Exhibit 10.16
[LETTERHEAD OF PSW TECHNOLOGIES]
Recruiting Services Agreement
This Agreement made the 20th day of January, 1997 by PSW Technologies, Inc. a
corporation of the state of Delaware ("PSW") and, Pencom Systems, Inc.
("Pencom") a corporation of the state of New York.
Purpose of Agreement
PSW wishes to engage your search and recruitment agency to provide job
candidates to PSW in consideration for the fees specified in this Agreement.
Term of Agreement
This Agreement will last for one year from the date shown above. The agreement
may be terminated for any reason by either party with 10 days written notice.
Skill and Experience Requirements
PSW will provide you with a written description of each position for which you
are authorized to submit candidates by email, letter, or others written means
agreed to by PSW and Pencom.
Fees & Expenses
Fees are specified in Attachment A. Fees will be payable to you for active,
unique, and valid candidates. A candidate is considered active for 9 months
after initial resume submission to PSW. A unique candidate is one who upon
initial submission has not been previously submitted by another recruiting firm
or actively pursued by internal PSW recruiting efforts within the last 9
months. A valid candidate is one who has been screened by Pencom prior to being
submitted to PSW and has been determined to be a fit by Pencom for PSW's
specific position requirements. PSW shall be the final authority in determining
fees due under this agreement. Payment terms for fees payable to you are net 30
from the initial date of employment of your candidates hired by PSW. Unless
otherwise specified in Attachment A, expenses are your responsibility and are
not reimbursable.
Warranty
If an employee of PSW for whom you have been paid a fee terminates employment
for any reason within 90 days, PSW shall, at its discretion, request Pencom to
provide for a replacement hire at no charge, or to provide a credit for fees
paid or due to Pencom. The credit shall be as follows based on the date the
candidate first reported for employment with PSW (the "initial employment
date"); the first 30 days following the initial employment date, the fee will be
refundable in its entirety to PSW; if within 31 to 60 days of initial employment
date, 67% will be refundable; if within 61 to 90 days, 33% will be refundable.
91 days after your candidates initial employment date by PSW' your fees are
fully earned.
Non-Solicitation
During the term of this Agreement and for a period of twelve months thereafter,
neither party shall solicit for employment or employ, (directly or indirectly,
whether as an employee, independent contractor or otherwise) any employee of the
other unless authorized in writing or email by an officer of PSW or Pencom.
Confidential Information
You acknowledge that you may acquire technical, project and client information
that is confidential to PSW Technologies (hereinafter "Confidential
Information"). You agree to hold such Confidential Information in strict
confidence, not to disclose it to others or use it in any way, commercially or
otherwise, and not to allow any unauthorized person access to it, either before
or after termination of this Agreement, without the prior written consent of PSW
Technologies. Confidential Information shall not include any information which
(i) is in the public domain; (ii) is rightfully disclosed to you by a third
party or (iii) was previously known to you.
Governing Law
This Agreement shall be governed by, and interpreted in accordance with, the
laws of the State of Texas.
PSW TECHNOLOGIES PENCOM
Agreed and Accepted: Agreed and Accepted:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx
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Title: SR. VP-OPERATIONS Title: VP
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Address: 0000 XXXXXXXXXXX Xxxx Address: 00 Xxxxxx Xx.
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XXXXXXXX 0, XXXXX 000 XX XX 00000
XXXXXX, XX 00000
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Date: January 27, 1997 Date: 1/29/97
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Attachment A
Fees
See the Fees & Expenses section of the Agreement and the Warranty section of the
Agreement for other relevant payment details.
PSW shall pay the following fees as a % of annual salary per the accepted offer
letter by the candidate. These fees shall be based on the PSW Position Level as
specified in the position on the PSW Web Page or as specified in the PSW Offer
Letter. PSW shall be the final authority regarding the position level for which
the fee applies. Fees shall also be based on the number of hires PSW has made
with Pencom during 1997 for which a fee has been paid.
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PSW Position Name % of % of % of % of
Level Annual Annual Annual Annual
Salary 1- Salary Salary Salary
00 00 00-00 97 25-36 97 37+ 97
hires hires hires hires
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13 Associate SW Engineer 20% 19% 18% 17%
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16 Software Engineer 20% 19% 18% 17%
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l9 Senior SW Engineer 20% 19% 18% 17%
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21 Architect 20% 19% l8% 17%
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21 Senior Manager 20% 19% 18% 17%
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21 Director/ Executive 25% 24% 23% 22%
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