Terms of use

Terms and Conditions – Contractor

1. “Candidate”. A “Candidate” shall refer to any individual previously known to De Novo Review (“De Novo”) or who is a member of any De Novo network whom De Novo identifies as a potential match for a temporary position or project for which Employer initiated a search.
2. Position Search Request.  Each position or project search is initiated by Employer completing a Position Search Request on our website including the position title, anticipated length of engagement, schedule details (if applicable), minimum qualifications and other candidate screening criteria, and other relevant details.  A search will not begin until Employer has provided position or project type, candidate screening details, and business and personal contact information for both the hiring decision maker and another person who can serve as a point of contact.
3. Candidate Submission, Review and Selection.  Unless the Employer selects ad hoc staffing (in which De Novo selects the Candidate for the Employer), De Novo will submit Candidate contact information, profiles, CVs, or resumes to Employer and Employer will have the option to schedule interviews with those Candidates.  De Novo will use reasonable efforts to coordinate interviews and facilitate Employer screening of Candidates.  Employer agrees to respond to notifications within 48 hours and to decide whether to interview a submitted Candidate within 48 hours of submission of that Candidate’s biography.  Employer agrees that once an interview is scheduled, it may only be rescheduled or canceled with at least 24 hours’ notice.  Employer agrees to inform De Novo within twenty-four (24) hours of any status change to positions or projects for which Employer has requested a search.  De Novo shall have the right to terminate Employer’s position search request if these policies are violated.
4. Engagement Types and Payment. Fees will be established on a case-by-case basis after a position search is initiated.
   i. Ad hoc Projects: If Employer selects an ad-hoc engagement for a finite project, De Novo will provide an estimate for the project to be paid by Employer before work begins.
   ii. Flexible Schedule: If Employer selects a dedicated Candidate (in which the Candidate is selected by Employer from Candidates supplied by De Novo) for either a finite project or ongoing engagement without a set schedule, Employer agrees to pay a monthly retainer and De Novo will pay the dedicated Candidate an on-call fee to ensure their availability to complete Employers’ projects.
   iii. Set Schedule: If Employer selects a dedicated Candidate for either a finite project or an ongoing engagement with a set schedule (e.g., Candidate is required to work from 9AM to 5 PM, Monday through Friday), Employer agrees to pay for that schedule regardless of the amount of work provided to the Candidate and De Novo will compensate the Candidate for all scheduled hours.
5. Schedule Changes, Cancellation, Re-staffing.  Schedule changes for set-schedule engagements require seven (7) days’ notice.  Should Employer be dissatisfied with Candidate performance, De Novo shall have two (2) weeks to conduct a search and present alternative Candidates to Employer to restaff the project or position.  Employer must use good faith in evaluating replacement Candidates.  If De Novo is unable to provide suitable replacement Candidates, the contract may be canceled.  All fees are earned on receipt and non-refundable.
6. Emergency Projects.  Under normal circumstances, De Novo will not accept projects with fewer than seven (7) days remaining before the relevant deadline.  For emergency projects with shorter timetables, and emergency surcharge will apply.  De Novo will not accept any project with fewer than forty-eight (48) hours remaining before the relevant deadline.
7. Project Management.  De Novo does not manage or oversee Candidate work or work product and does not provide a remote work environment or any work equipment, subscriptions, licenses or memberships for any Candidate.  Employer may request, using the process outlined herein, project manager Candidates to assist with these aspects of Candidate work.
8. Release.  De Novo does not represent you or your clients.  You must review, approve, and adopt as your own any work completed by De Novo Candidates.  You release and indemnify De Novo and De Novo Candidates against malpractice or other liability that may result from use of work rendered. De Novo is not responsible for the quality of the work and does not make any warranties or guarantees.  De Novo does not offer legal representation, legal advice, legal opinions, recommendations, referrals, or counseling.  Users, including Candidates, are not the employees or agents of De Novo.  De Novo is not an attorney referral service or employment agency. While De Novo uses reasonable efforts to confirm that attorney Candidates are licensed attorneys in good standing in their respective jurisdictions and have not been disbarred or suspended by any state bar, we do not make any warranty, guarantee, or representation as to the foregoing or as to the legal ability, competence, quality, or qualifications of any Candidate. De Novo does not represent, warrant, or guarantee that Candidates are covered by professional liability insurance.  Use of our website or of any De Novo service does not create an attorney client relationship with De Novo.
9. Non-Solicitation.  For a period of two (2) years from this date, Employer agrees not to solicit for employment any Candidate of whom Employer becomes aware by visiting our website or through email or other communication from De Novo.  If you choose to hire any of such Candidate outside the De Novo process, you agree to pay De Novo a fee of $35,000 or 35% of the Candidate’s first years’ compensation, whichever is greater.
10. Confidentiality/Non-Disclosure. The parties agree to keep confidential and to not use, copy or disclose, directly or indirectly, to any third party any proprietary information of the other party, without the prior written consent of a duly authorized officer of such party. All information relating to a Candidate is provided on a confidential basis and Employer is responsible for preventing the unauthorized disclosure or misuse of information regarding any candidates or their candidacy. Each party shall use confidential or proprietary information solely in connection with the negotiation, performance and fulfillment of Services hereunder. All confidential or proprietary information of either party shall remain the property of such party. Each party shall take all necessary and reasonable action, by instruction, agreement or otherwise, with its employees, agents and subsidiaries to satisfy its obligations hereunder with respect to confidentiality, non-disclosure and limitation of use of proprietary information. Each party’s obligations under this Agreement with respect to confidentiality and non-disclosure shall survive the termination of this Agreement. For the purposes of this Agreement, confidential information shall include, but is not limited to trade secrets, business plans, policies, finances, corporate developments, products, pricing, sales, computer software, source code, object code, technology systems, services, procedures, transactions, suppliers, prospects, customers and all non-public information and material relating to the business of each party. The parties acknowledge and agree that damages will not be an adequate remedy in the event of a breach of either party’s obligations under this Section. Each party therefore agrees that the other party shall be entitled (without limitation of any other rights or remedies otherwise available to such other party and without the necessity of posting a bond) to obtain an injunction from any court of competent jurisdiction prohibiting the continuance or recurrence of any breach of this Section.
11. Other Engagements. Nothing in this Agreement shall preclude De Novo from entering into similar agreements with other parties. In addition, Employer acknowledges and agrees that De Novo may, concurrent with engagements undertaken for Employer and in the future, execute other non-Recruiting service agreements with Employer or with other persons or entities whose business or products may be similar to or competitive with the business or products of Employer.
12. Choice of Law: Any action to interpret and enforce this agreement shall be brought in Miami-Dade County, Florida. The Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of law provisions thereof. The Employer irrevocably submits to personal jurisdiction before a court of competent jurisdiction in Miami-Dade County, Florida, and agrees not to assert, by way of motion, as a defense or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced by such court or that the court lacks personal jurisdiction over them.
13. Enforcement Actions. In connection with any dispute or litigation arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred, including attorneys’ fees and costs for litigation in any bankruptcy proceedings and at all trial and appellate levels. Both parties irrevocably waive their rights to a trial by jury in any action, suit or proceeding involving this agreement and agree that any such matter will be tried before a judge.