DRAFT

CONTINGENT SEARCH AGREEMENT

XYZ HOSPITAL

Date:Click Here to Insert DatePosition:Click Here to Enter Position(s)

Location:Click Here to Enter Location(s)

This agreement is by and between XYZ Hospital, hereafter referred to as “XYZ” and Click Here to Type Full Legal Name of Firm, hereafter referred to as “Agency.” This agreement is specifically limited to services provided by Agency to the business unit of the Company known as XYZ Hospital, hereafter referred to as “XYZ” and only this business unit of the Company will be considered a party to this agreement.

PURPOSE: Agency agrees to assist XYZ in conducting a search for physicians who meet XYZ’s recruitment criteria for the above referenced position(s) and who are interested in working for XYZ. Now, therefore, the parties agree as follows:

  1. PROFESSIONAL STANDARDS FOR CONTRACTED RECRUITMENT FIRMS: Agency agrees to abide by XYZ’s published professional standards for contracted recruitment agencies as detailed in Attachment A.
  1. CANDIDATE QUALIFICATION: Agency will recruit, screen and qualify candidates according to position specifications provided by XYZ and will provide XYZ with written documentation of candidates’ credentials and qualifications, e.g., curriculum vitae, education, reference-call reports and Agency interview results. Agency will make reference checks necessary to determine candidates’ qualification for the position. XYZ will have final and exclusive responsibility for determining the professional and personal suitability of any candidate.
  1. CANDIDATE SUBMISSION PROCEDURE: Agency will verbally refer candidates’ names, qualifications, and current compensation to XYZ Physician Recruitment. XYZ Physician Recruitment will verify whether candidate has contacted or been contacted by XYZ or been submitted for consideration by another agency in the preceding twelve (12) month period. If the candidate has not contacted or been contacted by XYZ or been submitted to XYZ for consideration by another agency in the preceding twelve (12) month period and meets the position qualification specifications, XYZ Physician Recruitment will authorize the candidate’s submission. Unsolicited resumes will not be accepted from Agency. All unsolicited resumes will be destroyed.
  1. CANDIDATE REFERRALS: All referrals made to XYZ will be in confidence and XYZ agrees not to refer or identify Agency candidates to or for any other business unit, organization, or company for twelve (12) months after the date XYZ accepted the Agency referral. If XYZ breaches this provision of the agreement and another business unit, organization, or company employs a candidate referred by XYZ, XYZ and the hiring company will be responsible for the payment of the search fee which would be due under this agreement.
  1. GUARANTEE: If the service relationship between XYZ and a candidate acquired under this agreement terminates or is terminated for any reason within the first six (6) months of affiliation, Agency will replace the candidate within ninety (90) days of notification at no additional fee or refund the fee paid by XYZ. XYZ must notify the Agency of the termination in writing within ten (10) business days after the termination. This guarantee is not applicable if the service relationship is terminated because the position is eliminated, lack of work for candidate, sale of business in whole or in part, or if XYZ ceases doing business.
  1. INTERVIEW EXPENSES: Travel arrangements for candidates interviewing with XYZ shall be scheduled by the XYZ Physician Recruitment Department. Original receipts for incidental travel expenses related to the interview process incurred by the candidate shall be submitted directly by the candidate to the XYZ Physician Recruitment Department for reimbursement processing.
  1. FEE SCHEDULE: The search fee for locating candidates subsequently acquired by XYZ for the position covered by this agreement will be Click Here to Type $$.

Agency will invoice XYZ for the search fee on the start date of practice with XYZ. The search fee will be due and payable within 30 days of the candidate’s start date.

Agency will be entitled to a fee under this agreement only if Agency was the “procuring cause” of the obtaining of an individual for an opportunity with XYZ. “Procuring cause” is defined as submitting a curriculum vitae of an individual for one particular position to a member of the Physician Recruitment Team, and that submission directly results in obtaining that individual for a particular position, or for any other XYZ position within twelve (12) months from the date of submission.

Fees are payable only in accordance with this section. No other compensation will be payable to Agency. Agency will be responsible for all Agency overhead and travel expenses.

  1. NOTIFICATION TO OTHER PARTY: XYZ and Agency agree to promptly notify each other of all material information pertinent to the performance of this agreement. Agency will provide XYZ with copies of all written correspondence to or from candidates that are related to services performed under this agreement.
  1. ASSIGNMENT: This agreement may not be assigned without the express written consent of the other party.
  1. GOVERNING LAW: This Agreement shall be governed by, subject to, construed and enforced in accordance with the laws of the State of California. This agreement shall inure to the benefit of and bind each party’s successors in interest.
  1. INDEPENDENT CONTRACTOR: Agency shall act at all times as an independent contractor, and nothing contained herein shall be construed to create the relationship of principal and agent, or employer and employee, between Agency and XYZ.
  1. NON-EXCLUSIVE ARRANGEMENT: Agency understands that this agreement is not an exclusive arrangement and that SHH may utilize other agencies or vendors to perform services like those provided by Agency under this agreement.
  1. TRADEMARKS: Each party reserves the right to control the use of any of its copyrighted materials, symbols, trademarks, service marks, and other proprietary rights presently existing or hereafter established. Each party agrees that it will not use such words, symbols, trademarks, service marks or other devices in advertising, promotional materials, or otherwise and that it will not advertise or display such devices without the prior written consent of the other party, and will cease any and all such usage immediately upon termination of the Agreement. In addition, each party agrees that any such signs, displays, literature, or material furnished by the other part remain the property of the party originally owning it and shall be returned to it upon demand or the termination of this Agreement.
  1. CONFIDENTIALITY: Agency agrees that information obtained during the performance of this agreement is to remain confidential including hospital business information, and protected health information as per guidelines from HIPAA and Privacy Act regulations. Such information shall not be disclosed to persons other than the Hospital’s board, management, or medical staff, or such governmental or private accreditation or license bodies or third-party reimbursement agencies with whom the Hospital has directed or authorized the Agency to deal unless the Hospital shall have given prior written consent for the release of information.
  1. WAIVER: No failure by either party to insist upon the strict performance of any covenant, term, or condition of this Agreement or to exercise a right or remedy shall constitute a waiver. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, and term of this Agreement shall continue in full force and with respect to any other existing or subsequent breach. Failure to exercise or enforce any right under this agreement shall not be construed to be a waiver.
  1. VALIDITY: The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
  1. ARBITRATION OF DISPUTES: In the event of any dispute, controversy, or misunderstanding arising between the parties hereto, which may directly or indirectly concern or involve any of the terms, covenants or conditions hereof, the parties agree that such controversy shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. One arbitrator shall be named by each party involved in the dispute and, if as a result thereof, there is an even number of arbitrators, then an additional arbitrator shall be named by the arbitrators so chosen. The award rendered by the arbitrators shall be final, and judgment upon the reward rendered by the arbitrators may be entered in any court having jurisdiction thereof. The cost of arbitration shall be shared equally by all the parties involved.
  1. GENERAL/PROFESSIONAL LIABILITY

Throughout the term of this Agreement, the Hospital and the Agency shall maintain, at each party’s sole cost and expense, policies of insurance or a self-insurance program providing coverage for general liability and professional liability in the minimum amount of $1 million per occurrence and $3 million annual aggregate, as may be necessary to protect each party and its employees, agents, or representatives in the discharge of its or their responsibilities and obligations under this Agreement. In the event that either the Agency or the Hospital becomes aware of any alleged injury arising out of the performance of this agreement, each party has a duty to give the other party written notice containing the particulars sufficient to identify the name and address of the allegedly injured person, place and circumstances of the alleged incident and the addresses of available witnesses. Subject to the terms of the respective professional liability and malpractice coverage, each of the parties hereto shall cooperate with each other and in the conduct of suits and enforcing the right of contribution or indemnity against any person or organization who may be liable to either of the parties because of injury with respect to which insurance (or a self-insurance program) is afforded and each of the parties shall attend the hearings and trials and assist in securing evidence and obtaining the attendance of witnesses.

  1. INDEMNIFICATION

Notwithstanding any insurance (or a self-insurance program) carried by either party pursuant to this Agreement or otherwise, each party shall indemnify, defend, and hold the other party harmless from all claims, loss, damage or injury of any kind or character (including reasonable attorneys’ fees and costs of defense) to any person or property arising from the performance of all terms and responsibilities under this Agreement by the indemnifying party, its agent or employees, or caused by or arising from any act or omission of the indemnifying party, its agents or its employees. It is agreed that neither any termination of the Agreement nor completion of the acts performed under this Agreement shall release the Agency from the obligation to indemnify the Hospital as to any claim or cause of action which occurred, or is alleged to have occurred prior to the effective date of such termination or completion.

  1. COMPLETE UNDERSTANDING: This agreement shall be binding on the parties and their successors and assigns and constitutes the entire agreement between the parties.
  1. TERM: This Agreement shall be in force for a period of one year from its effective date and shall expire at the end of said period unless extended. The Agreement and all of its terms and conditions may be extended from year to year, or for a term beyond its initial year, by a letter to that effect exchanged between the parties at any time during the Agreement term; provided, however, that XYZ shall have the right to terminate Agency’s services under this agreement at any time. This termination shall be effective upon XYZ’s delivery of written notification of the termination to Agency.
  1. This Agreement may be amended at any time by mutual agreement of the parties, provided that before any amendment shall be operative or valid it shall have been reduce to writing and signed by both parties.

IN WITNESS WHEREOF, the parties here executed this Agreement to go into effect as of the

______day of ______, (month), ______(year).

DATE ______
SIGNED ______/ DATE ______
SIGNED ______
Click Here to Type NameDate
Click Here to Type Full Legal Name of Search Firm
Click Here to Type Address
t: Click Here to Type Phone
f: Click Here to Type Fax / Click Here to Type Name
Click Here to Type Title
XYZ Hospital

1

Attachment A

XYZ Hospital (XYZ)

Professional Standards for Contracted Recruitment Agencies

  • XYZ’s fee obligation shall be fully disclosed in a written agreement signed by a XYZ Representative. There must be an existing agreement before referrals will be accepted.
  • The Recruitment Agency shall not refer candidates to more than one XYZ Health Affiliate Physician Recruiter without informing those Recruiters that the candidate either has been referred and or/interviewed for another XYZ Health Affiliate position.
  • The Recruitment Agency shall not present a candidate’s name or curriculum vitae to XYZ except with the consent of the candidate. The Recruitment Agency shall confirm with the candidates if they have had any previous discussions with XYZ.
  • The Recruitment Agency shall thoroughly examine a candidate’s practice history and qualifications before referring such candidate to XYZ and shall refer a candidate to XYZ only if the candidate generally possesses the qualifications and experience specified by XYZ.
  • The Recruitment Agency shall not present or refer, in person, by name or by curriculum vitae, a candidate to SHH except at the verbal or written request of and approval by XYZ Physician Recruitment. The Date of Record is the date the referral is received by XYZ Physician Recruitment. The curriculum vitae and candidate profile must be received by XYZ within 5 working days from the date the referred name is accepted. Referrals made directly to XYZ Administration or Department Managers will not be considered official referrals and any unsolicited referrals will be rejected.
  • The Recruitment Agency shall not knowingly make a false statement of fact to XYZ and shall present, in writing to XYZ, as accurately as possible, the position(s) being submitted for and the candidate’s practice history, qualifications, income requirements, geographical preference, and availability with each curriculum vitae.
  • The Recruitment Agency shall not knowingly make a false statement of fact to a candidate and shall state to a candidate as accurately as possible the responsibilities, income range, and other pertinent information concerning prospective practice opportunities.

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