Master Recruitment Service Agreement

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

Candidate: An individual introduced or referred by HireHawk to Client for potential employment or contractor engagement.

Change Order: A formal document modifying the scope, performance schedule, or fees associated with services under an SOW. A change order must reference the original SOW and be signed by authorized representatives of both Parties.

Confidential Information: Any non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement, including but not limited to business, financial, or technical information. For the purposes of this Agreement, “Confidential Information” includes all materials and information provided by HireHawk, or third parties making such materials or information available to HireHawk, in connection with the execution of this Agreement. This includes, but is not limited to, job descriptions, salaries, payment terms, fees, and any proprietary information constituting HireHawk’s know-how. Confidential Information also includes all information necessary for fulfilling the contractual purpose, whether designated as confidential in writing or by its nature reasonably understood to be confidential. Confidential Information shall not include information that (i) was known to the receiving Party prior to disclosure, (ii) is or becomes publicly available through no fault of the receiving Party, (iii) is rightfully received from a third party without breach of any confidentiality obligation, or (iv) is independently developed by the receiving Party.

Force Majeure Event: Circumstances beyond a Party’s reasonable control, including natural disasters, pandemics, acts of war, strikes, or government-imposed restrictions or other unforeseen circumstances that prevent or delay the performance of obligations under this Agreement.

Highly Sensitive Personal Information: (i) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual’s financial account; or (ii) biometric, genetic, health, medical, or medical insurance data.

Material Breach: A substantial failure to perform under this Agreement that defeats the purpose of the engagement and deprives the non-breaching Party of the reasonably expected benefits.

Personal Information: information which is created or obtained by one Party on behalf of the other Party, or information to which access was provided to one Party by or at the direction of the other Party, in the course of the Parties’ performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords, user identification and account access credentials or passwords, student information, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Sensitive Personal Information. Either Party’s business contact information is not by itself deemed to be Personal Information.

Sensitive Personal Information: an individual’s (i) government-issued identification number (including Social Security number, driver’s license number, or state-issued identification number) or (ii) geolocation data.

Services: “Services” means recruitment and talent sourcing services performed by HireHawk, including identifying, screening, and presenting Candidates to Client as a potential hire as described in a Statement of Work.

Statement of Work (SOW): A document detailing the talent’s name, fees, and potential start date, a form of which is attached to this Agreement as Exhibit A. Each new hire will be accompanied by a new SOW.

Engagement: Client hereby engages HireHawk, and HireHawk hereby accepts such engagement, as an independent contractor, to provide recruitment and candidate sourcing services to Client under the terms and conditions set forth in this Agreement.

HireHawk shall provide certain recruitment services, which may include, but are not limited to (i) Identifying and sourcing qualified candidates for open roles requested by Client (ii) Conducting preliminary candidate screening and qualification (iii) Presenting potential candidates to Client for consideration (iv) Coordinating candidate introductions and interview processes when requested by Client.

HireHawk’s role is limited to facilitating candidate introductions and supporting the recruiting process. HireHawk does not employ, supervise, manage, or control any candidate selected or hired by Client.

Client retains sole responsibility for evaluating candidates and making all hiring decisions.

Client Representations

Client represents, warrants, and covenants that any role requested to be fulfilled by an individual selected by Client for placement (“Candidate”) is lawful in the jurisdictions in which Client operates.

Client further represents that the hiring or engagement of any Candidate introduced through HireHawk will not interfere with the privacy, contractual, statutory, or common law rights of any third party, including but not limited to non-compete, confidentiality, or employment obligations owed to previous employers.

Client acknowledges that it is solely responsible for conducting any legal or compliance review related to the hiring of Candidates.

Nature of the Relationship HireHawk acts solely as an independent recruiting intermediary. Nothing in this Agreement shall be construed as creating an employment relationship, partnership, or joint venture between HireHawk and any Candidate. Client shall be solely responsible for all employment, contractor engagement, compensation, payroll, benefits, tax compliance, and management obligations relating to any Candidate hired or engaged by Client.

Replacement Guarantee HireHawk offers a one-time replacement guarantee per SOW. If a Candidate hired by Client voluntarily resigns or is terminated by Client for performance-related reasons within the first ninety (90) days from the Candidate’s start date, HireHawk will conduct a replacement search for the same position at no additional placement fee. This replacement guarantee is subject to the following conditions:

• Client must notify HireHawk in writing of the Candidate’s separation within five (5) business days of the termination or resignation.
• The original placement fee must have been paid in full and on time.
• The replacement search will apply only to the same role and substantially similar job requirements as the original placement.
• This guarantee applies only once per SOW and does not extend beyond the initial ninety (90) day period.
• If Client chooses not to proceed with a replacement search, no refund or credit of the placement fee shall be issued.
• HireHawk makes no guarantees regarding the future performance, tenure, or conduct of any Candidate introduced or hired by Client.

The replacement search described in this Section shall constitute Client’s sole and exclusive remedy with respect to Candidate resignation, termination, performance concerns, dissatisfaction, or unsuccessful placement outcomes. No refunds, credits, offsets, chargebacks, or reimbursement of placement fees shall be available except as expressly provided herein.

Client Engagement and Recruiting Cooperation Client acknowledges that the success of any recruiting engagement depends upon timely communication, active participation, and reasonable cooperation throughout the hiring process.

Accordingly, Client agrees to remain actively engaged during any search conducted by HireHawk and to provide commercially reasonable cooperation necessary to facilitate candidate sourcing, evaluation, and placement.

Client engagement obligations shall include, without limitation:

(i) providing feedback regarding submitted candidates within two (2) business days following candidate introduction;

(ii) making reasonable availability for interviews, evaluations, hiring discussions, or other recruiting-related activities within five (5) business days following candidate introduction or scheduling requests;

(iii) maintaining active communication and commercially reasonable responsiveness throughout the recruiting process;

(iv) providing accurate and reasonably consistent job descriptions, compensation expectations, qualifications, responsibilities, and hiring criteria;

(v) promptly communicating any changes affecting the hiring process, including modifications to compensation, reporting structure, job scope, location requirements, employment classification, or hiring timelines; and

(vi) avoiding material modifications to the role scope, compensation structure, qualifications, seniority level, or hiring objectives after the search has commenced.

If Client becomes unresponsive, repeatedly delays feedback or interviews, materially changes the position requirements, pauses the search, cancels the search, or otherwise remains inactive for more than ten (10) consecutive calendar days during an active search, HireHawk may, in its sole reasonable discretion, suspend, pause, reprioritize, or discontinue recruiting efforts for the applicable role until Client resumes active participation.

Any significant modification to the role requirements, compensation structure, seniority level, qualifications, work location, employment classification, or hiring objectives may be treated by HireHawk as a new search and may require revised timelines, pricing, or recruiting resources.

HireHawk shall not be responsible for delays in candidate delivery, interview scheduling, hiring timelines, or recruiting outcomes resulting from Client’s failure to comply with the engagement obligations set forth in this Section.

Search Closure and Reactivation. If a search remains paused, inactive, or otherwise suspended by Client for more than thirty (30) consecutive calendar days, HireHawk may close the search and discontinue active recruiting efforts for the applicable role.

Any subsequent request to resume recruiting activities following such closure may be treated as a new search and may be subject to revised timelines, pricing, recruiting resources, and commercial terms then in effect.

For purposes of this Agreement, inactivity includes, without limitation, repeated delays in providing candidate feedback, interview scheduling, hiring decisions, or other recruiting-related communications necessary to advance the search process

Candidate Onboarding and Management Client shall be solely responsible for onboarding, training, supervising, and managing any Candidate hired or engaged by Client as a result of HireHawk’s recruiting services. This includes, without limitation (i) setting role expectations (ii) providing training required to perform the position (iii) defining and communicating performance metrics or key performance indicators, and (iv) providing any necessary operational guidance for the role. HireHawk shall have no responsibility for the supervision, management, or evaluation of any Candidate after placement.

Systems, Tools, and Work Environment Client shall be solely responsible for providing Candidates with access to any technology systems, software, platforms, facilities, equipment, or other resources required to perform their role. Client shall also bear all costs associated with providing and maintaining such resources. HireHawk shall not be responsible for any systems, data, tools, equipment, or facilities provided by Client to a Candidate, nor for the Candidate’s use, misuse, loss, or handling of such resources.

Any Candidate hired or engaged by Client shall be considered solely an employee or contractor of Client and not of HireHawk.

Client shall be solely responsible for: (i) determining the employment or contractor classification of the Candidate (ii) compliance with all applicable employment, labor, tax, and contractor laws (iii) payroll, compensation, and benefits (iv) employment agreements or contractor agreements entered into with the Candidate (v) HireHawk shall have no responsibility or liability for the employment relationship between Client and any Candidate introduced by HireHawk.

HireHawk shall not be responsible for, nor required to comply with, any agreements, policies, or obligations established between Client and any Candidate following placement.

In the event of any conflict between such agreements and this Agreement, the terms of this Agreement shall prevail with respect to HireHawk’s obligations.

Placement Fees. Client shall pay HireHawk a placement fee equal to fifteen percent (15%) of the hired Candidate’s annual base compensation, unless Client elects the Reduced-Fee Deposit Option described below.

4.1.1. Reduced-Fee Deposit Option. Client may elect to pay a non-refundable recruiting deposit of nine hundred ninety-five dollars ($995) for a specific open role. If Client pays the deposit, the placement fee for that role shall be reduced to twelve and one-half percent (12.5%) of the hired Candidate’s annual base compensation. The $995 deposit shall be credited against the final placement fee due upon hire.

Deposit Terms. The Recruiting Deposit is non-refundable, non-transferable, and applies solely to the specific position identified at the commencement of the search.

The Recruiting Deposit represents consideration for recruiting services, sourcing efforts, recruiter allocation, talent mapping, candidate outreach, screening activities, advertising expenditures, operational support, and other resources committed by HireHawk in connection with the search.

Accordingly, the Recruiting Deposit shall be deemed fully earned by HireHawk upon commencement of recruiting activities and shall not be refundable under any circumstances, including, without limitation, if:

(i) Client pauses, suspends, delays, or cancels the search;

(ii) Client becomes unresponsive or fails to remain actively engaged in the recruiting process;

(iii) Client materially modifies the position requirements, compensation structure, qualifications, seniority level, employment classification, work location, reporting structure, or hiring objectives after the search has commenced;

(iv) Client elects not to hire any Candidate;

(v) Client fills the position through another source or recruiting provider; or

(vi) no placement ultimately occurs.

The Recruiting Deposit may not be applied to any other position, search, invoice, service, or engagement unless expressly approved by HireHawk in writing.

Payment Timing. HireHawk will invoice the applicable placement fee upon Candidate acceptance of an offer. Payment is due prior to the Candidate’s start date. The Candidate’s start date may be delayed if payment is not received before the start date.

Any unpaid amounts outstanding after a Candidate’s start date shall constitute a material breach of this Agreement and shall accrue interest at the lesser of two percent (2%) per month or the maximum rate permitted under applicable law, in addition to any other remedies available to HireHawk under this Agreement.

Candidate Ownership and Placement Fee Protection Any Candidate introduced, referred, submitted, presented, interviewed, or otherwise identified to Client by HireHawk shall be deemed a HireHawk Candidate for a period of twelve (12) months following the most recent introduction, presentation, communication, or submission of such Candidate to Client.

If, at any time during such twenty-four (24) month period, Client or any of its affiliates, subsidiaries, parent companies, related entities, successors, assigns, owners, officers, employees, agents, representatives, contractors, or third-party intermediaries directly or indirectly hires, engages, contracts with, employs, retains, refers, or otherwise enters into any business relationship with a HireHawk Candidate, Client shall remain responsible for payment of the applicable placement fee under this Agreement.

The placement fee obligation shall apply regardless of whether:

(i) the Candidate is hired for the same position or a different position;

(ii) the Candidate is hired as an employee, contractor, consultant, advisor, temporary worker, freelancer, or under any other engagement structure;

(iii) the Candidate is hired directly by Client or indirectly through an affiliate, staffing company, employer of record, contractor platform, recruiting agency, referral source, or other intermediary;

(iv) Client subsequently identifies, contacts, or re-engages the Candidate through LinkedIn, job boards, social media, personal referrals, internal databases, prior applications, or any other source; or

(v) the original search engagement has been completed, paused, cancelled, suspended, or terminated.

Client shall promptly notify HireHawk of any hire or engagement involving a HireHawk Candidate during the applicable ownership period.

For purposes of this Section, a Candidate shall be deemed introduced by HireHawk upon the delivery of the Candidate’s name, resume, profile, contact information, interview scheduling, referral, presentation, or any information reasonably sufficient to identify the Candidate to Client.

Term: This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with the termination provisions below. The Effective Date is the earlier of the signature date on the Client’s Intake Form or the start date of the first SOW signed by the Client. The period during which this Agreement is in effect is the “Term.”

Termination for Material Breach: If the Client materially breaches the Agreement, including but not limited to failure to make timely payments or unauthorized or illegal use of the services, HireHawk reserves the right to:

• Suspend services immediately;
• Terminate this Agreement without further notice; and
• Pursue all available legal remedies, including recovering unpaid fees, costs, and reasonable attorney’s fees.

Upon termination for material breach by the Client, HireHawk may also terminate any corresponding SOW immediately.

Termination for Convenience: Client may terminate this Agreement or any Statement of Work at any time for convenience upon written notice to HireHawk without incurring any termination penalty.

Termination of this Agreement shall not relieve Client of any payment obligations accrued prior to the effective date of termination, including, without limitation, any unpaid invoices, placement fees, recruiting deposits, or other amounts owed under this Agreement.

Client shall remain responsible for payment of any placement fees arising from the hire, engagement, retention, referral, employment, or other business relationship with any Candidate introduced, referred, submitted, presented, or otherwise identified by HireHawk prior to termination, whether such engagement occurs before or after termination of this Agreement.

Such obligation shall apply to any hire or engagement made directly or indirectly by Client or by any affiliate, subsidiary, parent company, successor, assign, common-control entity, staffing provider, employer of record, contractor platform, or other third party acting on Client’s behalf or for Client’s benefit during the applicable Candidate ownership period set forth in this Agreement.

To ensure clear communication and mutual acknowledgment, notice of termination must be provided in writing and may be delivered by email. Termination shall become effective upon HireHawk’s receipt of such notice.

Termination for Bankruptcy, Insolvency or Financial Insecurity: Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall also terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement.

Non-Disparagement: Each Party agrees to refrain from publicly disparaging the other Party during or after the Term. This provision shall not be construed to prevent a Party from exercising its legal rights against the other Party or complying with requirements of applicable law or judicial proceedings.

Survival: The following provisions shall survive termination or expiration of this Agreement: Sections 1 (Definitions), 4 (Fees and Payment Terms), 5.3 (Termination for Convenience), 6 (Confidentiality), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 10 (Restrictions and Liabilities), and 13 (Miscellaneous).

Obligations of Confidentiality: The receiving Party agrees to take all commercially reasonable measures to protect the confidentiality of Confidential Information, including but not limited to:

• Restricting access to authorized employees and agents on a need-to-know basis.
• Ensuring all employees, agents, and subcontractors are bound by confidentiality agreements and are informed of and adhere to these obligations.
• Refraining from using, disclosing, or copying Confidential Information except as necessary for the performance of services under this Agreement, and only with prior written consent from the disclosing Party. The receiving Party acknowledges that any unauthorized disclosure of Confidential Information may constitute a material breach of this Agreement.

Return or Destruction of Information: Upon the termination or expiration of this Agreement, or at any time upon the disclosing Party’s written request, the receiving Party shall promptly return or certify the destruction of all copies of Confidential Information within thirty (30) days, except for copies of Confidential Information retained by receiving Party strictly for archival purposes in the ordinary course of business.

Survival of Confidentiality Obligations: The confidentiality obligations set forth herein shall remain in effect during the term of this Agreement and for a period of two (2) years following its expiration or earlier termination, except with respect to Confidential Information protected as trade secrets, which shall remain confidential for as long as such Confidential Information is maintained as trade secrets under applicable law.

Security Measures: Both Parties agree to implement and maintain commercially reasonable security measures to protect Confidential Information from unauthorized access, disclosure, or use.

Equitable Relief: The Parties agree that breaches of confidentiality may result in irreparable harm for which monetary damages may be insufficient. Accordingly, the disclosing Party shall be entitled to seek equitable relief, including but not limited to injunctive relief or specific performance, in addition to any other remedies available under law.

Intellectual Property Ownership

• HireHawk IP and Client IP. Client acknowledges that, as between Client and HireHawk, HireHawk owns all right, title, and interest, including all intellectual property rights, in and to the HireHawk IP. HireHawk acknowledges that, as between Client and HireHawk, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client IP. Client agrees that HireHawk may display Client’s name and logos on HireHawk’s website, marketing materials, and investor materials for the purposes of sales, marketing, and investor communications, with Client’s prior written consent.
• Candidate materials. In connection with the recruiting Services, HireHawk may provide Client with candidate-related materials, including resumes, candidate profiles, contact information, work portfolios, interview notes, and other evaluation information (“Candidate Materials”). Candidate Materials are provided solely for the purpose of enabling Client to evaluate Candidates for potential employment or contractor engagement. Client shall not share, distribute, or use Candidate Materials for any purpose unrelated to evaluating or hiring the Candidate introduced by HireHawk without HireHawk’s prior written consent. No intellectual property rights in HireHawk’s recruiting methodologies, candidate databases, or sourcing processes are transferred to Client under this Agreement.
• Reservation of Rights. HireHawk reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any pre-existing or independently developed intellectual property rights or other right, title, or interest in or to the pre-existing or independently developed intellectual property of HireHawk, including, but not limited to, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, inventions, data, concepts, know-how, and processes (collectively, “HireHawk IP”).

Indemnification:

Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

(i) the Indemnifying Party’s material breach of this Agreement;
(ii) the gross negligence or willful misconduct of the Indemnifying Party; and
(iii) any claim brought by or on behalf of a Candidate hired by Client relating to employment, compensation, benefits, workers’ compensation, classification, wage and hour violations, or any similar employment-related matter to the extent arising from the actions or omissions of the Indemnifying Party and its officers, directors, employees, contractors, and representatives.

Notification and Cooperation: The indemnified Party shall: (i) promptly notify the indemnifying Party in writing of any claim, demand, or action for which indemnification is sought, provided that failure to provide timely notice shall not relieve the indemnifying Party of its indemnification obligations except to the extent it is materially prejudiced by such delay; (ii) cooperate fully with the indemnifying Party, at the indemnifying Party’s expense, in the defense or settlement of such claim; and (iii) allow the indemnifying Party sole control over the defense or settlement of such claim, provided that no settlement shall be made without the indemnified Party’s prior written consent if such settlement imposes any obligation or liability on the indemnified Party.

Exclusions: The indemnity obligations set forth in this Section shall not apply to the extent that such losses, damages, or liabilities result from the gross negligence, willful misconduct, or breach of this Agreement by the indemnified Party or its agents.

WARRANTY DISCLAIMER: THE SERVICES ARE PROVIDED “AS IS,” AND, EXCEPT AS EXPRESSLY STATED HEREIN OR IN AN APPLICABLE SOW, HireHawk HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HireHawk SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HIREHAWK MAKES NO WARRANTY THAT THE SERVICES WILL ACHIEVE ANY OUTCOME.

Candidates: Notwithstanding any pre-screening of the candidates as performed by HireHawk, HireHawk makes no representation or warranty as to the qualifications, suitability, or prospective performance of the candidates introduced by HireHawk provided hereunder. The Client acknowledges its duty to verify, evaluate and conduct any background and reference check of the Candidates, with the sole remedy for inadequate performance or misconduct being the Client’s right to terminate the Candidate’s employment or engagement in accordance with applicable law.

MUTUAL LIMITATION OF LIABILITY: IN NO EVENT WILL HIREHAWK OR CLIENT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HIREHAWK OR CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (INCLUDING INDEMNIFICATION FOR BREACH OF CONTRACT RESULTING IN THIRD-PARTY CLAIMS); (II) LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (III) A BREACH OF SECTION 6 (CONFIDENTIALITY), (IV) A BREACH OF SECTION 10 (RESTRICTIONS AND LIABILITIES), OR (V) THE PAYMENT OF PROPERLY INVOICED FEES FOR SERVICES DELIVERED UNDER THIS AGREEMENT.

Any failure or delay in the performance by either Party shall not be a breach of this Agreement if such failure or delay arises from a Force Majeure Event. If a Force Majeure Event continues for more than 30 days, the non-delaying Party may terminate this Agreement without liability to the terminated Party.

Non-Solicitation, Non-Circumvention, and Non-Interference:

Non-Solicitation: During the term of this Agreement, and for a period of twelve (12) months after its expiration or termination, the Client (on behalf of itself and its affiliates) agrees not to solicit, recruit, hire, or otherwise employ or retain, whether on a full-time, part-time, consulting, work-for-hire, or any other basis, any candidate introduced by Hirehawk without complying with the placement fee obligations set forth in this Agreement. The Client also agrees not to solicit, recruit, hire, or otherwise engage any employee or contractor of HireHawk directly (or indirectly through a third-party company or contractor) without HireHawk’s prior written consent. This prohibition applies regardless of whether such individuals were assigned to perform tasks under this Agreement.

Non-Circumvention: The Client (on behalf of itself and its affiliates) agrees not to circumvent, directly or indirectly, HireHawk under any circumstances. This includes, but is not limited to, entering into discussions, negotiations, contracts, agreements, or other arrangements with any Consultant, candidate, or resource introduced or provided by HireHawk, or with any third party involved in the execution of the Services, without the prior written consent of HireHawk. The obligation not to circumvent HireHawk applies during the term of this Agreement and for a period of twelve (12) months following its termination.

Non-Interference: During the term of this Agreement, and for a period of twelve (12) months after its termination, the Client and HireHawk agree not to, for themselves or for any third party, directly or indirectly, divert or attempt to divert any business from the other Party (or any affiliate that may be formed), including, but not limited to, soliciting or interfering with the other Party’s customers, clients, vendors, or other business relationships.

Exemptions: The above Non-Solicitation, Non-Circumvention, or Non-Interference provisions shall not apply if:

• The individual subject to the solicitation or circumvention restrictions (“Affected Individual”) gave notice of resignation or termination to HireHawk at least twelve (12) months before the Client initiated hiring discussions with the Affected Individual;
• The Client was in active discussions with the Affected Individual at least 90 days prior to the Effective Date, and the Affected Individual was not introduced to the Client by HireHawk.

Liquidated Damages: If the Client breaches any Non-Solicitation or Non-Circumvention commitments, including by hiring or engaging, directly or indirectly, any individual previously placed or introduced by HireHawk, the Client agrees to compensate HireHawk by recognizing liquidated damages equal to twelve (12) months of the HireHawk bill rate for the hired individual, payable within thirty (30) days of the unauthorized hire or engagement. The Parties acknowledge and agree that this payment is not a penalty, but a reasonable, mutually agreed-upon estimate of damages, given that actual losses resulting from such a breach would be difficult to determine or calculate. The liquidated damages described herein shall be in addition to, and not in lieu of, any placement fees otherwise owed under this Agreement

Enforcement and Remedies: The Client acknowledges that any breach of this section could cause irreparable harm to HireHawk. In addition to liquidated damages, HireHawk may pursue any other legal or equitable remedies available under this Agreement or applicable law. The Client further agrees that the restrictions contained in this section are reasonable and necessary to protect the legitimate business interests of HireHawk and constitute a material inducement for entering into this Agreement.The Client is responsible for covering any legal fees incurred by HireHawk in connection with the collection of any liquidated damages

Disclosure & Client Awareness: Client acknowledges that HireHawk may provide services to multiple clients within similar or overlapping industries. In such cases, HireHawk shall take reasonable measures to prevent conflicts of interest; however, the Client agrees that minor overlaps in subject matter, non-competitive engagements, or industry similarities shall not, by default, constitute a conflict of interest.

Conflict Review & Mitigation: In the event a potential conflict of interest is identified, HireHawk shall conduct a review and, where necessary, implement reasonable mitigation measures, which may include but are not limited to:

• Assigning separate recruiting personnel to different client searches or recruiting engagements;
• Implementing internal confidentiality controls or information barriers designed to protect client and candidate information; and
• Notifying the affected Client(s) and, where appropriate, obtaining written acknowledgment of the identified conflict and any agreed-upon mitigation measures.

HireHawk shall use commercially reasonable efforts to manage potential conflicts in good faith while continuing to provide recruiting services to multiple clients across similar industries.

Client Acknowledgment & Limited Liability: Client acknowledges that conflicts of interest shall be assessed in good faith and on a case-by-case basis. HireHawk shall not be liable for any indirect, incidental, or consequential damages arising from an alleged conflict of interest, provided reasonable efforts were made to prevent and mitigate such conflicts. The Client further agrees to promptly notify HireHawk in writing if they suspect a potential conflict of interest.

Compliance with Client Policies: In connection with the Services provided under this Agreement, HireHawk may collect, receive, review, or transmit limited Personal Information relating to Candidates for the purpose of facilitating candidate sourcing, screening, and introductions. HireHawk agrees to handle such Candidate-related information using commercially reasonable measures to protect its confidentiality and security and in accordance with applicable data protection laws. To the extent Client provides HireHawk with written policies relating to the handling of Personal Information (“Client Policies”), HireHawk shall make commercially reasonable efforts to comply with such policies, provided that such policies are applicable to the limited scope of recruiting Services and do not impose obligations inconsistent with this Agreement.

Return of Personal Information: Upon the written request of Client or upon termination of this Agreement, HireHawk shall use commercially reasonable efforts to delete or return Personal Information provided by Client in connection with the recruiting Services, except for information retained for legitimate business purposes, legal compliance, or standard archival practices.

Client Responsibility for Sensitive Information: Client agrees that it shall not disclose Highly Sensitive Personal Information to HireHawk unless reasonably necessary for the recruiting process. Client remains solely responsible for the collection, storage, protection, and lawful processing of any Highly Sensitive Personal Information within its own systems and operations. HireHawk shall not be responsible for the security, handling, or processing of Personal Information once such information has been transferred to Client or to any Candidate during the hiring process.

Notice: All notices must be sent in writing via email or mail to:

HireHero Global, Inc. d/b/a HireHawk
5900 Balcones Drive, Suite 25393
Austin, TX 78731
legal@hirehawk.com
Attention: Legal Department

Entire Agreement; Assignment: This Agreement and the Exhibits hereto represent the entire understanding of the Parties hereto and supersede all prior written or oral agreements or communications with respect to the subject matter hereof. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. The Services are limited to those expressly outlined in a valid and executed SOW between the Parties, and any additional Services must be expressly agreed upon in a signed SOW or amendment between the Parties. In the event of a conflict between this Agreement and the terms of a properly executed and effective SOW, the terms of the SOW shall prevail. Client shall not assign this Agreement in whole or part without the prior written consent of HireHawk, and assignment in violation of this requirement shall be void ab initio. HireHawk may assign this Agreement to an affiliate or third party in its reasonable discretion.

Severability; Waiver: The provisions of this Agreement will be severable and the invalidity of any provision, or portion thereof, will not affect the enforceability of the remaining provisions. No failure on the part of any Party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any Party of any right preclude any other or future exercise thereof or the exercise of any other right.

Governing Law; Jurisdiction; Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Subject to this Section 13.4, any disputes arising out of or related to this Agreement (“Disputes”) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, including, if applicable, its Supplementary Procedures for International Commercial Arbitration. The arbitration shall be conducted in Austin, Texas, in English, before a single neutral arbitrator.

The arbitrator shall determine any issues regarding the arbitrability of a Dispute and shall issue a reasoned award within 120 days of the demand for arbitration. The arbitrator may grant interim and final injunctive relief and other equitable remedies, but shall not award any damages that are limited or excluded under Section 7 and Section 8 of this Agreement unless such limitation is unenforceable under applicable law, as determined by the arbitrator. No class arbitration shall be permitted; however, additional parties may be joined in the arbitration as necessary to resolve the Dispute fully.

No time limitation set forth herein shall be deemed jurisdictional. Any arbitration award (including interim or final remedies) may be confirmed or enforced in any court of competent jurisdiction.

Notwithstanding anything in this paragraph to the contrary, HireHawk may, at any time, bring an action in any court of competent jurisdiction seeking injunctive or equitable relief, or to enforce its intellectual property rights.

In the event of a conflict between the provisions of this Section 13.4 and the AAA rules, the provisions of this Section shall govern. If any part of this arbitration clause is held unenforceable, it shall be severed only to the extent necessary to comply with applicable law, and the remainder shall remain in full force and effect.

In the event of a Dispute, the prevailing Party shall be entitled to recover its reasonable costs and attorneys’ fees from the non-prevailing Party.

This Master Recruitment Service Agreement (“RSA”) governs all engagements between HireHero Global, Inc. d/b/a HireHawk (“HireHawk”) and its clients worldwide. It applies automatically to every Statement of Work (“SOW”), project, or service order executed under HireHawk’s recruitment and talent placement services. HireHawk may update this Agreement from time to time. Any material modification will become effective thirty (30) days after written notice is provided to Client or the updated version is posted on HireHawk’s designated website.

By continuing to use HireHawk’s Services, you acknowledge and agree that this RSA constitutes a binding contract governing all aspects of your relationship with HireHawk.