Updated: January 19, 2022


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 Services.

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. Replacement Guarantee. If selected candidate voluntarily terminates employment for any reason other than client acquisition, merger, reorganization, involuntary termination, company’s inability to make payroll, or gross misrepresentation of the duties to be assigned within forty-five (45) calendar days from the date employment begins, IsoTalent agrees to replace the candidate at a 50% discounted rate from the original billed rate.  Discounted rate for the replacement guarantee will only be applied up to the amount of hours billed on the original placement.

8. 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.

9. 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.

10. 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.

11. 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.

12. Governing Law. This Agreement is made under and will be governed and construed in accordance with the laws of the State of Utah.

13. 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 other time.

14. Survival. Except where otherwise specified in this Agreement, all payment obligations shall survive the Agreement’s termination.

15. 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.