MASTER MANAGED SERVICE AGREEMENT
This Master Managed Service Agreement (“Agreement”) governs your access to and use of the global staffing and consulting services (“Services”) provided by HireHero Global, Inc. d/b/a HireHawk, a Delaware corporation with its principal place of business at 5900 Balcones Drive, Suite 25393, Austin, TX 78731, USA (“HireHawk,” “we,” “our,” or “us”).
By accessing or using HireHawk’s Services, or by executing a Statement of Work (“SOW”) or similar order form referencing this Agreement, you (“Client”) agree to be legally bound by these terms. If you do not agree to this Agreement, you may not access or use the Services.
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RECITALS
WHEREAS, Client desires to access the Services, and HireHawk desires to provide Client access to the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties acknowledge that this MSA governs and regulates all aspects of their business relationship with regard to the provision of contract staffing. In consideration of the mutual promises and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HireHawk and Client, intending to be legally bound, agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
1.1 Consultants: Contractors hired, managed, and assigned by HireHawk or its representatives to perform specific work for the Client under this Agreement as outlined in an SOW.
1.2 Change Order: A formal document modifying the scope, performance schedule, or fees associated with services under an SOW. A change order must reference the original SOW and be signed by authorized representatives of both Parties.
1.3 Confidential Information: Any non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement, including but not limited to business, financial, or technical information. For the purposes of this Agreement, "Confidential Information" includes all materials and information provided by HireHawk, or third parties making such materials or information available to HireHawk, in connection with the execution of this Agreement. This includes, but is not limited to, job descriptions, salaries, payment terms, fees, and any proprietary information constituting HireHawk’s know-how. Confidential Information also includes all information necessary for fulfilling the contractual purpose, whether designated as confidential in writing or by its nature reasonably understood to be confidential. Confidential Information shall not include information that (i) was known to the receiving Party prior to disclosure, (ii) is or becomes publicly available through no fault of the receiving Party, (iii) is rightfully received from a third party without breach of any confidentiality obligation, or (iv) is independently developed by the receiving Party.
1.4 Force Majeure Event: Circumstances beyond a Party’s reasonable control, including natural disasters, pandemics, acts of war, strikes, or government-imposed restrictions or other unforeseen circumstances that prevent or delay the performance of obligations under this Agreement.
1.5 Highly Sensitive Personal Information: (i) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual’s financial account; or (ii) biometric, genetic, health, medical, or medical insurance data.
1.6 Material Breach: A substantial failure to perform under this Agreement that defeats the purpose of the engagement and deprives the non-breaching Party of the reasonably expected benefits.
1.7 Personal Information: information which is created or obtained by one Party on behalf of the other Party, or information to which access was provided to one Party by or at the direction of the other Party, in the course of the Parties’ performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords, user identification and account access credentials or passwords, student information, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Sensitive Personal Information. Either Party’s business contact information is not by itself deemed to be Personal Information.
1.8 Sensitive Personal Information: an individual's (i) government-issued identification number (including Social Security number, driver's license number, or state-issued identification number) or (ii) geolocation data.
1.9 Services: specific tasks to be performed by HireHawk’s delegated Consultants as described in a Statement of Work.
1.10 Statement of Work (SOW): A document detailing the scope of services, fees, deliverables, timelines, and specific Consultant assignments, a form of which is attached to this Agreement as Exhibit A. The Parties may execute multiple SOWs, including concurrently, corresponding to one or more teams of Consultants or projects.
2. SCOPE OF SERVICES
2.1 Engagement: Subject to and conditioned on Client's payment of Fees and compliance with all the terms and conditions of this Agreement, HireHawk hereby grants Client a non-exclusive, non-transferable right to access and use the services outlined in this Agreement during the Term. Such use is limited to Client's internal purposes. This Agreement shall not apply to Consultants located within the United States of America.
2.2 Independent Contractor: HireHawk, as an independent contractor, will provide the services described in Section 2 and any additional applicable Statements of Work (SOW) executed by the Parties. Client acknowledges that Consultants are not employees of Client and that HireHawk may retain the Consultants as employees or contractors of HireHawk in its sole discretion.
2.3 Provision of Consultants: HireHawk shall:
- As between the Parties, contract and manage payroll, benefits (as requested by the Client), and labor compliance for Consultants;
- Assign qualified Consultants to the Client for specific project needs, as detailed in the applicable SOW; and
- Replace Consultants in accordance with HireHawk’s staffing processes and at the reasonable request of Client.
2.4 Performance Standards: HireHawk will make commercially reasonable efforts to ensure Consultants possess the required qualifications and perform their duties professionally and in accordance with industry standards.
2.5 Consultant Performance Evaluations: HireHawk shall conduct Consultant performance evaluations as it deems best fit to monitor Consultant performance.
2.6 Replacement of Consultants: If the Client submits a written request to replace a Consultant for specific reasons in good faith or if a Consultant cannot perform the Services under this Agreement for any reason (e.g., extended illness, injury, termination, reassignment, etc.), HireHawk shall make a good faith effort to replace the Consultant within a reasonable period of time.
2.7 HireHawk Responsibilities: HireHawk shall be solely responsible for the recruitment, compensation, benefits, payroll, tax withholding, and supervision of all Personnel it assigns to perform services under this Agreement. HireHawk shall maintain, at its sole expense, Commercial General Liability insurance with limits of at least $1,000,000 per occurrence throughout the Term. Upon written request, HireHawk shall provide Client with certificates of insurance evidencing such coverage and naming Client as an additional insured for general liability.
3. CLIENT RESPONSIBILITIES
3.1 Client shall conduct an initial orientation, including setting expectations of the Consultants, the required training to perform the role, any communications and training regarding the capturing and measuring of key performance indicators, and all supplemental training for platforms and tools that the Client uses in their line of business.
3.2 Client shall provide Consultants with access to internal technology systems, programs, software subscriptions, physical spaces, equipment, and facilities required to perform the services under any applicable SOW and this Agreement. Client shall solely be responsible for the costs associated with and related to any of the foregoing.
3.2 Independent Contractor Relationship. Client shall not provide instructions or impose requirements that would be inconsistent with an independent contractor relationship under applicable law. HireHawk will provide basic recommendations and guidelines regarding appropriate interaction and conduct with Consultants. However, it is ultimately the responsibility of the Client to ensure that the treatment of Consultants aligns with applicable standards governing independent contractor relationships. Client shall be solely responsible and liable for: (i) any direction or management of Consultant(s) by Client, its officers, directors, employees, representatives, and contractors that undermines the independent contractor relationship; (ii) the provision of information technology tools and access to digital information (including the availability of personally identifiable information of Client’s users or customers and Client Confidential Information) to Consultant; and (iii) the deletion or retrieval of any and all Client-provided data regarding Client’s users or customers and information technology tools (e.g., Client-provided laptops). HireHawk shall have no responsibility for any information technology tools or software or data provided by Client to Consultant or otherwise necessary for Consultant to provide services under an SOW to Client on behalf of HireHawk, and HireHawk shall not be responsible or liable for the return of, unauthorized use of, or negligent handling of such information technology tools or software or data by Consultant. Furthermore, HireHawk shall not be liable for, have any duty to comply with, or have any duty to accommodate or cooperate with any agreements between Client and any Consultants or policies imposed on Consultants by Client, and in the event of any conflict between such agreements and policies and this Agreement (including any SOWs between Client and HireHawk), this Agreement shall prevail. Client agrees to comply with HireHawk’s guidance to properly manage the contractual relationship and mitigate any risk of misclassification.
4. FEES AND PAYMENT TERMS
4.1 Monthly Fees: The Client shall pay to HireHawk all monthly fees for each Consultant, as detailed in the applicable SOW (“Fees”).
4.2 Payment Terms:
- Fees will be billed and automatically charged on a bi-weekly basis (two times per month). HireHawk shall charge the Fees to Client’s bank account or credit card on file on the 1st and 16th day of each month for the prior service period. Service periods are defined as days 1-15 and days 16-31 of each calendar month.
- The Client agrees to maintain a valid credit card or bank account on file for the Term.
- A payment receipt will be sent to the Client upon successful transaction processing.
- In the event that the automatic payment fails or is not completed for any reason, the Client agrees to remit payment manually within 48 hours, otherwise HireHawk has the right to stop Contractor services immediately.
- Late payments shall accrue interest at the lesser of two percent (2%) per month or the maximum rate permitted by applicable law.
- The Client is responsible for ensuring that their payment method remains valid and up to date at all times during the Term.
- In the event of a default or breach of this Agreement by Client, which shall include a failure to pay the Fees or a delay in paying the Fees, HireHawk reserves the right to and may require payment of Fees in advance of each month of Services. HireHawk may subsequently choose not to require advance payment of Fees upon a determination by HireHawk in its sole discretion that Client’s creditworthiness is reestablished.
Additional Costs: A 3% fee will apply to credit card payments. Client may pay Fees via ACH by setting up a valid bank account with HireHawk for payments.
4.3 Fee Adjustments: Fees may be increased annually by up to 5% based on market factors and Consultant retention. Notice of such adjustments shall be provided thirty (30) days before implementation and must be approved by Client.
4.4 Taxes: All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client’s applicable federal, state, or local government may impose sales, use, and excise taxes, or other similar taxes, duties, and charges on any amounts payable by Client hereunder, and Client is responsible for all such third-party taxes, charges, and fees. HireHawk reserves the right to adjust Fees at any time due to applicable taxes, assessments, or tariffs (including changes therein) on the Fees or the Services payable by HireHawk. Any such adjustments will be communicated to Client in advance of the subsequent calendar month for which an invoice incorporating any such adjustment in Fees will be issued.
5. TERM AND TERMINATION
5.1 Term: This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with the termination provisions below. The period during which this Agreement is in effect is the “Term.”
5.2 Termination for Material Breach: If the Client materially breaches the Agreement, including but not limited to failure to make timely payments or unauthorized or illegal use of the services, HireHawk reserves the right to:
- Suspend services immediately;
- Terminate this Agreement without further notice; and
- Pursue all available legal remedies, including recovering unpaid fees, costs, and reasonable attorney’s fees.
Upon termination for material breach by the Client, HireHawk may also terminate any corresponding SOW immediately.
5.3 Termination for Convenience: Client may terminate this Agreement or any Statement of Work at any time for convenience without facing any penalties. In the event of termination, the Client remains responsible for settling any unpaid invoices for services provided by the Consultant up to the effective date of termination. To ensure clear communication and mutual acknowledgment, HireHawk requires written notice of termination, which may be submitted via email. Termination becomes effective on the date HireHawk receives the written notice. No additional invoices will be issued after this effective date.
5.4 Termination for Bankruptcy, Insolvency or Financial Insecurity: Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall also terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement.
5.5 Non-Disparagement: Each Party agrees to refrain from publicly disparaging the other Party during or after the Term. This provision shall not be construed to prevent a Party from exercising its legal rights against the other Party or complying with requirements of applicable law or judicial proceedings.
5.6 Survival: The following provisions shall survive the termination or expiration of this Agreement: Sections 1 (Definitions); 6 (Confidentiality); 7 (Indemnity); 8 (Warranty Disclaimer and Limitation of Liability); 10 (Restrictions and Liabilities); and 13 (Miscellaneous).
6. CONFIDENTIALITY
6.1 Obligations of Confidentiality: The receiving Party agrees to take all commercially reasonable measures to protect the confidentiality of Confidential Information, including but not limited to:
- Restricting access to authorized employees and agents on a need-to-know basis.
- Ensuring all employees, agents, and subcontractors are bound by confidentiality agreements and are informed of and adhere to these obligations.
- Refraining from using, disclosing, or copying Confidential Information except as necessary for the performance of services under this Agreement, and only with prior written consent from the disclosing Party. The receiving Party acknowledges that any unauthorized disclosure of Confidential Information may constitute a material breach of this Agreement.
6.2 Return or Destruction of Information: Upon the termination or expiration of this Agreement, or at any time upon the disclosing Party’s written request, the receiving Party shall promptly return or certify the destruction of all copies of Confidential Information within thirty (30) days, except for copies of Confidential Information retained by receiving Party strictly for archival purposes in the ordinary course of business.
6.3 Survival of Confidentiality Obligations: The confidentiality obligations set forth herein shall remain in effect during the term of this Agreement and for a period of two (2) years following its expiration or earlier termination, except with respect to Confidential Information protected as trade secrets, which shall remain confidential for as long as such Confidential Information is maintained as trade secrets under applicable law.
6.4 Security Measures: Both Parties agree to implement and maintain commercially reasonable security measures to protect Confidential Information from unauthorized access, disclosure, or use.
6.5 Equitable Relief: The Parties agree that breaches of confidentiality may result in irreparable harm for which monetary damages may be insufficient. Accordingly, the disclosing Party shall be entitled to seek equitable relief, including but not limited to injunctive relief or specific performance, in addition to any other remedies available under law.
6.6 Intellectual Property Ownership
- HireHawk IP and Client IP. Client acknowledges that, as between Client and HireHawk, HireHawk owns all right, title, and interest, including all intellectual property rights, in and to the HireHawk IP. HireHawk acknowledges that, as between Client and HireHawk, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client IP. Client agrees that HireHawk may display Client’s name and logos on HireHawk’s website, marketing materials, and investor materials for the purposes of sales, marketing, and investor communications, with Client’s prior written consent.
- Work Product and Deliverables. HireHawk represents and warrants that it will disclose and assign to the Client, and hereby assigns and agrees to assign to the Client, all copyright, trade secret, and all other intellectual or proprietary rights, whether registered or unregistered, and all moral rights thereto, which Consultants(s) and HireHawk may possess or be entitled to receive, in each and every territory, state, and country throughout the world, and under all applicable conventions and treaties, in all inventions (whether or not patentable or reduced to practice), models, works of authorship, databases, designs, mask works, computer programs, data, drawings, know-how, information, and other forms of intellectual property that are created, discovered, conceived of, or reduced to practice by HireHawk or the Consultants(s), during the Term in the performance of the Services, or that are embodied, incorporated, or used in any products, samples, formulae, drawings, specifications, computer program, software, manuals, data, documentation, models, prototypes, information, or other materials or items created or prepared by the Consultant(s) in the performance of the Services (collectively “Work Product”) or any reports or deliverables created expressly for Client by HireHawk or the Consultant(s) (the “Deliverables”) (the Work Product, Deliverables, and any pre-existing intellectual property owned by Client, collectively, the “Client IP”). To the extent applicable to HireHawk’s status as an independent contractor and permitted under applicable law, the Work Product and Deliverables will be considered and treated for all purposes as works ‘made for hire’ in favor of Client.
- Reservation of Rights. HireHawk reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any pre-existing or independently developed intellectual property rights or other right, title, or interest in or to the pre-existing or independently developed intellectual property of HireHawk, including, but not limited to, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, inventions, data, concepts, know-how, and processes (collectively, “HireHawk IP”).
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 Indemnification:
Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:
(i) the Indemnifying Party’s material breach of this Agreement;
(ii) the gross negligence or willful misconduct of the Indemnifying Party; and
(iii) any claim brought by or on behalf of a Consultant relating to employment, compensation, benefits, workers’ compensation, classification, wage and hour violations, or any similar employment-related matter to the extent arising from the actions or omissions of the Indemnifying Party and its officers, directors, employees, contractors, and representatives.
7.2 Notification and Cooperation: The indemnified Party shall: (i) promptly notify the indemnifying Party in writing of any claim, demand, or action for which indemnification is sought, provided that failure to provide timely notice shall not relieve the indemnifying Party of its indemnification obligations except to the extent it is materially prejudiced by such delay; (ii) cooperate fully with the indemnifying Party, at the indemnifying Party’s expense, in the defense or settlement of such claim; and (iii) allow the indemnifying Party sole control over the defense or settlement of such claim, provided that no settlement shall be made without the indemnified Party’s prior written consent if such settlement imposes any obligation or liability on the indemnified Party.
7.3 Exclusions: The indemnity obligations set forth in this Section shall not apply to the extent that such losses, damages, or liabilities result from the gross negligence, willful misconduct, or breach of this Agreement by the indemnified Party or its agents.
8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
8.1 WARRANTY DISCLAIMER: THE SERVICES ARE PROVIDED "AS IS," AND, EXCEPT AS EXPRESSLY STATED HEREIN OR IN AN APPLICABLE SOW, HireHawk HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HireHawk SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HIREHAWK MAKES NO WARRANTY THAT THE SERVICES WILL ACHIEVE ANY OUTCOME.
8.2 Consultants: Notwithstanding any pre-screening or training of the Consultants as performed by HireHawk, HireHawk makes no representation or warranty as to the qualifications, suitability, or prospective performance of the Consultants provided hereunder. The Client acknowledges its duty to verify and evaluate the Consultants, with the sole remedy for inadequate performance or misconduct being the Client’s right to terminate a Consultant’s engagement or this Agreement in accordance with the terms herein.
8.3 MUTUAL LIMITATION OF LIABILITY: IN NO EVENT WILL HIREHAWK OR CLIENT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HIREHAWK OR CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (INCLUDING INDEMNIFICATION FOR BREACH OF CONTRACT RESULTING IN THIRD-PARTY CLAIMS); (II) LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (III) A BREACH OF SECTION 6 (CONFIDENTIALITY), (IV) A BREACH OF SECTION 10 (RESTRICTIONS AND LIABILITIES), OR (V) THE PAYMENT OF PROPERLY INVOICED FEES FOR SERVICES DELIVERED UNDER THIS AGREEMENT.
9. FORCE MAJEURE
Any failure or delay in the performance by either Party shall not be a breach of this Agreement if such failure or delay arises from a Force Majeure Event. If a Force Majeure Event continues for more than 30 days, the non-delaying Party may terminate this Agreement without liability to the terminated Party.
10. RESTRICTIONS AND LIABILITIES
10.1 Non-Solicitation, Non-Circumvention, and Non-Interference:
Non-Solicitation: During the term of this Agreement, and for a period of twelve
(12) months after its expiration or termination, the Client (on behalf of itself and its affiliates) agrees not to solicit, recruit, hire, or otherwise employ or retain, whether on a full-time, part-time, consulting, work-for-hire, or any other basis, any Consultant, employee, referred personnel, or known consultant of HireHawk, without the prior written consent of HireHawk. This prohibition applies regardless of whether such individuals were assigned to perform tasks under this Agreement.
Non-Circumvention: The Client (on behalf of itself and its affiliates) agrees not to circumvent, directly or indirectly, HireHawk under any circumstances. This includes, but is not limited to, entering into discussions, negotiations, contracts, agreements, or other arrangements with any Consultant, candidate, or resource introduced or provided by HireHawk, or with any third party involved in the execution of the Services, without the prior written consent of HireHawk. The obligation not to circumvent HireHawk applies during the term of this Agreement and for a period of twenty-four (24) months following its termination.
Non-Interference: During the term of this Agreement, and for a period of twenty-four (24) months after its termination, the Client and HireHawk agree not to, for themselves or for any third party, directly or indirectly, divert or attempt to divert any business from the other Party (or any affiliate that may be formed), including, but not limited to, soliciting or interfering with the other Party's customers, clients, vendors, or other business relationships.
10.2 Exemptions: The above Non-Solicitation, Non-Circumvention, or Non-Interference provisions shall not apply if:
- The individual subject to the solicitation or circumvention restrictions (“Affected Individual”) gave notice of resignation or termination to HireHawk at least twelve (12) months before the Client initiated hiring discussions with the Affected Individual;
- The Client was in active discussions with the Affected Individual before the Effective Date, and the Affected Individual was not introduced to the Client by HireHawk; or
- The Affected Individual applied through a standard publicly available employment application process under a general publicly displayed notice of an employment opportunity with Client independently of any direct or indirect discussions between Client and the Affected Individual. This exemption shall apply only to the Affected Individual and the applicable publicly displayed employment opportunity.
10.3 Liquidated Damages: If the Client violates any of the Non-Solicitation or Non-Circumvention provisions, the Client agrees to compensate HireHawk by paying liquidated damages of half the total annual fee per solicited individual within thirty (30) days of engaging the individual. Parties agree that this payment is not a penalty but rather a liquidated damage amount specifically agreed upon, as the actual damages for a breach would be difficult to calculate.
10.4 Enforcement and Remedies: The Client acknowledges that any breach of this section could cause irreparable harm to HireHawk. In addition to liquidated damages, HireHawk may pursue any other legal or equitable remedies available under this Agreement or applicable law. The Client further agrees that the restrictions contained in this section are reasonable and necessary to protect the legitimate business interests of HireHawk and constitute a material inducement for entering into this Agreement.
11. CONFLICT OF INTEREST
11.1 Disclosure & Client Awareness: Client acknowledges that HireHawk may provide professional services to multiple clients within similar or overlapping industries and/or may assign part-time Consultants (upon request) who provide services to more than one Client. In such cases, HireHawk shall take reasonable measures to prevent conflicts of interest; however, the Client agrees that minor overlaps in subject matter, non-competitive engagements, or industry similarities shall not, by default, constitute a conflict of interest.
11.2 Conflict Review & Mitigation: In the event a potential conflict of interest is identified, HireHawk shall conduct a review and, where necessary, implement reasonable mitigation measures, which may include but are not limited to:
- Assigning separate Consultants to conflicting engagements.
- Establishing ethical walls or confidentiality agreements.
- Seeking written acknowledgment from affected Clients regarding the conflict and any agreed-upon mitigation measures.
11.3 Client Acknowledgment & Limited Liability: Client acknowledges that conflicts of interest shall be assessed in good faith and on a case-by-case basis. HireHawk shall not be liable for any indirect, incidental, or consequential damages arising from an alleged conflict of interest, provided reasonable efforts were made to prevent and mitigate such conflicts. The Client further agrees to promptly notify HireHawk in writing if they suspect a potential conflict of interest.
11.4 Right to Reassign Consultants: In the event that a conflict is identified after an engagement has commenced, HireHawk reserves the right, with reasonable notice to the Client, to reassign Consultants to mitigate any issues. HireHawk shall make reasonable efforts to provide a comparable resource as a replacement within thirty (30) business days.
12. COMPLIANCE WITH CLIENT POLICIES
12.1 Compliance with Client Policies: HireHawk acknowledges and agrees that, in the performance of the Services hereunder, Consultants may create, receive, or have access to Personal Information. Consultants shall comply with the terms and conditions set forth in the Client Policies (as defined below) in their creation, collection, receipt, transmission, storage, disposal, use, and disclosure of such Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession. “Client Policies” means any policies provided in advance by the Client to the applicable Consultant that relate to the Client’s standard lawful practices in handling, storing, using, and/or disposing of Personal Information. The Client shall be responsible for providing compliance training to Consultant in connection with the Client Policies.
12.2 Return of Personal Information: At any time during the term of this Agreement or upon the termination of this Agreement, at the Client’s request, Consultants shall promptly return to the Client all copies, whether in written, electronic, or other form or media, of Personal Information in their possession, or securely dispose of all such copies, and certify in writing to the Client that such Personal Information has been returned to the Client or disposed of securely.
12.3 Sharing of Highly Sensitive Personal Information: The Client covenants and agrees that it shall be solely responsible for any Highly Sensitive Personal Information in its possession.
13. MISCELLANEOUS
13.1 Notice: All notices must be sent in writing via email or mail to:
HireHawk
HireHero Global, Inc. d/b/a HireHawk
5900 Balcones Drive, Suite 25393
Austin, TX 78731
legal@hirehawk.com
Attention: Legal Department
13.2 Entire Agreement; Assignment: This Agreement and the Exhibits hereto represent the entire understanding of the Parties hereto and supersede all prior written or oral agreements or communications with respect to the subject matter hereof. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. The Services are limited to those expressly outlined in a valid and executed SOW between the Parties, and any additional Services must be expressly agreed upon in a signed SOW or amendment between the Parties. In the event of a conflict between this Agreement and the terms of a properly executed and effective SOW, the terms of the SOW shall prevail. Client shall not assign this Agreement in whole or part without the prior written consent of HireHawk, and assignment in violation of this requirement shall be void ab initio. HireHawk may assign this Agreement to an affiliate or third party in its reasonable discretion.
13.3 Severability; Waiver: The provisions of this Agreement will be severable and the invalidity of any provision, or portion thereof, will not affect the enforceability of the remaining provisions. No failure on the part of any Party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any Party of any right preclude any other or future exercise thereof or the exercise of any other right.
13.4 Governing Law; Jurisdiction; Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Subject to this Section 13.4, any disputes arising out of or related to this Agreement (“Disputes”) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, including, if applicable, its Supplementary Procedures for International Commercial Arbitration. The arbitration shall be conducted in Austin, Texas, in English, before a single neutral arbitrator.
The arbitrator shall determine any issues regarding the arbitrability of a Dispute and shall issue a reasoned award within 120 days of the demand for arbitration. The arbitrator may grant interim and final injunctive relief and other equitable remedies, but shall not award any damages that are limited or excluded under Section 7 and Section 8 of this Agreement unless such limitation is unenforceable under applicable law, as determined by the arbitrator. No class arbitration shall be permitted; however, additional parties may be joined in the arbitration as necessary to resolve the Dispute fully.
No time limitation set forth herein shall be deemed jurisdictional. Any arbitration award (including interim or final remedies) may be confirmed or enforced in any court of competent jurisdiction.
Notwithstanding anything in this paragraph to the contrary, HireHawk may, at any time, bring an action in any court of competent jurisdiction seeking injunctive or equitable relief, or to enforce its intellectual property rights.
In the event of a conflict between the provisions of this Section 13.4 and the AAA rules, the provisions of this Section shall govern. If any part of this arbitration clause is held unenforceable, it shall be severed only to the extent necessary to comply with applicable law, and the remainder shall remain in full force and effect.
In the event of a Dispute, the prevailing Party shall be entitled to recover its reasonable costs and attorneys’ fees from the non-prevailing Party.
14. Agreement Summary
14.1 This Master Managed Service Agreement (“MSA”) governs all engagements between HireHero Global, Inc. d/b/a HireHawk (“HireHawk”) and its clients worldwide. It applies automatically to every Statement of Work (“SOW”), project, or service order executed under HireHawk’s staffing and consulting programs. HireHawk reserves the right to modify, amend, or update this MSA at any time in its sole discretion. Any such modification becomes effective upon the posting of the updated version on HireHawk’s designated website, and HireHawk’s publication of the revised MSA shall constitute sufficient notice to the client. Continued use of HireHawk’s services after such posting will be deemed acceptance of the updated terms, and no additional signature or affirmative action by the client shall be required.