Archived Master Services Agreement:
These Master Recruiting Terms & Conditions (“Terms”) govern the provision of recruiting, recruitment process outsourcing, seasonal recruiting, and recruiting enablement services by Hidden Talent Solutions, LLC (“HTS”) to the entity identified as “Client” in an executed Delivery Order (“Client”). HTS and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”
1. DEFINITIONS.
1.1 “Delivery Order” or “DO” means any written order form, delivery order, or similar ordering document executed by Client and HTS that identifies the applicable recruiting product(s) and commercial terms.
1.2 “SOW” means any statement of work, scope of work, implementation plan, or similar document executed by the Parties describing scope, deliverables, milestones, timelines, and acceptance criteria for Services.
1.3 “Services” means the recruiting-related services selected in a Delivery Order and/or described in the applicable Exhibit(s), including without limitation Direct Hire Search Services, Recruitment Process Outsourcing services, Seasonal/High-Volume Recruiting services, and Recruiting Enablement services.
1.4 “Candidate” means any job applicant, prospective employee, intern, consultant or contractor introduced by HTS to Client.
1.5 “Candidate Introduction” means any situation in which HTS (a) provides Client with a Candidate’s identifying information or resume; (b) arranges or participates in an interview or discussion involving the Candidate and Client; or (c) otherwise directs or refers a Candidate to Client. Candidate Introduction may occur via email, ATS, messaging platform, referral, meeting, or any other method.
1.6 “Client Personnel” means Client’s employees, officers, directors, managers, contractors , agents, and representatives.
1.7 “Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including Candidate information, business plans, operations, pricing, proprietary methods, templates, and trade secrets.
1.8 “Exhibits” means the product-specific exhibits attached to and incorporated into these Terms.
2. INCORPORATION; ACCEPTANCE; AUTHORITY.
2.1 Incorporation by Reference. Each Delivery Order expressly incorporates these Terms by reference. By executing a Delivery Order, or by otherwise authorizing Services or Additional Services in writing (including by email confirmation) in accordance with these Terms, Client agrees to be bound by these Terms, including the applicable Exhibit(s) governing the Services being performed.
2.2 Authority. The individual executing a Delivery Order on behalf of Client represents and warrants that they are authorized to bind Client to these Terms.
2.3 Online Availability; Versioning; Email Authorization. These Terms may be made available at
https://hiddentalentsolutions.com/terms-and-conditions and may be updated from time to time in accordance with Section 18. Client agrees that: (a) the version of the Terms in effect as of the effective date of a Delivery Order shall govern Services performed under that Delivery Order, unless otherwise expressly stated in writing; and (b) Client may authorize Additional Services by written authorization, including email confirmation, without executing a new Delivery Order, and such authorization shall be governed by the then-current version of the Terms in accordance with Section 18.
3. ORDER OF PRECEDENCE.
3.1 In the event of a conflict between these Terms and a Delivery Order, the Delivery Order shall control only with respect to the commercial terms (including fees, invoicing cadence, payment timing, and any product selections) applicable to that specific Delivery Order or approved email communication.
3.2 In the event of a conflict between these Terms and an applicable statement of work, scope of work, or similar document describing deliverables or milestones, the SOW shall control only with respect to the scope of Services, deliverables, timelines, and acceptance criteria applicable to that SOW.
3.3 In the event of a conflict between these Terms and an applicable Exhibit, the Exhibit shall control only with respect to the specific product(s) addressed by that Exhibit.
3.4 In the event of multiple Delivery Orders, the most recent Delivery Order governs only with respect to the Services purchased under that Delivery Order.
4. SCOPE OF SERVICES; USE OF THIRD PARTIES; CLIENT COOPERATION.
4.1 Scope. HTS shall provide only the Services (a) expressly selected in a Delivery Order and/or described in the applicable Exhibit(s), and (b) any Additional Services later authorized by Client in writing (including email confirmation) in accordance with these Terms. HTS shall have no obligation to perform any services not covered by a Delivery Order or written authorization, and no oral statements shall expand the Services.
4.2 Third Parties. Client agrees and consents to HTS’s use of third-party tools, service providers, and contractors in performing the Services, provided that HTS remains responsible for performance of the Services and that any such third parties with access to Client Confidential Information are bound by written confidentiality obligations at least as protective as those set forth in this Agreement.
4.3 Client Cooperation. Client shall timely provide information reasonably requested by HTS, including role requirements, compensation parameters, decision-maker availability, interview availability, and feedback. Client acknowledges that Client’s responsiveness materially impacts the success and timeline of recruiting efforts.
5. FEES; PAYMENT; PLACEMENT TERMS.
5.1 Fees Set Forth in Delivery Order. Fees, fee structure (including percentage-based, flat fee, or subscription), invoicing cadence, and any other commercial terms shall be set forth in the applicable Delivery Order. Unless expressly stated otherwise in a Delivery Order or applicable Exhibit, Client’s payment obligations are not contingent upon any particular outcome or result other than the applicable fee trigger expressly set forth in the Delivery Order.
5.2 Invoicing. HTS shall invoice Client in accordance with the Delivery Order.
5.3 Late Fees; Interest. All past due amounts shall bear interest at the rate of one and one-half percent (1.5%) per month, or if less, the maximum rate permitted by law.
5.4 Suspension for Nonpayment; Invoice Disputes. In addition to any other rights and remedies, HTS may suspend performance of Services if Client fails to pay any amount when due. Client must notify HTS in writing of any good-faith dispute within five (5) business days of receiving an invoice, specifying the disputed line item(s) and the basis for the dispute. If Client fails to provide timely written notice of a dispute, the invoice shall be deemed accepted and undisputed. HTS shall not be liable for delays or non performance resulting from suspension due to nonpayment.
5.5 Collections; Attorneys’ Fees. If Client defaults on any payment obligation, Client shall reimburse HTS for all reasonable costs of collection, including attorneys’ fees and court costs.
5.6 Authorized Expenses. Unless expressly included in the applicable Delivery Order, Fees do not include travel expenses or other agreed upon out-of-pocket costs incurred by HTS in connection with the Services (“Expenses”). HTS shall obtain Client’s written authorization prior to incurring any Expenses. Client agrees to reimburse HTS for all authorized Expenses, and HTS may invoice such Expenses in addition to Fees.
5.7 Candidate Protection Period. Unless otherwise stated in the applicable Delivery Order, if Client hires or engages a Candidate introduced by HTS at any time within twelve (12) months following Candidate Introduction, the Candidate shall be deemed placed through HTS and Client shall be obligated to pay the fees set forth in the applicable Delivery Order. For avoidance of doubt, “hires or engages” includes employment, independent contractor engagement, consulting arrangement, or engagement through a third party, staffing firm, affiliate, or subcontractor.
5.8 Guarantee; If Offered. Any placement guarantee, replacement search obligations, exclusions, conditions, and timelines shall be set forth in the applicable Delivery Order. If a guarantee is offered, it applies only if Client is current on all invoices and has not materially changed the role, location, compensation structure, job duties, reporting relationship, work schedule, shift requirements, or other conditions of employment following Candidate acceptance.
5.9 Guarantee Limitations and Exclusions. Any guarantee or replacement search, if offered in the applicable Delivery Order, applies only once to the same position filled (or a substantially similar position with materially similar duties, requirements, location, compensation structure, and reporting relationship) and does not apply to a different role, newly created role, or materially revised role. Any guarantee is void if the Candidate’s employment ends due to lack of work, layoff, project cancellation, office or location change, meaningful change in job duties, reassignment to a different role, role elimination, restructuring, or actual or constructive wrongful termination.
5.10 Replacement Search Clarification. If a Delivery Order provides for a “replacement search,” such obligation (if any) shall be limited to HTS performing additional recruiting services to attempt to identify replacement candidates and does not constitute a guarantee that a replacement hire will be made.
6. NO GUARANTEE; CLIENT HIRING DECISIONS; NOT EMPLOYER OF RECORD.
6.1 No Warranty/Guarantee of Outcome. Except as expressly set forth in a Delivery Order pursuant to Section 5.8 (Guarantee, If Offered), HTS makes no warranty, guarantee of outcome, or promise of result with respect to Client’s business, hiring results, Candidate performance, retention, or suitability.
6.2 Client Responsible for Hiring Decisions. Client retains full and exclusive control over hiring decisions, compensation, job duties, and employment terms for any Candidate hired by Client.
6.3 Not Employer of Record; No Co-Employment; No Temporary Staffing. HTS is not an employer of record, professional employer organization, co-employer, or staffing agency employer with respect to any Candidate. HTS does not employ Candidates and does not place Candidates on HTS’s payroll. Any employment or independent contractor relationship formed with a Candidate is solely between Client and the Candidate, and Client is solely responsible for compensation, benefits, tax withholding, insurance, supervision, and compliance with applicable employment laws.
6.4 Compliance. Client is solely responsible for compliance with applicable employment laws, including without limitation equal employment opportunity, wage and hour, immigration/I-9 verification, and background screening requirements.
6.5 Background Checks; Screening; FCRA. Client is solely responsible for evaluating Candidates and for conducting any background checks, drug screenings, reference checks, credential verifications, motor vehicle record checks, and/or other pre-employment screening or due diligence. If Client conducts any consumer report or investigative consumer report screening, Client is solely responsible for compliance with the Fair Credit Reporting Act (“FCRA”) and any applicable state or local laws, including all notice, consent, and adverse action requirements. Unless expressly stated in a Delivery Order or SOW, HTS does not conduct background checks and does not make any representation or warranty regarding Candidate background, credentials, work authorization, or suitability.
6.6 Pre-Employment Assessments-Advisory Nature; No sole Reliance. Client acknowledges and agrees that any pre-employment assessments, screening tools, testing instruments, scoring methodologies, summaries, reports, or related materials (collectively, “Assessments”) provided by Hidden Talent Solutions are intended solely as one component of a broader, holistic hiring evaluation process.
Client further agrees that Assessments are advisory in nature and are not intended to serve as the sole or determinative basis for any employment decision, including but not limited to hiring, promotion, demotion, compensation, discipline, or termination. Client shall not rely exclusively on any Assessment result in making an employment decision and shall instead consider such results in conjunction with interviews, reference checks, background checks, qualifications, experience, job-related competencies, and other lawful, job-relevant criteria.
Client acknowledges that it retains full and exclusive responsibility for all employment decisions and for ensuring that its hiring practices comply with all applicable federal, state, and local laws and regulations, including but not limited to equal employment opportunity, anti-discrimination, and fair hiring requirements.
Hidden Talent Solutions makes no representation or warranty that any Assessment predicts job performance, guarantees employment outcomes, or satisfies any specific legal standard applicable to Client’s workforce or industry. Client assumes all responsibility and liability arising from its use or misuse of the Assessments in its employment decision-making process.
7. CANDIDATE INTRODUCTIONS; NON-CIRCUMVENTION; FEE PROTECTION.
7.1 Candidate Introduction Protection. If Client hires, engages, or retains (as an employee, contractor, consultant, intern, or otherwise) a Candidate introduced by HTS, then Client agrees that fees and terms shall be governed by the applicable Delivery Order and Exhibit for the purchased product(s).
7.2 Hiring Through Affiliates. “Client” includes any parent, subsidiary, affiliate, or entity under common control with Client, and any hire or engagement by such entity shall be deemed a hire by Client.
7.3 Prior Relationship Disclosure. If Client contends that a Candidate submitted by HTS was already known to Client prior to Candidate Introduction by HTS, Client must notify HTS in writing within three (3) business days of receipt of the Candidate information, identifying the basis of such prior knowledge. Failure to timely notify shall be deemed acceptance that Candidate was introduced by HTS.
7.4 No Circumvention. Client shall not circumvent HTS by using Candidate information provided by HTS to hire or engage the Candidate through another source to avoid payment obligations.
7.5 Hired Candidate Notification. Client shall notify HTS within one (1) business day after Client extends an offer to a Candidate introduced by HTS and the Candidate accepts such offer. Client shall notify HTS within two (2) business days after the Candidate’s actual start date. Such notification requirements apply to any Candidate introduced by HTS within the previous twelve (12) months. Client shall provide the Candidate’s start date and agreed compensation for fee calculation purposes.
8. CONFIDENTIALITY; CANDIDATE INFORMATION.
8.1 Confidentiality Obligations. Each Party shall treat the other Party’s Confidential Information as confidential and shall use such Confidential Information solely as necessary to perform its obligations under these Terms.
8.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, agents, or professional advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.
8.3 Candidate Communications; Permitted Disclosures. Client acknowledges and agrees that HTS may disclose certain Client information to Candidates as reasonably necessary to perform the Services, including information regarding the role, duties, reporting structure, general compensation parameters (as authorized by Client), work schedule, and workplace expectations. If Client provides HTS with information that Client does not want disclosed to Candidates, Client must clearly identify such information in writing as “Do Not Disclose to Candidates.” HTS shall not be responsible for disclosure of information not clearly identified as restricted.
8.4 Injunctive Relief. The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm. The non-breaching Party may seek in junctive relief in addition to any other remedies available.
9. INTELLECTUAL PROPERTY; MATERIALS; WORK PRODUCT.
9.1 No Transfer of IP. These Terms do not grant either Party any interest in the other Party’s intellectual property, including trademarks, trade names, logos, templates, or proprietary materials.
9.2 HTS Materials. Unless expressly stated otherwise in a Delivery Order, HTS retains ownership of all recruiting methods, frameworks, templates, scorecards, interview guides, and similar materials developed or used by HTS (“HTS Materials”).
9.3 Limited License (Enablement Deliverables). If Client purchases Recruiting Enablement Services, Client receives a non-exclusive, non-transferable license to use the deliverables internally within Client’s business, subject to Exhibit 4 and the applicable SOW.
10. EQUAL OPPORTUNITY EMPLOYMENT.
Client represents and warrants that it is an equal opportunity employer and does not unlawfully discriminate in employment decisions on the basis of race, color, religion, sex, marital status, sexual orientation, national origin, age, disability, or any other status protected under applicable law. Each Party agrees to conduct its business in conformity with applicable law.
11. INDEMNITY.
Client shall defend, indemnify, and hold harmless HTS and its affiliates, and each of the irrespective owners, officers, directors, employees, agents, and representatives (“HTS Parties”), from and against any and all losses, claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s business operations, workplace, or employment practices; (b) acts or omissions of Client Personnel; (c) Client’s hiring, engagement, supervision, compensation, discipline, or termination of any Candidate; (d) Client’s violation of applicable law; or (e) Client’s breach of these Terms or any Delivery Order; provided, however, that Client shall have no obligation to indemnify any HTS Party to the extent such Losses are finally determined to have been caused by the gross negligence, or willful misconduct of an HTS Party. This Section shall survive expiration or termination for any reason.
12. LIMITATION OF LIABILITY.
12.1 Cap. In no event shall the total liability of the HTS Parties to Client exceed the Fees actually paid to HTS under the applicable Delivery Order(s) during the twelve (12) month period immediately preceding the event giving rise to the claim; provided that any reimbursed Expenses, pass-through costs, and other third-party charges paid or reimbursed by Client pursuant to these Terms or any Delivery Order shall be excluded from such cap.
12.2 Exclusive Remedy. Client’s sole and exclusive remedy for any claim arising from or related to the Services shall be limited to: (a) termination of the applicable Delivery Order in accordance with the termination provisions herein and in the applicable Exhibit(s); and (b) if Client has prepaid Fees for Services not yet performed, a refund of the unearned portion of such prepaid Fees, as determined by HTS in good faith, less any non-cancellable commitments, authorized third-party expenses, and amounts earned for Services performed prior to termination.
12.3 No Reliance. Client acknowledges that the only representations made by HTS on which Client is relying are those expressly set forth in these Terms and the applicable Delivery Order(s).
12.4 Consequential Damages Waiver. In no event shall HTS be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or lost revenue, even if advised of the possibility of such damages. This Section shall survive expiration or termination for any reason.
13. TERMINATION; SURVIVAL.
These Terms commence on the effective date of the first Delivery Order executed by the Parties and shall remain in effect for so long as HTS performs Services for Client under any Delivery Order or written authorization. Termination notice periods, if any, applicable to specific Services or products shall be governed by the applicable Exhibit and/or Delivery Order. Termination shall not relieve Client of any obligation to pay for Services performed, authorized Expenses incurred, or amounts due through the effective date of termination. Upon expiration or termination of Services, Sections 5 (Fees; Payment; Placement Terms), 7(Candidate Introductions; Non-Circumvention; Fee Protection), 8 (Confidentiality), 11(Indemnity), 12 (Limitation of Liability), 14 (Notices), 16 (Dispute Resolution), 17 (Choice of Law and Jurisdiction), and 19 (Entire Agreement), and any other provisions that by their nature should survive, shall survive.
14. NOTICES.
All notices required or permitted under these Terms shall be in writing and shall be deemed duly given (a) on the date delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier; (c) on the first business day after mailing by United States registered or certified mail, return receipt requested; or (d) when sent by electronic mail with confirmation of receipt. Notices to Client shall be sent to the notice address and email address specified in the applicable Delivery Order (or such other address as Client designates by notice to HTS). Notices to HTS shall be sent to: Hidden Talent Solutions, LLC Attn: Melissa Trocko Address: 2636 Silver Falls Dr., Kingwood, TX. 77339 Email: mtrocko@hiddentalentsolutions.com
15. BINDING EFFECT; ASSIGNMENT. These Terms shall be binding upon the Parties and their respective heirs, administrators, successors, and assigns. Neither Party may assign these Terms without the prior written consent of the other Party, except that HTS may assign these Terms without Client’s consent to an affiliated entity or to a third party in connection with a merger, acquisition, reorganization, or sale of substantially all assets of HTS.
16. DISPUTE RESOLUTION; JURY TRIAL WAIVER.
Except for claims for non-payment of Fees, claims for injunctive relief, and claims that by law cannot be subject to arbitration, any claim, dispute, or controversy (“Claim”) arising out of or relating to these Terms, any Delivery Order, or the Services shall be submitted to mediation in Harris County, Texas. If not resolved by mediation, the Claim shall be resolved exclusively by binding arbitration in Harris County, Texas. TO THE EXTENT ANY CLAIM IS LITIGATED IN COURT (INCLUDING TO ENFORCE OR VACATE AN ARBITRATION AWARD), THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY.
17. CHOICE OF LAW AND JURISDICTION.
These Terms shall be construed, without regard to conflict-of-law principles, in accordance with the laws of the State of Texas. To the fullest extent permitted by law, any proceeding arising out of or related to these Terms (including arbitration) shall be held in Harris County, Texas.
18. MODIFICATIONS; ACCEPTANCE OF UPDATED TERMS.
HTS may update these Terms from time to time by posting a revised version at https://hiddentalentsolutions.com/terms-and-conditions and updating the “Version” and “Effective Date.” Client agrees that Client’s written authorization of Additional Services (including by email confirmation) constitutes Client’s acceptance of and agreement to be bound by the then-current version of the Terms posted at https://hiddentalentsolutions.com/terms-and-conditions as of the date of such authorization. Updates will not apply retroactively to Services already purchased under an executed Delivery Order, but will apply to Additional Services authorized after the effective date of the updated Terms.
19. ENTIRE AGREEMENT.
These Terms, together with all executed Delivery Orders and applicable Exhibits, contain the entire agreement between the Parties and supersede all prior and contemporaneous agreements, understandings, inducements, or conditions, whether oral or written.
EXHIBIT 1 — DIRECT HIRE SEARCH SERVICES (CONTINGENCY OR RETAINED)
This Exhibit applies only if Client selects Direct Hire Search Services in a Delivery Order or otherwise authorizes Services in writing (including by email confirmation) in accordance with these Terms.
1. Services. HTS may provide some or all of the following, as applicable: recruitment strategy consultation, job description drafting or revision, requisition posting, candidate sourcing, screening, interview strategy consultation, candidate selection consultation, recruitment project management, and activity/status reporting.
2. Client Responsibilities. Client agrees to (a) provide accurate and complete information regarding the position, including job duties, required qualifications, compensation range, work location, and reporting structure; (b) designate a primary point of contact authorized to provide timely feedback and decisions; (c) review Candidate submissions and provide feedback within a commercially reasonable timeframe; (d) make interview and hiring decisions in a timely manner; and (e) promptly notify HTS of any material changes to the position, compensation, reporting structure, work location, or hiring priorities. Client acknowledges that delays or changes by Client may materially impact recruiting timelines, Candidate availability, and the success of the search.
3. Candidate Protection Period. Candidate Protection Period is governed by Section 5.7 of the Terms unless otherwise stated in the Delivery Order.
4. Fee Trigger; Definition. Fees and the fee trigger for Direct Hire Search Services shall be as set forth in the Delivery Order.
5. Termination (Direct Hire). Either Party may terminate Direct Hire Search Services by providing the other Party at least seven (7) business days’ written notice as defined in Section 14. Termination shall not relieve Client of any obligation to pay fees due for any Candidate hired or engaged by Client in accordance with the Terms and this Exhibit.
EXHIBIT 2 — RECRUITMENT PROCESS OUTSOURCING (RPO) SERVICES
This Exhibit applies if Client selects RPO Services in a Delivery Order or otherwise authorizes Services in writing (including by email confirmation) in accordance with these Terms.
1. Services; Scope. RPO Services may include recruiting strategy consultation, intake and role calibration, job description drafting or revision, candidate sourcing, screening, candidate submission, interview scheduling coordination, pipeline management, hiring manager coordination, offer process support, and reporting, as further described in the applicable Delivery Order and/or SOW. For avoidance of doubt, HTS’s obligations are limited to the scope expressly stated in the applicable Delivery Order and/or SOW, and any services not expressly included are excluded unless later authorized by Client in writing (including by email confirmation).
2. Statement of Work; Operating Model. RPO Services may be delivered pursuant to a separate scope of work, implementation plan, or services schedule (“SOW”) that describes the operating model for the engagement, including role coverage, expected volumes, responsibilities, reporting cadence, and governance meetings. If an SOW is executed for an RPO engagement, the SOW shall control with respect to the operational details of the engagement, and these Terms and this Exhibit shall control with respect to legal and risk allocation provisions, unless the SOW expressly states otherwise.
3. Client Responsibilities; Cooperation. Client agrees to provide accurate and complete role information, including duties, requirements, compensation parameters, reporting structure, work location, and hiring priorities, and to designate a primary point of contact with authority to provide timely feedback and decisions. Client shall provide timely access to hiring managers and interviewers and ensure interview availability, and Client shall review Candidate submissions and provide feedback within a commercially reasonable timeframe. Client shall notify HTS promptly of any material changes to role requirements, compensation, location, headcount, hiring priorities, or decision-makers. Client acknowledges that delays, role changes, or lack of responsiveness by Client may materially impact recruiting timelines, Candidate availability, and the success of the engagement.
4. Service Assumptions; No Guarantee. Client acknowledges that recruiting outcomes are affected by market conditions, compensation competitiveness, shift requirements, location, role requirements, and Client responsiveness. HTS does not guarantee time-to-fill, hiring volumes, Candidate acceptance rates, or hiring outcomes unless expressly stated in a Delivery Order or SOW.
5. Tools; Access; Data. To the extent reasonably necessary to perform the RPO Services, Client shall provide HTS with appropriate access to Client systems, job information, hiring manager calendars, and/or other information required for recruiting operations, subject to Client’s security requirements and the confidentiality obligations in these Terms. Client acknowledges that system access limitations or delays may impact performance timelines.
6. Reporting; Governance. HTS may provide status updates and pipeline reporting during the engagement. The cadence, format, and content of reporting, as well as any recurring governance meetings, shall be as set forth in the applicable Delivery Order and/or SOW.
7. Change Control; Additional Services. Client may request changes to scope, role coverage, priority, volumes, process steps, or other engagement parameters. Any material changes to the scope of RPO Services or the addition of new services (“Additional Services”) must be authorized by Client in writing (including by email confirmation) and may result in revised fees, timelines, or resource allocation. For avoidance of doubt, Client’s email authorization of Additional Services constitutes acceptance of the then-current Terms in accordance with Section 18 of these Terms.
8. Fees; Expenses. RPO fees, billing structure, and invoicing cadence shall be set forth in the applicable Delivery Order. Any Expenses apply only if authorized in writing in accordance with Section 5.6 of these Terms.
9. Termination (RPO). Unless otherwise stated in the applicable Delivery Order, either Party may terminate RPO Services only upon sixty (60) days’ prior written notice (including by email with confirmation of receipt) as defined in Section 14. Client shall remain responsible for all Fees due and payable for Services performed and any applicable Fees due during the notice period, as well as any authorized Expenses incurred prior to the effective date of termination. Termination shall not relieve Client of any obligation to pay amounts accrued through the effective date of termination.
EXHIBIT 3 — SEASONAL / HIGH-VOLUME RECRUITING SERVICES
This Exhibit applies if Client selects Seasonal / High-Volume Recruiting Services in a Delivery Order or otherwise authorizes Services in writing (including by email confirmation) in accordance with these Terms.
1. Services; Scope. Seasonal / High-Volume Recruiting Services may include intake for repeatable roles, recruiting strategy consultation, candidate sourcing, screening, candidate submission, interview coordination, scheduling support, pipeline management, and reporting, as further described in the applicable Delivery Order and/or SOW. For avoidance of doubt, HTS’s obligations are limited to the scope expressly stated in the applicable Delivery Order and/or SOW, and any services not expressly included are excluded unless later authorized by Client in writing (including by email confirmation).
2. Statement of Work; Operating Model. Seasonal / High-Volume Recruiting Services may be delivered pursuant to a separate scope of work, implementation plan, or services schedule (“SOW”) that describes the operating model for the engagement, including role coverage, expected volumes, responsibilities, reporting cadence, and governance meetings. If an SOW is executed for a Seasonal / High-Volume engagement, the SOW shall control with respect to the operational details of the engagement, and these Terms and this Exhibit shall control with respect to legal and risk allocation provisions, unless the SOW expressly states otherwise.
3. Client Responsibilities; Cooperation. Client agrees to provide accurate and complete role information, including duties, requirements, compensation parameters, reporting structure, work location, shift requirements, hiring priorities, and headcount needs, and to designate a primary point of contact with authority to provide timely feedback and decisions. Client shall provide timely access to hiring managers and interviewers and ensure interview availability, and Client shall review Candidate submissions and provide feedback within a commercially reasonable timeframe. Client shall notify HTS promptly of any material changes to role requirements, compensation, location, shift requirements, headcount, hiring priorities, or decision-makers. Client acknowledges that delays, role changes, or lack of responsiveness by Client may materially impact recruiting timelines, Candidate availability, and the success of the engagement.
4. High-Volume Considerations; No Guarantee. Client acknowledges that high-volume recruiting outcomes are materially impacted by market conditions, compensation competitiveness, shift requirements, location, responsiveness, interview availability, and Client’s ability to make timely hiring decisions. HTS does not guarantee that Client will meet specific hiring volumes, acceptance rates, or time-to-fill targets unless expressly stated in a Delivery Order or SOW.
5. Tools; Access; Data. To the extent reasonably necessary to perform the Seasonal / High-Volume Recruiting Services, Client shall provide HTS with appropriate access to Client systems, job information, hiring manager calendars, and/or other information required for recruiting operations, subject to Client’s security requirements and the confidentiality obligations in these Terms. Client acknowledges that system access limitations or delays may impact performance timelines.
6. Reporting; Governance. HTS may provide status updates and pipeline reporting during the engagement. The cadence, format, and content of reporting, as well as any recurring governance meetings, shall be as set forth in the applicable Delivery Order and/or SOW.
7. Change Control; Additional Services. Client may request changes to scope, role coverage, priority, volumes, process steps, hiring events, or other engagement parameters. Any material changes to the scope of Seasonal / High-Volume Recruiting Services or the addition of new services (“Additional Services”) must be authorized by Client in writing (including by email confirmation) and may result in revised fees, timelines, or resource allocation. For avoidance of doubt, Client’s email authorization of Additional Services constitutes acceptance of the then-current Terms in accordance with Section 18 of these Terms.
8. Fees; Expenses. Seasonal / High-Volume Recruiting fees, billing structure, and invoicing cadence shall be set forth in the applicable Delivery Order. Any Expenses apply only if authorized in writing in accordance with Section 5.6 of these Terms.
9. Termination (Seasonal). Unless otherwise stated in the applicable Delivery Order, either Party may terminate Seasonal / High-Volume Recruiting Services only upon sixty (60) days’ prior written notice as defined in Section 14. Client shall remain responsible for all Fees due and payable for Services performed and any applicable Fees due during the notice period, as well as any authorized Expenses incurred prior to the effective date of termination. Termination shall not relieve Client of any obligation to pay amounts accrued through the effective date of termination.
EXHIBIT 4 — RECRUITING ENABLEMENT SERVICES (CONSULTING)
This Exhibit applies only if Client selects Recruiting Enablement Services in a Delivery Order or otherwise authorizes Services in writing (including by email confirmation) in accordance with these Terms.
1. Services and Deliverables; SOW. Recruiting Enablement Services are consulting and process enablement services purchased via Delivery Order. The specific scope, deliverables, milestones, timeline, and acceptance criteria shall be set forth in a separate scope of work (“SOW”) executed by the Parties.
2. License to Use Deliverables. Subject to Client’s payment in full, HTS grants Client a limited, non-exclusive, non-transferable license to use the deliverables internally for Client’s business purposes. Client may not resell, publish, or distribute HTS Materials outside Client without HTS’s prior written consent.
3. No Guarantee. Recruiting Enablement Services are advisory and do not guarantee hiring outcomes, Candidate performance, or business results.
4. Cancellation; Payment for Work Performed. Client may cancel Recruiting Enablement Services upon written notice; however, Client shall pay HTS for all Services performed and deliverables completed by the effective cancellation date, plus any non-cancellable Expenses incurred in reliance on the Delivery Order/SOW and authorized in accordance with Section 5.6 of the Terms.
5. Work Product Upon Cancellation If Client cancels Recruiting Enablement Services, HTS shall have no obligation to deliver any unfinished, draft, or in-process materials (including working files and interim versions). Upon Client’s payment in full of all amounts due, HTS shall deliver to Client any completed deliverables that were paid for under the applicable Delivery Order and/or SOW. Client acknowledges and agrees that any license or right to use deliverables remains subject to Section 2 of this Exhibit.
+1 832-577-2670
info@hiddentalentsolutions.com
Copyright Ⓒ 2026 Hidden Talent Solutions, LLC
