Recruiting & Placement Services Agreement

VERTEXX NETWORK

Recruiting & Placement Services Agreement

This Recruiting & Placement Services Agreement (the “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between:

Vertexx Network LLC, a Long Beach, California-based technical recruiting and executive placement firm (“Vertexx,” “Agency,” or “Recruiter”), with its principal place of business in Long Beach, California; and the company posting the job listing (“Client”).

Vertexx and Client may each be referred to individually as a “Party” and collectively as the “Parties.”

1. Services

Vertexx shall provide technical recruiting and executive search services to Client, including identifying, screening, and referring qualified candidates (“Candidates”) for open positions designated by Client (each, a “Role”). Vertexx specializes in fintech, digital assets, construction, engineering, architecture, and technology trades. Vertexx acts as an independent contractor and not as an employee or agent of Client. All hiring decisions remain solely with Client.

2. Placement Fees

For each Candidate presented by Vertexx who is hired by Client (the “Hired Candidate”), Client agrees to pay Vertexx a placement fee equal to twenty percent (20%) of the Hired Candidate’s first-year annual base salary. The placement fee is due and payable within thirty (30) days of the Hired Candidate’s start date. All fees are exclusive of applicable taxes. If Client hires a Candidate for a different Role than originally presented within twelve (12) months of the initial referral, the same placement fee shall apply.

3. Guarantee Period

Vertexx provides a ninety (90) day replacement guarantee. If a Hired Candidate resigns or is terminated for cause within ninety (90) days of their start date, Vertexx will provide a replacement candidate at no additional placement fee, provided the original placement fee was paid in full and in a timely manner. This guarantee does not apply if the Candidate is terminated due to Client’s reduction in force, change in business strategy, or reasons unrelated to the Candidate’s performance or qualifications.

4. Confidentiality

Both Parties agree to maintain the confidentiality of all information shared during the term of this Agreement, including candidate resumes, interview details, compensation structures, and proprietary business information, and will use such information solely for the purpose of the services contemplated herein. This obligation shall survive the termination of this Agreement for a period of three (3) years.

5. Non-Circumvention

Client agrees not to circumvent Vertexx by directly or indirectly hiring, engaging, or referring any Candidate introduced by Vertexx without paying the applicable placement fee, for a period of twelve (12) months from the date of the initial referral. Any breach of this provision shall entitle Vertexx to the full placement fee plus reasonable collection costs.

6. Term and Termination

This Agreement shall remain in effect until terminated by either Party with thirty (30) days written notice. Any obligations arising from placements made prior to the date of termination shall survive the expiration or termination of this Agreement.

7. Warranties and Disclaimers

Vertexx warrants that it will perform its services in a professional and workmanlike manner. Vertexx does not guarantee the qualifications, background, character, or suitability of any Candidate, nor does it guarantee that any Candidate will accept an offer or remain employed. Client is solely responsible for conducting its own background checks, reference checks, interviews, and verification of work authorization prior to making a hiring decision.

8. Indemnification

Client agrees to indemnify and hold harmless Vertexx Network LLC, its officers, directors, and employees from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to Client’s hiring decisions, employment relationships, job postings, or breach of this Agreement.

9. Limitation of Liability

Vertexx’s total liability under this Agreement shall not exceed the placement fee actually paid by Client for the specific placement giving rise to the claim. In no event shall Vertexx be liable for indirect, incidental, consequential, or punitive damages.

10. Governing Law

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 principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

11. Electronic Signature

By typing your full legal name and drawing your signature through the Vertexx Network platform, you acknowledge that you have the authority to bind the Client company, that you have read and agree to all terms of this Agreement, and that your electronic signature has the same legal force and effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended only in writing signed by both Parties.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of electronic signature recorded through the Vertexx Network platform.

VERTEXX NETWORK LLC
By: Authorized Representative
Date: ________________

CLIENT
By: [Electronic signature recorded at job submission]
Date: [Date of job posting submission]