Fractional Recruiting Partnership Agreement
This Agreement ('Agreement') is made between Metcalf Search, LLC, an Oregon LLC ('Metcalf'), and the entity or individual subscribing to Metcalf's services ('Client'). The 'Effective Date' of this Agreement shall be the date of the Client’s initial subscription payment.
Partnership Commitment: This Agreement engages Metcalf as a strategic recruiting and retention partner. It is Metcalf’s intent that this Agreement reflects our shared commitment to ethical, effective, and human-centered recruiting that strives to solve the ‘who’ for your operation.
Section 1: Partnership Tiers & Scope of Service
1.1. Core Services: All Partnership Tiers include Metcalf’s complete, end-to-end recruiting service:
Strategic Planning (Job Description & Scorecard Development)
Full-Cycle Candidate Sourcing, Screening & Pipeline Management
Interview Coordination & Hiring Manager Calibration
Offer Management, Negotiation & Closing Support
Professional Management of all inbound applications
Retention Toolkit to help retain new and existing employees
1.2. Partnership Service Levels: Service levels are as follows:
(a) Recruiting Partner: Includes a Strategic Remote Partnership. This features a Bi-Weekly Talent Huddle (video) for strategic review, plus Standard Business Day Support via email and phone for all day-to-day operations. Customized Retention Toolkit. 1 active role.
(b) Recruiting Partner Plus: Includes an Embedded Partnership. This features a Weekly Talent Huddle (video), Standard Business Day Support, and one (1) Quarterly Onsite Visit. Enhanced, Customized Retention Toolkit. Up to three (3) concurrent active roles.
(c) Recruiting Partner Pro: Includes a Fully Integrated Partnership. This features a Weekly Talent Huddle (video), Priority Support, and one (1) Monthly Onsite Visit. Enterprise, Customized Retention Toolkit. Up to five (5) concurrent active roles.
(d) Onsite Visits: For Recruiting Partner Plus and Recruiting Partner Pro tiers, the included Onsite Visit is a flexible, high-impact day. Client may use this as a "Strategy Day" for leadership alignment and/or a dedicated "Interview Day" to accelerate final candidates. Up to two (2) unused Onsite Visits may roll over and may be combined, subject to scheduling availability. Rollover visits expire upon termination or non-renewal.
(e) Additional Onsite Visits: Client may request additional Onsite Visits beyond those included in their selected Partnership Tier. Each additional visit is billed at a flat rate of $2,500 per day, inclusive of standard travel within the continental United States.
(f) Expedited Travel: Expedited, scheduled less than 14 days out, or international travel may incur additional costs with Client approval. All visits are subject to availability.
1.3. Service Fees: Specific monthly fees for the selected Tier are defined in the Client’s active Subscription Order at checkout. By maintaining an active subscription, Client locks in the rate provided at the time of initial payment ("Grandfathered Rate").
Section 2: Term & Billing
2.1. Term: This Agreement shall commence on the Effective Date and continue on a month-to-month basis ("Term").
2.2. Renewal: Client may terminate this Agreement for any reason with fifteen (15) days’ written notice. Termination shall be effective at the end of the monthly billing cycle in which the notice period is satisfied.
2.3. Billing (Anniversary Billing):
Initial Payment: Client's first invoice for one full, monthly fee (based on the Client's active subscription selection) is due upon activation. This payment establishes the "Billing Anniversary" and covers the first month of service.
Recurring Payments: All subsequent monthly partnership fees will be billed automatically on the Billing Anniversary of each month.
2.4. Payment Method: Client agrees to provide and maintain a valid, automated payment method (ACH transfer or Credit Card on File) for all recurring monthly partnership fees.
2.5. Late Payment: If any payment is more than seven (7) days past due, Metcalf may suspend or pause services until payment is received, while maintaining Client’s ongoing payment obligations.
Section 3: Partnership & Tier Management
3.1. Changing Tiers: Client may adjust their Partnership Tier at any time via the Metcalf Search subscription portal. (a) Upgrades: Upgrades are effective immediately. The system will automatically process a one-time, prorated charge for the fee difference for the remainder of the current billing cycle. The new, higher monthly fee will apply at the next Billing Anniversary. (b) Downgrades: Downgrades are effective immediately. A prorated credit for the unused portion of the higher-tier subscription will be applied to the Client’s account and used toward future invoices. No cash refunds are issued for mid-cycle downgrades.
3.2. Continuous Partnership Guarantee: This partnership model replaces all traditional per-hire guarantees. If a candidate placed by Metcalf resigns or is terminated for performance while this Agreement is active, Metcalf will reopen the search for that role as part of the ongoing service. The guarantee applies only to candidates placed within the active term and for roles supported under this Agreement.
Section 4: The "Talent Points" Program
Talent Points are a voluntary loyalty incentive and do not create a monetary or contractual obligation.
4.1. Earning Points: Client will earn one (1) Talent Point for every ten dollars ($10.00) of their paid monthly partnership fee. Metcalf, at its sole discretion, may also award discretionary "Bonus Points" for promotions, referrals, or other milestones.
4.2. Redemption & Value: One (1) Talent Point is redeemable for one dollar ($1.00) of spending power for approved recruiting expenses. Approved uses may include: sponsoring job posts, premium candidate skills/personality assessments, background checks, and candidate signing bonuses. Other search-related expenses can be approved in writing.
4.3. No Cash Value: Talent Points are a loyalty credit, not a cash-equivalent savings account. They hold no cash value, are non-transferable, and are not redeemable for cash or as a discount on partnership fees. All accumulated Talent Points are forfeited upon the termination of this Agreement for any reason.
Section 5: Confidentiality & Conflicts of Interest
5.1. Confidentiality: Metcalf will treat all non-public information "relating to the representation" of Client (including hiring plans, salary bands, and candidate data) as strictly confidential, in accordance with the high ethical standards of a trusted fiduciary. Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years.
5.2. Conflicts of Interest: Metcalf runs dedicated, separate searches for each client. Metcalf will never share candidates between clients, except where a candidate independently applies or is otherwise publicly available. Metcalf will provide full transparency and seek Client’s written consent if any potential conflict arises.
Section 6: General Terms
6.1. Fee Disputes: Client agrees that any disputes over fees shall be resolved directly with Metcalf in good faith. Client agrees not to initiate any credit card chargebacks or bank-level payment disputes, as any such action constitutes a material breach of this Agreement.
6.2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. The parties agree to the exclusive jurisdiction of the courts of Multnomah County, Oregon, for any dispute arising from this Agreement.
6.3. Scope of Services: Client understands that Metcalf acts as a strategic recruiting partner and advisor but in no way as legal counsel, an HR consultant, or benefits administrator. All services, tools, and advice (including those related to compliance and retention) are provided as best-practice frameworks from a talent acquisition perspective. Client is solely responsible for all final employment decisions, HR policies, and ensuring its own legal and regulatory compliance.
6.4. Effect of Termination: (a) Grandfathered Pricing: The Client’s pricing is guaranteed only while the subscription remains continuously active. Any cancellation, lapse, or non-payment ends grandfathered pricing. (b) Reactivation: After cancellation or lapse, reactivation requires a new subscription at the then-current pricing.
6.5. Limitation of Liability: Except in cases of gross negligence, willful misconduct, or breach of confidentiality, Metcalf’s total liability under this Agreement shall not exceed one (1) month of the Client’s current partnership fee.
6.6. Notices: Written notice under this Agreement may be provided via email to jay@emetcalf.com and to the Client’s email address on file.
6.7. Access to Client Systems: In the event Client grants Metcalf access to any internal Client software, email, or data systems, such access shall be governed by a separate Data Security Addendum (DSA), which, upon execution by both parties, shall be incorporated herein by reference.
Section 7: Acceptance & Subscription
7.1 Acceptance: The Client confirms acceptance of this Agreement by executing the initial subscription payment via the Metcalf Search payment portal.
7.2 Tier Selection: The Client’s specific Partnership Tier and Monthly Fee are confirmed by the active subscription selection at checkout.
7.3 Binding Effect: By maintaining an active subscription, the Client agrees to be bound by the terms of this Agreement, including the cancellation and pricing continuity policies herein.