Recruiting Services Agreement

Welcome

Thank you for choosing Truepear.

Our mission is to help exceptional dental practices build exceptional teams.

Truepear combines professional recruiting experience, Candidate outreach, structured screening, and proprietary evaluation methods to help Clients identify individuals who may align with their clinical requirements, workplace expectations, and long-term goals.

Every recruiting engagement is a collaborative process. Truepear will make commercially reasonable efforts to conduct the search professionally and efficiently, but recruiting outcomes depend on many factors outside Truepear’s control, including Candidate availability, labor-market conditions, compensation, location, licensing requirements, interview responsiveness, and the decisions of Candidates and Clients.

This Agreement explains the Services Truepear provides, the Client’s responsibilities, when fees are earned, how Candidate introductions are protected, and the legal terms governing the recruiting relationship.

Scope

This Agreement applies to premium recruiting and placement Services provided by Truepear, including, as applicable:

• recruiting strategy and search consultation;
• position and Candidate-profile development;
• Candidate sourcing and outreach;
• resume and application review;
• preliminary Candidate screening;
• Candidate interviews and evaluations;
• presentation of selected Candidates;
• interview coordination;
• offer and hiring-process support;
• post-placement communication; and
• related recruiting or placement services agreed upon by the parties.

Unless Truepear expressly agrees otherwise in writing, this Agreement applies to each recruiting engagement initiated by the Client.

Definitions

“Affiliate”

Means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, including a parent company, subsidiary, commonly controlled practice, management company, ownership group, successor organization, or related business entity.

“Authorized Organization”

Means the dental practice, professional entity, management organization, or other business authorized to purchase and receive the Services.

“Candidate”

Means any individual identified, sourced, contacted, recruited, evaluated, presented, referred, or otherwise introduced by Truepear in connection with a current or potential employment, contractor, ownership, consulting, or professional opportunity.

“Candidate Information”

Means all information relating to a Candidate, including identity and contact information; resumes and employment history; education, credentials, and licensing information; compensation expectations; availability; interview notes; Candidate evaluations; assessment results; Truepear Score™ information; professional observations; work-style information; references; communications; and other recruiting materials or information supplied, collected, organized, or developed by Truepear. Candidate Information is Confidential Information under this Agreement.

“Candidate Protection Period”

Means the six-month period beginning on the date a Candidate is introduced or most recently reintroduced by Truepear, as further described in Section 11.

“Client”

Means the Authorized Organization purchasing or receiving the Services, together with any individual or entity accepting this Agreement on its behalf.

“Confidential Information”

Means non-public information disclosed or made available in connection with the Services, including Candidate Information, recruiting methodologies, search strategies, pricing, business information, evaluation materials, proprietary scoring systems, workflows, technical information, and other information that reasonably should be understood to be confidential.

“Engagement Documentation”

Means any proposal, order form, engagement letter, invoice, written pricing confirmation, addendum, or other written or electronically accepted documentation that identifies the scope, position, Recruiting Fee, payment terms, or other engagement-specific terms applicable to a recruiting engagement.

“Introduction”

Occurs when Truepear first provides the Client with a Candidate’s identity, resume, profile, Candidate Information, or sufficient information to identify or contact the Candidate.

“Placement”

Occurs when a Candidate accepts an offer or arrangement to provide services to the Client or a related entity, whether as an employee, independent contractor, consultant, temporary worker, owner, partner, associate, or through another substantially similar relationship.

“Services”

Means the recruiting, sourcing, screening, evaluation, placement, coordination, consulting, and related professional services provided by Truepear.

“Truepear”

Means Truepear and its authorized owners, personnel, contractors, Affiliates, successors, and representatives.

1. Recruiting Engagement

Truepear will provide professional recruiting Services for one or more positions identified by the Client and accepted by Truepear.

The scope and engagement-specific terms of a particular recruiting engagement may be further described in the applicable Engagement Documentation.

Truepear may determine, in its professional judgment, the sourcing methods, recruiting channels, evaluation procedures, and search strategies appropriate for the engagement.

Truepear does not guarantee that it will identify, present, or place any minimum number of Candidates.

2. Nature of the Services

Truepear provides recruiting and placement assistance intended to help the Client identify Candidates who may satisfy the Client’s hiring objectives.

Truepear may evaluate Candidates using resumes and professional information, Candidate interviews, structured questionnaires, assessment methodologies, Candidate-supplied information, third-party information, recruiting observations, and proprietary evaluation tools.

Candidate evaluations and recommendations reflect professional judgment based on information available at the time. They are advisory and do not constitute a warranty, certification, or guarantee regarding a Candidate.

Truepear does not guarantee Candidate qualifications or credentials, Candidate performance, Candidate acceptance of an offer, compatibility with the Client’s team or workplace, employment success, Candidate retention, revenue or operational results, or completion of a search within a particular timeframe. Recruiting timelines are estimates only.

3. Client Responsibilities

The Client agrees to cooperate reasonably and promptly throughout the recruiting engagement.

The Client is responsible for providing accurate and complete position information; identifying required qualifications and credentials; communicating compensation, benefits, schedules, and workplace expectations; disclosing material information that may affect Candidate interest; responding to Truepear and Candidates within a commercially reasonable period; participating in interviews and evaluations; providing timely Candidate feedback; promptly communicating offers, acceptances, start dates, and hiring decisions; conducting all legally required hiring procedures; and maintaining professional and lawful communications with Candidates.

The Client acknowledges that delays, incomplete information, changing requirements, or uncompetitive employment terms may affect Candidate interest, search results, and recruiting timelines.

4. Independent Relationship

Truepear and the Client are independent contracting parties.

Nothing in this Agreement creates or shall be construed to create an employment relationship, joint-employer relationship, partnership, joint venture, fiduciary relationship, agency relationship, or authority for one party to legally bind the other.

Truepear does not employ Candidates on behalf of the Client and does not control the Client’s compensation decisions, workplace policies, hiring practices, supervision, scheduling, discipline, or employment decisions.

No Candidate shall be considered an employee, contractor, agent, or representative of Truepear solely because Truepear sourced, evaluated, or introduced that Candidate.

5. Recruiting Process

A recruiting engagement may include initial consultation and position review, search-strategy development, Candidate sourcing and outreach, resume or professional-profile review, preliminary screening and evaluation, presentation of selected Candidates, Client interviews, offer-process coordination, Candidate acceptance, and post-placement communication.

The actual process may vary according to the position, Candidate market, Client preferences, urgency, geographic area, licensing requirements, and other relevant circumstances.

Truepear may modify its recruiting process when reasonably necessary to support the engagement.

6. Candidate Evaluations and Client Due Diligence

Candidate evaluations are provided solely to assist the Client with its independent hiring process.

The Client remains solely responsible for determining whether to interview or hire a Candidate; verifying identity; confirming education and professional history; verifying licenses, certifications, registrations, and credentials; conducting reference checks; conducting background or exclusion checks where appropriate; confirming work authorization; evaluating clinical ability; determining workplace and cultural compatibility; complying with employment and anti-discrimination laws; and determining whether a Candidate is suitable for the applicable position.

Unless expressly included in a written scope of Services, Truepear is not responsible for conducting formal background checks, drug testing, credentialing, license verification, immigration verification, or legal compliance reviews.

The Client should not rely solely on Candidate Information or Truepear’s evaluation when making a hiring decision.

7. Candidate Introductions

A Candidate is considered introduced by Truepear when Truepear provides the Client with the Candidate’s identity, Candidate Information, professional profile, resume, contact information, or other sufficient identifying information.

An Introduction may occur through email, the Truepear Platform, telephone, text message, videoconference, written reports, electronic files, in-person communication, or any other communication method.

The Client’s prior general awareness of a Candidate does not invalidate Truepear’s Introduction unless the Client demonstrates, through contemporaneous written records, that it was already engaged in direct and substantive hiring discussions with that Candidate for the applicable opportunity before Truepear’s Introduction.

The Client must notify Truepear of any claimed prior relationship within five business days after the Introduction. Failure to provide timely written notice will constitute acknowledgment that the Candidate was introduced by Truepear for purposes of this Agreement.

8. Fees and Payment

The Client agrees to pay the Recruiting Fee and any other amounts identified in the applicable Engagement Documentation.

The applicable Recruiting Fee will be determined by the position, scope, and terms stated in the Engagement Documentation accepted by the Client. No fixed Recruiting Fee is established by this Agreement.

If the position materially changes or the Candidate is hired or engaged for a different position, the Recruiting Fee applicable to the position ultimately accepted by the Candidate will apply, as confirmed by Truepear in the applicable or updated Engagement Documentation.

Truepear may establish engagement-specific pricing for unique, expanded, multi-position, unusually complex, or customized engagements through Engagement Documentation accepted by the Client.

Truepear may modify its pricing for future engagements. A pricing change will not modify accepted Engagement Documentation unless the parties agree otherwise in writing or through a legally recognized electronic process.

9. Engagement Deposit

The Client must pay a non-refundable engagement deposit equal to ten percent (10%) of the applicable Recruiting Fee stated in the Engagement Documentation before Truepear is required to begin the recruiting engagement.

The engagement deposit reserves Truepear’s recruiting resources, authorizes Truepear to begin the search, compensates Truepear for initial consultation, preparation, sourcing, outreach, and recruiting activity, is credited toward the total recruiting fee, and is earned when Truepear commences the Services.

The engagement deposit is non-refundable because Truepear begins performing professional recruiting Services immediately upon engagement. The deposit compensates Truepear for consultation, search planning, Candidate sourcing, market research, Candidate outreach, screening, evaluation, and other recruiting activities performed before a Placement occurs.

The remaining Recruiting Fee is success-based and becomes payable only if a Candidate introduced by Truepear accepts employment or another covered engagement with the Client, as provided in this Agreement.

Discretionary Client Accommodation

If Truepear is unable to present any qualified Candidate after making commercially reasonable recruiting efforts, Truepear may, in its sole discretion, elect to continue the recruiting engagement for an extended period, apply all or a portion of the engagement deposit as a credit toward a future recruiting engagement for the same Client, or provide another reasonable accommodation mutually agreed upon by the parties.

Any such accommodation is offered solely at Truepear’s discretion, does not create a refund obligation, does not establish a precedent for future engagements, and does not modify the non-refundable nature of the engagement deposit unless Truepear expressly agrees otherwise in writing.

The Client’s decision to pause, change, or terminate the search does not make the engagement deposit refundable.

10. Recruiting Fee and Payment Schedule

Unless otherwise stated in the Engagement Documentation, the applicable Recruiting Fee is payable according to the following schedule:

The Recruiting Fee is earned in full when the Candidate accepts the Client’s offer or arrangement. The payment schedule establishes when installments are payable and does not delay or condition when the Recruiting Fee is earned.

The Recruiting Fee is not contingent upon the Candidate completing onboarding, remaining employed for any minimum period, completing credentialing or licensing, completing a probationary period, the Client’s collection of revenue, the Client’s satisfaction with the Candidate, the Candidate meeting subjective performance expectations, or future changes in the Client’s business.

The Client must promptly notify Truepear when an offer is made or accepted, employment or engagement terms are agreed upon, a start date is established or changed, a Candidate begins providing services, or a Candidate is hired or engaged by a related entity. Failure to notify Truepear does not eliminate or delay the Client’s payment obligations.

11. Candidate Protection Period

Each Candidate introduced by Truepear will remain protected under this Agreement for six months following the Candidate’s most recent Introduction or reintroduction by Truepear.

If, during the Candidate Protection Period, the Candidate is hired, retained, contracted, associated, partnered with, or otherwise engaged by the Client or a related entity, the applicable recruiting fee will be due.

This obligation applies regardless of whether the Client initially declined the Candidate; the Candidate initially declined the Client; the original position was filled, paused, canceled, or modified; the recruiting engagement ended; the Candidate later contacted the Client independently; the Candidate later submitted an application directly; another recruiter or intermediary became involved; the Candidate was hired for a different position; the Candidate’s title, duties, schedule, or compensation changed; the Candidate was engaged as a contractor rather than an employee; or the hiring or engagement was structured through another person or entity.

Candidate protection begins on the date of Introduction and automatically restarts upon any subsequent reintroduction of the same Candidate during an active recruiting engagement.

12. Hiring Notification and Verification

The Client must promptly notify Truepear of any employment offer, acceptance, engagement, or service arrangement involving a Candidate introduced by Truepear.

Upon reasonable request, the Client will provide sufficient information to confirm whether an offer was made or accepted, the Candidate’s agreed start date, the identity of the hiring or engaging entity, and the general nature of the Candidate’s employment or engagement.

Truepear may request this information solely to administer the recruiting engagement, confirm fee obligations, and enforce this Agreement. The Client may not withhold, obscure, or mischaracterize hiring information for the purpose of avoiding a fee.

13. Hiring for a Different Position

If a Candidate introduced for one position is hired or engaged for another position during the Candidate Protection Period, the recruiting fee remains due.

The fee will be based on the position ultimately accepted by the Candidate unless Truepear agrees otherwise in writing.

This provision applies even when the second position did not exist at the time of Introduction, is located at a different practice, has a different schedule, carries a different title, involves ownership or partnership, is temporary or part-time, or is offered after the original search has ended.

14. Hiring Through Affiliates and Related Entities

The Client’s payment obligations apply when an introduced Candidate is hired or engaged, directly or indirectly, by the Client; an owner or partner of the Client; a parent company; a subsidiary; an Affiliate; a related dental practice; a management company; an ownership or investment group; a commonly controlled entity; a successor entity; a practice under common ownership or management; or another person or organization acting for the Client’s benefit.

The Client may not avoid payment by referring, transferring, or directing an introduced Candidate to another practice or related entity.

The Client must inform its owners, management organizations, and related practices that Candidate Information is confidential and that hiring an introduced Candidate during the Candidate Protection Period may result in a recruiting fee.

15. Non-Circumvention

The Client agrees not to directly or indirectly circumvent Truepear or structure an arrangement for the purpose of avoiding the applicable recruiting fee.

Prohibited conduct includes asking a Candidate to delay acceptance or employment until after the Candidate Protection Period; directing a Candidate to apply through another source after Truepear’s Introduction; engaging a Candidate through an Affiliate, contractor, staffing organization, or intermediary to avoid payment; disguising employment as consulting, temporary work, ownership, partnership, or another arrangement; sharing Candidate Information with another practice that later hires the Candidate; or concealing an offer, acceptance, start date, or employment relationship.

Any direct or indirect hiring or engagement remains subject to the applicable recruiting fee.

16. Replacement Policy

Unless a written proposal, order form, or addendum expressly states otherwise, Truepear does not provide a guaranteed replacement search.

Any replacement policy must be expressly offered in writing by Truepear, identify the specific Placement to which it applies, state the applicable replacement period and conditions, be accepted before the Candidate begins employment, and be subject to the Client satisfying all payment obligations.

No verbal statement, website description, marketing communication, or informal representation creates a replacement obligation unless incorporated into a written agreement accepted by Truepear.

17. Refund Policy

Recruiting Services require professional time, labor, expertise, sourcing activity, and Candidate outreach before and after a Placement.

Except where expressly provided in a written agreement or required by law, engagement deposits are non-refundable; recruiting fees earned upon Candidate acceptance are non-refundable; payments for completed or commenced Services are non-refundable; and Candidate resignation, termination, non-start, or insufficient tenure does not create a refund right.

A written replacement policy, when offered, provides the Client’s exclusive remedy for the applicable early separation unless Truepear expressly agrees otherwise.

18. Invoicing, Late Payments, and Collection Costs

Unless otherwise stated in writing, invoices are due upon receipt and must be paid in United States dollars through a payment method approved by Truepear.

Past-due amounts may accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate.

The Client is responsible for reasonable costs incurred by Truepear in collecting overdue amounts, including collection agency fees, filing fees, court costs, reasonable attorneys’ fees where permitted by law, and other reasonable enforcement expenses.

Truepear may suspend or terminate Services while an invoice remains overdue. Suspending Services does not waive or reduce any fee that has already been earned.

19. Confidentiality

Each party may receive Confidential Information belonging to the other party. The receiving party must use Confidential Information only for purposes related to the Services, limit access to individuals who reasonably need the information, use reasonable safeguards to protect the information, not disclose the information except as permitted by this Agreement, and comply with applicable confidentiality and privacy obligations.

The Client acknowledges that Candidate identities, resumes, profiles, contact details, evaluations, interview materials, and other Candidate Information are confidential and provided solely for legitimate hiring evaluation.

The Client may share Candidate Information only with authorized individuals who have a legitimate need to review it, are informed of its confidential nature, and are subject to appropriate confidentiality obligations.

20. Candidate Information and Recruiting Materials

Candidate Information and recruiting materials assembled, prepared, formatted, evaluated, or developed by Truepear remain the property of Truepear, subject to any rights a Candidate may have in their personal information.

The Client receives a limited, non-exclusive, non-transferable right to use Candidate Information solely to evaluate the Candidate for a legitimate opportunity covered by this Agreement.

The Client does not acquire ownership of Candidate evaluations, Truepear Score™ materials, recruiting notes, interview frameworks, assessment formats, search strategies, Candidate comparison tools, recruiting templates, or other proprietary materials prepared by Truepear.

21. Intellectual Property

Truepear and its licensors retain all rights, title, and interest in their intellectual property, including the Truepear name and branding, Truepear Score™, software and technology, recruiting methodologies, assessment systems, evaluation frameworks, workflows, interview materials, templates, reports, scorecards, written content, designs, databases, and proprietary processes.

No intellectual-property rights are transferred to the Client except for the limited rights expressly granted in this Agreement.

22. Client Representations and Compliance

The Client represents and warrants that it has authority to enter into this Agreement; the individual accepting this Agreement is authorized to bind the Client; all information provided to Truepear is materially accurate; each opportunity presented to Candidates is genuine and authorized; the Client will communicate compensation and material employment terms accurately; the Client will comply with applicable employment, wage, licensing, privacy, and anti-discrimination laws; the Client will not request that Truepear engage in unlawful or discriminatory recruiting conduct; the Client will use Candidate Information only for legitimate hiring purposes; and the Client will independently evaluate each Candidate before making a hiring decision.

Truepear may decline or terminate an engagement involving misleading information, unlawful requirements, discriminatory instructions, unsafe working conditions, abusive conduct, or other circumstances that Truepear reasonably determines may harm a Candidate, Truepear, or its reputation.

23. No Employment or Legal Advice

Truepear provides recruiting and placement Services. Truepear does not provide legal, tax, accounting, clinical, credentialing, immigration, insurance, or employment-law advice.

Information provided by Truepear should not be treated as a substitute for advice from the Client’s qualified professional advisors.

24. Limitation of Liability

To the fullest extent permitted by law, Truepear’s total cumulative liability arising from or relating to a recruiting engagement will not exceed the recruiting fees actually paid by the Client to Truepear for the specific engagement giving rise to the claim.

To the fullest extent permitted by law, Truepear will not be liable for indirect, incidental, consequential, special, exemplary, punitive, lost-profit, lost-revenue, loss-of-opportunity, loss-of-goodwill, business-interruption, staffing-shortage, recruiting-delay, Candidate-misconduct, employee-turnover, reputational-harm, anticipated-savings, or business-result damages.

Truepear is not liable for the acts, omissions, statements, performance, conduct, or decisions of a Candidate. Nothing in this Agreement limits liability that cannot lawfully be excluded or limited.

25. Indemnification

To the fullest extent permitted by law, the Client will defend, indemnify, and hold harmless Truepear and its owners, personnel, Affiliates, contractors, successors, and representatives from third-party claims, liabilities, losses, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to the Client’s hiring or employment decisions; the Client’s relationship with a Candidate; workplace conditions or supervision; compensation, classification, benefits, or termination; the Client’s violation of employment or other applicable laws; unauthorized use or disclosure of Candidate Information; inaccurate information supplied by the Client; the Client’s breach of this Agreement; or the acts or omissions of the Client or its related entities.

This obligation does not apply to the extent a claim is finally determined to have resulted directly from Truepear’s gross negligence or willful misconduct.

26. Termination

Either party may terminate an active recruiting engagement by providing written notice.

Truepear may suspend or terminate Services immediately when the Client fails to pay an amount when due, materially breaches this Agreement, provides false or misleading information, engages in abusive, unlawful, discriminatory, or unprofessional conduct, continued performance could expose Truepear or a Candidate to legal, financial, or reputational harm, or Truepear reasonably determines that the engagement can no longer be performed effectively.

Termination does not affect fees already earned, invoices already issued, payment obligations arising after termination from a protected Candidate, the non-refundable status of the engagement deposit, Candidate protection, confidentiality obligations, intellectual-property rights, non-circumvention obligations, or any other provision that survives termination.

27. Force Majeure

Neither party will be liable for delay or failure to perform a non-payment obligation when caused by circumstances beyond its reasonable control, including natural disasters, fire or flood, severe weather, epidemic or pandemic, war, terrorism or civil unrest, governmental action, labor disruption, utility failure, cyberattack, widespread internet or telecommunications failure, cloud-service interruption, artificial-intelligence service interruption, third-party recruiting-platform outage, or other events that could not reasonably have been prevented.

Force majeure does not excuse the Client’s obligation to pay fees already earned or amounts already due.

28. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, any legal action arising from or relating to this Agreement must be brought exclusively in a state or federal court with appropriate jurisdiction located in Pennsylvania. Each party consents to the personal jurisdiction and venue of those courts.

Before commencing litigation, the parties will attempt in good faith to resolve the dispute through direct business discussions, except where immediate legal relief is reasonably necessary.

29. Notices

Routine communications concerning Candidates, interviews, invoices, or search activity may be delivered through email, the Truepear Platform, telephone, or other customary business channels.

Formal legal notices under this Agreement must be delivered by email with confirmation of transmission, nationally recognized overnight courier, or certified or registered mail.

Truepear
Email: info@truepear.com
Website: truepear.com

30. Electronic Signatures and Acceptance

This Agreement may be executed or accepted electronically.

Electronic signatures, checkbox acceptance, online acceptance, payment of an engagement deposit, or another legally recognized electronic indication of assent will have the same legal effect as a handwritten signature.

Electronic records maintained by Truepear may be used to establish acceptance, version, date, account identity, payment authorization, and related transaction information.

31. Assignment

The Client may not assign or transfer this Agreement, a recruiting engagement, or its rights or obligations without Truepear’s prior written consent.

Truepear may assign this Agreement to an Affiliate, successor, purchaser of substantially all relevant assets, entity involved in a merger or reorganization, or another entity that assumes Truepear’s obligations under the Agreement.

32. No Waiver

A party’s delay or failure to enforce a provision does not waive that provision or any other right. A waiver is effective only when made in writing by an authorized representative of the waiving party.

33. Severability

If a provision of this Agreement is held invalid, unlawful, or unenforceable, that provision will be modified and enforced to the maximum extent permitted by law. If modification is not possible, the invalid portion will be severed. The remaining provisions will continue in full force and effect.

34. Survival

The provisions concerning accrued payment obligations, Candidate protection, hiring notification, hiring through Affiliates and related entities, non-circumvention, refunds, late payments and collection costs, confidentiality, Candidate Information, intellectual property, limitation of liability, indemnification, governing law and venue, no waiver, severability, and any provision that by its nature should reasonably survive will survive expiration or termination.

35. Changes to This Agreement

Truepear may revise this Agreement for future recruiting engagements. A revised version will apply prospectively from its stated effective date and will not automatically modify an engagement already accepted under an earlier version.

Truepear may make non-material administrative, formatting, or contact-information updates without requiring renewed acceptance.

36. Order of Precedence

A written proposal, order form, engagement letter, or addendum may supplement this Agreement.

If an accepted written document expressly conflicts with this Agreement, the more specific term in that document will control only for the particular engagement and subject matter addressed.

Marketing materials, website descriptions, oral statements, and informal communications do not modify this Agreement. The separate Truepear Platform Terms of Service govern use of the Truepear software platform and do not replace this Agreement.

37. Entire Agreement

This Agreement, together with any applicable accepted proposal, order form, engagement letter, or written addendum, constitutes the entire agreement between Truepear and the Client concerning the Services.

It supersedes prior or contemporaneous discussions, proposals, negotiations, understandings, and representations concerning the same Services.

Any amendment must be in writing or accepted through a legally recognized electronic process authorized by Truepear.

38. Contact Information

Questions concerning this Agreement may be directed to:

Truepear
Email: info@truepear.com
Website: truepear.com

Acceptance

By signing, accepting this Agreement electronically, paying the engagement deposit, or authorizing Truepear to begin the Services, the Client confirms that it has reviewed this Agreement; understands the fees and payment schedule; accepts the Candidate Protection Period; agrees to the confidentiality and non-circumvention requirements; confirms that the individual accepting the Agreement is authorized to bind the Client; and agrees to be legally bound by this Agreement.