Current version effective October 3, 2026.
I. REFERRAL AND PLACEMENT SERVICES PROVIDED BY THE AGENCY
For purposes of this Agreement, Deb’s Domestic Agency, LLC (“DDA” or the “Agency”) provides domestic staffing search, screening, referral, and placement services to clients seeking household and private-service employees. The Agency identifies and introduces prospective candidates for the Client’s consideration but does not employ the candidates it refers and does not become a party to any employment relationship or employment agreement between the Client and a referred candidate.
1.1 Referral Services. The Agency will use reasonable efforts to identify, evaluate, screen, and refer candidates whom the Agency believes may satisfy the Client’s stated qualifications, requirements, and preferences. The Agency may, as part of its referral services, assist with candidate communications, interview coordination, compensation guidance, reference and background screening, working-trial coordination, and offer facilitation. Such assistance does not constitute employment, co-employment, supervision, direction, or control of any candidate or Employee by the Agency.
The Client is under no obligation to hire any candidate referred by the Agency, and the Agency does not guarantee that a suitable candidate will be identified, referred, available, accept employment, remain employed, or perform to the Client’s satisfaction.
1.2 Employment Relationship. Any decision to interview, engage, hire, retain, supervise, discipline, or terminate a candidate or Employee rests with the Client. If the Client hires or otherwise employs a candidate referred by the Agency, the employment relationship is directly and exclusively between the Client and the Employee.
The Agency is not the employer or co-employer of any referred candidate or Employee and does not determine or control the Employee’s work schedule, hours, compensation, benefits, job duties, work methods, working conditions, supervision, performance standards, discipline, or termination. Those matters are the responsibility of the Client and Employee, subject to applicable law and any agreement between them.
The Agency may provide recommendations, market information, professional guidance, or assistance concerning the employment relationship and may decline to make or continue a referral when the Agency reasonably determines that doing so would be inconsistent with applicable law, safety, professional standards, the Client’s stated requirements, or the Agency’s legitimate business interests. Providing such assistance or exercising such referral discretion does not make the Agency a party to, or employer in, the Client’s employment relationship.
1.3 Employment-Related Expenses. In the event a referred Employee’s employment ends voluntarily or involuntarily, the Agency is not responsible for and will not reimburse the Client for costs or expenses incurred or authorized by the Client in connection with the Employee’s interview, hiring, relocation, employment, compensation, benefits, training, travel, housing, termination, or replacement, except to the extent the Agency expressly agrees otherwise in writing. The Client’s eligibility for replacement services, if any, is governed exclusively by Sections 1.5 through 1.8 of this Agreement.
1.4 Candidate Screening and Verification. The Agency may perform or obtain candidate screening that includes criminal-history searches, identity verification, review of available professional reference information, and, when driving is part of the candidate’s anticipated duties or otherwise requested by the Client, motor-vehicle record searches. Screening requiring candidate consent or authorization will be conducted subject to applicable law and the required authorization.
The Agency may consider professional references, recommendation letters, completed Agency reference forms, and other professional information that the Agency, in its professional judgment, considers credible and relevant. Direct reference outreach by the Agency is conducted only with the candidate’s permission.
The Client acknowledges that background reports, public records, references, databases, and information supplied by candidates or third parties may be incomplete, inaccurate, outdated, or otherwise limited. The Agency does not warrant or guarantee that any screening, reference review, or background investigation will discover or disclose every fact concerning a candidate or determine the candidate’s future conduct, performance, or suitability.
The Client retains responsibility for the final hiring decision and is encouraged to review the information made available by the Agency, interview candidates thoroughly, and conduct any additional lawful due diligence the Client considers appropriate before employing a candidate.
1.5 Complimentary Replacement Search During First 90 Days. If a full-time or part-time Employee referred by the Agency is hired for a position that the Client represented to the Agency as intended to continue for at least one year, and the Employee’s employment ends during the first ninety (90) calendar days following the Employee’s official post-trial start date or, if no working trial is used, the Employee’s first day of ongoing employment as described in Section 4.4, the Agency will conduct one replacement search without an additional placement fee, subject to the terms and conditions of this Agreement.
This benefit is limited to one complimentary replacement search and does not guarantee that the Agency will identify, refer, or place a replacement candidate within any particular period or that a replacement candidate will be available, accept employment, remain employed, or perform to the Client’s satisfaction.
The complimentary replacement search will not apply if:
A. The Client materially changes the position from the terms represented to the Agency or agreed upon at the time of hire, including material changes to duties, schedule, compensation, work location, live-in or live-out status, travel requirements, or other material conditions of employment, and the change causes or materially contributes to the end of the employment relationship.
B. The Client hires a replacement for the position through another agency, referral source, or other source before completing the Agency’s replacement search.
C. The Employee resigns or the employment relationship ends because of the Client’s failure to pay agreed compensation when due; material breach of agreed employment terms; unlawful conduct; harassment or discrimination; verbal, physical, or sexual abuse or misconduct; unsafe or hostile working conditions; substance abuse affecting the workplace; or comparable misconduct by the Client, a member of the Client’s household, or a person acting on the Client’s behalf.
D. The Client has not paid amounts then due and owing to the Agency under this Agreement.
The Client must notify the Agency in writing of the termination, resignation, or notice of termination or resignation within fourteen (14) calendar days after the Client receives or gives such notice in order to request the complimentary replacement search.
1.6 Placement Fee Adjustment for a Complimentary Replacement. If the Client is eligible for a complimentary replacement search under Section 1.5 and hires a replacement Employee referred by the Agency, the applicable placement fee for the replacement Employee will be calculated under Section 4 based on the replacement Employee’s Guaranteed Annual Cash Compensation. The placement fee previously paid for the original Employee will be credited against the placement fee for the replacement Employee solely for purposes of that complimentary replacement.
1.6.1 Higher Placement Fee. If the placement fee calculated for the replacement Employee exceeds the placement fee previously paid for the original Employee, the Client will pay only the difference between the two placement fees. The additional amount is due on or before the replacement Employee’s official post-trial start date.
1.6.2 Equal or Lower Placement Fee. If the placement fee calculated for the replacement Employee is equal to or less than the placement fee previously paid for the original Employee, no additional placement fee will be due. The Client will not receive a refund, reimbursement, cash credit, or future placement credit for any difference between the two placement fees. The original placement fee remains non-refundable.
1.7 Discounted Replacement Searches After the First 90 Days. If the employment of an Employee referred by the Agency ends after the ninety (90)-day complimentary replacement period described in Section 1.5 but within one year of the Employee’s official post-trial start date or, if no working trial is used, the Employee’s first day of ongoing employment as described in Section 4.4, the Client may request one replacement search at the following discounted placement fee, subject to the Client’s continued compliance with this Agreement:
A. Days 91 through 180: fifty percent (50%) of the applicable placement fee for the replacement Employee.
B. Days 181 through 365: seventy-five percent (75%) of the applicable placement fee for the replacement Employee.
The discounted placement fee will be calculated under the applicable fee provisions of Section 4 based on the replacement Employee’s Guaranteed Annual Cash Compensation and will be due according to the payment terms applicable to a new placement.
The salary-adjustment provisions applicable to a complimentary replacement under Sections 1.6.1 and 1.6.2 do not reduce or eliminate the discounted placement fees provided under this Section 1.7.
The Agency’s obligation under this Section is limited to conducting one replacement search and does not guarantee that a suitable replacement candidate will be identified, available, accept employment, remain employed, or perform to the Client’s satisfaction.
1.8 Written Employment Agreement Required Before Official Start. The Client must provide the Agency with a copy of the written employment agreement signed by the Employee and by the Client or the Client’s authorized representative before the Employee’s official post-trial start date, unless the Agency expressly agrees otherwise in writing.
The written employment agreement must accurately reflect the material terms of employment agreed upon at the time of hire, including the Employee’s position, compensation, schedule, duties, and other material conditions of employment. Eligibility for any complimentary or discounted replacement search under Sections 1.5 through 1.7 is conditioned upon compliance with this Section. Failure to provide the signed employment agreement before the Employee’s official post-trial start date will make the Client ineligible for those replacement benefits.
II. CLIENT’S OBLIGATIONS
2.1 Accuracy and Disclosure of Client Information. The Client will provide the Agency with information reasonably requested by the Agency concerning the Client, household, position, workplace, job requirements, compensation, schedule, duties, and other matters relevant to the Agency’s referral and placement services.
The Client represents that all material information provided to the Agency, including information submitted through any DDA request form, application, communication, or other document, is accurate and complete in all material respects and does not omit any material fact that would reasonably affect the Agency’s referral services, a candidate’s evaluation of the position, or the terms and conditions of employment.
The Client must promptly notify the Agency if any material information previously provided becomes inaccurate, incomplete, or materially changes during the search or placement process. The Agency is entitled to rely on information provided by the Client unless the Agency has actual knowledge that the information is inaccurate.
2.2 Client Verification and References. The Client authorizes the Agency to contact any professional or personal references voluntarily provided by the Client and to take reasonable steps to verify material information provided by the Client in connection with the Agency’s referral and placement services.
Such verification may include confirming the Client’s identity, contact information, authority to engage the Agency, employing individual or entity, job requirements, workplace information, and other material facts relevant to the search or placement through lawful public records, publicly available sources, documents provided by the Client, or direct verification with persons or entities identified or authorized by the Client.
The Agency may request additional information, documentation, or authorization that it reasonably considers necessary to verify a material fact, protect candidate safety, prevent fraud or misrepresentation, or comply with applicable law. Nothing in this Section authorizes the Agency to obtain medical records, protected health information, or other information for which a separate authorization or legal basis is required.
If the Client declines to provide information or authorization reasonably necessary for such verification, the Agency may decline to begin or continue referral services until the requested verification is satisfactorily completed.
2.3 Reliance on Information Provided by Others. The Agency may rely on information provided by the Client, candidates, references, background-screening providers, public records, governmental sources, and other third parties in connection with its referral and placement services.
The Client acknowledges that such information may be false, misleading, inaccurate, incomplete, outdated, or subject to error and that the Agency does not independently warrant or guarantee the accuracy or completeness of information supplied by persons or sources outside the Agency’s control.
To the fullest extent permitted by applicable law, the Agency will not be responsible for losses, damages, or claims arising from false, misleading, inaccurate, incomplete, or omitted information supplied by the Client, a candidate, a reference, or another third party and reasonably relied upon by the Agency.
Nothing in this Section permits the Agency to knowingly communicate information it knows to be false or misleading or limits any obligation that cannot lawfully be limited or waived.
2.4 Candidate Referrals and Client Confidentiality. The Client authorizes the Agency to make referrals of prospective candidates and to share with prospective candidates such non-identifying information about the position, household, workplace, and employment terms as the Agency reasonably considers necessary to evaluate candidate interest and suitability, including general location, schedule, duties, compensation, travel requirements, live-in or live-out status, and other material job requirements.
A referral by the Agency does not obligate the Client to interview, engage, or hire any candidate.
The Agency will not disclose the Client’s identity, exact residential address, employer or business affiliation, or other nonpublic identifying information to a candidate without the prior explicit consent of the Client or the Client’s authorized representative. Such consent may be limited to a particular candidate or stage of the search.
After the Client authorizes disclosure, the Agency may provide the information reasonably necessary to facilitate interviews, working trials, placement, and the resulting employment relationship. Nothing in this Section restricts a disclosure required by applicable law.
2.5 Client’s Independent Hiring Decision. The Client is under no obligation to interview, engage, or hire any candidate referred by the Agency. The final decision whether to interview, engage, hire, retain, or terminate a referred candidate or Employee rests solely with the Client.
A referral by the Agency is not a warranty, guarantee, or representation that a candidate will be suitable for the Client’s particular needs or will perform satisfactorily after hire. The Client is responsible for evaluating each referred candidate and making an independent hiring decision based on the Client’s own judgment, interviews, review of information provided by the Agency, and any additional lawful due diligence the Client considers appropriate.
The Agency’s liability, if any, arising from its referral and placement services is subject to the limitations and other provisions set forth in Section V of this Agreement.
2.6 Previously Known Candidates. If the Agency refers a candidate whom the Client believes was already known to or previously contacted by the Client before the Agency’s referral, the Client must notify the Agency in writing within five (5) business days after receiving the candidate’s identity and provide reasonable documentation of the prior relationship or recruiting activity.
A candidate’s mere prior acquaintance with the Client, prior employment by the Client, inclusion in the Client’s records, receipt of the candidate’s name or résumé from another source, or other inactive or historical contact will not by itself eliminate the Agency’s referral fee.
No placement fee will be due solely by reason of the Agency’s referral if the Client timely demonstrates that, before the Agency’s referral, the Client was already actively interviewing, negotiating with, or otherwise engaged in a current recruiting process with that candidate for the same or a substantially similar position.
If the Client does not provide timely written notice and reasonable supporting documentation, or if the prior contact was not part of an active recruiting process, the candidate will be treated as a candidate referred by the Agency and the applicable placement fee will be due if the Client hires or otherwise engages the candidate within the period provided by this Agreement.
2.7 Client acknowledges and agrees that the Agency shall not control or supervise the time, method, manner or means of accomplishing the objectives of Client, nor the compensation, benefits, duties, hours, or responsibilities of any domestic Employee. The Client shall have full responsibility for all such control and supervision, and all such negotiations and arrangements with any domestic Employee.
2.8 Household Employer Responsibilities. If the Client or a Client-designated individual or entity employs a candidate referred by the Agency, the Client or designated employing party is responsible for complying with applicable federal, state, and local employment, payroll, tax, withholding, unemployment, workers’ compensation, insurance, and related employer obligations. The Agency is not the employer or payroll provider and does not assume responsibility for the Client’s or employing party’s legal, tax, payroll, or employment obligations. The Client should obtain appropriate tax, payroll, legal, or other professional advice as needed.
2.9 Employment Agreement Documentation. The Client must provide the Agency with the written employment agreement required by Section 1.8 before the Employee’s official post-trial start date. This documentation obligation applies to every Employee placed through the Agency, whether or not the Client later seeks replacement benefits.
2.10 Authorized Representatives. The Client may designate one or more representatives to communicate and act on the Client’s behalf in connection with this Agreement and the Agency’s referral and placement services. The Client represents that each designated representative has the authority granted to that representative by the Client, including authority to sign this Agreement or related documents when applicable.
The Agency may reasonably rely on the communications, instructions, approvals, commitments, and signatures of a designated representative acting within the scope of the authority communicated or reasonably apparent to the Agency.
The Client must promptly notify the Agency in writing of any limitation, modification, or revocation of a representative’s authority. Until the Agency receives such notice, the Agency may continue to rely on the representative’s previously communicated authority.
The Client will be bound by the authorized acts, communications, approvals, commitments, and signatures of its designated representative to the same extent as if undertaken directly by the Client.
III. CONFIDENTIALITY
3.1 The Agency agrees to protect the privacy and confidentiality of all sensitive and proprietary information gathered in the course of its service, related to the Client and referred domestic Employees, which is not publicly available and is designated as confidential.
3.2 The Client agrees to maintain the confidentiality of all proprietary information and business intelligence provided by the Agency, limited to information, which is not in the public domain and is explicitly marked or reasonably understood to be confidential. Upon the termination of this Agreement, or the conclusion of the referral services provided by the Agency for any reason, the Client shall return or destroy all such confidential material pertaining to the Agency’s business practices and referred domestic Employees, as requested by the Agency. The Agency, likewise, shall return or destroy all such confidential material pertaining to the Client, as requested, unless required to retain it by law or for legitimate business purposes under strict confidentiality.
IV. FEES
4.1 Placement Fees and Compensation Base. For purposes of calculating a placement fee under Sections 4.1.2 and 4.1.3, “Guaranteed Annual Cash Compensation” means the Employee’s annual base salary or annualized guaranteed wages based on the agreed regular work schedule, plus any fixed cash stipend, allowance, or other guaranteed cash payment provided as compensation for the position, regardless of how the payment is labeled.
Guaranteed Annual Cash Compensation does not include discretionary, performance-based, contingent, or potential future bonuses; employer-paid health insurance or other insurance benefits; paid time off; retirement contributions; employer payroll taxes; reimbursements for business or employment expenses; or other non-cash benefits.
Employer-provided housing is ordinarily excluded from Guaranteed Annual Cash Compensation. If housing is offered as a material substitute for cash salary or is used to justify a materially reduced cash salary, the Agency may require, before official placement, that the Client and Agency agree in writing to a reasonable annual housing value to be added solely for purposes of calculating the placement fee. No housing value will be included unless agreed in writing before the Employee’s official post-trial start date.
4.1.1 Client registration, searching, and screening fee: $175 one-year access non-refundable.
4.1.2 Childcare Placements. For a full-time childcare placement of thirty-five (35) or more hours per week, the placement fee is twenty percent (20%) of the Employee’s Guaranteed Annual Cash Compensation.
For a childcare placement of fewer than thirty-five (35) hours per week, the placement fee is twenty-five percent (25%) of the Employee’s Guaranteed Annual Cash Compensation, subject to a minimum placement fee of $10,000.
4.1.3 Household, Estate, and Caregiver Placements. For a full-time household, estate, or caregiver placement of thirty-five (35) or more hours per week, the placement fee is twenty-five percent (25%) of the Employee’s Guaranteed Annual Cash Compensation.
For a household, estate, or caregiver placement of fewer than thirty-five (35) hours per week, the placement fee is thirty percent (30%) of the Employee’s Guaranteed Annual Cash Compensation, subject to a minimum placement fee of $18,000.
4.2 Domestic Employee referral fee for anything not listed above will have an addendum added to this contract listing the fees required by the Client and the services offered by the Agency. Addendum must be presented to the Agency at the time of request (BEFORE the Agency starts the search) and be signed by Client and Agency and is a valid part of this contract.
4.3 Placement Fee Due Date. The applicable placement fee is due in full on or before the Employee’s official post-trial start date. If the Client pays the placement fee before that date, the payment is applied to the anticipated placement. The placement fee becomes earned and non-refundable when the Employee begins the official placement, as provided in Section 4.9.
4.4 Paid Working Trial and Official Placement. The Agency may arrange a paid working trial of up to five (5) days of actual trial work to allow the Client and candidate to evaluate the proposed working relationship before the Client makes a final placement decision. The Client is responsible for paying the candidate directly for all work performed during the trial at the compensation agreed upon for the trial and for complying with all applicable wage, payroll, tax, employment, and other legal obligations arising from the trial work.
For purposes of the Agency’s placement fee, participation in an approved working trial of up to five (5) days does not by itself constitute a final placement and does not trigger the final placement fee.
If, after the working trial, the Client and candidate decide to proceed with ongoing employment, the candidate becomes a placement of the Agency and the final placement fee is due in full on or before the Employee’s official post-trial start date.
For purposes of this Agreement, the “official post-trial start date” means the first day on which the candidate is scheduled to perform services as the Client’s selected ongoing placement after completion of the working trial. If no working trial is used, the official start date is the first day of the candidate’s ongoing employment with the Client.
The Client may not extend or continue a working trial beyond five (5) days of actual trial work without the Agency’s prior written approval. If the Client continues to engage or employ the candidate beyond the five-day trial period without such written approval, the continued engagement will be treated as a placement for purposes of the Agency’s placement fee, and the applicable final placement fee will become due.
Nothing in this Section determines the candidate’s legal employment or worker classification during the working trial or relieves the Client or employing party of any obligation imposed by applicable law.
4.5 Protection of Agency Referrals and Non-Circumvention. Except as provided in Section 2.6 for a candidate whom the Client timely demonstrates was already part of a preexisting active recruiting process, a candidate referred or introduced by the Agency will remain an Agency-referred candidate for twelve (12) months following the Agency’s initial referral of that candidate to the Client or the Client’s authorized representative.
For purposes of this Section, the referral date is the date the Agency first discloses the candidate’s identity to the Client or the Client’s authorized representative.
If, during that twelve-month period, the Client or a Client-designated employing individual or entity directly or indirectly hires, employs, engages, or otherwise obtains the candidate’s ongoing services for the benefit of the Client or the Client’s household, the engagement will be treated as an Agency placement. The Client will owe the full applicable placement fee determined under Section 4.1.2, Section 4.1.3, or a signed addendum under Section 4.2, as applicable, based upon the position and compensation accepted by the candidate.
The Client will not make or arrange any direct or private agreement with an Agency-referred candidate for the purpose of circumventing, avoiding, or reducing a placement fee due to the Agency. The Client must promptly notify the Agency when a referred candidate accepts an offer of ongoing employment or engagement and must provide the information reasonably necessary for the Agency to calculate the applicable placement fee. The placement fee will be due in accordance with Sections 4.3 and 4.6.
4.6 Payment of Placement Fee. The Client must pay one hundred percent (100%) of the applicable placement fee on or before the Employee’s official post-trial start date. The Client’s obligation to pay the placement fee is not affected by the Client’s failure to timely pay the fee or by whether the Employee subsequently remains employed.
4.6.1 Accepted Payment Methods. Placement fees may be paid by personal check, money order, wire transfer, ACH, or another direct bank-to-bank transfer method accepted by the Agency. Payment methods that impose merchant, processing, or similar transaction fees on the Agency, including credit-card payments, are not accepted unless the Agency expressly agrees otherwise in writing.
4.6.2 Past-Due Placement Fees. The Client is obligated to pay the Agency’s referral placement fee in full on or before the Employee’s official post-trial start date. Failure to pay any amount when due constitutes a material breach of this Agreement. Any past-due amount may accrue interest at the lesser of ten percent (10%) per annum or the maximum rate permitted by applicable law until paid in full. The Agency may pursue all lawful remedies for collection of amounts due.
4.7 The Client is solely responsible for all fees associated with the referral services provided by the Agency.
4.8 Payment Required Before Official Placement. All placement fees and other amounts then due to the Agency must be paid in accordance with this Agreement on or before the Employee’s official post-trial start date. If amounts due to the Agency remain unpaid, the Agency may suspend or discontinue its own referral, replacement, administrative, or other services and may pursue any remedies available under this Agreement or applicable law.
The Agency does not employ, supervise, direct, suspend, or terminate the Employee’s services or employment. Nothing in this Section gives the Agency control over the employment relationship between the Client and Employee.
4.9 Placement Fee Earned Upon Official Placement. The applicable placement fee is earned in full when the Employee begins the official placement on the Employee’s official post-trial start date. If the Employee’s employment subsequently ends for any reason, whether by resignation, termination, mutual agreement, or otherwise, the Client remains responsible for any unpaid portion of the placement fee.
The ending of the employment relationship does not cancel, reduce, or defer the Client’s obligation to pay the placement fee. Any replacement benefits for which the Client may qualify are governed exclusively by Sections 1.5 through 1.7.
4.10 Non-Refundable Placement Fees and Replacement Benefits. Placement fees paid to the Agency are non-refundable once the Employee’s official placement has begun. If the employment relationship ends, the Client’s contractual placement benefit, if applicable, is the complimentary or discounted replacement search provided under Sections 1.5 through 1.7 and subject to the conditions stated in those Sections.
The Agency’s obligation is limited to conducting the applicable replacement search and does not guarantee that a suitable replacement candidate will be identified, available, accept employment, remain employed, or perform to the Client’s satisfaction. The inability to identify or place a suitable replacement candidate does not create a right to a refund or reimbursement of the original placement fee.
V. INDEMNIFICATION AND LIMITATION OF LIABILITY
5.1 Candidate and Employment Risks. The Agency provides referral and placement services and does not employ, supervise, direct, or control referred candidates or Employees. The Agency does not warrant or guarantee the conduct, judgment, honesty, safety, reliability, future performance, continued employment, or suitability of any candidate or Employee. The Client is responsible for the Client’s hiring decision and for the employment relationship after a candidate is hired.
5.2 Client Indemnification. To the fullest extent permitted by applicable law, the Client will indemnify and hold harmless the Agency and its owners, officers, employees, agents, and representatives from third-party claims, liabilities, losses, damages, fines, penalties, costs, and reasonable attorneys’ fees, but only to the extent caused by or attributable to:
A. the acts, omissions, negligence, misconduct, or unlawful conduct of the Client, the Client’s household members, representatives, or Client-designated employing individual or entity;
B. the acts, omissions, negligence, misconduct, or unlawful conduct of a candidate or Employee occurring during or in connection with an interview, meeting, working trial, engagement, employment, or other interaction with the Client, the Client’s household, property, representatives, or employing party following the Agency’s referral;
C. the Client’s or employing party’s employment, supervision, compensation, payroll, tax, wage-and-hour, immigration, insurance, workers’ compensation, termination, or other employer-related obligations; or
D. the Client’s breach of this Agreement.
This Section does not require the Client to indemnify the Agency for the Agency’s own negligence, gross negligence, willful misconduct, fraud, or intentional violation of law.
5.3 Defense Costs for Covered Third-Party Claims. If a third-party claim subject to Section 5.2 is asserted against the Agency, the Client will, upon reasonable notice, cooperate in the defense of the claim and reimburse the Agency for reasonable defense costs and attorneys’ fees to the extent the claim is subject to the Client’s indemnification obligation. The Agency may select and control its own defense, subject to reasonable cooperation with the Client concerning the covered claim.
5.4 Disclaimer of Warranties. Except for the specific services and obligations expressly stated in this Agreement, the Agency makes no express or implied warranty or guarantee concerning any candidate, Employee, referral, placement, background information, reference information, or employment outcome. Nothing in this Section limits any obligation of the Agency that cannot lawfully be limited or waived.
5.5 Limitation of Liability. To the fullest extent permitted by applicable law, the Agency’s aggregate liability to the Client arising out of or relating to a particular search, referral, or placement will not exceed the greater of: (a) the registration fee stated in Section 4.1.1; or (b) the total registration and placement fees actually paid by the Client to the Agency for the search, referral, or placement giving rise to the claim.
To the fullest extent permitted by applicable law, the Agency will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, loss of use, loss of opportunity, or similar damages, arising out of or relating to this Agreement or the Agency’s services, even if the possibility of such damages was known or foreseeable.
For avoidance of doubt, the foregoing liability cap and damages exclusions apply, to the fullest extent permitted by applicable law, to claims based on the Agency’s own ordinary negligence, as well as claims based on breach of contract, warranty, or other legal theory.
The limitations in this Section do not apply to the Agency’s gross negligence, willful misconduct, fraud, intentional violation of law, or any liability that applicable law prohibits the parties from limiting or excluding.
VI. MISCELLANEOUS
6.1 The Client shall not assign this Agreement without the Agency’s explicit written consent.
6.2 Costs of Collection and Enforcement. The Client is responsible for reasonable costs incurred by the Agency to collect or enforce payment of amounts due under this Agreement, including reasonable attorneys’ fees and court costs, to the extent permitted by applicable law.
6.3 This Agreement shall be governed and construed in accordance with Texas law.
6.4 This Agreement shall be binding on both parties, including successors and permitted assigns.
6.5 If any part of this Agreement is found invalid, the rest shall remain enforceable.
6.6 This Agreement supersedes all prior agreements and understandings, written or oral, between the Parties concerning the subject matter herein. The following additional provisions apply: 6.6 A) Agency Proprietary Information. Nonpublic materials, information, and business resources created, developed, or compiled by the Agency, including candidate profiles and referral materials, compensation and salary intelligence, forms and templates, screening and reference processes, search methods, business methods, and other proprietary Agency information, remain confidential and proprietary to the Agency to the extent permitted by applicable law.
The Client may use such information solely in connection with evaluating and hiring candidates through the Agency and may not knowingly copy, distribute, disclose, sell, commercially exploit, or otherwise misuse the Agency’s proprietary information except as authorized by this Agreement or by the Agency in writing.
Any restriction on using Agency referral information to circumvent or avoid a placement fee is governed by Section 4.5, and nothing in this Section extends the twelve (12)-month referral-protection period established by Section 4.5.
This Section does not restrict the Client’s use of information independently developed by the Client or lawfully obtained from another source without an obligation of confidentiality to the Agency.
6.6 B) Personal Information. The Agency may collect, use, store, and disclose personal information as reasonably necessary to provide its staffing, referral, screening, reference, placement, administrative, and related services; comply with applicable law; protect the safety, rights, or property of the Agency or others; and carry out activities authorized by the person to whom the information relates.
The Agency will not sell or rent Client or candidate personal information. Disclosure of Client identifying information to candidates remains governed by Section 2.4.
6.6 C) Neither Party will be liable for any failure to perform due to unforeseen events beyond their reasonable control, including natural disasters, conflicts, governmental actions, or labor shortages. 6.6 D) Dispute Resolution. The Parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal discussions. If the dispute is not resolved, the dispute will first be submitted to nonbinding mediation administered by JAMS.
If mediation does not resolve the dispute, the dispute will be resolved by binding individual arbitration administered by JAMS under the JAMS rules and minimum standards applicable to the dispute. Unless the Parties agree otherwise or applicable JAMS rules require otherwise, Austin, Texas will be the legal seat of the arbitration, and hearings may be conducted remotely.
Nothing in this Section prevents either Party from pursuing an eligible claim in small claims court or seeking temporary or preliminary injunctive or emergency relief from a court of competent jurisdiction to protect confidential information, proprietary rights, or other rights requiring immediate protection. Seeking such temporary relief does not waive the obligation to arbitrate the underlying dispute.
Any arbitration award may be entered and enforced as a judgment in any court having jurisdiction. Attorneys’ fees and costs remain subject to this Agreement, applicable JAMS rules, and applicable law.
6.7 Handling of Personal Information. Personal information obtained in connection with the Agency’s services will be handled in accordance with this Agreement and applicable law.
6.8 The Agency will implement robust measures to secure the personal and sensitive information of Clients and domestic Employees from unauthorized access or disclosure.
6.9 Amendments; Electronic Acceptance; Applicable Version. The Agency may update these Terms and Conditions from time to time. Updated Terms apply prospectively to agreements accepted after the updated Terms are posted unless the Agency and an existing Client expressly agree in writing to apply an updated version to their existing agreement.
A Client’s electronic acceptance of these Terms, including acceptance through an Agency form, checkbox, electronic signature, or electronic submission expressly indicating agreement to the Terms, constitutes a written signature and acceptance of the version of the Terms in effect at the time of acceptance.
An agreement already accepted by a Client remains governed by the version of the Terms in effect when that agreement was accepted unless the Client and Agency subsequently agree otherwise in writing.