Retained Search Agreement Template UK | Executive Retained Recruitment Contract
Retained search agreements protect both recruiters and clients when significant upfront fees are committed before a placement is made. Without a signed contract, disputes over retained fees, exclusivity obligations, and refund terms are common — and costly. A well-drafted retained search agreement should cover the fee structure across search stages, what happens if the client terminates early, and how expenses are handled. Under the Late Payment of Commercial Debts Act 1998, unpaid invoices automatically attract statutory interest, making clear payment milestones essential. If the recruiter operates as a limited company or sole trader, the contract should also reflect the commercial nature of the relationship to avoid any ambiguity over employment status. Whether you are a recruiter or an employer commissioning an executive search, generate a properly structured UK retained search agreement now.
Generate your Contract free →Enter your details below — see your contract update in real time
Get the full Contract
Complete AI generation with all clauses — jurisdiction-aware, ready to sign
Key clauses in a Contract
Retained Fee Payment Schedule
This clause sets out when each instalment of the retained fee is due — typically split across search initiation, shortlist delivery, and placement. Without explicit payment milestones, disputes over timing are common, and under the Late Payment of Commercial Debts Act 1998, interest at 8% above the Bank of England base rate applies automatically to overdue commercial invoices.
Exclusivity and Conduct Obligations
This clause confirms that the client will not instruct other recruiters to work the same vacancy during the retained period, which is the core commercial justification for charging an upfront fee. It should also reference compliance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003, which set baseline standards for how recruiters engage with clients and candidates.
Early Termination and Refund Terms
This clause defines what happens to retained fees already paid if the client cancels the search before a placement is made, including whether fees are fully earned, partially refundable, or credited against future searches. Clarity here prevents costly contractual disputes and ensures the recruiter is fairly compensated for work already completed under the search mandate.
Generate your Contract in 2 minutes
AI-powered. Jurisdiction-aware. No account required for your first contract.
Generate free →Frequently asked questions
Is a retained search fee legally enforceable if no placement is made?
Yes, provided the contract clearly states that the retained fee is charged for conducting the search process itself, not solely for achieving a placement. UK courts will generally uphold staged fees where the contract reflects genuine consideration at each milestone. The key is ensuring the agreement explicitly ties each payment to a deliverable, such as agreeing a brief, presenting a longlist, or delivering a shortlist.
Do retained search recruiters need to comply with the Conduct Regulations 2003?
Yes. The Conduct of Employment Agencies and Employment Businesses Regulations 2003 apply to most UK recruitment activity, including retained executive search. Recruiters must provide written terms to clients before undertaking a search and are required to confirm details of candidates put forward. Certain senior executive roles may qualify for an opt-out from specific provisions, but the written agreement must explicitly document that opt-out.
Can a retained search agreement include a rebate clause if the placed candidate leaves quickly?
Yes, and it is standard practice in UK executive recruitment. A rebate clause typically offers a free replacement search or a partial fee refund if the placed candidate leaves within a defined period, often three to six months. The rebate terms must be clearly drafted — including whether resignation versus dismissal triggers the clause — to avoid ambiguity if the guarantee period is disputed.
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.