Recruitment agency agreement format

This Agreement is made on [Date] between [Agency Name], having its office at [Agency Address] (the "Agency"), and [Client Company Name], having its office at [Client Address] (the "Client").

1. What the Agency does

1. The Agency will source, screen and refer candidates for positions the Client notifies to it in writing.
2. The Agency will share candidate profiles with the Client and coordinate interviews.
3. The Agency verifies each candidate's identity and stated contact details as standard. Any further background verification is a separate service, agreed and charged separately.
4. The Agency does not guarantee that any candidate will be selected, will join, or will remain in employment, except as set out in clause 7.
5. This Agreement covers permanent placement in India only. Contract staffing, third-party payroll, security personnel and overseas placement are not covered and require a separate agreement.

2. What the Client does

1. The Client will provide a written job description, the salary range, the location and the working hours for each position.
2. The Client will tell the Agency in writing within 7 days of making an offer to a referred candidate, stating the agreed joining date and the fixed annual CTC offered.
3. Within 7 days of the candidate joining, the Client will give the Agency a copy of the offer letter or appointment letter confirming the position, the joining date and the fixed annual CTC. The Client may redact anything in that document not needed to verify those three things.
4. During the replacement period in clause 7, the Client will on written request confirm whether the placed candidate is still employed, and the date and reason of exit if not.
5. The Client will tell the Agency in writing if it, or any group or associate company, engages a candidate introduced by the Agency in any capacity, whether or not the Client considers a fee to be due.
6. The Client remains responsible for its own final hiring decision, for verifying anything material to it, and for compliance with employment law in respect of anyone it employs.

3. Fee

1. The Client will pay the Agency [__%] of the candidate's fixed annual CTC for each placement.
2. "Fixed annual CTC" means the fixed annual salary stated in the candidate's offer letter, including employer statutory contributions, and excluding variable pay, performance bonus, joining bonus, retention bonus, relocation allowance, stock and reimbursements.
3. If the Client does not provide the confirmation required by clause 2.3 within 14 days of a written request, the fee will be calculated on the highest figure in the salary range the Client notified for that position under clause 2.1, and that amount is payable.
4. All fees are exclusive of GST, which will be charged at the applicable rate.

4. When the fee is payable

1. The fee falls due on the candidate's date of joining. The Agency will invoice on or after that date.
2. The Client will pay within [15 / 30] days of the invoice date.
3. Undisputed amounts unpaid after the due date carry interest at 1.5% per month until paid.
4. If the Client disputes an invoice it will say so in writing within 7 days of receiving it, giving reasons. Amounts not disputed remain payable on time.
5. While any undisputed invoice is overdue, the Agency may suspend work on the Client's other positions on written notice, without that suspension being a breach of this Agreement.
6. The Client will reimburse the Agency's reasonable costs of recovering overdue amounts, including legal fees.

5. If the offer is withdrawn or joining is delayed

1. If the Client makes a written offer to a referred candidate and then withdraws it, cancels the position, or does not permit the candidate to join, the Client will pay the Agency [50%] of the fee that would have been payable under clause 3.
2. If the joining date is postponed by more than [45] days from the date first notified under clause 2.2, the full fee under clause 3 becomes payable as if the candidate had joined on that later date.
3. Nothing in this clause applies where the candidate withdraws of their own accord, fails a background check the Client had commissioned, or is found to have misrepresented their qualifications or experience.

6. Introduction validity

1. A candidate is "introduced" on the date the Agency first sends that candidate's details to the Client.
2. If the Client, or any group or associate company of the Client, engages an introduced candidate within 12 months of introduction, the fee under clause 3 is payable — whether the engagement is permanent, temporary, contractual or consultancy, whether in the role originally discussed or any other, and whether the candidate is engaged directly, through another agency, or through any third party.
3. This clause survives termination of this Agreement.

7. Replacement guarantee

1. If a placed candidate resigns, or is terminated by the Client for non-performance or misconduct, within [90] days of joining, the Agency will source a replacement for the same role at no further fee.
2. The guarantee applies once per position, and only if the Client's account has no overdue invoices and the Client notifies the Agency in writing within 7 days of the candidate leaving.
3. The guarantee does not apply if the role is withdrawn or materially changed, if the Client makes the position redundant, or if the terms actually offered to the candidate differed from those given to the Agency.
4. The guarantee is a replacement, not a refund. No fee is refundable.

8. Candidates are never charged

1. The Agency does not charge candidates any fee, deposit or deduction at any stage, for any role.

9. Candidate information

1. Candidate details are shared for the sole purpose of the Client's own hiring for the notified position.
2. The Client will not forward candidate details to any third party, including group companies and other agencies, without the Agency's written consent.
3. The Client will keep candidate personal data secure, retain it no longer than it needs it for that hiring, and delete it on the Agency's written request unless it is required to keep it by law.
4. Each party will comply with applicable data protection law, including the Digital Personal Data Protection Act, 2023, and will tell the other without delay of any breach affecting candidate data shared under this Agreement.

10. Confidentiality

1. Each party will keep the other's business, commercial and personnel information confidential, and will not disclose it without written consent, except where disclosure is required by law.
2. This clause survives termination for 3 years.

11. Agency personnel

1. During this Agreement and for [12] months after it ends, the Client will not directly or indirectly solicit for employment, or engage, any employee or contractor of the Agency who has been involved in providing services to the Client, without the Agency's written consent.
2. If the Client engages such a person in breach of clause 11.1, it will pay the Agency a sum equal to three months of that person's gross remuneration with the Agency, as a genuine pre-estimate of the Agency's loss in recruiting and training a replacement.
3. This clause does not prevent the Client engaging someone who responds to a public advertisement not directed at the Agency's personnel.

12. Term and termination

1. This Agreement starts on [Date] and continues until terminated.
2. Either party may terminate on 30 days written notice.
3. Termination does not affect fees already earned, fees payable under clauses 5 and 6, or clauses 5, 6, 7, 9, 10, 11, 13 and 14, which all survive.

13. Liability

1. The Agency's total liability arising out of any placement is limited to the fee actually paid to the Agency for that placement.
2. The Agency is not liable for any misrepresentation made by a candidate as to their qualifications, experience or history, beyond the verification it has expressly agreed to carry out.
3. Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue or business.
4. Nothing in this Agreement limits liability for fraud, or for anything that cannot be limited by law.

14. Governing law

1. This Agreement is governed by the laws of India.
2. The courts at [Delhi] have exclusive jurisdiction.

15. General

1. This Agreement is the entire understanding between the parties on this subject and replaces anything agreed earlier.
2. It can only be amended in writing, signed by both parties.
3. Neither party may assign it without the other's written consent, which will not be unreasonably withheld.
4. Stamp duty, if any, is borne by the Client.
5. If any clause is held unenforceable, the rest continues in force.

16. Signed

Agreed by the parties on the date written above.