Recruiting & Placement Agreement

RECRUITING AND PLACEMENT SERVICES AGREEMENT This Recruiting and Placement Services Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") between: SERVICE PROVIDER: Vertexx Network Contact: tiffanirey@vertexxnetwork.com CLIENT: The company or individual identified in the signature block below ("Client"). ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 1. SERVICES 1.1 Vertexx Network ("Vertexx") agrees to provide talent acquisition and recruiting services to Client, including but not limited to: sourcing, screening, and presenting qualified candidates for open positions designated by the Client. 1.2 Vertexx will present candidates that it reasonably believes meet the requirements specified by the Client. Client retains sole discretion to interview, evaluate, and hire any presented candidate. 1.3 Vertexx Network operates across four practice areas: Real Estate Development, Construction Workforce, Engineering & Architecture, and Software Development. Services under this Agreement apply to any and all practice areas unless otherwise specified in writing. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 2. PLACEMENT FEE 2.1 CONTINGENCY FEE STRUCTURE: Vertexx Network operates on a contingency basis. No fees are owed unless Client hires a candidate introduced by Vertexx Network. 2.2 PLACEMENT FEE RATE: Upon the hiring of a candidate introduced by Vertexx Network, Client agrees to pay a placement fee equal to: • PERMANENT PLACEMENTS: 15% (fifteen percent) of the candidate's first-year annualized base salary. • CONTRACT / TEMPORARY PLACEMENTS: 20% (twenty percent) of the total contract value, or an agreed-upon hourly markup rate. • EXECUTIVE / SENIOR-LEVEL PLACEMENTS (Director and above): 20% (twenty percent) of the candidate's first-year annualized total compensation (base + guaranteed bonus). 2.3 PAYMENT TERMS: Placement fees are due and payable within five to fourteen (5–14) days of the candidate's placement (first day of employment or engagement). Payment is processed securely via PayPal. 2.4 LATE PAYMENT: Invoices not paid within fourteen (14) days shall accrue interest at a rate of 1.5% per month on the outstanding balance. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 3. GUARANTEE AND REPLACEMENT 3.1 GUARANTEED REPLACEMENT: Vertexx Network guarantees a replacement candidate if the Client is unsatisfied. If a placed candidate voluntarily resigns, is terminated for performance reasons, or the Client is otherwise unsatisfied within ninety (90) days of the candidate's start date, Vertexx Network will conduct one (1) replacement search at no additional placement fee. 3.2 CONDITIONS FOR GUARANTEE: The guarantee is valid only if: (a) The Client has paid the original placement fee in full within the required payment terms. (b) The Client notifies Vertexx Network in writing within five (5) business days of the separation. (c) The position remains open and unchanged from the original job description. (d) The separation was not due to layoff, restructuring, or change in business conditions. 3.3 No refund of the placement fee will be issued under any circumstance. The replacement search is the sole remedy. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 4. EXCLUSIVITY AND NON-CIRCUMVENTION 4.1 NON-CIRCUMVENTION: Client agrees not to hire, engage, or contract directly or indirectly with any candidate introduced by Vertexx Network without payment of the applicable placement fee, for a period of twenty-four (24) months from the date of introduction. 4.2 This clause applies regardless of whether the Client initiates the hire or the candidate approaches the Client independently, provided the initial introduction was made by Vertexx Network. 4.3 A violation of this clause shall entitle Vertexx Network to the full placement fee plus reasonable attorney's fees and costs of collection. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 5. CONFIDENTIALITY 5.1 Both parties agree to keep confidential all non-public information shared in connection with this Agreement, including candidate resumes, compensation details, business strategies, and client hiring plans. 5.2 Client agrees not to share candidate profiles, resumes, or contact information with any third party without the prior written consent of Vertexx Network. 5.3 Candidate information shared by Vertexx Network is provided solely for the purpose of evaluating the candidate for employment with the Client. Any other use is strictly prohibited. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 6. CANDIDATE OWNERSHIP 6.1 If the Client has previously received or independently sourced the same candidate's information within the prior twelve (12) months and can demonstrate this in writing prior to Vertexx Network's introduction, no fee shall be owed for that candidate. 6.2 In the event of a fee dispute regarding candidate ownership, the burden of proof rests with the Client to demonstrate prior knowledge of the candidate. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 7. LIMITATION OF LIABILITY 7.1 Vertexx Network makes no warranty, express or implied, regarding the suitability, qualifications, or performance of any candidate presented. 7.2 Vertexx Network's liability under this Agreement shall not exceed the total fees paid by Client to Vertexx Network in the twelve (12) months preceding the claim. 7.3 Vertexx Network shall not be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 8. TERM AND TERMINATION 8.1 This Agreement is effective upon electronic acceptance and shall continue until terminated by either party with thirty (30) days written notice. 8.2 Termination does not relieve the Client of any fee obligations incurred prior to the termination date. 8.3 The non-circumvention obligations (Section 4) survive termination of this Agreement for twenty-four (24) months. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 9. GOVERNING LAW AND DISPUTE RESOLUTION 9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. 9.2 Any disputes arising under this Agreement shall be resolved by binding arbitration in Los Angeles County, California, under the rules of the American Arbitration Association (AAA). 9.3 The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ 10. ENTIRE AGREEMENT 10.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, or agreements. 10.2 This Agreement may only be modified by a written amendment signed by both parties. 10.3 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. 10.4 Electronic acceptance of this Agreement (including clicking "I Agree" or submitting a digital signature) shall constitute a legally binding signature for all purposes. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ By signing below (electronically), Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Recruiting and Placement Services Agreement.