The Crossings Group Inc.
www.thecrossingsgroup.com
303-346-5139
Retained Search Agreement
This Search Agreement (this “Agreement”) is made between The Crossings Group Inc., a Colorado Corporation
located at 11163 W. Yucca, Littleton, CO 80125 (hereinafter “we” or “us”), and OUR NEXT CLIENT, (hereinafter
“you” or “Client”), collectively the “Parties.”
Whereas you have a current need for a (INSERT JOB TITLE HERE) and desire that we recruit and refer qualified
candidates for these positions to you on a retained basis, the Parties therefore, for consideration the sufficiency of
which is mutually acknowledged, agree as follows:
1. Definitions. The following definitions are applicable to this Agreement: “Candidate” means a person referred
to you by us, either directly or indirectly. “Refer” means the disclosure by us of the identity of a candidate
by any means, orally or in writing. “Employment” means you engage the services of the candidate in any
capacity, including as an employee, independent contractor, consultant, agent or other representative.
2. If you do not sign this Agreement, but nevertheless accept referrals from The Crossings Group Inc., such
shall constitute acceptance of this Contract and you shall be bound as if a signatory hereto.
Fee and Terms
3. Our fees are payable if you engage the services of a candidate that his been referred to you, either directly
or indirectly by us, or through our efforts. The fee is payable should you or your affiliates engage such a
candidate for any position within one year after our most recent communication with you relating to such
candidate. The fee for this Agreement shall be:
Fees: Our fee is 30% of gross base salary and 15% of the candidate’s remaining first year total
gross estimated compensation. 1/3 of fee due upon start of search, 2/3rds upon start date of the the
candidate. Invoices are to be paid within 2 weeks of receipt. Retained fee is capped at 25k per person.
Exclusivity – OUR NEXT CLIENT grants The Crossings Group Inc the exclusivity for 4 months from
start date of search to fill role. All outside vendors/search firms who present candidates must present
through The Crossings Group Inc. In the event the role is not filled within 4 months, both parties may
extend time period.
Retained services: The Crossings Group will keep all candidates exclusive to OUR NEXT CLIENT for
right of first refusal. We will provide a weekly report on calls, research, and submittal status and source
name list at the conclusion of the search.
4. In the event that a candidate referred by The Crossings Group Inc. has submitted his/her resume directly to
OUR NEXT CLIENT, Inc. or is found in your database, and has not been contacted about or interviewed for
this position within the past six months, The Crossings Group Inc. will be considered the source of the
Referral and entitled to a full fee according to terms of this agreement.
Guarantee
5. If a candidate resigns from OUR NEXT CLIENT, Inc. or is otherwise terminated for any reason except
layoff, greater than 30% change in compensation plan, reduction in staff, reorganization or transfer of
ownership of the company, within the first ninety (90) days of employment, The Crossings Group Inc. will
use all reasonable efforts to provide new Candidates at no additional cost to OUR NEXT CLIENT, Inc.
Guarantee will be enforceable only if invoices are paid timely according to the agreement. We do not
refund dollars. Retainer portion of fee is refundable if metrics aren’t met during first 30 days only. Metrics to
be determined.
The Crossings Group Inc.
303-346-5139 (p)
www.thecrossingsgroup.com
General Terms and Conditions
6. Equal Opportunity Employer. In accordance with Federal and State equal opportunity laws, The Crossings
Group Inc. will refer all qualified candidates regardless of race, color, religion, sex, marital status, national
origin, age, sexual orientation, handicap or disability, status as a Vietnam-era or special disabled veteran,
or other protected class status pursuant to applicable law.
7. Non-Disclosure and Confidentiality. The Crossings Group Inc. hereby agrees that all financial and other
confidential information that it has and will receive concerning OUR NEXT CLIENT, Inc. is private and will
not be disclosed to any individual or entity without prior consent.
8. Termination of Agreement. The term of the Agreement shall commence on the date below. Either party may
terminate this agreement by giving thirty (30) days written notice of termination to the other party.
Notwithstanding any termination, The Crossings Group shall nevertheless be entitled to its fees under this
Agreement for any candidate referred to Client during the period of this Agreement but hired by Client up to
but not beyond one year following the termination hereof.
9. Disclaimer.
We do not conduct any criminal, financial, or other background investigations, or
drug/substance abuse tests on candidates. You the Client are solely responsible for conducting any and all
background checks you deem appropriate or necessary, at your cost. We recommend that you the Client
perform a full battery of background investigations and tests on all candidates.
10. Waiver/Assumption of Risk. You agree to waive forever any and all claims against us which may arise from
the acts or omissions of any candidate we provide to you. You specifically assume all risk hereunder that a
candidate referred by us may injure you or your agents and affiliates by their actions and inactions,
including without limit financial injury or otherwise.
11. Waiver/Modifications. No waiver or modification of this Agreement, in whole or in part, will be valid unless in
writing and duly executed by each of the Parties. Any waiver of any term, condition or provision of this
Agreement will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of
any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach.
12. Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
IF CLIENT BRINGS ANY ACTION CONCERNING THIS AGREEMENT AT LAW OR EQUITY AGAINST
THE CROSSINGS GROUP, ITS EMPLOYEES, OWNERS, AGENTS, OR ASSIGNS, NO SUCH CAUSE
OF ACTION SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD, FOR ANY PUNITIVE,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO, DAMAGES TO PROPERTY, FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME,
BY CLIENT, CLIENT’S CUSTOMER, OR ANY THIRD PARTY, EVEN IF THE CROSSINGS GROUP, ITS
EMPLOYEES, OWNERS, AGENTS, OR ASSIGNS ARE ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE
CROSSINGS GROUP’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECITON
WITH THIS AGREEMNT SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY THE
CROSSINGS GROUP PURSUANT TO THIS AGREEMENT DURING THE THREE MONTHS
IMMEDIATELY PRECEEDING THE FILING OF SUIT AGAINST THE CROSSINGS GROUP. NOTHING IN
THIS SECTION SHALL OPERATE TO LIMIT THE AMOUNT OR THEORY OF DAMAGES WHICH ARE
AVAILABEL TO THE CROSSINGS GROUP IN CONNECTION WITH THIS AGREEMENT OR ANY CLAIM
ARISING THEREFROM, INCLUDING THE CROSSINGS GROUP’ POSSIBLE COUNTERCLAIMS IN
SUITS CONCERING THIS AGREEMENT.
13. Severability/Enforceability. In the event that any paragraph or provision of this Agreement is held to be
illegal, invalid or unenforceable by any court of competent jurisdiction, such holding will not affect the
validity or enforceability of the remaining paragraphs or provisions. To the extent that any paragraph or
provision is rendered unenforceable because it is overly broad or unduly narrow, that paragraph or
provision shall be limited or expanded to the extent permitted or required by applicable law in order to
become enforceable, and shall be construed as having originally been so drafted.
14. Indemnification. Client agrees to indemnify, defend, and hold harmless The Crossings Group, its
employees, owners, agents, and assigns against any claim by any party not a signatory to this agreement,
whether in law or equity, sounding in tort, contract, or otherwise, brought against The Crossings Group
relating to its actions, inactions, performance, or non-performance arising out of work assigned or
performed pursuant to this agreement.
15. Attorney’s Fees. If any dispute arises between the parties under this agreement, even if not litigated, the
prevailing party shall be entitled to their reasonable attorney’s fees and costs, payable by the other party.
16. Governing Law/Equitable Remedies. This Agreement and the performance of services hereunder will be
governed by the laws of Colorado, excepting its conflicts of laws provisions. Venue shall be exclusive to
The Crossings Group Inc.
303-346-5139 (p)
www.thecrossingsgroup.com
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the State courts in Denver, Colorado. The parties agree that any damages under this agreement will be of
a nature which might not be remedied by monetary damages alone, and that additional equitable remedies
shall be permitted, at The Crossings Group’s option.
Interpretation. No presumption shall arise owing to one party having drafted this agreement. Titles and
captions here are for courtesy only and are not a part of this agreement, nor shall they have any interpretive
weight in any dispute regarding this agreement. Time is of the essence in this agreement.
Binding Effect. This agreement shall inure to the benefit of, and be binding upon, the parties hereto and
their respective successors, assigns, executors, administrators, and nominees.
Survival/Limitation of Actions. Paragraphs 10 through 25, shall survive the termination of this agreement
and remain in full force, as shall all terms of this Agreement which impliedly survive termination. No claim
or action concerning, related to, or arising out of this Agreement or any breach of or default under this
Agreement, may be commenced by either party more than twelve (12) months after the occurrence of any
such breach or default.
Counterparts. This agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Facsimile
signatures shall count as originals.
Entire Agreement. This Agreement contains the complete agreement of the parties and will supersede any
and all other agreements, understandings and representations by and between the parties hereto, written or
verbal. The parties affirm that they are sophisticated, that this is a fully-integrated agreement, that it is not a
contract of adhesion, that it was freely negotiated for value, that no parol evidence shall be admissible or
useable for any purpose in any dispute arising under this agreement, and that each has either had advice of
legal counsel regarding the propriety of entering into this agreement, or has had ample time to attain such
counsel and has freely elected to proceed without it.
Please sign this agreement below and retain a copy for your files. Fax a signed copy of the agreement to
The Crossings Group Inc.
IN WITNESS WHEREOF, the parties have signed this Agreement this 14th day of November, 2007.
For OUR NEXT CLIENT Co
___________________________/__________________/_________/___________
Print Name
Signature
Title
Date
For The Crossings Group Inc.
___________________________________________
Joe Lickteig, Owner/National Mgr
Fax: 303-948-5457
The Crossings Group Inc.
303-346-5139 (p)
www.thecrossingsgroup.com