TERMS & CONDITIONS

Terms for recruiting only

Additional Terms

• If a candidate’s assignment is terminated by the Client within 90 days of the candidate’s start date due to lack of satisfactory performance by the candidate or by the candidate for any reason other than set forth in the next sentence, FPG will provide one replacement candidate with a comparable salaried person. If a candidate leaves an assignment due to changes made by Client that substantially affect the position for which the candidate was hired, including, without limitation, if the candidate’s duties and/or compensation are changed, the position is relocated to a different location, or the candidate’s supervisor leaves their employment, FPG shall have no obligation to provide a replacement candidate. If any newly hired candidate fails to complete (100%) of the applicable training required by the recruitment agreement between FPG and Client, Client forfeits any replacement-of-the-candidate guarantee by FPG. Client agrees to notify FPG RECRUITING within 10 calendar days of the candidate’s assignment termination (regardless of the reason for termination). FPG’s obligation to provide a replacement guarantee, along with any other guarantee or discount agreed to in writing by FPG is contingent upon full payment for services (as set forth in the Agreement between FPG and the Client) being received by FPG within 30 days of the start date of each candidate.
• This search agreement with FPG is exclusive. Client agrees not to engage another firm for placement of a candidate in the specified position during the term of this Agreement and agrees to cease all internal recruiting efforts (i.e., “stand down”) related to the position assigned to FPG. FPG is committed to filling the positions assigned to us. During the contract period with FPG, it is agreed that Client’s hiring team will forward any candidates they would like to consider to FPG. FPG will interview and present the candidates if they are qualified according to Client’s requirements. If a candidate previously applied to a job posting Client had, but was not hired by the Client, such candidate shall be considered an FPG candidate if they complete FPG’s processes, pass FPG’s assessments, and are formally presented to the Client by FPG. For all candidates placed, the second payment will be due.
• The Client’s primary contact for FPG’s placement of a candidate MUST be a full-time employee of the Client and a hiring manager.
• FPG acknowledges that the Client will still have the ability to fill the designated position through its internal employee promotion processes (rank and salary increase promotion), with no fee due for such filled position beyond the retainer/progress payment to FPG.
• Unless otherwise agreed to in writing by FPG, material changes in the job specifications, role, and requirements during the term of the initial search period will be considered by FPG to be a separate/new search and will be worked and invoiced to Client as such.
• Candidates presented to the Client by FPG shall be considered “live” for one year from the date of FPG’s presentation of the candidate to the Client and if the Client hires that candidate at any time during the one-year period, the Client shall pay to FPG the agreed-upon recruiting fee.
• If a candidate presented by FPG is hired for a position that was not initially assigned to FPG to fill, the Client shall be obligated to pay the customary recruiting fee to FPG for that candidate.

Conditions of Satisfaction:

• FPG will provide:
  -Vetted and qualified candidates for each position.
  -SPQ and CSI reviews for each candidate.
  -Resume and synopsis for each candidate
• The Client will interview all candidates presented by FPG within 72 hours of presentation of the candidate to the Client
• The Client will provide FPG Recruiting with candidate feedback within 24 hours of the Client’s interview of the candidate.
• The Client will maintain open line of communication with FPG Recruiting and respond to all inquiries or updates within 24 hours (text, email, or phone call).
• The Client will have final approval on all hiring decisions.
• Any New Hire placed by FPG will be required to complete the Warrior Selling® 90-day program.The New Hire must attend the first available FPG Bootcamp after their start date. Additionally, any Sales Leader placed by FPG will also be required to complete FPG’s Leadership Sales Coaching program.
• The Client agrees to require the New Hire to attend the FPG Bootcamp and each training session.
• If any New Hire fails to complete (100%) of the training programs required by FPG as listed in the recruitment agreement, the Client forfeits the replacement-of-candidate guarantee for the position by FPG.
• No changes to the Client’s job description, position logistics, compensation or other terms and conditions of employment may be made following execution of this agreement or within the first 90 days of the New Hire’s employment. To the extent any changes are made prior to the placement, this will be considered a separate/new search and will be worked and invoiced to the Client as such. To the extent changes are made to the New Hire’s terms and conditions of employment that substantially affect the position for which the New Hire was hired, and the New Hire leaves his/her employment within 90 days of hire as a result, FPG shall have no obligation to provide a replacement candidate.
• The Client will provide FPG with Key Performance Indicators (“KPI’s”) to be met by New Hire in order for FPG to gauge the New Hire’s 90-day success. The Client will provide the KPI’s to FPG. The KPI’s will be added to the contract via a separate amendment.

Background check terms:

FPG WILL NOT BE LIABLE TO ANY PARTY FOR DAMAGES, AND THE CLIENT HEREBY RELEASES FPG FROM ANY LIABILITY FOR DAMAGES ARISING UNDER ANY THEORY OF LEGAL LIABILITY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. IN THE EVENT FPG IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO THE CLIENT FOR ANY ACTION, FACT OR EVENT ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING ANY CLAIM FOR NEGLIGENCE), AT LAW OR IN EQUITY, THE AMOUNT OF DAMAGES RECOVERABLE AGAINST FPG SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO FPG BY THE CLIENT FOR THE SERVICE TO WHICH A CLAIM RELATES UNDER THIS AGREEMENT AND RECOVERY OF THE AMOUNT SHALL BY [OTHER PARTY’S] SOLE AND EXCLUSIVE REMEDY HEREUNDER.

THE CLIENT UNDERSTANDS AND ACKNOWLEDGES, THAT FPG OBTAINS INFORMATION UNDER THIS AGREEMENT FROM THIRD PARTY SOURCES “AS IS” AND IS PROVIDING THE INFORMATION TO THE CLIENT ON AN “AS IS” BASIS. FPG EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES FOR THE ACCURACY, VALIDITY OR COMPLETENESS OF ANY BACKGROUND INFORMATION OBTAINED FROM A THIRD PARTY AND PROVIDED TO THE CLIENT UNDER THIS AGREEMENT. THIS DISCLAIMER INCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE.

General terms for all contracts

Payment Terms:

• Invoices for deposits are due upon the Client’s receipt of the deposit invoice. All monthly invoices for services are due no later than 30 days from the invoice date. Any invoices that remain unpaid beyond sixty (60) days of the invoice date will incur a 5% late fee, and FPG’s services will be suspended until the Client has paid all outstanding invoices in full.
• All fees and amounts set forth in this agreement are stated and agreed upon in U.S. Dollars.

Non-solicitation:

• It is further acknowledged and agreed that during the term of this agreement and for a period of one (1) year following termination of this agreement by either party for any reason, the Client shall not solicit, induce or encourage any current FPG employee or contractor to terminate their employment or engagement with FPG or breach any employment or contractual agreement with FPG or otherwise interfere with the relationship between FPG and such employee or contractor. If the Client breaches this provision, the Client agrees to pay liquidated damages to FPG in the amount of double the Client’s highest contract price, per breach, which the Client shall pay to FPG within 30 days of the breach.

Intellectual Property or “Copyright:

When used in this agreement, the term for Intellectual Property or “Copyright” shall be understood to mean that bundle of rights (including but not limited to the right to produce, distribute, perform, display, create derivative works, and prevent unauthorized copying of) that protect original works of authorship fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device. “Works of authorship” (including computer programs or source code) include but are not limited to the following: literary works; literary characters; musical and dramatic works; pantomimes and choreographic works; pictorial, graphic, and sculptural works; motion pictures and other audiovisual works; models and architectural works; compilations and collective works; assessments; interview guides; group interview processes; sound recordings; and all derivative works thereafter. “Tangible media” shall include, but are not limited to, books, periodicals, manuscripts, phone records, films, tapes, and disks.

• Intellectual Property, in part or in whole, created, made, or originated by Leading Edge, LLC licensed to FPG shall be the sole and exclusive property of Leading Edge, LLC, except as Leading Edge, LLC may voluntarily choose to transfer such property and corresponding rights, in full, or in part, any reproduction of material without the written authorization of Leading Edge, LLC or FPG as its licensed representative shall be determined to be an infringement of the “Copyright” provision.
• Special works created in circumstances that may properly be regarded as “made for hire” will be the Intellectual Property and be a “Copyright” of Leading Edge, LLC.
• Negotiated contractual transfers, and “Joint works” as described in the Copyright Act, where Leading Edge, LLC can be considered a co-author will be the Intellectual Property and be a “Copyright” of Leading Edge, LLC.
• If the Client is in violation of this use of the Intellectual Property or “Copyrighted” product, the Client agrees to pay liquidated damages in the amount of two times the highest 12-month contract price in force during the life of the contract period per breach within 30 days of the violation.

Disputes and equitable remedies:

• THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, INTERPRETED, AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF, AND SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS.
• Any judicial proceedings brought by or against either Party regarding any dispute arising out of this Agreement or any matter related hereto shall be brought exclusively in the courts of the State of Texas. By execution and delivery of this Agreement, each Party hereby submits to the jurisdiction of such courts.
• EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.