of any kind.

Your interactions with Users found on or through the service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such other User. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You agree that THS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that THS is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release THS, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.

WARRANTY DISCLAIMER

THS'S WEB SITE AND SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE", AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE.

THS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (i) THS SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THS SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THS SERVICES OR SOFTWARE; OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

THS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED OR ACCESSED THROUGH THE USE OF THS SERVICE OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THS OR THROUGH OR FROM THS'S SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE Terms.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You expressly understand and agree that THS and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be responsible or liable to you for any loss or damage of any sort, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, incurred as the result of any dealings resulting from the use or the inability to use the THS service, the cost of procurement of substitute goods and/or services, unauthorized access to or use of your account or contents you make available, statements or conduct of any third party on THS, or any other matter relating to the THS Web Site or services.

If there is a dispute between Users on this Web Site, or between Users and any third party, you understand and agree that THS is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you hereby release THS, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or to THS's Web Site or services.

Third Party Beneficiary.

You acknowledge and agree that the value, reputation and goodwill of the Web Site depend on the User's obligations and agreements as set forth in the Terms. User agrees therefore to appoint THS as a third-party beneficiary of the Terms for the purposes of enforcing the obligations owed to, and the benefits, conferred upon THS by this Terms. User further agrees that THS has the right to take such actions with respect to any obligation or agreement arising under or relating to this Terms, including without limitation, suspension, termination, or legal actions, as THS in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Web Site. With exception of the foregoing, or as may be otherwise provided for in these Terms, you agree that there shall be no third-party beneficiaries to this agreement.

Indemnity

Users agree to indemnify and hold THS, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any and all losses, costs, expenses, damages or other liabilities incurred by THS, and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, action or demand, including reasonable attorney fees and court costs, brought by any third party against THS in connection with your use of the Web Site, including any content submitted, posted or made available through the Web Site and payment obligations incurred through the use of the Web Site.

General

The parties affirm and agree that they are equal employment opportunity outsourced/agency-side recruitment professionals and are in full compliance with any and all applicable anti-discrimination laws, rules, and regulations. The parties agree not to harass, discriminate against, or retaliate against any employee of the other because of race, national origin, age, sex, religion, disability, marital status, or other category protected by law; nor shall any party cause or request the other party to engage in such discrimination, harassment, or retaliation. In the event of any complaint of unlawful discrimination, harassment, or retaliation, the parties agree to cooperate in the prompt investigation and resolution of such complaint, and shall indemnify each other with respect to any violation.

No Relationship.

Neither these Terms nor the services to be provided hereunder shall be construed to create any relationship of employment, agency, partnership or joint venture between the Userand THS.

Content, Remedial Action.

You agree that THS may or may not pre-screen the content on its Web Site and which is made available through its services, and that THS shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse or remove any content that is available via the Web Site and its services. THS and its agents shall have the right to take remedial action, including but not limited to, removing any content which violates these Terms or is otherwise objectionable, terminating or suspending the sending User's registration, and subjecting such User to civil and criminal penalties.

Privacy.

THS is committed to protecting your privacy in accordance with our Privacy Policy, herein fully incorporated. THS's Privacy Policy shall not cover content which User makes available for public access on the Web Site, or is otherwise in the public domain.

Refusal, Termination and Suspension.

THS reserves the right in its sole discretion to refuse, suspend, or terminate your account without prior notice to anyone for any reason or no reason.

Entire Agreement and Severability.

These Terms, together with any other legal notices and agreements published by THS via the Web Site, shall constitute the entire agreement between you and THS concerning the Web Site and its services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

Choice of Law and Forum.

These Terms and any disputes concerning the validity, interpretation, or performance of any of its terms or provisions, or any rights or obligations of the parties hereunder, governed by the laws of the State of New York, without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against THS shall be resolved by a court located in the county of New York, New York. You and THS agree to submit to the personal jurisdiction of the courts located within the county of New York, New York, and agree to waive any and all objections to the exercise of jurisdiction over parties by such courts and to venue in such courts.

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APPENDIX A

AGREEMENT BETWEEN USERS (the “Agreement”)

For split-fee/cooperative placements, the following agreement contains the general guidelines as to the general terms and conditions between Users, however, Users are free to mutually agree to such different terms as agreed upon.

This Agreement is for the purpose of jointly recruiting and placing the candidate (the "CANDIDATE"). Through this Agreement, the recruiter with the job order, along with the recruiter's firm and employees, consultants, or affiliates of the recruiter's firm, will be collectively referred to as the "PLACEMENT RECRUITER," and the recruiter supplying the candidate, along with the recruiter's firm and employees, consultants, or affiliates of the recruiter's firm, will be collectively referred to as the "CANDIDATE RECRUITER."

IN CONSIDERATION of the mutual covenants contained herein, the parties do hereby agree to the following:

1. The PLACEMENT RECRUITER owns the relationship with the client, and therefore (unless otherwise agreed by the parties as to any particular job order) will solely and directly interact with the client in developing, clarifying and communicating the job requisition; including defining and prioritizing must have skills, experiences and attributes.
2. The PLACEMENT RECRUITER will consult with the client, including planning and coordination, scheduling meetings, and maintaining communications regarding any significant activity regarding CANDIDATES.
3. Exact fees and guarantee agreements with a client/employer will be fully disclosed by the PLACEMENT RECRUITER to the CANDIDATE RECRUITER upon request. Placement fees will be billed in accordance with this agreement.
4. Placement fees received by a PLACEMENT RECRUITER will be shared with the CANDIDATE RECRUITER as determined in the placement advertisement. Upon the closing of a placement, the PLACEMENT RECRUITER will invoice the employer/client, and, upon request of the CANDIDATE RECRUITER, shall furnish each party with a copy of the invoice. The portion of the fee owed to the CANDIDATE RECRUITER will be disbursed immediately upon access to funds following deposit of payment from the employer/client. Upon request of the CANDIDATE RECRUITER, a copy of the employer/client's check will accompany payment to each party.
5. Confidentiality will be observed at all times. Confidential information received from one party will not be disclosed without written consent by the other party.
6. Guarantees shall be honored fully by each party. The PLACEMENT RECRUITER will coordinate the refund or replacement process.
7. If the PLACEMENT RECRUITER has a refund guarantee and if a fall-off occurs within 90 days of the CANDIDATE start date on a cooperative placement, the portion of the fee paid to the CANDIDATE RECRUITER must be refunded to the PLACEMENT RECRUITER within ten (10) days of notification of the fall-off.
8. During the course of the cooperative placement, only authorized representatives of the PLACEMENT RECRUITER will contact the client, unless otherwise agreed.
9. During negotiations between a CANDIDATE and a client company, the PLACEMENT RECRUITER will be considered to have complete authority and responsibility for all related communications. The CANDIDATE RECRUITER will cooperate fully with whatever assistance is requested by the PLACEMENT RECRUITER.
10. Each party agrees to a prohibition against using information about any job order to obtain the job order as their own. The CANDIDATE RECRUITER will respect the client company relationships of the PLACEMENT RECRUITER and shall not use shared information for any business development purposes for a minimum of one year after the job order is closed.
11. Candidate referrals are valid for one year from the date this Agreement is accepted by all parties. During any time after the original referral from CANDIDATE RECRUITER, the CANDIDATE responding to any solicitation or follow-up to determine availability, either written or verbal, will still be considered a split-fee candidate, whether or not the CANDIDATE has changed employers since the original referral by the CANDIDATE RECRUITER.
12. Whenever the PLACEMENT RECRUITER contacts the CANDIDATE for any reason, the person making the contact will identify the CANDIDATE RECRUITER.
13. Placement fees resulting from referral(s) obtained directly from the CANDIDATE provided by the CANDIDATE RECRUITER will be split as per this Agreement.
14. Any significant step involving the CANDIDATE's prospective employment (i.e. initial interview, second interview, offer, and turndown) will be reported to CANDIDATE RECRUITER as soon as possible.
15. The CANDIDATE RECRUITER maintains control of the CANDIDATE for the full term of this Agreement and can deny contact with the CANDIDATE by the PLACEMENT RECRUITER if the CANDIDATE is in negotiation with a CANDIDATE RECRUITER client or has accepted a job for which the CANDIDATE RECRUITER has been paid.
16. All referrals, job orders, or other related information exchanged between the firms must be non-discriminatory and will be in strict accordance with all applicable laws pertaining to Equal Employment Opportunity.
17. This Agreement contains the complete understanding concerning the contractual arrangement between the parties.
18. This Agreement, and the application or interpretation thereof, will be governed exclusively by its terms and by the laws of the State of New York (Jurisdiction)
19. The persons accepting this Agreement represent and warrant that they have the full authority to accept this Agreement on behalf of and bind the party for whom they are accepting and that this Agreement is fully authorized and bind such party.