1. Scope of Services. kaleo will provide recruiting services to identify, evaluate, and present candidates for employment with Client, as outlined in each mutually agreed-upon job order. Services will be performed according to industry standards, with high regard for professional ethics and in accordance with applicable employment laws and requirements. A candidate is defined as any prospective worker identified and/or selected by kaleo to be presented, by email or other electronic means, to Client for consideration of employment. Any candidate hired through kaleo shall be an employee of Client and Client assumes full responsibility for the hiring decision, including all employment-related obligations. Client is solely responsible for conducting background checks, onboarding, and ensuring compliance with applicable employment laws and company policies. Additional services can only be assigned to this Agreement through a mutually executed written amendment.

2. Fees, Invoicing and Payment Terms. For each candidate directly hired by Client as a result of kaleo’s efforts, Client agrees to pay kaleo a placement fee equal to 25% of the candidate’s first year base salary (excluding bonuses, commissions, or equity) with a minimum placement fee of $15,000. kaleo will issue an invoice on the first day the placed candidate commences employment with Client. Client agrees to remit payment of the invoice within 10 business days of the candidate’s start date.

3. Guarantee. The guarantee applies solely to the onetime replacement of the same position or a materially similar role as the original placement. The guarantee is non-transferable, and credits must be used within ninety (90) calendar days of the placed candidate’s separation date from the original position. The guarantee does not apply if the termination is due to layoff, restructuring, or role elimination or if the placement fee has not been paid within the agreed upon remittance period.

a. Days 1-60: If the placed candidate voluntarily resigns or is terminated for cause within sixty (60) calendar days from the start date, kaleo will provide a onetime replacement candidate for the same position at no additional fee. 

b. Days 61-180: If the placed candidate voluntarily resigns, is terminated for cause, or is internally promoted between sixty-one (61) and one hundred eighty (180) calendar days from the start date, Client shall be entitled to a fifty percent (50%) credit of the original placement fee which will be applied toward the replacement of the same role.

c. Days 181-730: If the placed candidate voluntarily resigns, is terminated for cause, or is internally promoted between one hundred eighty-one (181) and seven hundred thirty (730) calendar days from the start date, Client shall be entitled to a twenty-five percent (25%) credit of the original placement fee which will be applied toward the replacement of the same role.

4. Candidate Ownership. kaleo will submit all candidates to Client via email or other electronic means that Client designates. Client has two business days from the time of submission to notify kaleo that the candidate is already in process for this position. “In process” consists of a minimum of a phone interview for this position having already transpired within the past 90 days. If Client does not notify kaleo within two business days that the candidate is “in process” for this job, the candidate is considered kaleo’s submission and fees are due if hired as outlined herein. Candidates submitted by kaleo shall be considered under kaleo’s representation for 12 months from the date of submission. If Client hires such a candidate during this time, the agreed placement fee applies. As a general best practice, Client agrees to notify kaleo of important communications with the candidate including offers and interviews until candidate successfully starts. 

5. Confidentiality. Parties agree to maintain the confidentiality of all proprietary or non-public information exchanged in the course of the relationship, including candidate data and sensitive Client business information, however kaleo may identify Client as its client and reference general engagement details (excluding sensitive or confidential information) in connection with sourcing, marketing, promotion, or content used in the course of providing services.

6. Non-Solicitation. Client agrees not to circumvent kaleo by directly soliciting kaleo’s submitted candidates or referring kaleo’s candidates to third parties without written consent for a period of 12 months following termination of this Agreement. kaleo will not knowingly recruit employees from Client for either 12 months from a successful candidate’s start date or 12 months from Client interviewing one of kaleo’s candidates, whichever comes later.

7. Limitation of Liability and Indemnification. kaleo’s total liability for any claim related to this Agreement shall not exceed the placement fees actually paid by Client to kaleo. kaleo is not responsible, and Client agrees to hold kaleo harmless, for any direct, indirect, incidental, or consequential damages arising from the hiring or performance of a placed candidate. kaleo makes no warranties regarding the success or longevity of any hire. Each party agrees that it shall not hold the other party liable for any loss, damage, or injury arising out of its own willful misconduct or negligence.

8. Dispute Resolution. In the event of a dispute, Parties agree to first engage in good faith mediation with a mutually chosen mediator. If unresolved within 30 days, the dispute will proceed to binding arbitration in Mecklenburg County North Carolina. Each party may appoint one arbitrator; those two will select a neutral third. The arbitrator may not alter this Agreement. The decision is final and binding, with each party bearing its own legal and arbitration costs. This Agreement is governed by North Carolina law. All disputes shall be resolved exclusively in state or federal courts in Mecklenburg County, North Carolina, and both parties consent to that jurisdiction and venue.

9. Miscellaneous. This Agreement shall be governed by the laws of Mecklenburg County North Carolina. Any modifications must be in writing and signed by both Parties. An electronic signature of this Agreement will be valid. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Neither party may assign or transfer this Agreement without the prior written consent of the other, except in connection with a sale of all or substantially all of its business. Any unauthorized assignment is void. This Agreement binds and benefits the parties and their permitted successors and assigns. This Agreement shall remain in effect until terminated by either party with 30 days written notice. Client remains liable for any placement fees due for hires made prior to termination.