Hey Foster – Terms of Service (Retainer Model)

1. Retainer Plans

Hey Foster offers two retainer plans:

• 6 Placement Plan: Up to 6 candidate placements per 12-month period.
• 30 Placement Plan: Up to 30 candidate placements per 12-month period.

No additional differences exist between plans besides the number of placements allowed.

2. Billing and Payment Terms

• Clients agree to a minimum commitment period of twelve (12) months.
• Payments shall be billed monthly and evenly spread over the 12-month service period.
• Payment is due monthly upon receipt of the invoice.
• Placements do not roll over. Unused placements expire at the end of each 12-month period.

3. Scope of Services

Services provided include:

• Candidate sourcing
• Initial screening
• Interview scheduling

4. Six-Month Right Match Promise

Hey Foster provides a six-month Right Match Promise under the following terms:

• Eligible circumstances for replacements include layoffs or redundancies within six (6) months of placement.
• Each placement is eligible for one (1) replacement only.
• Replacements do not count toward your annual placement cap.
• No refunds will be provided. We will continue working until a satisfactory replacement is found.

5. Client Responsibilities

Clients agree to:

• Provide timely communication.
• Be available for candidate interviews.
• Provide clear and constructive feedback promptly.

6. Contract Renewal and Cancellation

• Agreements automatically renew at the end of each 12-month period unless written notice of cancellation is provided by the client prior to the renewal date.
• Early cancellation is subject to penalties. Upon early termination, the Client must pay the Agency a fee equal to 20% of the first-year annual salary for each placement made during the retainer period, minus fees already paid under the retainer.

7. Liability Limitation

The Agency's liability arising from this Agreement is limited to the fees actually paid by the Client to the Agency in the twelve (12) months preceding any claim.

8. Confidentiality

• Both parties agree to maintain confidentiality regarding all shared data and candidate information. Neither party shall disclose, share, or otherwise use confidential information for purposes outside of this Agreement.

9. Ownership of Materials

Hey Foster retains exclusive ownership of all candidate sourcing materials, candidate databases, and related intellectual property developed or created during the retainer engagement.

10. Dispute Resolution

• Disputes arising from this Agreement will first be addressed through mediation.
• Should mediation fail, either party may then seek resolution through the appropriate legal channels within the jurisdiction of Delaware.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

12. Amendments

Any modifications or amendments to this Agreement must be in writing and agreed upon by both parties.

By engaging Hey Foster's services under this retainer agreement, the Client agrees fully to these Terms of Service.

Updated on 1/1/24