Updated: January 19, 2022
ISOTALENT TERMS AND CONDITIONS OF SERVICE
These terms and conditions of service as referred to in the electronic engagement proposal (together,
the “Agreement”) are effective as of the date of signature (the “Effective Date”). This Agreement is
entered into between IsoTalent, Inc. (“IsoTalent”) and the employing entity signing the electronic
engagement proposal (the “Client”). IsoTalent and the Client may be referred individually as a
“Party,” and collectively as “Parties.”
1. Services. The services offered by IsoTalent, Inc. may include advice and recommendations
in addition to any efforts to source, screen, and recruit candidates to be employed by client.
These services may comprise, but are not limited to human capital talent acquisition, human
resources consulting, compensation and benefits consulting, outreach to passive candidates,
interviewing, phone-screening, and related services. (the “Services”).
2. Selected Candidate. A “Selected Candidate” is defined as a candidate referred to the Client
by IsoTalent that is hired, directly or indirectly, for any position as an employee, consultant,
or independent contractor by Client, its affiliates, parents, or subsidiaries within 12 months of
the most recent activity on behalf of that candidate by IsoTalent. The decision to hire a
Selected Candidate shall be the sole responsibility of the Client. Further, IsoTalent expressly
disclaims any liability or responsibility whatsoever for Selected Candidate’s actions or
omissions occurring before or after the Selected Candidate’s hire date.
3. Term. The Agreement shall remain in effect until either Party terminates it (the “Term”). The
Agreement may be terminated by either Party at any time, with or without cause, by giving
the other Party at least ten (10) days’ written notice.
4. Payment Terms. Invoices for Services are billed to the Client at the end of every two weeks
for which Services are performed. Invoices are due net thirty (30) days from Client’s receipt
of invoice. All amounts past due shall bear interest compounded daily at the maximum rate
allowed by applicable law until paid. Further, IsoTalent reserves the right to cease providing
Services if any invoice becomes seven (7) or more days past due, and to resume Services
only if and when such invoice is satisfied.
5. Proprietary Information. IsoTalent retains sole and exclusive ownership of all rights to its
ideas, work papers, proprietary information, processes, methodologies, know-how, software,
and candidate information utilized, discovered, or otherwise relied upon to perform the
6. Confidentiality. All candidate referrals made by IsoTalent and all related candidate
information, including but not limited to resumes, C.V.’s, candidate contact information, etc.,
are made on a confidential basis. Client shall not, during the Term of the Agreement and for
one (1) year thereafter, disclose any confidential candidate information to any third party.
Client shall hold IsoTalent harmless from any liability resulting from Client’s unauthorized
disclosure or misuse of information regarding any candidates or their candidacy. Other
confidential information includes information supplied in connection with this engagement
and designated by either Party as confidential, or which the other Party should reasonably
believe is confidential based on its subject matter or the circumstances of its disclosure
(“Confidential Information”). The receiving party agrees to protect the Confidential
Information in accordance with industry standards, and to use the Confidential Information
only to perform its obligations under the Agreement and for no other purpose. Confidential
Information does not include information which is or becomes publicly known, is already
known to the receiving party, or is disclosed to the receiving party from a third party not
known to be prohibited from disclosing such information to the receiving party. If the
receiving party is required by applicable law, rule, regulation or demand by a governmental
authority to disclose any Confidential Information, it will, to the extent legally permissible,
provide to the non-disclosing party with prompt notice of such legal requirement so that the
non-disclosing party may attempt to seek a protective order or other appropriate remedy.
7. Representations and Warranties. IsoTalent warrants to the Client that it has the necessary
expertise and resources to provide the Services set forth in the engagement proposal, and that
it has all necessary consents and permissions to provide Client with Candidate Information.
IsoTalent warrants that each candidate will be well-vetted consistent with industry standards
and to the level set by the Client. Each Party represents, warrants and guarantees that its
signer has the full authority to execute this Agreement.
8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties.
There are no representations, warranties, covenants or obligations otherwise. This Agreement
supersedes all prior agreements, understandings, negotiations and discussions, written or oral,
of the Parties relating to a transaction contemplated by this Agreement.
9. Mutual Non-Solicitation. During the Term of this Agreement and for one year thereafter,
the Client will not, directly or indirectly, solicit or attempt to solicit for employment any
persons employed by IsoTalent. IsoTalent will not, directly or indirectly, solicit or attempt to
solicit for employment any Selected Candidate placed with the Client within twelve (12)
months from placement.
10. Compliance With Laws. IsoTalent does not discriminate in referrals or consent to
discrimination by its clients against any candidate on the basis of race, age, religion,
disability, sex, national origin, veteran status, or any other status protected by federal, state,
or local law. At all times during the Term of this Agreement, IsoTalent and Client agree to
conduct their business in compliance with all legal requirements, which include any and all
applicable federal, state, and local laws, statutes, ordinances, orders, codes, rules and
regulations governing or affecting this Agreement.
11. Governing Law. This Agreement is made under and will be governed and construed in
accordance with the laws of the State of Utah.
12. Waiver. Failure to insist upon strict compliance with any of these terms and conditions shall
not be construed as a waiver of those terms or of any other term of this Agreement. Any
waiver of any right under this Agreement shall not be construed as a waiver of that right any
13. Survival. Except where otherwise specified in this Agreement, all payment obligations shall
survive the Agreement’s termination.
14. Severability. Should any term, condition or provision of this Agreement be held to be
unenforceable, the balance of this Agreement shall remain in force as if the unenforceable
part did not exist.