Executive Search Contract Template UK | C-Suite and Senior Hire Agreement
Placing a C-suite or senior executive without a watertight terms of business exposes recruiters to disputed fees, poached candidates, and rebate arguments that can run into six figures. An executive search contract sets out your fee structure, exclusivity terms, off-limits clauses, and refund policy before a single search brief is accepted. For UK recruiters, the agreement must also address payment terms consistent with the Late Payment of Commercial Debts Act 1998, which entitles you to statutory interest on overdue invoices, and should clarify whether the engagement sits outside IR35 under Chapter 10 of ITEPA 2003 if contractors are involved in the delivery. Getting these terms agreed in writing at the outset protects both the recruiter and the client. Generate your executive search contract now.
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Key clauses in a Contract
Fee Structure and Invoicing
This clause defines how the recruiter's fee is calculated — whether as a percentage of total remuneration, a fixed retainer, or a staged payment schedule tied to search milestones. Under the Late Payment of Commercial Debts Act 1998, specifying a clear payment due date in the contract entitles the recruiter to claim statutory interest at 8% above the Bank of England base rate on any overdue balance, making precise invoicing terms essential.
Exclusivity and Off-Limits
This clause restricts the client from running a parallel search through another agency during the agreed exclusivity window, and prevents both parties from approaching each other's placed candidates or key staff for a defined period post-placement. Without this provision, recruiters have limited recourse under English contract law if a client side-steps the process, as there is no statutory protection specifically covering fee circumvention in recruitment.
Guarantee Period and Rebate Terms
This clause sets out the conditions under which a fee rebate or replacement search is offered if the placed candidate leaves within a specified period, typically 30 to 90 days for senior hires. It should clearly define what triggers the guarantee — resignation versus dismissal versus redundancy — because ambiguity here is the most common cause of fee disputes in retained executive search, and English courts will construe unclear rebate clauses against the party seeking to rely on them under the contra proferentem rule.
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Generate free →Frequently asked questions
Can I charge a retainer upfront as part of an executive search engagement in the UK?
Yes. A retained search model, where the client pays a proportion of the fee upfront and the remainder on placement, is entirely enforceable under English contract law provided the terms are agreed in writing before work begins. You should specify in the contract whether the retainer is refundable if the search is terminated early, as courts will not imply a right to a refund if the contract is silent on this point.
What happens if a client hires a candidate I introduced but claims they found them independently?
Your executive search contract should include a clear introduction clause that defines the moment of introduction — typically when a CV or candidate profile is first shared — and states that the fee is payable regardless of how the hire was ultimately concluded. UK courts have upheld recruiter fee claims in cases like RPC Legal v AstraZeneca where the chain of causation between introduction and hire was clearly documented, so maintaining a written record of every candidate submission is essential.
Do executive search terms of business need to be signed before I start work to be enforceable?
Ideally, yes — a countersigned agreement before commencing any search activity gives you the clearest evidence of a binding contract under English law. However, UK courts have recognised that terms of business can become binding through conduct, for example where a client accepts a search brief and engages in the process without objecting to the terms sent. To avoid any argument, always send terms in writing and follow up to confirm acceptance before investing time in the assignment.
The information on this page is for general informational purposes only and does not constitute legal advice. Contracto generates AI-assisted contract templates — they are not a substitute for advice from a qualified solicitor. For high-value or complex engagements, always seek independent legal review.