Client Services Agreement
This Agreement outlines the terms and conditions governing the engagement between Novaire Kan and its clients.
1. Engagement Overview
Novaire Kan (“Firm”) agrees to provide executive search and advisory services to the Client under a
retained or contingent engagement model, as agreed in writing.
Each engagement constitutes a dedicated search assignment and shall not be considered a
volume-based or transactional recruitment service.
The Firm shall act as an independent contractor and nothing herein shall be deemed to create a
partnership, joint venture, or employment relationship between the parties.
2. Scope of Services
The Firm will conduct market mapping, candidate sourcing, screening, evaluation, and presentation of
qualified candidates aligned with the Client’s requirements.
Services include interview coordination, compensation benchmarking, and advisory support through
final placement.
The Firm does not guarantee placement outcomes but commits to commercially reasonable efforts
consistent with industry standards.
3. Fees and Payment Terms
For contingent placements, the Client agrees to pay a fee equal to 30% of the candidate’s first-year
base compensation.
For retained engagements, fees shall total 35% of first-year base compensation, payable in
installments of 10%, 10%, and 15%.
All invoices are due within seven (7) calendar days of issuance. Late payments may incur interest at
the maximum rate permitted under Texas law.
Fees are deemed earned upon candidate acceptance of an offer of employment.
4. Client Responsibilities
The Client agrees to provide accurate job specifications, compensation details, and timely feedback
regarding candidate submissions.
The Client shall notify the Firm immediately upon engaging or hiring any candidate introduced by the
Firm.
The Client agrees not to circumvent the Firm by engaging candidates directly or indirectly without
payment of agreed fees.
5. Confidentiality
Both parties agree to maintain strict confidentiality of all proprietary and candidate-related information.
Confidential information shall not be disclosed to third parties without prior written consent, except as
required by law.
This obligation survives termination of the Agreement.
6. Intellectual Property
All materials, candidate profiles, and market data provided by the Firm remain its intellectual property.
The Client shall not distribute or reuse such materials outside the scope of the engagement without
written consent.
7. Limitation of Liability
The Firm makes no warranties regarding candidate performance or suitability beyond presented
qualifications.
To the fullest extent permitted under Texas law, the Firm’s liability shall be limited to the total fees paid
by the Client.
In no event shall the Firm be liable for indirect, incidental, or consequential damages.
8. Term and Termination
This Agreement shall commence upon execution and remain in effect until terminated by either party
with written notice.
Any outstanding fees shall remain payable upon termination.
Provisions relating to confidentiality, fees, and liability shall survive termination.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
Any disputes arising hereunder shall be resolved exclusively in the courts located within the State of
Texas.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior
agreements.
No modification shall be valid unless in writing and signed by both parties.
