Standard Terms for Direct-Hire Recruiting

01

Scope of services

Yossi Piekarski (the “Recruiter”) will identify, approach, evaluate, and introduce candidates for direct employment or other engagement by the client identified in the applicable Search Authorization (the “Client”). Unless the Search Authorization says otherwise, the search is non-exclusive, and neither party guarantees that a hire will be made.

Recruiter may rely on role, compensation, location, interview-process, and company information supplied by Client. Material changes to the search may require a written update to the Search Authorization.

02

Candidate introductions

An “Introduction” occurs when Recruiter first provides Client with a candidate’s name, profile, résumé, contact information, or other information reasonably sufficient to identify the candidate. Each introduced candidate remains attributed to Recruiter for 12 months from the Introduction date.

Client must notify Recruiter in writing within two business days if the candidate was already in an active hiring process with Client during the 90 days before the Introduction. The notice must identify the prior process and its most recent substantive contact. If Client does not provide timely notice, the Introduction will be treated as Recruiter’s for purposes of the Agreement.

A Placement Fee is due if, during the 12-month attribution period, Client or any parent, subsidiary, affiliate, successor, or business introduced by Client hires or engages the candidate in any role, whether as an employee, contractor, consultant, advisor, or through a third party.

03

Fees

The placement fee, minimum fee, engagement fee, and any search-specific pricing are stated in the applicable Search Authorization (collectively, the “Fees”). For percentage-based Fees, “first-year base cash compensation” means the candidate’s annualized base salary or guaranteed base cash compensation at the start of the engagement, excluding discretionary bonus, commission, equity, benefits, and reimbursements unless the Search Authorization expressly states otherwise.

Any engagement fee is non-refundable, is earned when the search begins, and will be credited against the Placement Fee for that search unless the Search Authorization states that it is waived.

04

Invoicing and payment

The Placement Fee is earned when Client and an introduced candidate agree to an employment or other engagement relationship. Recruiter will invoice the Placement Fee on the candidate’s start date, and payment is due within 15 calendar days after that date. Client will notify Recruiter promptly of any offer, acceptance, engagement, start date, compensation change, or hire involving an introduced candidate.

Overdue undisputed amounts may accrue interest at the lesser of 1% per month or the maximum rate permitted by law. Client is responsible for reasonable third-party collection costs incurred to recover overdue undisputed Fees.

05

90-day replacement search

If an introduced candidate resigns or Client terminates the candidate for documented performance or conduct reasons within 90 calendar days after the start date, Recruiter will conduct one replacement search for the same role without an additional Placement Fee.

The replacement applies only if all invoices were paid when due and Client gives written notice within five business days after the employment ends. It does not apply when the departure results from a layoff, restructuring, role elimination, material change in duties, compensation, work location, reporting line, company control, unlawful or discriminatory conduct, or Client’s breach of its agreement with the candidate.

The remedy is a replacement search, not a refund or credit. If Client hires a replacement at higher first-year base cash compensation, Client will pay only the corresponding difference in the Placement Fee. The replacement search expires if Client pauses it for more than 30 days or does not reasonably participate in the replacement process.

06

Client responsibilities

Client retains sole responsibility for interviewing, selecting, employing, compensating, supervising, and terminating candidates. Client is responsible for reference checks, background checks, work authorization, professional credentials, and any other diligence it considers necessary, subject to applicable law.

Client will provide timely and accurate search information and candidate feedback, maintain a lawful and nondiscriminatory hiring process, and protect candidate information from unauthorized use or disclosure.

07

Confidentiality and candidate data

Each party will use the other party’s non-public business information only to perform or evaluate the search and will protect it using reasonable care. Confidential information does not include information that is public without breach, already lawfully known, independently developed, or lawfully received from a third party.

Candidate information is provided solely for Client’s internal hiring evaluation. Client will share it only with personnel and advisors who need it for that purpose and will handle it in accordance with applicable privacy and employment laws.

08

Independent relationship

Recruiter is an independent contractor, not Client’s employee, agent, partner, or joint venturer. Recruiter has no authority to bind Client or make employment promises on Client’s behalf. Candidates introduced under the Agreement are not employees or agents of Recruiter.

Recruiter may provide services to other clients, including companies that may compete with Client, provided Recruiter complies with the confidentiality obligations above.

09

Disclaimers and liability

Recruiter will perform the services professionally but does not guarantee the accuracy of information supplied by candidates, a candidate’s performance, continued employment, or any particular hiring result. Client makes the final hiring decision and assumes responsibility for the employment relationship.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits or lost business, arising from the Agreement. Recruiter’s aggregate liability arising from a search will not exceed the Fees actually paid to Recruiter for that search. These limitations do not apply to fraud, willful misconduct, breach of confidentiality, or obligations that cannot legally be limited.

10

Term and termination

The Agreement begins on the effective date in the Search Authorization and continues until either party terminates it by written notice. Termination ends future recruiting work but does not affect accrued payment obligations or Introductions made before termination.

Sections concerning candidate attribution, Fees, payment, confidentiality, liability, and general terms survive termination for the period needed to give them effect.

11

General terms

Assignment. Client consents to Recruiter’s assignment of the Agreement to an entity wholly owned and controlled by Yossi Piekarski upon written notice, provided that the entity assumes Recruiter’s obligations in writing. Client may not assign the Agreement without Recruiter’s written consent, except in connection with a merger, reorganization, sale of substantially all assets, or change of control.

Notices. Notices under the Agreement may be delivered by email to the addresses used by the parties for the search and are effective when sent, unless the sender receives a delivery-failure notice.

Governing law. Florida law governs the Agreement, without regard to conflict-of-law rules. The state and federal courts located in Miami-Dade County, Florida, have exclusive jurisdiction, and each party consents to that venue.

Entire agreement. The signed Search Authorization, these Standard Terms, and any expressly incorporated addenda are the entire agreement concerning the search and replace prior discussions on that subject. A change must be in writing and accepted by both parties. If a Search Authorization conflicts with these Standard Terms, the Search Authorization controls.

Severability; waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue. A waiver is effective only in writing and does not waive any later breach.

Electronic execution. The Agreement may be accepted in counterparts and by electronic signature, each of which is treated as an original and together form one instrument.