Master Services Agreement
This Master Services Agreement ('MSA') governs the relationship between CERTRCTR and Employer. By using CERTRCTR's candidate matching and recruitment services, Employer agrees to these terms.
Last updated: July 2026Parties & Recitals
This Master Services Agreement ('Agreement') is entered into by and between CERTRCTR ('Recruiter', 'Company', 'we', 'us') and the client organization ('Client', 'Employer', 'you'). WHEREAS Recruiter is engaged in the business of identifying, screening, and referring qualified candidates for direct-hire, temporary, and contract staffing engagements; and WHEREAS Client wishes to engage Recruiter to provide such recruiting and staffing services from time to time; NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows. This Agreement governs the overall relationship, while individual searches or placements may be documented in separate Service Orders that incorporate these terms by reference.
Definitions
'Candidate' means any individual referred, presented, or introduced by Recruiter to Client. 'Placement' means the acceptance by Client of a Candidate for employment or engagement, whether direct-hire, temporary, or contract. 'Placement Fee' means the amount payable to Recruiter upon a Placement. 'Referral' means the disclosure of a Candidate's identity, resume, profile, or qualifications to Client. 'Confidential Information' means non-public information disclosed by either party. 'Guarantee Period' means the period following a Candidate's start date during which the replacement guarantee applies.
Scope of Services
Recruiter will use commercially reasonable efforts to source, screen, and present Candidates matching Client's role requirements, including sourcing, resume review, preliminary skills and certification screening, and coordination of interviews. Recruiter acts as an independent contractor and not as an employer of any Candidate. Recruiter does not guarantee that any particular Candidate will be presented, will accept an offer, or will remain employed. Client retains sole discretion and responsibility for all hiring decisions.
Candidate Placement
A Placement occurs when Client hires or engages a Candidate referred by Recruiter, whether directly or through a subsidiary, affiliate, or successor, within twelve (12) months of the most recent Referral of that Candidate. Client agrees to notify Recruiter in writing within five (5) business days of extending an offer to any referred Candidate. Candidates presented by Recruiter are the property of Recruiter's referral relationship for the duration of the referral window.
Fees & Payment
For direct-hire Placements, Client shall pay Recruiter a Placement Fee calculated as a percentage of the Candidate's first-year base compensation, as specified in the applicable Service Order (typical industry range of 15%–25%). For temporary or contract engagements, Client shall pay the agreed bill rate, which includes Recruiter's markup over the Candidate's pay rate. Invoices are due net thirty (30) days from the invoice date. Undisputed amounts not paid when due accrue interest at 1.5% per month or the maximum permitted by law, and Client shall reimburse reasonable collection costs.
Replacement Guarantee
For direct-hire Placements, if a Candidate voluntarily resigns or is terminated for cause within the Guarantee Period (typically ninety (90) days from the start date), Recruiter will, at no additional Placement Fee, use commercially reasonable efforts to identify a suitable replacement Candidate for the same role. This guarantee is void if the Placement Fee is not paid when due, if the role's requirements materially change, or if Client eliminates the position. The replacement guarantee is Client's sole and exclusive remedy for a failed Placement.
Confidentiality
Each party shall hold the other's Confidential Information in strict confidence, use it solely to perform under this Agreement, and not disclose it to third parties without prior written consent. Candidate resumes, profiles, and contact information constitute Recruiter's Confidential Information and Client shall not share them outside its authorized hiring team. Confidentiality obligations survive termination for three (3) years, except trade secrets which are protected for so long as they remain trade secrets under applicable law.
Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, Client shall not solicit for employment, hire, or engage any Candidate referred by Recruiter unless a Placement Fee has been paid, nor solicit Recruiter's employees or independent recruiters. Circumventing Recruiter to hire a referred Candidate directly, or through a third party, obligates Client to pay the full Placement Fee as if the Placement occurred through Recruiter.
Verification & Compliance
While Recruiter conducts preliminary screening, Client is solely responsible for verifying each Candidate's certifications, credentials, references, work authorization, and background to the extent required for the role, and for conducting any drug testing or background checks in compliance with applicable law. Client shall comply with all employment, anti-discrimination, wage-and-hour, and data protection laws, and shall not make hiring decisions on the basis of any protected characteristic.
Indemnification
Client shall indemnify, defend, and hold harmless Recruiter and its officers, employees, and agents from and against any claims, damages, liabilities, and reasonable attorneys' fees arising out of (a) Client's employment or engagement of any Candidate, (b) Client's violation of law, or (c) Client's breach of this Agreement. Recruiter shall similarly indemnify Client for claims arising from Recruiter's gross negligence, willful misconduct, or breach of its confidentiality obligations.
Limitation of Liability
EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, RECRUITER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO RECRUITER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. Services are provided 'as is' without warranties except as expressly stated herein.
Term & Termination
This Agreement commences on the effective date and continues until terminated. Either party may terminate for convenience upon thirty (30) days' written notice, or immediately upon the other party's material breach that remains uncured for fifteen (15) days after written notice. Termination does not relieve Client of the obligation to pay Placement Fees for Candidates referred before termination who are hired within the referral window, nor of any accrued payment obligations. Sections governing fees, confidentiality, non-solicitation, indemnification, and limitation of liability survive termination.
Governing Law & Dispute Resolution
This Agreement is governed by the laws of the state in which Recruiter maintains its principal place of business, without regard to conflict-of-laws principles. The parties shall first attempt to resolve any dispute through good-faith negotiation. Any unresolved dispute shall be settled by binding arbitration administered under the rules of a recognized arbitration body, with each party bearing its own costs. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings; it may be amended only in a writing signed by both parties.
Signatures & Acceptance
By executing a Service Order or by engaging Recruiter's services, Client acknowledges that it has read, understood, and agreed to be bound by this Master Services Agreement. Authorized representatives of both CERTRCTR and the Employer must sign below to countersign this Agreement. To request a countersigned copy or to negotiate custom terms, contact partnerships@certrctr.com.
Signatures
CERTRCTR
Employer
To request a countersigned copy of this agreement, contact partnerships@certrctr.com.