DSM Talent Managed

Services Agreement

Your Agency Deserves Better.
Your Agency Deserves Better.
Your Agency Deserves Better.
Your Agency Deserves Better.
Your Agency Deserves Better.
Your Agency Deserves Better.

This DSM Talent Managed Services Agreement (the “Agreement”) sets out the terms under which DSM Talent provides managed services and operational support for the Client’s assigned talent.

1. Parties and Eﬀective Date

This Agreement is entered into as of [Effective Date] by and between Design Source Media LLC, a Michigan limited liability company doing business as DSM Talent, with its principal place of business at 880 W Long Lake STE 225, Troy, MI 48098 (“DSM Talent”), and [Client Legal Company Name], a [corporation/limited liability company/other entity type] organized under the laws of [State/Country], with its principal place of business at [Client Address] (“Client”). DSM Talent and Client are each a “Party” and together the “Parties."

2. Talent Sourcing and Matching Services

DSM Talent provides recruitment and role-matching support to help the Client identify talent suited to its requirements. Recruitment services include:

Job description development
Sourcing candidates
Job analysis, including salary ranges for certain positions
Advice on candidate selection and engagement decisions
Resume validation
Reference checks

DSM Talent will review the Client’s role requirements, priorities, schedule, and reporting needs; present suitable candidates for the Client’s consideration; coordinate interviews, feedback, and selection communications; and support the transition from candidate selection to onboarding and assignment.

3. Managed Services and Operational Support

DSM Talent will provide Managed Services and Operational Support (the “Services”) for the Client through talent assigned under mutually executed Statements of Work. Services include:

Professional services provided by assigned talent
Onboarding coordination
Talent and Client check-ins
Invoice and payment administration
Issue escalation
Replacement or transition support
Client-Sponsored Add-Ons approved under this Agreement

4. Statements of Work

Each assignment will be documented in a mutually executed Statement of Work (“SOW”). The SOW will identify the assigned talent, role and service description, schedule, start date, reporting contact, talent base pay, approved Client-Sponsored Add-Ons, and other assignment-specific terms.

An SOW becomes part of this Agreement when both Parties sign it. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW identifies the specific provision being changed and states that the change applies only to that SOW.

5. Service Costs

On Sign Up: Engagement Fee of $1,299

Our engagement fee is your key to custom-tailored offshore staffing solutions. It covers the onboarding, personalized consultation, and a dedicated account manager to seamlessly integrate our skilled professionals into your operations. Boost your efficiency and productivity with us. Success starts with engagement!

Once signed up, this fee is non-refundable.

Initial Assignment Replacement Commitment

During the first thirty (30) calendar days of the initial assignment, the Client may submit written and documented concerns regarding role fit or failure to meet the requirements stated in the SOW.

DSM Talent will provide up to two additional replacement searches without charging another engagement fee. A replacement candidate must reasonably meet the documented requirements in the applicable SOW.

If DSM Talent cannot identify a suitable replacement after completing the two replacement searches, DSM Talent will refund the $1,299 engagement fee.

This commitment does not apply when the Client materially changes the role, required skills, service schedule, or compensation after the candidate-endorsement process has begun. It also does not apply when the Client has unpaid invoices, has materially breached the Agreement, or has created an unlawful, unsafe, discriminatory, or abusive service environment.

Monthly Talent Fee

The monthly talent fee covers professional services provided by the assigned talent under the service schedule stated in the applicable SOW. Talent base pay varies based on the role, required experience, service schedule, market conditions, and the selected professional.

For each assigned talent, the Client will pay:

Pricing component: Amount

DSM Talent fee, per assigned talent: USD 500 per month

Talent base pay: As stated in the applicable SOW

Client-Sponsored Add-Ons: As separately quoted and approved

Client-Sponsored Add-Ons are optional and are not included automatically. DSM Talent will provide a written quote, and the Client must approve it in writing before an add-on is included in an invoice.

Add-Ons may include health coverage, contractor support packages, retention allocations, or other sponsored coverage. The approved quote controls the add-on’s scope and price.

Performance Support and Replacement Assistance

If assigned talent materially fails to meet the documented role requirements or service standards in the applicable SOW, the Client must provide DSM Talent with timely written notice and specific examples of the concern.

DSM Talent will review the concern, coordinate feedback, and provide reasonable performance support. DSM Talent may establish a reasonable correction period or determine that a replacement is appropriate based on the circumstances.

If the assigned talent ends the assignment, becomes unavailable, or continues not to meet the documented SOW requirements after reasonable support, DSM Talent will begin a replacement search without charging an additional engagement fee.

Replacement timing depends on the role requirements, market availability, Client responsiveness, and transition needs. DSM Talent does not guarantee individual performance, continued availability, retention, a specific replacement date, or uninterrupted service.

6. Advance Invoicing and Payment

DSM Talent generates each invoice one month before the applicable service month. The invoice is due on the 16th day of the preceding month. For example, an invoice for September services is due on August 16.

This advance schedule supports timely talent payments and reduces disbursement delays. Unless an SOW or approved Add-On quote states otherwise, all fees are payable in United States Dollars.

Invoice disputes

If the Client disputes part of an invoice in good faith, the Client must notify DSM Talent in writing and explain the disputed amount. The undisputed portion remains due on the original due date. Only an unpaid, undisputed amount may trigger a service pause while the Parties work in good faith to resolve the dispute.

Payment suspension

If an advance invoice remains unpaid, DSM Talent may pause Services on the first day of the applicable service month. For example, if the September invoice remains unpaid on September 1, DSM Talent may pause September Services that day. No automatic late fee applies unless the Parties separately agree in writing.

For talent-payment administration, DSM Talent uses the USD-to-PHP market rate displayed by Google when conversion is processed, less PHP 1.00 per USD. If Google’s rate is unavailable, DSM Talent may use another reputable, publicly available USD-to-PHP market-rate source and applies the same PHP 1.00 adjustment. PHP amounts communicated before conversion are estimates only.

Conversion normally occurs on the 14th and 29th, and talent payments are processed on the 15th and 30th. DSM Talent administers talent payments based on amounts paid by the Client and the applicable SOW. The Client does not pay assigned talent directly.

7. Currency Conversion and Talent-Payment Administration

8. Independent Relationships

DSM Talent is an independent service provider. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Client and DSM Talent or between the Client and any assigned talent.

The Client may define desired results, deliverables, schedules, security requirements, and service standards, but this Agreement does not authorize the Client to treat assigned talent as its employee.

9. Intellectual Property

Upon full payment of all fees due for the applicable Services, DSM Talent will ensure that all rights, title, and interest in the final work product, code, designs, documents, and deliverables created specifically for the Client through assigned talent are assigned and transferred to the Client.

Pre-existing materials, tools, methods, and know-how remain the property of the Party or person that owned them before the engagement.

10. Confidentiality

We both agree to keep each other's business and technical secrets, well, secret. This includes anything confidential we learn about each other while working together. Even after our agreement ends, we'll keep this information to ourselves and only use it for purposes we've agreed upon.

11. Respectful and Non-Discriminatory Service Environment

DSM Talent and the Client will maintain a professional service environment free from unlawful discrimination, harassment, bullying, and retaliation for all personnel and assigned talent involved in the Services.

A person who experiences or observes prohibited conduct should report it promptly to DSM Talent and the Client’s designated contact. The Parties will cooperate in good faith to review and address reported concerns under applicable law, this Agreement, and their applicable conduct and escalation procedures.

Nothing in this Section creates an employment relationship between the Client and any assigned talent.

12. Non-Solicitation and Direct Engagement of Assigned Talent

During the term of this Agreement and for twenty-four (24) months after the end of the applicable SOW, the Client will not directly or indirectly employ, engage, contract with, or retain assigned talent outside the DSM Talent relationship without DSM Talent’s prior written consent.

If DSM Talent approves a direct engagement, the Client must pay DSM Talent a buyout fee equal to six (6) times the Client’s total monthly fees for the applicable assigned talent. The buyout fee is due before the direct engagement begins. For this purpose, total monthly fees include the assigned talent’s base pay, DSM Talent’s monthly service fee, and any recurring Client-Sponsored Add-Ons payable for that assigned talent.

Any approved direct engagement must be documented in writing and signed by authorized representatives of DSM Talent and the Client.

Duration of Agreement

This friendly agreement on our recruitment practices will last for 24 months after any project we complete together, showing our commitment to a positive and respectful business relationship.

13. Role Change Policy

Once the engagement fee has been paid, the Client may request a change to the role under the following conditions:

• The new role is directly related to the original role requested.

• The request is made before the endorsement phase begins.

The endorsement phase begins when candidates have been shortlisted and their profiles have been sent to the Client for review.

If the Client requests a role change that does not meet the conditions above, a new engagement fee may be required and DSM Talent may require the Client to begin a new engagement for the new role.

All role-change requests must be submitted in writing and approved by DSM Talent. An approved change becomes effective on the date DSM Talent approves it. A role change may affect the original staffing timeline; DSM Talent will notify the Client of any adjustment as soon as the change is approved.

The engagement fee is non-refundable. If the Client cancels the engagement after the engagement fee has been paid and DSM Talent cannot accommodate the requested role change under this policy, no refund will be issued. If a role change is approved, DSM Talent will provide replacement candidates who meet the updated role requirements; the Client acknowledges that additional sourcing time may be required.

14. Replacement or Transition Support

DSM Talent will coordinate reasonable replacement or transition support if assigned talent resigns, becomes unavailable, or does not meet documented role requirements. Timing depends on role requirements, market availability, Client responsiveness, and transition needs. Any assignment change must be documented in a new or amended SOW.

15. Indemnification

DSM Talent will indemnify, defend, and hold harmless the Client and its officers, directors, and employees from third-party claims, damages, liabilities, and reasonable expenses arising from DSM Talent’s gross negligence or willful misconduct, or a claim that final deliverables created specifically for the Client infringe a third party’s intellectual property rights.

The Client will indemnify, defend, and hold harmless DSM Talent and its officers, directors, employees, and assigned talent from third-party claims, damages, liabilities, and reasonable expenses arising from the Client’s gross negligence or willful misconduct, or from materials, data, instructions, or tools supplied by the Client that infringe a third party’s rights.

16. Limitation of Liability

Except for confidentiality or indemnification obligations, neither Party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, data, or business opportunity.

DSM Talent’s aggregate liability arising from this Agreement will not exceed the total fees paid by the Client to DSM Talent during the three (3) months immediately before the event giving rise to the claim.

17. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate this Agreement or an active SOW for any reason by giving thirty (30) days’ prior written notice.

Either Party may terminate this Agreement or an affected SOW for material breach if the other Party does not cure the breach within fifteen (15) days after written notice. Termination does not excuse payment for Services performed, committed Add-On costs, or other undisputed amounts incurred through the effective termination date. Sections intended by their nature to survive termination will survive.

18. Governing Law

This Agreement is governed by the laws of the State of Michigan, United States, without regard to conflict-of-law principles. The state and federal courts located in Oakland County, Michigan have exclusive jurisdiction over disputes arising from this Agreement, and each Party consents to that jurisdiction.

19. General Terms

This Agreement, its executed SOWs, and approved Add-On quotes are the entire agreement between the Parties regarding the Services and supersede prior discussions on the same subject.

Any amendment or waiver must be in writing and signed by authorized representatives of both Parties. The Client may not assign this Agreement without DSM Talent’s prior written consent, except in connection with a merger or sale of substantially all relevant assets. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue in effect. Notices must be sent to the addresses or emails stated in this Agreement or the applicable SOW. This Agreement may be signed electronically and in counterparts, each treated as an original and together forming one instrument.

Last Version Update: 20260804

Built to Scale.
Powered by People.

EXPLORE

TELL US YOUR NEEDS

SOCIALS