Terms of Service
Scope of Engagement & Acceptance
These Terms of Service ("Terms") govern your access to and engagement with Edgewater Associates, LLC ("Edgewater," "we," "our," or "us"), our digital platform at edgewaterassociatesllc.com, our Vacancy Cost Calculator, and our executive search and philanthropic advisory services.
By initiating a search inquiry, submitting a candidate dossier, utilizing our financial calculators, or executing a custom Search Agreement, you acknowledge and agree to be bound by these Terms and our strict standards of professional confidentiality.
100% Performance Contingency Model
Edgewater Associates operates on a performance-contingent search model for philanthropic advancement leadership (including Chief Advancement Officers, Chief Development Officers, Major Gifts Directors, and Campaign Leaders):
- Zero Upfront Retainers: Client institutions incur zero search placement fees until an executive candidate presented by Edgewater is formally hired and begins employment.
- Placement Fee Structure: Search placement fees are established as a standard percentage of the placed candidate's first-year base salary, as formally executed in the client's individual Search Engagement Letter.
- Advisory Services: Specialized non-recruiting consulting (including advancement team restructuring, capital campaign audits, and board major gift training) is billed separately on a transparent Fee + Expense schedule agreed upon in advance.
12-Month Candidate Representation & Non-Circumvention (Tail Period)
To protect the proprietary search efforts, executive introductions, and extensive candidate vetting conducted by Edgewater Associates:
- Proprietary Candidate Introductions: All candidate dossiers, executive profiles, resumes, and candidate identities submitted or introduced to a client institution, board member, search committee, or institutional representative constitute the exclusive confidential introduction of Edgewater Associates.
- 12-Month Non-Circumvention Tail Period: If a client institution, its affiliates, foundations, subsidiary boards, or governing entities hires, engages, contracts, or retains any candidate presented by Edgewater Associates within twelve (12) months following the date of initial presentation or last transmission of candidate materials, the client institution shall be fully liable for and shall immediately remit the full search placement fee to Edgewater Associates.
- Universal Role Scope: The 12-month representation tail applies regardless of whether the presented candidate is hired for the original search specification, an alternative executive position, a newly created advancement post, an interim advisory role, or an independent consulting engagement within the institution or its affiliated foundations.
- Prohibition of Third-Party Referrals: Client institutions and search committees are strictly prohibited from forwarding, circulating, or referring Edgewater candidate materials to third-party institutions, peer universities, search partners, or sister foundations in order to circumvent placement fee obligations.
100-Day Executive Onboarding & Retention Guarantee
To address the industry-wide crisis of fundraiser turnover (where Chief Development Officers frequently depart after 18 months), all placements conducted by Edgewater Associates include our signature onboarding warranty:
- Structured Onboarding Touchpoints: Managing Principal Brian Utley personally conducts structured milestone alignment sessions with both the hired executive and the CEO/Board Chair at Days 30, 60, and 90.
- Agreed Duration Retention Guarantee: In the rare circumstance that a placed executive separates from the organization during the agreed warranty period, Edgewater will initiate an immediate replacement search without additional placement fees, as detailed in your Search Agreement.
Mutual Non-Disclosure & Confidentiality
All parties agree to strict mutual non-disclosure:
- Institutional Confidentiality: Edgewater protects all strategic board priorities, annual fundraising targets, donor segmentation models, and executive compensation terms shared by hiring institutions.
- Candidate Confidentiality: Client institutions and search committees agree not to disclose, circulate, or copy candidate dossiers outside of authorized search committee members, and shall never contact a candidate's current employer without prior written authorization.
Intellectual Property & Diagnostic Tools
All proprietary frameworks, methodologies, articles, and interactive digital software—including the Cost-of-Vacancy Diagnostic Algorithm and Advancement Intelligence articles—are the exclusive intellectual property of Edgewater Associates, LLC and its digital infrastructure partner, Developum AI Engine.
Users are granted a limited, non-exclusive license to use the website diagnostic calculator for internal budgeting and search planning purposes. Commercial reproduction or unauthorized scraping of our software is strictly prohibited.
Limitation of Liability & Governing Law
The services and diagnostic calculators on this website are provided for institutional planning and executive advisory purposes. While Edgewater conducts rigorous background and portfolio verification, final hiring decisions, employment offers, and donor stewardship remain the ultimate fiduciary responsibility of the hiring institution's governing board.
These Terms and any Search Engagement Agreements shall be governed by and construed under the laws of the State of Illinois (Cook County), without regard to conflict of law principles.
Direct Inquiries & Engagement Office
To execute a search engagement or review specific contractual terms, please contact Brian Utley:
Attn: Brian Utley, Managing Principal
Evanston, IL 60201
Direct Desk: (773) 270-1230
Email: edgewaterassociates@comcast.net / brian@edgewaterassociatesllc.com