Parties, scope, and formation
These Client Engagement Terms (“Engagement Terms”) govern recruiting services provided by GERMANN INC, a California corporation doing business as LIVEWORK (“LIVEWORK”), to the organization identified in an accepted Search Order (“Client”). A “Search Order” is a written or electronic engagement identifying the parties, role, search model, fees, and applicable version of these Engagement Terms, accepted by authorized representatives of both parties.
An engagement begins only upon that acceptance, including an express written acceptance by email or a recorded electronic acceptance that provides access to the terms. An unsolicited profile, website visit, or preliminary discussion does not by itself establish an engagement. Client purchase-order terms do not modify an engagement unless LIVEWORK expressly accepts them in writing.
The Search Order should specify reporting relationships, essential qualifications, location, on-site or remote attendance expectations, anticipated compensation, selection process, client contacts, and any agreed verification services. Material changes require written agreement. These terms cover direct-hire recruiting; contract staffing, payroll services, and employer-of-record services require separate terms.
Services and professional standard
LIVEWORK will perform the agreed services with reasonable professional skill and care. Services may include role definition, candidate research, outreach, structured screening, profile preparation, interview coordination, and offer coordination. We consider both specialized and transferable skills, alongside job-related operating requirements and candidate preferences.
Technology may support research, document processing, and matching. LIVEWORK will maintain meaningful human review of its candidate presentations and will not use solely automated decisions to determine presentation. Each party remains responsible for applicable obligations relating to its own technology use, including notices, accommodations, recordkeeping, and prevention of unlawful discrimination. Client retains responsibility for its hiring decisions.
Placement fee and compensation basis
Unless the Search Order expressly provides otherwise, the placement fee is the percentage of the candidate’s first-year annualized base salary stated in the accepted Search Order. Bonuses, commissions, equity, benefits, and expense reimbursements are excluded. For a full-time hourly position, annualized base salary is the accepted hourly rate multiplied by 2,080. For a part-time or variable-hours position, the Search Order must establish the annualization basis before presentation.
If base compensation increases within the first 90 days of employment, the fee is recalculated using the increased annualized base compensation, and Client pays the difference within 15 days of invoice. Client must notify LIVEWORK of the increase and provide reasonable supporting compensation information.
A fee may be invoiced upon offer acceptance but is earned and payable on the candidate’s actual start date. If the candidate never starts, no contingent placement fee is earned; any prepaid contingent fee will be refunded within 30 days. A retained engagement remains subject to its separately earned retainer.
Contingent search
A contingent search is nonexclusive. The fee applies when a candidate introduced by LIVEWORK under an accepted Search Order is hired within the introduction period described below. No search retainer is payable for a contingent engagement. Client may recruit independently or use other providers, subject to the documented prior-process exception below.
Retained search
A retained search is exclusive for the role during the active engagement. The retainer stated in the accepted Search Order is invoiced upon acceptance and due within 15 days. It reserves dedicated search capacity and is credited in full against the placement fee for that role. LIVEWORK is not required to begin dedicated work before payment.
Once substantive search work begins, the retainer is earned and is not refundable if Client cancels the search or fills the role independently. Before substantive work begins, a Client cancellation requires return of the retainer less reasonable, documented, nonrecoverable costs Client authorized. The retainer remains refundable to the extent unearned if LIVEWORK terminates the search for its own convenience, or if Client terminates for LIVEWORK’s uncured material breach, as described under Term and termination. The final placement fee is the rate stated in the Search Order applied to annualized base salary, less the retainer already paid, with no negative balance; after the retainer is earned, a fee calculation below the retainer amount does not produce a refund.
During exclusivity, Client will not engage another recruiting firm for the same role and will coordinate candidates from all sources through the agreed process. A placement fee for a candidate independently sourced by Client or another source applies only if the Search Order expressly establishes that fee. Exclusivity alone does not create a fee for every hire. The retainer remains earned for work performed even if Client fills the role independently.
Introduction period and fee protection
An “Introduction” occurs when, under an accepted engagement and with the candidate’s required authorization, LIVEWORK sends Client an identifiable profile for evaluation by email or through the client portal and records the delivery date. The introduction period is 12 months from that delivery. Re-sending the same profile does not restart the period unless the parties expressly agree to a new engagement for that candidate.
If Client hires an introduced candidate during that period, for the specified role or another role, the placement fee applies. The same applies if an affiliate hires the candidate as a result of Client’s referral or disclosure of the introduction. “Affiliate” means an entity controlling, controlled by, or under common control with Client. Client is responsible for the fee arising from such a referral; these terms do not purport to bind an affiliate that has not agreed to them.
A contractor, consultant, or third-party engagement resulting from an Introduction must be disclosed promptly. Before that engagement begins, the parties must agree in writing on the applicable fee and compensation basis. A materially equivalent employment arrangement may not be disguised to evade an otherwise earned placement fee. No salary formula is imposed on an undefined consulting arrangement.
No placement fee is due if Client establishes through dated records that the candidate was already in an active hiring process with Client for the same role before the Introduction and notifies LIVEWORK within five business days after it. A passive database entry or historical application alone is not an active process. A late notice does not create a fee where Client establishes the same pre-existing active process and the delay caused no material prejudice. The parties will resolve competing-source claims using contemporaneous records.
Client will notify LIVEWORK of an accepted offer and actual start date, and of a covered affiliate hire, within 10 days after learning of it. These provisions allocate recruiting fees between businesses; they do not give LIVEWORK ownership of a candidate or restrict a candidate’s employment choices.
90-day replacement search
If a placed candidate resigns or Client terminates the candidate for cause within 90 calendar days after the start date, LIVEWORK will conduct one replacement search for the same role without an additional placement fee. For this purpose, “cause” means documented misconduct, material breach of employment duties, or material failure to meet the job’s documented performance requirements.
Eligibility requires timely payment of all amounts due for the placement, written notice of the departure within 10 calendar days, and no material change to the role, compensation, reporting line, or work location or arrangement. The commitment does not apply to layoffs, restructuring, elimination of the role, unlawful treatment, or Client’s breach of employment terms.
Client must authorize the replacement search within 30 days after notifying LIVEWORK and cooperate reasonably. Unless otherwise agreed, LIVEWORK will conduct the replacement search for up to 90 days after that authorization. There is no cash refund, transferable credit, or guarantee that a replacement will be found or accept. A replacement hire does not start a new replacement period. This commitment does not limit claims for LIVEWORK’s independent breach or nonwaivable legal duties.
Client responsibilities
Client will provide accurate role requirements, lawful compensation ranges and disclosures, and material facts about the work arrangement. It will provide candidate feedback within five business days when reasonably practicable, identify authorized decision-makers, and communicate offers and changes promptly.
Client is responsible for lawful hiring decisions, employment terms, pay transparency, classification, work authorization, and any checks or assessments it conducts. It will not direct LIVEWORK to discriminate or screen using unlawful criteria, including prohibited salary-history inquiries. LIVEWORK remains responsible for its own conduct and applicable legal duties.
Credentials, references, consumer reports, background checks, and other verification are not included unless the Search Order specifies the scope and responsible party. Required notices, authorizations, and adverse-action procedures must be handled separately. General acceptance of an engagement is not a candidate’s authorization for a background report.
Confidentiality and candidate information
Each party will protect the other party’s nonpublic business information with reasonable care and use it only to perform or receive the services. Disclosure is limited to personnel, advisers, and authorized providers who need to know and are subject to appropriate confidentiality duties. Exceptions apply to information that is public without breach, already lawfully known, independently developed, or lawfully obtained without restriction. Legally compelled disclosure is permitted, with advance notice when lawful and reasonably practicable.
Client will use candidate information only for the disclosed recruiting purpose and related legal obligations, restrict access, maintain appropriate security, and refrain from unrelated marketing, resale, unauthorized AI training, or onward recruiting distribution. Permitted evaluation copies and legally required records may be retained subject to privacy obligations. Each party independently fulfills applicable duties for candidate information it controls; describing information as work product does not override an individual’s rights.
Neither party is subject to an employee non-solicitation or no-hire covenant under these terms. Confidentiality does not restrict lawful competition, protected reporting, or an individual’s ability to work.
Client data and the portal
The Data Processing Addendum applies where LIVEWORK processes Client-provided applicant data solely on Client’s behalf. Independently sourced recruiting information is governed by the parties’ applicable privacy obligations and these Engagement Terms. The parties will document the appropriate roles if a particular workflow differs.
Client will maintain current authorized portal users and promptly report suspected unauthorized access. Portal access does not authorize use of other clients’ information. Each party will cooperate reasonably on privacy requests and incidents relating to information exchanged in an engagement.
Invoicing, expenses, and taxes
Retainers are due within 15 days of invoice; placement fees are due on the actual start date. Client must notify LIVEWORK of a good-faith invoice dispute within 15 days of receipt and pay undisputed amounts when due. The parties will work promptly to resolve disputes.
Undisputed amounts remaining unpaid 30 days after the due date accrue simple interest at 1% per month or the maximum lawful rate, whichever is lower. LIVEWORK may suspend services after written notice and a reasonable opportunity to resolve nonpayment. Reasonable collection costs and attorneys’ fees may be recovered to the extent permitted by law. Any contractual fee entitlement is subject to applicable reciprocity rules.
Client reimburses only expenses approved in writing in advance. Client is responsible for applicable transaction taxes on the services, excluding taxes on LIVEWORK’s net income, property, or personnel.
Term and termination
Either party may terminate an open search on 30 days’ written notice. A material breach may be grounds for earlier termination if not cured within 10 days after written notice. Either party may immediately suspend an activity that it reasonably believes would violate law or compromise security, and LIVEWORK may terminate a search based on unlawful client instructions.
Termination does not affect earned fees, an applicable introduction period, an eligible replacement commitment, confidentiality, or required data handling. If LIVEWORK terminates a retained search for its own convenience, or Client terminates for LIVEWORK’s uncured material breach, LIVEWORK will refund the unearned portion of the retainer, calculated reasonably by reference to documented services performed. This is the exception referred to in Retained search; a Client cancellation after substantive work has begun does not produce a refund. No double recovery applies to any other remedy.
Warranties and allocation of liability
LIVEWORK warrants that it will perform services with reasonable professional skill and care. It does not warrant that a role will be filled, a candidate will accept, or an employee will achieve a particular result. Each party relies on its own evaluation of matters within its control. Neither party may disclaim responsibility for its unlawful conduct by relying on the other party or on a technology provider.
Except for the exclusions below, each party’s aggregate liability arising from an engagement, including the DPA, is limited to the total fees paid or payable under the affected Search Order. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, to the extent permitted by law.
The liability cap and damage exclusions do not apply to fraud, willful misconduct, gross negligence, or liability that cannot lawfully be limited. Client’s obligation to pay earned fees is not subject to the cap. For a breach of confidentiality, privacy, or data-security obligations, the aggregate cap is two times the fees paid or payable under the affected Search Order; reasonable incident investigation, legally required notice, and data restoration costs are direct damages for this purpose. Nonwaivable statutory rights remain unaffected.
General terms and notices
California law governs, subject to mandatory applicable law. The California state courts in Orange County and the United States District Court for the Central District of California have exclusive venue, as jurisdiction permits. These terms do not require arbitration or waive any nonwaivable right.
For conflicts, the DPA controls data processing; an accepted Search Order controls expressly identified commercial deviations; these Engagement Terms control recruiting services; and the Terms of Use control remaining Site matters. The agreements constitute the parties’ entire agreement on those subjects. Amendments require written agreement. A posted revision governs future engagements only.
Neither party may assign without consent, except to a successor to the relevant business that assumes its obligations. The parties are independent contractors. Neither may bind the other. An unenforceable provision does not invalidate the remainder. Waivers must be express; electronic signatures and counterparts are permitted.
Notices must be sent to legal@livework.inc and Client’s designated notice contact. Email notice is effective when acknowledged, or on the next business day after transmission if no delivery failure is received. Notices of legal proceedings must follow applicable service rules. Mail: GERMANN INC dba LIVEWORK, 26632 Towne Centre Dr. #300, Suite 3, Foothill Ranch, CA 92610. Billing inquiries: hello@livework.inc.