Exclusive Search Contract Builder

EXCLUSIVE RECRUITMENT SERVICES AGREEMENT

Contingency-Based Exclusive Search

This Exclusive Recruitment Services Agreement (the "Agreement") is entered into as of October 9, 2026 (the "Effective Date") by and between:

[Agency Name], a recruitment agency (hereinafter referred to as the "Agency")

and

[Company Name], a company (hereinafter referred to as the "Client")

(each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, the Client desires to engage the Agency to provide exclusive recruitment services for the position of [Position Title] (the "Position");

WHEREAS, the Agency represents that it has the expertise, resources, and capability to identify, screen, and present qualified candidates for the Position;

WHEREAS, the Parties wish to set forth the terms and conditions under which such services shall be provided on an exclusive, contingency basis;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Candidate" means any individual identified, sourced, or presented by the Agency to the Client in connection with the Position.

1.2 "Placement" means the commencement of employment by a Candidate with the Client in any capacity.

1.3 "Placement Fee" means the fee payable to the Agency upon successful Placement, calculated as 25% of the Candidate's first year annual base salary。

1.4 "Exclusivity Period" means the period of 8 weeks commencing on the Effective Date.

ARTICLE 2: APPOINTMENT AND EXCLUSIVITY

2.1 The Client hereby appoints the Agency as its exclusive recruitment partner for the Position during the Exclusivity Period. The Agency accepts such appointment on the terms set forth herein.

2.2 During the Exclusivity Period, the Client shall not, directly or indirectly: (a) engage any other recruitment agency, search firm, or third party for the Position; (b) advertise the Position publicly without prior written consent of the Agency; or (c) make direct approaches to candidates for the Position without Agency involvement.

2.3 The Client agrees to forward to the Agency any unsolicited applications or candidate referrals received for the Position during the Exclusivity Period.

ARTICLE 3: SCOPE OF SERVICES

3.1 The Agency shall provide the following recruitment services in connection with the Position:

• (a) Candidate sourcing & headhunting
• (b) Resume screening
• (c) Interview coordination
• (d) Interview preparation & coaching
• (e) Offer negotiation support
• (f) Candidate presentation & shortlisting

3.2 All Candidate referrals made by the Agency are provided on a strictly confidential basis. The Client shall not disclose Candidate information to any third party without the prior written consent of the Agency.

ARTICLE 4: FEES AND PAYMENT

4.1 Upon successful Placement, the Client agrees to pay the Placement Fee to the Agency. The Placement Fee shall be calculated based on the Candidate's first-year annual base salary as defined in Article 1.3.

4.2 Payment Terms: The Placement Fee shall be due and payable within thirty (30) days of the Candidate's start date.

4.3 The fee obligation shall apply if any Candidate presented by the Agency is hired by the Client, directly or indirectly, for any position within 12 months of presentation, regardless of whether such position is the Position specified herein.

ARTICLE 5: REPLACEMENT GUARANTEE

5.1 If a placed Candidate's employment terminates within 60 days of their start date (the "Guarantee Period"), the Agency shall provide the following remedy: Replacement search at no fee。

5.2 The guarantee set forth in Section 5.1 shall apply only to terminations resulting from: (a) voluntary resignation by the Candidate; or (b) termination by the Client for cause related to job performance or misconduct. The guarantee shall not apply to terminations due to economic conditions, restructuring, change in business requirements, or any other reason not related to the Candidate's qualifications or performance.

5.3 To invoke the guarantee, the Client must notify the Agency in writing within five (5) business days of the termination event.

ARTICLE 6: CONFIDENTIALITY

6.1 Each Party acknowledges that it may receive confidential and proprietary information of the other Party in connection with this Agreement ("Confidential Information"). Confidential Information includes, without limitation, candidate information, fee structures, client lists, business strategies, and any information marked as confidential.

6.2 Each Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for purposes of this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information.

6.3 The obligations set forth in this Article 6 shall survive termination of this Agreement for a period of two (2) years.

ARTICLE 7: TERMINATION

7.1 Either Party may terminate this Agreement without cause upon 30 days prior written notice to the other Party.

7.2 Either Party may terminate this Agreement immediately for cause if the other Party: (a) materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of written notice; or (b) becomes insolvent or subject to bankruptcy proceedings.

7.3 Upon termination, the Client shall remain obligated to pay the full Placement Fee for any Candidate presented by the Agency who is subsequently hired within 12 months of presentation.

ARTICLE 8: GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions.

8.2 Amendment. No modification of this Agreement shall be valid unless made in writing and signed by both Parties.

8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of laws principles.

8.4 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may submit the dispute to binding arbitration in Tokyo, Japan.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the Effective Date first written above.