HIRE Advantage Agreement

This HIRE Advantage Agreement (together with all applicable Services Order(s) and addenda, executed hereunder, the “Agreement”) is entered into by and between the HIRE entity identified in a Service Order (“HIRE”) and the counterparty to that Service Order (“Client”) and contains the terms and conditions that govern Client’s access to and use of the the Scope of Services (see defined below). This agreement is effective when Client executes a Services Order referencing this Agreement (the “Effective Date”). 

1. Introduction & Recitals

HIRE provides high-performance recruiting solutions designed to scale businesses. Under this Agreement, HIRE will deliver its Proprietary Recruiting System, which combines advanced recruiting services with consulting, coaching, and ongoing support to optimize candidate experience, onboarding, and retention.

2. Definitions

  • Campaign: A set of 1–10 marketing ads used within a geographic region.

  • Campaign Launch: Date when applicant tracking system is live (system of record for Client to track Recruits) and targeted ad campaigns are posted.

  • Ad Spend: The amount invested by the Client for advertising campaigns, paid to a third-party.

  • Proprietary Recruiting System: HIRE’s exclusive methods, processes, training materials, and technology used by HIRE.

  • Recruit:. A candidate who is sourced by HIRE Campaigns and completed the HIRE-provided onboarding form or Client Rep Agreement.

  • Qualified HIRE: A Qualified HIRE has completed their first day participating in either Field sales activity, or Formal entry into the Client’s sales training program (e.g., sales school), whichever occurs first.

  • Active HIRE: A Qualified HIRE who has completed their first 30 days with the Client and remains actively engaged with the Client’s business as a seller of Client’s wares or services

  • Qualified HIRE Date: The date the Recruit completed their first day participating in either Field sales activity, or Formal entry into the Client’s sales training program (e.g., sales school), whichever occurs first.

  • Active HIRE Date: The date the Qualified HIRE completed their first 30 days with the Client. 

  • Services: Services listed in section 3.

  • Services Order: the document by which Client orders, and HIRE agrees to provide, Services Pursuant to this Agreement.

3. Scope of Services

As part of this Agreement, HIRE shall provide the following services, aligned to the fee categories in Section 4:

Build

  • Custom Recruiting System Buildout

  • ATS Integration & Tracking

  • Initial Setup of Automated Applicant Communication

  • Initial Configuration of Live Data & Dashboard Access

Platform

  • Access to HIRE’s proprietary recruiting platform, integrations, dashboards, and reporting tools

  • Ongoing Ad Performance Analysis & Adjustments

  • Monthly Executive Recruiting Review

  • Ongoing Recruiting Best Practice Training (including webinars)

  • Hiring Manager Support (1:1 training, auditing, coaching)

  • Performance Benchmarking

Campaign

  • Targeted Ad Campaigns (copywriting, branding, posting job listings

  • Pre-Screening & Pre-Qualification

  • Done-for-You Screening Calls

  • Pre-Qualified Interviews Booked into Client’s Calendar

Recruiter
When the Recruiter service is selected, HIRE replaces the Client’s in-house recruiter function. Under this service:

  • HIRE provides a recruiter aligned with the Client’s campaigns.

  • The Client no longer conducts hiring meetings with a hiring manager or recruiter.

  • Instead, the Client accepts or rejects candidates provided by HIRE prior to the candidate attending Sales School.

Placement

  • Candidate Experience Optimization

  • Onboarding System Buildout

  • Early Retention Strategy Development

  • Virtual Sales Schools and related training/consulting to support candidate readiness and retention

General Terms of Service Delivery: services are delivered in a commercially reasonable manner and may be adjusted by HIRE to reflect evolving best practices. Certain services, such as virtual sales schools, may be subject to schedule availability.

4. Payment Terms

4.1 Product Fees

Client agrees to pay the following Product Fees in accordance with the amounts and rates set forth in the applicable Services Order:

  • Build (One-Time): A one-time setup fee, invoiced and due upon execution of the Services Order.

  • Platform (Recurring Monthly, Includes One Campaign): A recurring monthly fee that provides ongoing access to HIRE’s proprietary recruiting platform, integrations, dashboards, reporting tools, and related support services. The Platform Fee includes management of one (1) campaign. The first Platform Fee is due upon execution of the Services Order; the second Platform Fee is due one (1) month after project launch; each subsequent Platform Fee is due on the monthly anniversary of the second payment.

  • Recruiter (Recurring Monthly): A recurring monthly fee per recruiter provided by HIRE. Recruiter quantity must equal the number of active campaigns under management. The first Recruiter Fee is due upon execution of the Services Order; the second Recruiter Fee is due one (1) month after project launch; each subsequent Recruiter Fee is due on the monthly anniversary of the second payment.

  • Additional Campaign(s) (Recurring Monthly): A recurring monthly fee per additional campaign beyond the one included in the Platform Fee. The first Campaign Fee is due upon execution of the Services Order; the second Campaign Fee is due one (1) month after project launch; each subsequent Campaign Fee is due on the monthly anniversary of the second payment.

  • Placement (Recurring Monthly, Billed in Arrears): A recurring monthly fee based on the number of Active Recruits in the prior monthly cycle, billed in arrears. Recurring Placement Fees commence on the Qualified Recruit Date and continue monthly for up to twelve (12) months from each Active Recruit Date. These Placement Fees survive termination of this Agreement and remain payable for all Active Recruits delivered prior to termination.

4.2 Payment Schedule

  • All payments due upon receipt.

  • The One-Time Build & Implementation Fee, as well as the first month’s Platform Fee and Managed Campaign Fee(s), are due upon execution of this Agreement and before HIRE begins the campaign and account build.

  • Subsequent Platform Fee and Managed Campaign Fee(s) are due one (1) month after the ads/campaign begins and on the same day each month thereafter (no later than the 28th of the month).

  • Recurring Placement Fees are invoiced and due at the end of each monthly cycle based on the number of Active HIREs. Client hereby authorizes HIRE to automatically process such payments via ACH transfer or credit card on file. Payments made by credit card shall be subject to a processing surcharge of three percent (3%).

  • Late Payment Penalties: A five-day grace period applies. After five days, unpaid amounts will incur a 5% monthly interest fee. Client agrees HIRE may suspend all services and withhold all deliverables immediately upon nonpayment, without liability, until account is current.

4.3 Campaign Scope & Expansion

  • Number of Contracted Campaigns: The Client and HIRE agree that this Agreement covers _____ campaign(s), with each campaign defined as up to ten (10) managed ads in a particular geographic region.

  • Additional Campaign Expansion: The Client may expand by adding campaigns beyond the initially agreed number. Each additional campaign will be billed at $1,500/month, contingent on HIRE’s capacity and mutual agreement.

  • Campaign Reduction: Campaigns may be reduced or paused on a monthly basis with written notice, provided that each campaign operates on a minimum thirty (30)-day cycle. Any reduction shall be prorated and aligned with the Client’s monthly billing cycle.

  • Campaign Reallocations & Adjustments:

    • Ad spend may be reallocated across campaigns in real time, based on performance and hiring needs.

    • If a campaign is removed and replaced with an entirely new campaign, the Client must confirm with HIRE prior to implementation.

4.4. Ad Spend Responsibility

The Client is solely responsible for all advertising costs (“Ad Spend”) incurred in connection with campaigns under this Agreement. Ad Spend is billed directly by the applicable job boards or advertising platforms to the Client and is not included in HIRE’s fees. 

5. Performance Commitment

If, within the first 90 days of Campaign Launch AND the Client spends at least $12,000 in total advertising, HIRE guarantees:

  • Either: At least twenty-five (25) Qualified HIREs; or

  • At least twenty (20) Qualified HIREs and there will be a minimum of seven (7) additional Recruits who are active, in good standing, and scheduled to start within the subsequent two (2) weeks.

If this condition is not met within 90 days, HIRE will continue providing campaign services at no additional Platform or Campaign Fee until the guarantee is fulfilled. The Client remains responsible for:

  • Advertising costs, and

  • Recurring Placement Fees for all Active HIREs 

This commitment excludes circumstances where Client delays interviews, onboarding, or hiring decisions, or fails to provide required branding, materials, or access within agreed timelines (Section 6).

6. Client Responsibilities

The Client shall:

  • Have personnel to support interviews, hiring, and onboarding.

  • Allocate proper time for onboarding activities and ongoing meetings.

  • Provide branding materials (logo, tagline, color scheme).

  • Collaborate with HIRE on culture video production.

  • Set up a dedicated company email for Indeed access.

  • Provide Google Calendar details for recruiters/screeners.

  • Report sales statistics weekly for Recruits.

  • Provide necessary materials within seven (7) days of contract execution.

7. Confidentiality & Proprietary Rights

7.1 Confidentiality

The Client agrees all aspects of HIRE’s Proprietary Recruiting System are confidential and shall not be disclosed, copied, or reverse-engineered.

7.2 Data Use

Applicant data is for the Client’s internal use only. HIRE reserves the right to use campaign data (including non-anonymized data where appropriate) for case studies, marketing, and analysis, provided Client business interests are not compromised.

HIRE may reference Client’s name and logo in general marketing materials unless Client objects in writing.

7.3 Non-Compete & Non-Circumvention

The Client shall not, directly or indirectly:

  1. Replicate, use, or modify HIRE’s recruiting system, advertisements, or proprietary materials outside of this Agreement;

  2. Transfer, disclose, or make available HIRE’s recruiting system, advertisements, or proprietary materials to any third party, including competitors, agencies, or contractors; or

  3. Engage in any conduct that has the purpose or effect of circumventing HIRE’s role in providing recruiting services.

This restriction applies for a period of two (2) years, or for the full duration that Placement Fees remain payable under Section 4.1, whichever is longer, after termination of this Agreement.

Violations entitle HIRE to seek injunctive relief and liquidated damages equal to twelve (12) months of lost value.

8. Term, Renewal, and Termination

8.1 Term

This Agreement shall remain in effect for an initial term of ninety (90) days, beginning on the date of Campaign Launch.

8.2 Renewal

After the initial term, the Agreement renews month-to-month unless either party provides at least seven (7) days’ written notice of non-renewal.

8.3 Early Termination for Convenience (30-Day Guarantee)

Notwithstanding any other provision of this Agreement, the Client may terminate for convenience at any time within the first twenty-eight (28) days following Campaign Launch. In such event:

  • HIRE shall refund one hundred percent (100%) of the Build & Implementation Fee

  • No Recurring Placement Fees shall be due.

  • Upon such termination, both parties are released from all further obligations.

9. Dispute Resolution & Governing Law

This Agreement shall be governed by Arizona law. Disputes shall first be resolved through mediation.

10. Indemnification & Limitation of Liability

  • Indemnification by Client: Client indemnifies HIRE against claims arising from misuse of the system, hiring decisions, or breach.

  • Indemnification by HIRE: HIRE indemnifies Client against claims resulting from gross negligence or intentional misconduct.

  • Limitation of Liability: HIRE’s liability shall not exceed the total fees paid by Client in the three months preceding a claim. HIRE shall not be liable for indirect or consequential damages.

11. Amendments & Notices

All amendments must be in writing and signed by both parties. Notices must be in writing.

12. Acknowledgment and Acceptance

By signing below, both parties acknowledge they have read, understood, and agreed to the terms of this Agreement.

EXHIBIT A – TERMINATION & EXIT PROVISIONS

Termination Conditions:

  • This Agreement shall renew on a month-to-month basis after the initial ninety (90) day term, unless either party provides a seven (7) day written notice of non-renewal.

  • The Client may terminate for convenience within the first twenty eight (28) days of execution pursuant to Section 8.3 of this Agreement.

  • HIRE reserves the right to terminate immediately if the Client fails to make payments or breaches confidentiality obligations.

Financial Obligations Upon Termination:

  • The Client remains responsible for all outstanding invoices up to the termination date.

  • Recurring Placement Fees remain payable for all Active HIREs, up to twelve (12) months from the Active HIRE Date. 

Survival of Obligations: 

  • Confidentiality, proprietary rights, and all payment obligations (including Recurring Placement Fees) shall survive termination.

Post-Termination Use of Intellectual Property & Data:

  • The Client shall cease use of any proprietary materials, recruiting systems, training programs, or strategies developed by HIRE.

  • Any materials provided by HIRE (including advertisements, branding, or process structures) shall not be used to replicate services independently or with a third-party vendor.

  • HIRE retains ownership of all data, processes, and confidential information provided during the term.

EXHIBIT B – INDEMNIFICATION & LIMITATION OF LIABILITY

Indemnification by the Client:

  • The Client agrees to indemnify, defend, and hold harmless HIRE from any claims, damages, or liabilities arising from the Client’s misuse of the system, hiring decisions, or breach of contract.

  • The Client assumes full responsibility for compliance with employment laws and regulations.

Indemnification by HIRE:

  • HIRE shall indemnify the Client against claims resulting from gross negligence or intentional misconduct in delivering services under this Agreement.

  • HIRE is not responsible for hiring outcomes, employee performance, misconduct, retention results, or legal disputes related to employment practices.

Limitation of Liability:

  • In no event shall HIRE’s total liability exceed the total fees paid by the Client in the three (3) months preceding the claim.

  • HIRE shall not be liable for indirect, incidental, or consequential damages, including loss of profits, business interruptions, or reputational harm.

  • Nothing in this section shall limit the Client’s obligation to pay Recurring Placement Fees or other amounts due under this Agreement.

Force Majeure:

  • Neither party shall be held liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to natural disasters, labor strikes, government actions, or technological failures.

  • Payment obligations incurred prior to the force majeure event shall remain enforceable and are not excused.