gpac, LLP (“gpac”) is hereby authorized to present candidates on a contingency basis for (hereinafter referred to as “CLIENT”) as follows:


If CLIENT or its affiliate enters into a service relationship with a candidate(s) within one year of the most recent communication between gpac and CLIENT relating to the candidate(s), CLIENT will pay to gpac a total service fee equal to thirty-three and one-third percent (33 1/3%) of the candidate’s first year’s compensation.  Candidates are referred to CLIENT in confidence.  Should CLIENT refer or identify a candidate to another company that enters into a service relationship with the candidate, both companies shall, jointly and severally, be responsible for payment of the service fee.

Our service fee will be invoiced when CLIENT and the candidate agree to enter into the service relationship.  The total service fee is due on the date the candidate begins the service relationship with CLIENT.  Our guarantee is valid only if we receive payment of our service fee, in full, within fifteen (15) days from the date the service relationship begins.  Accounts not paid within fifteen (15) days of the invoice due date are subject to a 1.5% monthly finance charge.

If the service relationship between CLIENT and the candidate is terminated for any reason before the 30th calendar day after the candidate’s start date, gpac will replace the candidate provided CLIENT gives gpac written notice of the termination and reasons within five (5) days after termination and CLIENT timely paid gpac’s fee and any applicable sales, use or similar tax when due.  This guarantee is not applicable if the service relationship is terminated because the position is eliminated or due to a change in job responsibilities, layoff, merger or acquisition, decrease in compensation or because of insufficient work for the candidate.  We will not replace any replacement candidate.  Because you will solely determine whether you are satisfied that the candidate has the requisite experience and qualifications for your needs, and that information provided by the candidate and other sources, directly or through us, is accurate, this guarantee is provided as your sole remedy, if you are dissatisfied.

gpac shall have no liability arising out of or relating to CLIENT’S service relationship with a candidate or the performance or activities of the candidate.  CLIENT will defend and hold gpac harmless from and against any and all claims, losses, or damages, together with all costs and expenses relating thereto, arising out of or relating to the service relationship, performance or activities of the candidate.

If collection activities become necessary, CLIENT agrees to pay all expenses thereof, including gpac’s reasonable contingent and/or non-contingent attorney’s fees.  CLIENT consents to the exclusive jurisdiction of the courts of the State of South Dakota and agrees that South Dakota laws shall govern the parties’ relationship.

The following definitions are applicable to this agreement: “Candidate” means a person referred to CLIENT by gpac, directly or indirectly, or anyone referred to CLIENT by gpac’s candidate prior to the candidate’s hire date with CLIENT. “Refer” means the disclosure by us of the identity of a candidate by any means, orally or in writing. “Service Relationship” means CLIENT’S engagement of the services of the candidate in any position or capacity, including as an employee, independent contractor, consultant, or other representative, including through any entity in which the candidate has an ownership interest.  “First Year’s Compensation” means a reasonable estimate of all compensation expected to be earned by the candidate or paid for the candidate’s services during the first year of the service relationship, including wages, salary, draw, fees, commissions, bonuses, and other incentives and payments.  It is to be determined at the time when the service relationship is to begin and would not be increased or decreased thereafter.

gpac does not discriminate in the acceptance or referral of candidates on the basis of race, age, color, sex (including pregnancy), religion, national origin, disability, sexual orientation, gender identity, marital status, military status, genetic information, or any other status protected by applicable laws or regulations.

The undersigned agree to all provisions contained in this agreement.  The individuals signing on behalf of the parties do hereby represent that they are authorized and have the legal capacity to enter into this agreement.

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Signed by Jason Lawrenson
Signed On: September 11, 2019

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Unique Document ID: 7a08123ad47393cc9d86f7cc0a1d0f5d52c8cd2b
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September 9, 2019 7:40 pm CSTCONTINGENCY SEARCH AGREEMENT Uploaded by Jason Lawrenson - IP,