Fees and Expenses

Client agrees to pay a placement fee to the Agency of 20% of the candidate's estimated total first year's compensation, including estimated commissions, bonuses, and any signing bonus. This fee is not subject to reduction even if the candidate's employment terminates.

Client will be obligated to pay this fee whenever:

1. A candidate referred to Client by the Agency is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by Client, its affiliates, parents, or subsidiaries; or

2. A candidate referred to Client by the Agency is referred by Client to another employer or recruiting firm and the candidate is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by such employer or through such recruiting firm.

For the purpose of paragraphs 1 and 2 above, the word "referred" means any manner or means of communication of a candidate's identity.

The Agency fee is earned if the Agency is a cause of a candidate accepting a position with Client, or any related company, in any capacity, as employee, consultant, or independent contractor.

If the first year's compensation of a candidate placed by the Agency exceeds the estimated compensation upon which the initial fee was based, the Agency shall be entitled to an additional fee derived from the 20% rate and such additional compensation. This additional fee shall be paid no later than 15 months following the candidate's first day of employment.

Client agrees to pay all reasonable pre-approved expenses incurred by the Agency related to placement services.

Payment Terms

Client agrees to pay all placement fees and related expenses within 14 days of the candidate signing the offer letter. Interest of 1% per month will be charged on unpaid fees more than 14 days past due. Client agrees to reimburse the Agency for all reasonable costs of collection, including attorney fees.

Confidentiality of Referrals

All candidate referrals made by the Agency are made on a confidential basis and Client shall hold the Agency harmless from any liability resulting from Client's unauthorized disclosure or misuse of information regarding any candidates or their candidacy.

Disclaimer

The Agency does not guarantee the performance of any candidate or the accuracy of information provided regarding a candidate, and disclaims any responsibility for claim, loss, or liability as a result of a candidate's acts or omissions. The Agency urges Client to conduct such investigations as it deems necessary to verify candidate information or to obtain such other information as it may deem relevant.