Contingency recruiting agreement template: short-form terms, exclusive and multi-agency versions

A contingency recruiting agreement is the contract under which an agency is paid only when a client hires a candidate the agency introduced. The template below is a short form, about two pages, written for the situation most agencies are in: a client who will sign something brief, often working the same role with other agencies. It comes with an exclusive-contingency rider, submission rules for multi-agency roles, and an email version for clients who will not sign a contract at all.

If you want the long form with every fee clause explained, a per-role schedule and worked refund arithmetic, use the placement fee agreement template. This page is the lighter document you can get signed on the first call.

Short form or long form?

The short-form contingency recruiting agreement

CONTINGENCY RECRUITING TERMS

[Agency legal name] ("Agency") and [Client legal name] ("Client")
Effective: [date]

1. HOW THIS WORKS
   The Agency introduces candidates for roles the Client asks it to
   fill. The Client pays a fee only if it hires a candidate the Agency
   introduced. No fee is due for candidates the Client does not hire.

2. INTRODUCTION
   A candidate is "introduced" when the Agency sends the Client the
   candidate's name, resume or other identifying details. The Agency's
   email or portal submission is the record of the date.

3. FEE
   [__]% of the candidate's first-year annual base salary [plus
   guaranteed bonuses], minimum fee [$____]. [For roles listed in a
   signed role confirmation, the fee stated there applies.]

4. WHEN THE FEE IS DUE
   The fee is earned when the candidate accepts an offer and is
   invoiced on the start date. Payment is due [__] days after invoice.
   The Client will confirm the start date and salary in writing within
   [5] business days of acceptance.

5. HIRING IN ANY CAPACITY
   A fee is due if the Client, or a company it controls or is under
   common control with, hires or engages an introduced candidate in
   any role, as an employee or contractor, within [12] months of the
   introduction.

6. CANDIDATES THE CLIENT ALREADY HAS
   If the Client already has an introduced candidate under active
   consideration for the same role, it will tell the Agency in writing
   within [2] business days of the introduction, with the date and
   source. Otherwise the introduction is the Agency's.

7. GUARANTEE
   If a placed candidate leaves or is dismissed for performance or
   conduct within [__] days of starting, the Agency will look for a
   replacement at no further fee, once. This applies only if the fee
   was paid on time and the Client tells the Agency within [7] days.
   It does not apply if the role ends through restructuring or
   redundancy, or if the role, pay or location changes materially.

8. OFFERS WITHDRAWN
   If the Client withdraws an accepted offer for a reason other than a
   lawful pre-employment check stated in the offer, [__]% of the fee is
   due.

9. CANDIDATE INFORMATION
   The Client will use candidate information only to consider the
   candidate for employment, will keep it confidential, and will not
   pass it to another agency or third party.

10. FAIR HIRING
    Both parties will comply with equal employment opportunity laws.
    The Agency will not screen candidates on a protected
    characteristic, whatever the request.

11. GENERAL
    These terms apply to every role the Client gives the Agency until
    either party ends them with [30] days' written notice. Fees for
    introductions made before notice remain payable. If the Client's
    purchase order or other terms conflict with these, these apply
    unless both parties sign a change. Governing law: [state].

Agency: __________________ Name/title: __________ Date: ______
Client: __________________ Name/title: __________ Date: ______

Clause 7 offers a replacement only. If the client insists on money back, swap in the refund or credit scale from placement guarantee period, which compares the options and gives wording for each.

Exclusive-contingency rider

Exclusive contingency sits between contingency and retained: you are still paid only on a hire, but no other agency works the role for a set period. It is worth proposing when a role is hard to fill and the client has already tried several agencies. Attach this to the short form:

EXCLUSIVE CONTINGENCY RIDER - [Role title], [location]

1. From [start date] to [end date] (the "Exclusive Period") the
   Client will not ask any other agency to work on this role and will
   pass any agency submissions it receives for this role to the Agency.
2. Candidates who apply to the Client directly during the Exclusive
   Period remain the Client's, and no fee is due for them, provided
   the Client tells the Agency within [2] business days.
3. The Agency will present at least [__] screened candidates by
   [date]. If it does not, the Client may end exclusivity by email;
   the contingency terms continue.
4. The fee for this role is [__]%.
5. After the Exclusive Period, the role continues on a non-exclusive
   contingency basis unless both parties agree otherwise.

Agreed: [Client name/date]   [Agency name/date]

Clause 2 is what makes clients agree: they do not pay for people who find them on their own. Clause 3 gives them an exit if you do not deliver. Both make the exclusivity easier to say yes to.

Submission rules when several agencies share a role

Most contingency disputes on shared roles are about who introduced a candidate first. Agree these rules in writing, either as an addendum or in the per-role confirmation, before the first submittal:

SUBMISSION RULES - [Role title]

1. Submissions are made only [by email to (address)] [through the
   Client's portal]. A submission elsewhere, including a call or a
   message to the hiring manager, does not count.
2. The first complete submission by date and time stamp owns the
   candidate for this role for [6] months. "Complete" means name,
   current resume and the candidate's written consent to be
   submitted for this role.
3. The Client will reply within [2] business days if the candidate
   is already under consideration, stating the date and source.
4. A submission without the candidate's consent for this role does
   not count, even if it was first.

Clause 4 matters. A recruiter who sends a resume without the candidate's permission should not win the fee on timing alone, and a clear rule stops clients from having to judge between agencies. The right to represent template gives you the consent wording, and candidate ownership disputes covers what to do when two agencies still claim the same person.

The email version for clients who will not sign

Some hiring managers will not sign anything without procurement, but will agree by email. Send your terms as an attachment with a summary like this, and ask for a reply:

Subject: Terms for [role] - please reply "Agreed"

Hi [name],

Before I send candidates for the [role], here are the terms we'd work
on (full terms attached):

- Fee: [__]% of first-year base salary, due [__] days after start
- Earned on offer acceptance; invoiced on the start date
- Applies if you hire someone I introduce, in any role, within
  12 months
- Guarantee: [__]-day replacement
- If you already have a candidate I send, tell me within 2 business
  days and they stay yours

Could you reply "Agreed" so I can start sending profiles? If someone
else needs to approve supplier terms, let me know who and I'll send
them the same summary.

Thanks,
[name]

The US E-SIGN Act gives electronic records and signatures legal effect in interstate commerce, so a clear email acceptance can form an agreement. Its weak spot is authority: a hiring manager may not have the power to bind the company to supplier terms. The last line of the email is there to find out who does.

Clauses clients push back on, and trades that work

For the conversation itself, see how to negotiate recruitment fees.

Before you send the first candidate

• Terms signed, or accepted by email by someone with authority, and saved with the job order.
• Fee and guarantee for this role confirmed, even if the master terms already cover it.
• Exclusivity or shared-role submission rules agreed in writing.
• Candidate consent to submit for this role, dated.
• Your submission email saved as the record of the introduction date.