Retained search proposal checklist: what a proposal should include before you sign
On this page
- What is the difference between the proposal and the agreement?
- The retained search proposal checklist
- Who will actually run the search?
- Fees: what to check without arguing about the percentage
- Off-limits and conflicts, in both directions
- Questions to ask before you sign
- How to compare two proposals
- What should happen after you sign?
- Questions people ask
A retained search proposal should tell you, before you sign, who will run the search, what they understand the role and its success criteria to be, how and where they will look, by when, what you will receive along the way, and exactly what you will pay and when. The commercial terms belong in the proposal too: fee basis and installments, expenses and any cap, guarantee, off-limits, conflicts, confidentiality and cancellation. The Association of Executive Search and Leadership Consultants (AESC) says much the same in its Client Bill of Rights (October 15, 2025): terms in writing, naming the lead advisor, scope, timing, fees and payment schedule, deliverables and special terms.
This page is the checklist for reviewing a proposal. The contract that follows it, with clause wording and a worked installment schedule, is the retained search agreement template; whether retained is the right model at all is covered in retained vs. contingency recruiting.
What is the difference between the proposal and the agreement?
The proposal is the firm's plan and pitch; the agreement is the contract. In practice, the proposal is where you can still change things cheaply: the team, the scope, the timeline and the commercial terms. Once you sign an agreement built from a vague proposal, the vagueness becomes the contract. Read the proposal as if it were the contract, and ask for every gap to be filled before the agreement is drafted.
The retained search proposal checklist
| Section | What a good proposal says | Red flag |
|---|---|---|
| Lead consultant and team | The named partner who leads, the named consultant and researcher who do the daily work, and how much of their time the search gets | A senior name in the pitch and "our team" everywhere else |
| Understanding of the role | The role's purpose, reporting line, scope, the problems the hire must solve in the first year, and must-have versus nice-to-have | A copy of your job description with no questions asked |
| Success criteria | How you and the firm will judge the hire, which becomes the assessment criteria | None, or generic "leadership and culture fit" |
| Market view | Where the candidates are today, likely compensation range, and what may make the role hard to fill | Promises that the market is full of perfect candidates |
| Search strategy | Target companies and functions, sources beyond the firm's database, and how the long list is built | "We have a strong network" with no plan |
| Assessment method | How candidates are interviewed and evaluated against the criteria, and what goes in each candidate report | Resumes forwarded without the firm's assessment |
| Timeline and milestones | Dates for kick-off, market map, long list, shortlist, client interviews and target offer | A guaranteed hire date with no milestones |
| Reporting | Regular progress updates with names contacted, responses and reasons for declines | Updates only "when there is something to share" |
| Fee basis | How the fee is calculated, such as a percentage of first-year cash compensation or a fixed fee, and what counts as compensation | No definition of compensation |
| Installments | How many, what triggers each (date or milestone), and how the final one is adjusted to the actual package | Invoices "as the search progresses" |
| Expenses | What is billable, whether it is itemized or a flat administrative charge, and any cap | "Reasonable expenses" with no cap or definition |
| Guarantee | What happens if the hire leaves or is let go within a stated period: a replacement search, on what terms | Guarantee voided by almost any reason for leaving |
| Off-limits | Whom the firm will not recruit from your company, for how long, and whom it already cannot approach for you | Silence on both directions |
| Conflicts | Any conflict disclosed now, with a commitment to disclose new ones during the search | No mention |
| Confidentiality and data | How your information and candidates' personal data are handled and kept | No mention |
| Cancellation and hold | What is owed if you cancel, pause or change the role, and what happens to unpaid installments | Not addressed |
| Internal and other candidates | Whether the fee applies if you hire an internal or self-sourced candidate | Discovered after the hire |
Who will actually run the search?
Pin this line down hardest: the people who pitch are not always the people who search, and a change after signing is hard to undo. The AESC Bill of Rights puts the lead advisor among the terms that should be in writing. Ask the firm to name the person who will make the candidate calls and write the reports, and how many other searches that person is running. If a key person changes during the search, the proposal should say you will be told and can object.
Fees: what to check without arguing about the percentage
The percentage is negotiable and varies by firm, role and market; there is no published standard rate worth quoting. The terms around it decide what you really pay:
- The base: is the fee calculated on base salary, on first-year cash compensation including target bonus, or does it include sign-on payments and equity? Ask for a worked example on the expected package.
- The triggers: each installment should be tied to a date or a milestone, such as signing, shortlist presentation or the hire. Know which are earned regardless of outcome.
- The adjustment: if early installments are based on an estimate, the final invoice should true up to the accepted offer, in both directions or only upward. Read which.
- Expenses: itemized against receipts or a flat percentage, and capped or not.
- More than one hire: if you hire two people from one search, what is owed for the second.
How to negotiate recruitment fees covers the firm's side of this conversation, which is useful reading for a client too.
Off-limits and conflicts, in both directions
Off-limits has two meanings in a proposal, and you need both. First, the firm's promise not to recruit your employees, for a defined group and period. Second, the companies the firm cannot approach on your behalf because they are current clients. The second one shapes your candidate pool: if your three closest competitors are clients of the firm, its long list will not include their people. The AESC Bill of Rights expects firms to disclose conflicts, resolve them with the client and keep checking for new ones during the assignment.
Questions to ask before you sign
- Who will call candidates and write the reports, and how many searches are they running now?
- Which companies can you not recruit from for us, and why?
- Which of our people will you not approach, and for how long after the search?
- What will you need from us each week, and how quickly must we give interview feedback?
- What is in a candidate report? Can we see a redacted example?
- What happens to the fee if we pause the search, change the role or hire internally?
- What exactly does the guarantee cover, and what voids it?
- How do you keep candidate data, and for how long?
How to compare two proposals
Score each proposal on the same criteria before you discuss price, so the cheapest proposal does not win by default.
RETAINED SEARCH PROPOSAL COMPARISON - [role] - [date]
Score each 1 (weak) to 5 (strong) Firm A Firm B
Named team and real capacity [ ] [ ]
Understanding of the role and success [ ] [ ]
Market view and target list [ ] [ ]
Assessment method and report quality [ ] [ ]
Timeline with milestones [ ] [ ]
Off-limits fit (their clients vs our market)[ ] [ ]
Clarity of fee base, triggers, expenses [ ] [ ]
Guarantee and cancellation terms [ ] [ ]
References from recent, similar searches [ ] [ ]
Total [ ] [ ]
Total fee on the expected package $____ $____Ask both firms for references from searches at a similar level in the last two years, and ask those references one question above all: did the person named in the proposal run the search?
What should happen after you sign?
- A kick-off within days, where the firm interviews the hiring executive and key stakeholders and confirms the success criteria in writing.
- A position specification for candidates, approved by you before outreach starts.
- Progress reports on the agreed schedule, with names, responses and reasons.
- Candidate reports that assess each finalist against the criteria with evidence from the firm's interviews; the executive search candidate report template shows what a useful one contains.
- Guarantee terms you can find when you need them; see placement guarantee period for how guarantees are usually structured.
If the firm's first deliverable after signing differs from what the proposal promised, raise it then. It is the cheapest moment you will get.
Questions people ask
What should a retained search proposal include before I sign?
It should name the consultant who will lead the search and who else will work on it, restate the role and what success looks like, describe the search strategy and target sources, give a timeline with milestones, define the deliverables and reporting, set out the fee basis, installments, expenses and any cap, and state the guarantee, off-limits, conflicts, confidentiality and cancellation terms.
What is the difference between a retained search proposal and the agreement?
The proposal is the firm's pitch and plan: its understanding of the role, approach, team, timeline and commercial terms. The agreement is the contract you sign. A good proposal already contains every commercial term, so the agreement only formalizes it; if the proposal is vague on fees, off-limits or cancellation, expect the same gaps in the contract.
What are red flags in an executive search proposal?
Common red flags are a senior partner named in the pitch but no commitment on who does the work, a fee with no clear installment triggers, uncapped or undefined expenses, no off-limits statement, a guarantee that only covers a narrow set of departures, no cancellation terms, and promises of a hire by a fixed date without a plan to back it.
Is there an industry standard for what a search firm should put in writing?
The Association of Executive Search and Leadership Consultants publishes a Client Bill of Rights saying engagement terms should be in writing, covering the lead advisor, scope, timing, fees and payment schedule, deliverables, and special terms such as guarantees, off-limits restrictions, conflicts and data handling. It is a professional association's standard for its members, not a law.