How to Draft a Recruitment Services Agreement (2026 Template and Clauses)

What a recruitment services agreement is A recruitment services agreement is a contract between an employer (the client) and a recruitment agency or consultant (the provider) that sets the terms on which the provider introduces candidates for roles the client wants to fill. It covers how the provider works, how and when it is paid, who owns the candidate data, and what happens if a placement does not work out. It is a commercial services contract with two features that make it distinctive: the fee is usually tied to a successful placement, and the subject matter is people, which brings data-protection and anti-discrimination duties into play. This guide explains the purpose, the fee models, the clauses that carry the most risk, a skeleton you can adapt, and jurisdiction points to check. It is general information, not legal advice. ## The fee model drives everything Decide the model first, because most of the risk clauses follow from it. - Contingency (success fee). The provider is paid only when the client hires a candidate it introduced, usually a percentage of first-year salary. Simple, but the trigger ("introduced" and "hire") must be defined tightly.

• Retained search. The client pays in stages (for example on engagement, on shortlist, on placement), typically for senior roles. The provider works exclusively for a period.
• Temporary or contract staffing. The provider supplies workers and charges an hourly or daily rate that includes the worker's pay plus a margin. This raises who employs the worker and who carries payroll duties. ## The clauses that matter most ### 1. The fee trigger and introduction Define exactly when a fee is earned. State what counts as an introduction (a CV sent, a named candidate), how long an introduction is "owned" by the provider, and that the fee is due when the candidate is engaged, in any role, within a defined period. Sloppy triggers are the number-one source of recruitment-fee disputes. ### 2. Rebate and replacement If a placed candidate leaves or is dismissed early, the client expects something back. Set a clear scale: for example a sliding refund if the candidate leaves within a set number of weeks, or a free replacement search. Define the conditions (fee paid on time, reason for leaving) precisely. ### 3. Exclusivity and term Say whether the provider is exclusive for a role or period, or whether the client can use several agencies. For retained search, exclusivity is normal and should be time-limited. ### 4. Candidate data protection The provider handles candidate personal data, often sensitive. Address lawful basis, who is controller, retention, and candidate rights. In the EU and UK this engages the GDPR or UK GDPR; in India the Digital Personal Data Protection Act. Add a data-processing or data-sharing arrangement as needed. ### 5. Non-discrimination and compliance Require both sides to comply with anti-discrimination and equal-opportunity law and, where relevant, right-to-work and background-check rules. For temporary staffing, address who verifies eligibility to work. ### 6. Warranties on candidates The provider usually warrants that it has taken reasonable steps to verify a candidate's information, while making clear the client is responsible for its own final checks and the hiring decision. ### 7. Liability, indemnity, and the limits of the promise An agency introduces candidates; it does not guarantee a candidate's future performance. Cap liability and exclude responsibility for the candidate's conduct once employed, while keeping the provider responsible for its own breaches, such as a data breach. ### 8. Term, termination, and ownership tail Set the term and termination rights, and a tail clause: the provider is still owed a fee if the client hires an introduced candidate within a defined period after the introduction or after termination. ## A usable skeleton ``` RECRUITMENT SERVICES AGREEMENT 1. Parties and effective date

2. Definitions (Candidate, Introduction, Engagement, Placement Fee, Rebate Period)
3. The services and process
4. Fees (model, amount, when earned, invoicing, taxes)
5. Rebate and replacement
6. Exclusivity (if any)
7. Client obligations (information, feedback, final checks, hiring decision)
8. Candidate data protection
9. Non-discrimination and compliance
10. Warranties
11. Confidentiality
12. Liability and indemnity
13. Term and termination
14. Ownership tail (fee on later hires of introduced candidates)
15. Governing law and dispute resolution Schedule: fee schedule and rebate scale

- **Temporary-worker rules.** For contract staffing, who employs the worker and who runs payroll, tax, and social-security contributions differs sharply by country. This changes the agreement's structure.
- **Data protection.** Candidate data rules (GDPR, UK GDPR, India's DPDP Act, and others) set retention limits and candidate rights that your clauses must respect. Mark anything uncertain as "to verify with local counsel". ## Common mistakes - A loose fee trigger, so it is unclear when a fee is actually owed.
- No rebate scale, so an early departure turns into an argument.
- Ignoring candidate data-protection duties.
- Treating temporary staffing like permanent placement, missing the employment and payroll questions.
- No ownership tail, so a client can hire an introduced candidate later and avoid the fee. ## Doing this work in one place Starting from a template, checking that the fee trigger and rebate are tight, tracking which terms a client or agency changed, and remembering the exclusivity window and renewal are all manual steps. They can live in one AI contract workspace. A tool like [Adira](https://adiralaw.com) drafts from a brief into a structured clause tree, flags risky points such as an uncapped liability or a vague fee trigger, lets you edit clauses in plain English, and keeps a timeline of every change and key date. The point is just that drafting, review, and tracking of a recruitment agreement need not be three separate jobs. This article is general information, not legal advice.