The document outlines the policies and agreement for search firms representing ConAgra Foods. Key points include: 1. Search firms must comply with ConAgra's equal opportunity policies and provide diverse candidate slates. 2. Search firms will have access to confidential ConAgra information and must safeguard it. 3. The agreement defines the relationship as independent contractors and outlines responsibilities like background checks, candidate ownership periods, and fees.

1. EMPLOYMENT SEARCH FIRM AGREEMENT
As a ConAgra representative, search firms are required to comply with the following equal employment opportunity policy and undertake all ConAgra
Foods assignments without restrictions to race, color, national origin, gender, age, religion, disability, pregnancy status, veteran status, actual or
perceived sexual orientation, and/or any other status protected by law. Also, search firm will provide candidate slates that include, among other fully
qualified individuals, fully qualified women and/or minority candidates.
ConAgra Foods, as a matter of principle and in becoming America’s Favorite Foods Company, is committed to a workforce and work environment that
reflects and embraces the diversity of thought, ethnicity, race, gender, lifestyles, physical abilities, age, life experiences and work styles represented
amongst its plant employees, the communities where it operates, its consumers and customers, and its supplier base.
In addition, as our company representative, you acknowledge your confidentiality requirements as follows:
In consideration for providing recruitment services to ConAgra Foods or any of its subsidiaries or affiliates, you acknowledge that in the course of
business search firm may have access to ConAgra Foods’ confidential information. Confidential information is composed of information about ConAgra
Foods’ business and/or customers, which is not available to the general public and is obtained by you in the course of providing recruitment services to
ConAgra Foods. This includes, but is not limited to, information about ConAgra Foods’ products or processes, including ideas, research, techniques,
discoveries, concepts, projections, technologies, manuals, drawings, designs, specifications and all resumes, papers, records, and other documents
containing such confidential information.
Confidential information is specialized, unique in nature and of great value to ConAgra Foods. Search firm hereby agrees not to disclose any
confidential information, directly or indirectly, or make use of any confidential information except in the course of providing recruitment services to
ConAgra Foods. Search firm also agrees to safeguard confidential information at all times so that it is not made available to unauthorized persons and
to continue to safeguard all confidential information at all times in accordance with this policy. Search firm hereby acknowledges that the search firm
employees who are involved in the recruitment services for ConAgra Foods have been informed of and agree to abide by these confidentiality terms. At
the conclusion of our relationship, search firm agrees to deliver all materials containing ConAgra Foods confidential information including notes and
personal files, to ConAgra Foods.
Search firm understands that this agreement does not and should not be construed as creating any employer-employee relationship.
In addition, to become a ConAgra Foods preferred vendor you will acknowledge and agree to abide by the following ConAgra Foods human resources
search firm policies:
1. ConAgra Foods Recruiting Department is the official contact point for all communication with respect to ConAgra Foods position openings.
ConAgra Foods will not honor candidate ownership and therefore any implied promise to pay unless a candidate is submitted to and acknowledge
by the ConAgra Recruiting Department as a qualified candidate for a specified and defined position.
2. Search firm will designate one representative to handle all contact with ConAgra Foods with respect to specific functional openings.
3. Resumes sent by search firm to ConAgra Foods will address specific openings. Search firm’s cover letter for each resume will specify the listed
position they are submitting the search firm candidate for and candidate’s salary history.
4. ConAgra Foods agrees to a professional fee arrangement of 25% of estimated first year cash compensation. Professional fees are paid on a
contingent basis upon the successful hire of a candidate recognized as presented by the contracted firm(s). For calculation purposes, estimated
first year cash compensation is defined as base salary and first year target bonus. ConAgra Foods does not include any one-time or “sign-on”
bonus into the professional fee calculation.
5. ConAgra Foods defines candidate ownership as a twelve month commitment. ConAgra agrees to pay a fee to search firm with the standard
professional fee arrangement for one-year following the date of candidate submission and acknowledgement. Should a previously submitted
candidate be hired after the candidate ownership expires ConAgra Foods is under no obligation to compensate search firm. Search firm agrees to
follow the highest degree of ethics and integrity.
6. If the candidate search firm present has already been presented by another firm or is in our database, ConAgra Foods will notify search firm in a
timely manner and we reserve the right to decline your submission.
7. As a strategic partner, search firm agrees that any residual hire made within 12 months of candidate submission will be billed at the standard rate of
25% of first year’s base salary only. The payment for the services rendered will be net Sixty (60) days from receipt of invoice.
8. If the candidate terminates his or her employment through no fault of the employer or is terminated (except due to downsizing) within ninety (90)
days after the candidate begins employment, ConAgra Foods shall be entitled, at its option, to receive a full refund of the placement fee paid for
such candidate or a replacement candidate at no additional charge. In the event that ConAgra Foods elects to receive a replacement candidate,
such replacement candidate is subject to a ninety (90) day employment guarantee, as set forth above.
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2. 9. Independent Contractors. The relationship between ConAgra and Provider is an independent contractor relationship and, as such:
a. Neither search firm nor any employee of search firm is or shall be deemed an employee of ConAgra for any reason.
b. Neither search firm nor any employee of search firm is or shall be deemed entitled to any incident or benefit of employment with
ConAgra for any reason, including, but not limited to, unemployment compensation, workers’ compensation benefits, and/or any
other benefit to which ConAgra employees are entitled.
c. Except as expressly provided by ConAgra, search firm and its agents do not have any authority--whether real or apparent--to enter
into contracts or agreements by or on behalf of ConAgra and shall not act as an agent or representative of ConAgra.
d. Search firm shall be solely responsible for the health, welfare, and safety of its employees and/or its own contractors in providing
Services under this Agreement, shall be solely responsible for any and all claims by its employees and/or its own contractors that
arise from the provision of Services under this Agreement, and shall indemnify and hold ConAgra harmless for and against any and
all claims (including but not limited to costs and attorney’s fees incurred) by or on behalf of its employees and/or its own contractors
that arise from the provision of Services under this Agreement.
e. Search firm shall be solely responsible for paying its employees and/or its own contractors for work performed in providing Services
under this Agreement and/or for any and all taxes, deductions, and withholdings applicable to such payments, including--to the
extent applicable--indemnifying and holding ConAgra harmless for any and all taxes, fees, and/or penalties with which it is assessed
related to any payments made under this Agreement or by search firm to its employees.
f. Upon reasonable request by ConAgra, search firm shall furnish evidence that it is insured as required by law--including but not
limited to for work related injuries--and that it has any applicable licenses and/or certifications required to provide Services under this
Agreement.
g. search firm is solely responsible for paying any and all income or other taxes due and owing as a result of any payment it receives
for providing Services under this Agreement and shall indemnify and hold ConAgra harmless for and against any and all taxes, fees,
and/or penalties with which it is assessed as a result of search firm’s failure to pay such taxes.
h. If, at any time, any employee and/or contractor and/or former employee and/or contractor of search firm claims ConAgra is his/her
employer and/or attempts to hold ConAgra responsible as his/her employer, then search firm shall indemnify ConAgra from any and
all claims, including, but not limited to, for legal fees and costs incurred in defending such a claim and/or any resulting judgment
and/or verdict in favor of the employee and/or contractor and/or former employee and/or contractor alleging the claim.
10. Screening, Approval, and Removal of Personnel. To ensure the safety and security of ConAgra’s worksites, as well as the quality of services provided by
search firm, search firm agrees:
a. to engage in an equal level of background screening of search firm’s personnel as ConAgra engages in as part of its regular
business practices and procedures. Further, search firm agrees that if any of search firm’s contractors and/or employees’
background reports do not meet the same criteria ConAgra requires as part of its regular business practices and procedures, search
firm will not place any of said contractors and/or search firm’s employees into service with ConAgra.
b. that if, for any reason, ConAgra is dissatisfied with any Personnel performance of his/her contractual duties at any time during the
term of this Agreement, then search firm will immediately remove such Personnel and to provide a suitable replacement within five
(5) days, unless otherwise agreed to by the parties.
c. except as set forth above, it shall not remove or replace any contract Personnel during the term of any SOW without ConAgra’s prior
written consent, which consent shall not be unreasonably withheld.
11. Search firm agrees to not directly solicit any current ConAgra employee while under contract with ConAgra Foods and for 90 days following final
payment of the professional fee. Search firm agrees to not recruit out a successful placement for which it has received any professional fee for the
duration of that placements employment by ConAgra Foods.
12. This Agreement will be in effect for 24 months from date of signature or unless either party cancels pursuant to the applicable terms and conditions
above.
Please acknowledge your understanding of and agreement with these policies by signing and returning a copy to me.
Agreed to and accepted on behalf of (Print Name of Company): ____________________________________________________________________
Company Representative ConAgra Foods, Inc. Representative
____________________________________________ ____________________________________________
Signature Signature
____________________________________________ ____________________________________________
Name (Print) Name (Print)
____________________________________________ ____________________________________________
Title Title
____________________________________________ ____________________________________________
Date Date
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Revised 1/16/09