This Professional Services Agreement ("Agreement") is made and entered into by and between Talented LLC ("Talented") and the entity or individual ("Client") named on the mutually executed Service Order Form ("Order") supporting the purchase of Services (as defined below), (individually, "the Party", jointly, "the Parties"). The Parties acknowledge that this Agreement governs and regulates all aspects of their business relationship. In consideration of the mutual promises and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Talented and Client, intending to be legally bound, agree as follows:
Client hereby engages and Talented hereby accepts such engagement, as an independent contractor, to provide certain services to Client on the terms and conditions set forth in this Agreement. Talented shall provide to Client certain Services, as described in a mutually executed Order. Client represents, warrants, and covenants to Talented that the role(s) requested by Client to be fulfilled by an individual selected by Client for placement ("Candidate") are lawful in the jurisdiction(s) of Client's operations and/or are not intended to and will not interfere with the privacy, contractual, statutory or common law rights of any third-party.
Any modifications to the Services under an Order must be requested in writing by Client and agreed to by Talented in writing. If approved, Talented may adjust fees, timelines, or other terms as needed. Additional modifications are permitted with mutual written consent. No modification is effective unless signed by both Parties.
In consideration of the Services rendered, Client agrees to pay Talented fees and costs ("Talented Fees") according to the terms and conditions outlined in the corresponding Order(s).
3.1 Refundable Deposit
Client shall pay a refundable deposit as specified in the Order upon execution of this Agreement. This deposit amount will be determined on a case-by-case basis and specified in the Order. The deposit shall be fully refundable if Talented fails to provide suitable Candidates that meet Client's requirements as outlined in the Order. If Client engages a Candidate presented by Talented, the deposit will be applied toward the total Talented Fees due.
3.2 Payment Structure
Client shall pay the remainder of Talented Fees upon selection and engagement of a Candidate presented by Talented. If Client does not select any Candidate presented by Talented, and Talented has fulfilled its obligations under this Agreement, Client shall be entitled to a refund of the deposit as specified in Section 3.1.
3.3 Payment Timing
Talented Fees shall be payable following the payment terms outlined in each Order. Client agrees to be charged by Talented for Talented Fees as outlined in each Order.
This Agreement begins on the date of execution and remains in effect as long as there is an active Order or until all obligations under any executed Order are completed. Once an Order is fulfilled or expires, this Agreement terminates automatically unless the Parties agree in writing to continue. Either Party may terminate this Agreement upon ten (10) days’ written notice if there is no active Order in progress.
5.1 Material Breach and Cure Period
If either Party materially breaches this Agreement, the non-breaching Party shall provide written notice specifying the breach. The breaching Party has ten (10) business days from receipt of such notice to cure the breach. If the breach remains uncured after that period, the non-breaching Party may immediately terminate this Agreement.
5.2 Immediate Termination and Fee Obligation
Notwithstanding the foregoing, if Client directly engages or contracts with a Candidate introduced by Talented, whether during the term of this Agreement or within six (6) months after its termination, Client shall remain obligated to pay Talented the full placement fee as if the placement had occurred through Talented's process. Talented shall be considered the "procuring cause" of any contractual or working relationship with any Candidate introduced to Client by Talented, regardless of whether the introduction was made formally or informally. In such events, Talented may terminate this Agreement immediately without any cure period, and all payment obligations shall become immediately due.
5.3 Effect of Termination
Termination does not relieve Client of its obligation to pay any fees payable to Talented for the period prior to the effective date of termination. Upon termination, Talented may immediately terminate any active Order.
Talented carries out its searches in a professional and confidential manner. Confidential information divulged to us, in many cases, is vital to our ability to locate the best possible Candidate. We respect this information and conversely require that Client treat all candidate information and general information provided by Talented or on behalf of Talented as Confidential Information. Confidential Information includes all information for the execution of the present contractual purpose, including but not limited to job descriptions, salaries, payment terms, fees, and in general, any information that has been shared by Talented with Client as part of Talented's know-how.
The Parties agree to maintain commercially reasonable security measures to protect the confidentiality of all information shared for the development of the contractual purpose. Any disclosure of the information subject to this Agreement will be considered a Material Breach and a violation of the confidentiality obligations under this Agreement.
The confidentiality obligations set forth herein shall remain in effect during the term of the Agreement and shall expire three (3) years after the effective date of termination of the Agreement.
If a Candidate placed by Talented terminates their engagement or contract with Client within ninety (90) days of their commencement date of services, Talented shall provide a replacement Candidate at no additional cost, subject to the following conditions:
If Client breaches or threatens to breach this Agreement, Client hereby acknowledges and agrees that Talented shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages may not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
9.1 Indemnification
Client shall defend, indemnify, and hold harmless Talented, its affiliates, and their respective officers, directors, and employees from and against any claims, actions, liabilities, losses, damages, judgments, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
The recruitment, engagement, or performance of any Candidate placed by Talented;
Client’s use or misuse of any Candidate’s work product;
Any allegation that Client violated any law, regulation, or contractual obligation in connection with a Candidate’s engagement; or
Taxes, fees, or other obligations associated with engaging or contracting with a Candidate.
This indemnification applies regardless of whether the claim arises out of negligence, strict liability, or other legal theories, except to the extent caused by Talented’s gross negligence or willful misconduct.
9.2 Additional Liability Terms
Except as otherwise stated in this Agreement, Client shall be responsible for complying with all applicable laws, regulations, and contractual obligations arising from or related to a Candidate’s engagement.
9.3 Independent Relationship Disclaimer
Talented acts solely as an introducer between Client and Candidates and is not a party to any employment, independent contractor, or other working relationship between Client and any Candidate. Client assumes full responsibility for:
(a) Determining the appropriate classification of any Candidate as an employee or independent contractor under applicable laws;
(b) Complying with all applicable employment, labor, tax, immigration, and other laws, regulations, and requirements in both the United States and the Philippines (or other relevant jurisdictions);
(c) Obtaining and maintaining all necessary work permits, visas, authorizations, or other documentation required for cross-border working relationships;
(d) Managing all tax withholding, reporting, and compliance obligations related to payments made to Candidates;
(e) Understanding and complying with all cross-border payment regulations, including currency controls and international funds transfer requirements; and
(f) Establishing appropriate contracts and agreements directly with Candidates that comply with all applicable laws.
Talented does not provide legal advice regarding compliance with international employment or contractor laws and strongly recommends that Client consult with qualified legal counsel regarding these matters. Client acknowledges that different laws may apply to remote workers based in the Philippines than would apply to U.S.-based workers. Talented shall not be liable for any claims, damages, or losses arising out of Client's failure to comply with applicable laws or regulations regarding the engagement of Candidates.
This Agreement shall be deemed to be effective upon execution by both parties and shall be valid until terminated pursuant to the provisions hereof.
Notwithstanding the termination of this Agreement, Client's obligations related to (i) payment to Talented for services rendered, (ii) confidentiality, and (iii) indemnification of Talented, in each case as set forth in this Agreement, shall survive any termination of this Agreement.
No amendment, modification or other variation can be made to this Agreement without the mutual written agreement of the Parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to its conflict of laws principles. Any dispute arising out of or related to this Agreement that is not resolved through good-faith negotiation within thirty (30) days shall be submitted to final and binding arbitration administered by a recognized arbitration body (e.g., the American Arbitration Association) pursuant to its Commercial Arbitration Rules. The arbitration shall take place in a mutually agreed-upon location or, if no agreement is reached, in Maryland, and the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Nothing herein shall prevent either Party from seeking injunctive or equitable relief from any court of competent jurisdiction to protect its confidential information or intellectual property rights.
This Agreement, including all addendums hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes any prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
There are no third-party beneficiaries under this Agreement.
Neither party's aggregate liability under this agreement will exceed the amount actually paid by client in the twelve (12) month period preceding the event giving rise to such claim. In no event will either party be liable for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind arising from client's use of the services. Notwithstanding any instructions, deadlines, and/or circumstances presented by client, talented shall not be liable to client, under any theory, in the event that talented is unable to locate and place a candidate with client. Talented stands by its vetting process and uses commercially reasonable efforts to present high-quality Candidates. However, Talented does not and cannot guarantee a Candidate’s performance once contracted, as day-to-day results depend on factors outside Talented’s control.
17. Publicity and Marketing
17.1 Unless Client expressly opts out in writing, Client grants Talented permission to use Client's name, logo, and general business information for marketing and promotional purposes, including but not limited to case studies, testimonials, website content, social media, press releases, and other marketing materials.
17.2 Client acknowledges and agrees that Talented may share general, non-confidential information about the placement process, candidate selection criteria, and successful placements for marketing purposes. This may include sharing job descriptions, candidate skills and qualifications (without personally identifying information unless separately authorized), and placement success metrics.
17.3 For Candidates who have been successfully placed, Talented may request permission from both the Candidate and Client to share specific details about the placement for marketing purposes. Neither Client nor Candidate is obligated to provide such permission, and any such use will require express written consent from both parties.
17.4 Client may revoke this marketing permission at any time for future marketing materials by providing written notice to Talented, although Talented is not obligated to remove or alter previously published materials that were created during the period when permission was granted.
18. Notice Address
All notices from Client to Talented, required and/or relating to this Agreement, shall be directed to:
Via electronic mail: support@scout-talented.com
Via mail: Talented LLC 6262 Fairbourne Ct Hanover, Maryland 21076
19. Electronic Signatures and Communications
The Parties agree that electronic signatures, whether digital or encrypted, by a Party's authorized signatory are intended to authenticate such signatures.
