Master Sourcing Agreement

01Fees and Services

a.The Client shall pay a flat Placement Fee of $25,000 to Hypersourced if a candidate Hypersourced introduces is Engaged (hired or contracted) by the Client or any of its subsidiaries or affiliates.

b.The Placement Fee will be invoiced on the 30th day of the Engaged Candidate’s employment and is due upon receipt. No Placement Fee is invoiced or payable if the Candidate does not remain Engaged through that 30th day, and no refund, credit, or replacement search arises in that event. Late payments shall be subject to a late fee of 1.5% per month on the outstanding balance. Client shall have no pre-pay or exclusivity obligations.

c.The Client may avoid a Placement Fee for an introduced Candidate with whom they have previously interviewed before Hypersourced’s introduction by providing documented proof, such as a resume, within three days of introduction.

02Relationship of the Parties

Hypersourced will render services to the Client under this Agreement as an independent contractor, and the laws of South Carolina shall govern this Agreement. Either Party may terminate this Agreement at any time and for any reason. The termination of this Agreement shall not affect the Client's obligation to pay Placement Fees for candidates hired by the Client during or after such termination.

03Confidential Information

All information submitted by Hypersourced regarding a candidate, including the identity of the candidate, the candidate’s curriculum vitae, and references, is confidential and proprietary and may not be shared by the Client with anyone outside of the Client’s organization. In addition, as part of providing services, Hypersourced may have access to Client’s confidential information, including but not limited to, employment hiring practices, compensation structure and policies, business information, and other non-public data and information that is confidential and proprietary to Client (“Confidential Information”). Hypersourced shall not disclose any Confidential Information to any third party other than on a need-to-know basis to perform its obligations under this Agreement. This provision shall survive the termination of this Agreement.

04Legal Restrictions

Hypersourced does not screen for drug use, administer a medical exam, conduct a criminal background check, or engage in verification processes. Hypersourced does not discriminate, nor consent to discrimination by its clients, against any candidate on the grounds of age, race, color, religion, disability, sex, national origin, or veteran status.

05Warranty

The Client understands and acknowledges that Hypersourced does not make any representations or warranties, express or implied, as to any Candidate, including but not limited to the accuracy or completeness of any information provided concerning a Candidate. Hypersourced will not be liable for any party’s use of such information. The Client is responsible for satisfying itself as to the suitability and reliability of any Candidate introduced by Hypersourced.

06Limitation of Liability

Hypersourced shall under no circumstances be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or business, loss of revenue, lost opportunities, delay damages, or any indirect or consequential loss arising under or in connection with this Agreement. Hypersourced’s total liability for all other losses under this Agreement shall in no circumstances exceed 100% of the Placement Fees paid for the related Candidate.

07Indemnity

Each party agrees to indemnify and hold harmless the other party and its officers, directors, agents, affiliates, representatives, and employees from any third-party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

08Legal Venue

Client and Hypersourced agree that venue and jurisdiction of any suit, right, or cause of action arising under or in connection with this Agreement shall lie exclusively in Courts of competent jurisdiction in Greenville, South Carolina, or if suit cannot be filed or maintained in such courts, then in U.S. District Courts in South Carolina.