Client Services Agreement

MatchDay Health Placement Program

CLIENT SERVICES AGREEMENT

BY CLICKING “I ACCEPT,” YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MATCHDAY.  

This Agreement is entered into by and between MatchDay Health, Inc., a Delaware corporation, (“MatchDay”), and [NAME], an individual with an address at [ADDRESS] (“Client”) (hereinafter referred to hereinafter individually as a “Party” and collectively as the “Parties” to this Agreement).  Client hereby acknowledges and agrees to the Terms of Service and Privacy Policy will be applicable to this Agreement. MatchDay makes no guarantees, warranties, or promises whatsoever, including, without limit, any guarantee or promise of successful placement of Client with any employer.  

  1. Services.  Client hereby elects to enroll in the MatchDay Program and engages MatchDay to evaluate and identify career options; provide coaching and support to gain potential employment opportunities related to Client’s professional licensure and/or experience; and provide the defined services set forth in Schedule A attached hereto (the “Services”).  The Parties may mutually agree from time to time, with mutual consent, to amend or adjust the below activities to support the goals of Client: 
  • Kickoff Meeting: Meet with a MatchDay Program Director and set program goals and expectations. [1 hour]
  • Self-Discovery Workshop: Personal deep dive to uncover what motivates Client and determine what positions are best suited for Client and what to pursue first. [2 hours]
  • Career Coach: Pair Client with a MatchDay Career Coach.
  • Resume Workshop: Learn best practices and recommendations to revise resume to be relevant for the types of position(s) Client intends to pursue. [1 hour]
  • Personal Branding Workshop: Learn how to optimize digital presence (LinkedIn, GitHub, Personal Website, Portfolio, etc.). [1 hour]
  • Opportunity Sourcing & Networking Workshop: Learn tactics for job searching and networking. The Career Coach will also network on Client’s behalf and make introductions when applicable. [1 hour/month]
  • Interview Coaching & Preparation: Prepare for your interview with tactics and knowledge of the employer, industry and best practice interview methods. [2 hours/month]
  • Contract Review and Negotiations:  Gain insights to negotiate salary and benefits. Learn how to identify and negotiate contract terms and their impact on your job.  Receive advise on market comparisons based on the initial offers [2 hours]
  1. Fees.  Upon Client’s execution of this Agreement, Client will pay to MatchDay a non-refundable fee of [$495] to participate in the MatchDay Program (“Enrollment Fee”).  Upon Placement, for each month, in whole or part, of Client’s enrollment in the MatchDay Program, Client will compensate MatchDay in the amount of one percent (1%) of the base salary (or compensation to be received by Client during the first (12) months) (“Salary”) of any Placement as set forth in the offer letter or written agreement (or verbal agreement) between Client and any employer or client (“Placement Fee”).  Any amount above the Salary will not be included in calculating the Placement Fee.  To be certain, (3) months of Client enrollment in the MatchDay Program would equate to three percent (3%) of the Salary.  For purposes of this provision, the term “Placement” means Client’s acceptance and start of any form of employment (W-2 or 1099) during the Term or within (6) months after expiration or termination of this Agreement for any reason (including, without limit, a full-time employment, part-time employment, consultant, or contractor position).  The Placement Fee will be paid in full by Client immediately upon Placement (or as otherwise agreed upon by MatchDay but in no event more than (30) days after Placement unless otherwise agreed upon by MatchDay in writing).  If Client is terminated within (60) days of the Placement for reasons beyond Client’s control, then MatchDay will extend the Membership for (60) days (“Termination Term”) and provide Representation (as defined in Schedule A) during the Termination Term for no additional charge; provided that the Placement Fee has been paid in full by Client.
  1. Term; Termination.  This Agreement will commence on the Effective Date with an initial term of (6) months therefrom (the “Initial Term”).  After the Initial Term, this Agreement shall automatically renew for (1) month on a recurring monthly basis (“Renewal Term”) (collectively, the “Term”).  This agreement will remain in effect unless either Party gives the other written notice of termination at least (60) days.  If Client elects to terminate this Agreement prior to the end of the Initial Term, Client will remain financially responsible for the fees set forth herein in consideration for the upfront and unpaid work by MatchDay inherent in performing the Services hereunder.  
  1. Non-Circumvention.  Client may seek, engage, or use any other third-party for purposes that are the same or similar to the Services hereunder, including, without limit, any recruiting or placement service; provided that Client will not, directly or indirectly, circumvent or attempt to circumvent, avoid, bypass or obviate the obligations created by this Agreement, to the detriment, or contrary to the business interests of MatchDay, including, without limit, to change, decrease, or avoid, directly or indirectly, payment of the Membership Fee or Placement Fee or any arrangement or relationship between MatchDay and potential employers or third-party contractors, brokers, or agents.  To that end, Client hereby agrees, to pay the Placement Fee due under Section 2 if it enters into any form of employment (including, without limit, a full-time employment, part-time employment, consultant or contractor position) during the Term and for a period of (6) months after termination of this Agreement.  The Parties acknowledge and agree that the obligations under this Section are reasonable given the upfront and unpaid work by MatchDay inherent in performing the Services for Client.
  1. Independent Relationship.  MatchDay and its employees, contractors, and agents will be acting as an independent contractor to Client, and nothing will be interpreted to imply or construe any other relationship including, without limit, employment, a partnership, or a joint venture. Neither Party will have the authority to bind the other. The Parties also acknowledge that MatchDay may and will represent other clients and employers, including, without limit, the employers that MatchDay may introduce to Client. Neither Party will be responsible for paying any taxes due by the other Party related to or arising out of the other Party’s activities under this Agreement, including, without limit, all federal, state and local personal and business income taxes, sales and use taxes, and other business taxes and licensing taxes. All costs and expenses incurred by either Party, if any, directly related to the Placement will be their sole responsibility unless otherwise expressly set forth herein.  
  1. No Legal Advice.  MatchDay expressly disclaims, and will not provide, directly or indirectly, through any employee, contractor or agent, any legal advice or counsel to Client in performance of the Services hereunder. 
  1. Assignment.  This Agreement will be binding upon and inure to the benefit of the Parties hereto and their successors and assign; provided that no Party hereto will assign, transfer, convey, or otherwise dispose of this Agreement or its obligations hereunder without the prior written consent of the other Party in each instance except MatchDay may assign or transfer substantially all of its rights and obligations under this Agreement without consent from Client to a subsidiary or affiliate or an acquirer of MatchDay’s assets to which this Agreement relates, whether by merger, acquisition, sale of assets or otherwise.
  1. Miscellaneous.  This Agreement is the entire agreement of the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof.  No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the Parties hereto. Any provision of this Agreement held to be illegal, invalid or unenforceable, will be severed and the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. The following Sections will survive any expiration or termination of this Agreement: Section 2 (Representation), and Section 4 (Non-Circumvention). This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute the same instrument. The Agreement may be executed and delivered electronically, by facsimile or PDF, any of which will have the same force and effect as original documents with original signatures.
  1. Code of Conduct.  Client hereby acknowledges and agrees to engage with MatchDay and its employees and agents in accordance with the Code of Conduct as follows:
  • Attendance: Client understands that he or she can schedule my 1-on-1 sessions with coaches from MatchDay and may cancel sessions if Client provides at least (24) hour notice to avoid counting the session as delivered. 
  • Responsiveness: Client understands that in normal circumstances he or she is expected to respond to emails from MatchDay support and the MatchDay Coach within (72) hours.  Client acknowledges and understands that if he or she is not responsive, it is difficult for MatchDay to deliver and support an effective program. Client agrees to notify MatchDay support or the MatchDay coach of any intention to take any extended break from the MatchDay Program. 
  • Task Completion: Client understands that he or she will have to complete job search tasks, which will be assigned by the MatchDay Coach based on a developed Job Search Plan, while going through the MatchDay Program.  Client may request the MatchDay Coach not to assign a specific task to me if it isn’t aligned with my Job Search Plan. 
  • No Harassment: Client acknowledges that MatchDay will not tolerate any form of harassment, verbal or physical conduct, designed to threaten or intimidate others, which includes, but is not limited to, the following: (i) verbal harassment, including comments that are offensive or unwelcome regarding a person’s nationality, origin, race, color, religion, gender, sexual orientation, age, body, disability or appearance, including epithets, slurs and negative stereotyping; or (ii) nonverbal harassment, including distribution, display, or discussion of any written or graphic material that ridicules, denigrates, insults, belittles or shows hostility, aversion or disrespect toward an individual or group because of national origin, race, color, religion, age, gender, sexual orientation, pregnancy, appearance, disability, sexual identity, marital or other protected status. 

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