Below is a so called representation agreement I received but it has many
ambiguities. Is this agreement clear to you why there's $25,000.00 fee
assessed prior and why it can be prudently fined for any "unspecified
damages without proof of actual damages" on a call of "any would be damages
or threat of breach of agreement"? Is this common amongst Silicon Valley
companies?
Sincerely,
Michael Oh
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THE ADDERLEY GROUP REPRESENTATION AGREEMENT
This Representation Agreement is entered into by and between the Adderley
Group (the "Company", including its parents, subsidiaries, successors and
assigns), and ("Candidate"). This agreement is
a material part of the consideration given to Company for its representation
of Candidate in seeking to place Candidate in an employment position with a
client of the Company.
1 The purpose of this agreement is to memorialize the terms of
representation between the Company and Candidate pursuant to which the
Company shall use its best efforts to place Candidate in a position of
employment with a client of the Company. It is understood that at no time
shall Candidate be considered an employee of Company.
2. Company may represent Candidate to clients in Candidate¹s field of
expertise. Company shall, at its own expense, spend time and effort
researching the job market and contacting potential clients, which efforts
may result in job interviews or placement for the Candidate. Candidate
understands that Company provides the above-mentioned services on the
Candidate¹s behalf as a potential independent contractor, or an Adderley
Group employee, or employee of client.
3. Therefore, in consideration for the services provided herein, Candidate
agrees that he/she shall not directly or indirectly solicit or seek
employment or contractual relationship with any client, individual, or
contact associated with or referred to by Company, with whom Company
arranges representation for Candidate, now or at any time during the six
months following Candidate¹s initial referral to any such client.
4. Candidate understands, should Company succeed in placing Candidate in a
position of employment, the Company shall receive compensation for its
services from the client pursuant to an understanding between the Company
and the client. Candidate further understands that any payment made by
client to Company constitutes the sole consideration received by employment
with such a client. Thus, Candidate agrees that he/she shall take no action
and engage in no conduct which has the purpose or effect of interfering
with, inhibiting or preventing payment by a client to the Company for the
Company¹s services.
5. Candidate agrees that he/she shall immediately notify Company of any
employment or independent contractual relationships offered to him/her by
any client of Company or any other business entity or concern whose identity
Candidate learns from Company. This obligation shall extend for a period of
six months after Candidate is referred to any such client or learns of the
client through Company.
6. In addition to the agreement set forth above, Candidate agrees that
he/she shall keep in confidence and trust and will not use either
him/herself or disclose to anyone else, either orally or in writing, any
proprietary information of Company. For purposes of the agreement,
proprietary information is defined as information developed by or belonging
to Company which has commercial value in Company¹s business and which gives
Company a competitive advantage over other business entities concerns and/or
managers that may be discussed with regard to possible employment or
independent contractual placement of Candidate. Candidate understands that
this agreement creates a relationship of confidence and trust between the
Company and Candidate with respect to proprietary information and that of
Company¹s clients which may be learned by Candidate while discussing
positions for which Candidate may be qualified.
7. Candidate agrees that if he/she is in doubt as to the confidential status
of any information, or if any information is alleged to be proprietary,
Candidate will immediately advise Company management of the question as to
whether such information is available for disclosure and use for the benefit
of Company.
8. Candidate certifies that he/she has the legal right to be present and
hold employment in the United States.
9. The remedy at law for breach of this agreement being inadequate, Company
shall be entitled, in addition to such other remedies as it may have, the
temporary and injunctive relief for any breach or threatened breach of this
agreement without proof of any actual damages that have been or may have
been caused to Company by such breach.
10. In addition to the above, the parties hereto agree that it is very
difficult to ascertain the amount of damages to be incurred by Company
should Candidate breach any of the provisions of this agreement. Therefore,
it is agreed that as a liquidated damage for each and every breach of this
agreement by Candidate, Candidate shall be liable to Company as and for a
liquidated damage, in the sum of $25,000.00, per breach.
11. This agreement shall be effective as of the date of signing and shall be
binding upon Candidate, his/her heirs, executors, assigns and
administrators, and shall inure to the benefit of Company, its parents,
subsidiaries, successors and assigns.
Date "CANDIDATE"
9/27/00
Date Dawn Pelham
Sr. Account Manager