On-Demand HR/ People/ Talent Consulting Agreement
Fike+Co On-Demand Consulting Agreement
This agreement (henceforth known as “Agreement”) is made between AF Recruiting, LLC dba Fike + Co, a North Carolina LLC, (“Fike + Co”) and you, the Client (“Client” or "the Client").
In consideration of the mutual obligations and covenants herein, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. Services –
a. The Client hereby retains the services of Fike + Co as a non-exclusive consulting firm on a retainer basis for virtual consulting services pertaining to on-demand human resources, people operations, or talent acquisition or development (“Services”), meaning that Fike+Co may have other clients at this time. However, Fike+Co may request exclusivity in terms of working on any internal dynamics with Client, including recruitment activities. Services will be limited to human resources consulting and suggestions as a consulting firm; however, business decisions made are entirely those of Client, and therefore, Client releases Fike + Co of any liability with regards to any recommendations made.
b. Services may also include Talent or Recruitment. Fike+Co will make reasonable efforts to verify the accuracy of candidate information provided to the Client. However, the Client acknowledges that the final decision to hire a candidate rests solely with the Client, and Fike+Co shall not be held responsible for any misrepresentation, misconduct, or unsuitability of a candidate. Fike+Co agrees to comply with all applicable laws, regulations, and ethical standards related to the recruitment industry. The Client also agrees to adhere to all applicable laws and regulations during the recruitment process, including but not limited to equal employment opportunity laws and data privacy regulations. The Client shall indemnify and hold Fike+Co harmless from any claims, losses, damages, or liabilities arising out of or related to the Client's use of the recruitment services, including but not limited to claims of discrimination, negligence, or breach of confidentiality.
2. Intellectual Property Rights –
The parties agree and acknowledge that the Client owns, and will continue to own, all rights, title, and interest in and to any pre-existing software, system documentation, data, software licenses or materials owned or supplied by the Client to Fike + Co during the course of this Agreement including all patent, copyright, trademark, and other intellectual property therein (“Client Materials”). Fike + Co agrees that it will not have any right or interest in or to any Client Materials. Subject to the terms and conditions of this Agreement, Client hereby grants Fike + Co a non-exclusive, nontransferable, and royalty-free license to use the Client Materials solely in connection with performing the Services. Fike + Co may at times need access to Client email address and calendar, Slack login, ATS login, HRIS login, and any other internal HR or other software or tools deemed necessary by both parties to carry out Services. The Client is granted a non-exclusive, royalty-free license to use any Fike+Co deliverables solely for its internal purposes.
3. Invoicing –
As full and exclusive consideration for the Services to be rendered, Client will pay Fike + Co an hourly rate as determined in the Calendly/Stripe integration when Client makes a confirmed appointment via Calendly with Fike+Co.
4. Independent Parties –
a. Client hereby retains the Services of Fike + Co as an independent contractor. Fike + Co agrees and acknowledges that it is solely responsible for its employee’s withholding or payment of applicable taxes. Both parties agree that this Agreement does not create an employer-employee relationship.
b. Fike + Co is not an agent of Client, except as provided in this Agreement as Services. Fike + Co does not have the authority to speak on behalf of Client or to enter into any agreement for, or to otherwise bind Client, except as provided in this Agreement as Services.
5. Term – The term for this Agreement will be from the start time of the scheduled Calendly appointment through the duration of that same appointment. Additional time and appointments outside of Calendly will require an additional Agreement, separate and outside of this Agreement.
6. Confidential Information – During the course of this Agreement, Fike + Co may gain access to Client Confidential Information (“Confidential Information”). Confidential Information includes any information that is disclosed or exchanged in the performance of this Agreement which is or should be reasonably understood by Fike + Co to be confidential or proprietary in nature including but not limited to Client financial, legal, or other business information, research, marketing plans, product plans, and products which are disclosed to Fike + Co either directly or indirectly in writing, orally, or electronically. Such information does not lose its status as Confidential Information merely because it was known by a limited number of persons or entities or because it was not entirely originated by Client. Confidential Information does not include any information that: (i) is or becomes publicly available without fault of Fike + Co or others who were under confidentiality obligations as to the item or items involved; or (ii) Fike + Co is compelled to disclose by subpoena or other legal process, provided, however, that Fike + Co gives Client reasonable written notice to allow Client to seek a protective order or appropriate remedy; and Fike + Co discloses only such information as is requested by the governmental entity.
7. Client Obligations - Client shall provide Fike+Co with timely access to all necessary information, resources, and personnel required for the successful completion of the consulting services. The Client agrees to cooperate fully with Fike+Co and to promptly respond to any requests or inquiries related to the engagement.
8. Warranty Disclaimer - Fike+Co makes no warranties, express or implied, regarding the results or outcomes of the consulting services provided under this Agreement. The Client acknowledges that any advice, recommendations, or opinions given by Fike+Co are based on Fike+Co’s professional judgment and may not guarantee specific results.
9. Governing Law and Jurisdiction- This Agreement shall be governed by and construed in accordance with the laws of North Carolina, United States. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts in Wake County, North Carolina, United States.
10. Limitation of Liability-
a. Direct Damages: In no event shall Client be liable to Fike+Co for any direct damages in an amount exceeding the total fees paid or payable amounts due by the Client to the Fike+Co under this Agreement. In no event shall Fike+Co be liable to Client for any direct damages in an amount exceeding $50.
b. Indirect and Consequential Damages: Neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, or data, arising out of or related to this Agreement.
11. Notices – All notices and requests in connection with this Agreement will be deemed given: (i) via email.
12. General Provisions –
a. No waiver of any breach of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.
b. If one or more of the provisions in this Agreement are deemed void by law then the remaining provisions will continue in full force and effect.
c. The section headings used in this Agreement are intended for convenience only and will not be deemed to affect in any manner the meaning or intent of this Agreement or any provision hereof.
d. No refunds, including pro-rated refunds or refunds for missed scheduled sessions, will be given. If Client ends contract early and falls into breach of contract, the Client agrees to pay the entirety of the contract out at that time, including any incomplete or not yet started work product or time on contract. Further, this provision means that if there are 6 months on a contract, and the Client ends contract early, even if no work is done during those 6 months, the Client pays the full amount for every one of the 6 months at that time of cutting of the contract.
e. This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and merges all prior discussions. No modification or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties.