Upon execution of this Agreement, CLIENT will pay MR a NON-REFUNDABLE RETAINER FEE of one-third (1/3) of the Estimated Total Service Fee, one-third (1/3) upon presentation of short list of candidates and remaining balance due thirty (30) days after candidate presentation.

If MR fails to present a candidate who enters into a service relationship with CLIENT, or at least two (2) qualified candidates within ninety (90) days from the date MR's search begins, MR shall refund to the CLIENT the second Retainer Fee payment. The SEARCH START DATE will be one business day after the date both the EXECUTED SEARCH RETAINER AGREEMENT and the RETAINER FEE are received by MR.

If at least two (2) qualified candidate(s) are presented within ninety (90) days from the date MR's search begins, but CLIENT fills a position through its own efforts or through another source, there will be no refund.

If MR presents at least two (2) qualified candidates within ninety (90) days from the date MR's search begins but CLIENT either: (1) fails to interview said candidates within ten (10) business days from the date of initial candidate presentation, or (2) fails to complete the interview process to the point of making an offer to enter into a service relationship within (10) days from the date of initial candidate presentation, CLIENT shall not be entitled to any refund.

CLIENT shall reimburse candidates for all reasonable interviewing expenses incurred by any candidate who resides outside a 50 - mile radius of the location where the interview is to be conducted, including but not limited to transportation, food and lodging.

CLIENT shall reimburse MR on a monthly basis for all mutually agreed upon and reasonable out-of-pocket expenses incurred by MR in discharge of its search obligations including but not limited to transportation, food and lodging for out-of-town interviews by MR of potential candidates.

If the service relationship between CLIENT and the candidate is terminated for any reason within thirty (30) days from the date the candidate commenced said employment, MR will replace the candidate, provided that CLIENT notifies MR in writing all of facts relating to the termination of the relationship within five (5) business days after its termination.
This guarantee is not applicable if the service relationship is terminated because the position is eliminated or because CLIENT has insufficient work for the candidate. The guarantee is to allow CLIENT to satisfy itself that the candidate has the requisite experience and qualifications, and that information provided by the candidate and other sources, directly or through MR is accurate. This guarantee shall be CLIENT's sole remedy.
MR's guarantee is valid only if MR receives payment of its service fee, in full, within fifteen (15) days from the date the service relationship starts.

The CLIENT may cancel this Agreement at any time but in such event shall not be entitled to a refund of the RETAINER FEE. If a candidate presented in the course of this search enter into a service relationship with CLIENT within one year after MR's and CLIENT's most recent communication relating to the candidate, the balance of the TOTAL SERVICE FEE will be due and payable when candidate starts.

If collection activities are necessary, CLIENT agrees to pay all expenses thereof, including reasonable attorney's fees. CLIENT consents to the jurisdiction of the courts of the State of Pennsylvania and agrees that its laws shall govern the parties' relationship.

The following definitions are applicable to this Agreement: "Candidates" means a person referred to CLIENT by MR, directly or indirectly.
"Qualified Candidate" means a candidate who possesses the material qualifications described in the job orders (Search Assignments) for the positions, (copies of which are attached hereto).
"Refer" means the disclosure by MR of the identity of a candidate by any means, orally or in writing.
"Service relationship" means CLIENT's engagement of the services of a candidate in any capacity, including as an employee, independent contractor, consultant, or other representative.
"First year's compensation" means a reasonable estimate of all compensation expected to be earned by the candidate during the first year of service relationship, including wages, salary, draw, fees, commissions, bonuses, and incentives.
A pre-estimate of the first year's compensation will be made at the time the Executive Search Engagement Agreement is executed. The final estimate of the first year's compensation will be made at the time of the service relationship offer and acceptance, and shall not be increased or decreased thereafter.

MR does not discriminate in the acceptance or referral of candidates on the basis of race, color, religion, sex, age, national origin, marital status, disability, or other protected characteristics.

The undersigned agree to all provisions contained in this Agreement.

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