Acre Resources Ltd (Acre)

For information about our UK Terms and Conditions click here.

TERMS OF BUSINESS – ACRE USA

PERMANENT & FIXED TERM APPOINTMENTS

1. INTRODUCTION: This Agreement for Search, Recruitment and Placement Services (the “Agreement”) shall regulate the terms and conditions upon which Acre Recruitment Inc. (“the COMPANY”) introduces job candidates to [The Client] (“the CLIENT”). Along with CLIENT’s execution of this Agreement, CLIENT’S acceptance of referrals from the COMPANY, interviewing of candidates referred by the COMPANY, or employment of any such candidates additionally shall constitute CLIENT’S acceptance of the terms and conditions of this Agreement.

This Agreement constitutes the complete and only terms of business between the parties and supersedes all previous agreements and undertakings, whether written or oral with respect thereto. No variation to this Agreement shall be effective unless previously agreed in writing and signed by a director of the COMPANY.

2. FEES: When engaging on a search with the COMPANY, the CLIENT will choose from any of the options below and confirm choice with the COMPANY via email prior to the commencement of the search.

2.1 Fee Options

2.1.1 Option 1- Retained Search Model

The COMPANY’s placement fee for the introduction of a candidate employed by the CLIENT is calculated as 20% of the anticipated first year’s total remuneration of the candidate’s estimated salary. Such estimated salary for the avoidance of doubt includes: Base salary year 1 of employment, any sign-on or cash confirmed in offer of employment.

The placement fee is payable in three instalments (per role):

– The first instalment is 1/3 of the placement fee for each individual position and is payable immediately upon the commencement of the search for each individual position.

– The second instalment is 1/3 of the placement fee for each individual position and is payable upon arrangement of the first interview scheduled from shortlisted candidates for each individual position.

– The balance of the fee(s) is payable by the CLIENT on acceptance by the candidate of the role.

2.1.2 Option 2- Mixed Search Model

The COMPANY’s placement fees for the introduction of a candidate employed by the CLIENT is calculated as 25% of the anticipated first year’s total renumeration of the candidate’s estimated salary. Such estimated salary for the avoidance of doubt includes: Base salary year 1 of employment, any sign-on or cash confirmed in offer of employment.

– The first instalment is $5,000 and is payable immediately upon the commencement of the search for each individual role.

– The balance of the fee(s) is payable by the CLIENT on acceptance by the candidate of the role.

2.1.3 Option 3- Contingent Search Model

The COMPANY’s placement fees for the introduction of a candidate employed by the CLIENT is calculated as 30% of the anticipated first year’s total renumeration of the candidate’s estimated salary. Such estimated salary for the avoidance of doubt includes: Base salary year 1 of employment, any sign-on or cash confirmed in offer of employment.

– The balance of the fee(s) is payable by the CLIENT on acceptance by the candidate of the role.

2.2 For the avoidance of doubt, the CLIENT is required to pay a placement fee to the COMPANY whenever:

2.2.1 A candidate referred to CLIENT by the COMPANY is hired, directly or indirectly, for any position, including without limitation as an employee, consultant, or independent contractor, by CLIENT, its affiliates, parents, or subsidiaries, or

2.2.2 A candidate referred to CLIENT by the COMPANY is referred by CLIENT to another employer and the candidate is hired directly or indirectly for any position as an employee, consultant, or independent contractor, by such other employer or through the COMPANY.

2.2.3 For the purpose of sub-paragraphs 1 and 2 above, the word “referred” means any manner or

means whatsoever of communication of a candidate’s identity.

2.3 Fees for Fixed term contracts will be charged on a pro rata basis as per the fee calculated under 2.1.3.

3. EXPENSES: In addition to any fees, CLIENT agrees to pay all reasonable CLIENT pre-approved expenses incurred by the COMPANY related to the performance of its services under this agreement.

4. NOTIFICATION: CLIENT will notify the COMPANY immediately when an offer of employment is made to a candidate, and again when its offer of employment to the candidate has been accepted. The CLIENT will provide details of the remuneration to the COMPANY and will again notify the COMPANY on the date when the candidate commences work for the CLIENT.

5. PAYMENT TERMS: CLIENT agrees to pay all placement fees, related expenses and all applicable taxes thereon within 30 days after candidate’s acceptance date. If the CLIENT fails to make payment when due, the COMPANY shall be entitled to charge interest on the amount unpaid at the rate of 2% over prime rate. CLIENT agrees to reimburse the COMPANY for all reasonable costs of collection, including attorneys’ fee.

6. CONFIDENTIALITY OF REFERRALS: All candidate referrals made by the COMPANY are made on a confidential basis and CLIENT shall hold the COMPANY harmless from any liability resulting from CLIENT’S or candidates’ unauthorized disclosure or misuse of information regarding any candidates or their candidacy.

7. BASIS OF SEARCH: The COMPANY will use reasonable endeavours to introduce to the CLIENT a suitable candidate to carry out the work with respect to the job position that the CLIENT desires to fill. CLIENT shall provide such information as the COMPANY considers necessary, including without limitation information relating to CLIENT’s benefit plans, policies and practices, and the duties and compensation for the position. The COMPANY gives no other representation or warranty, whether express or implied, relating to the introduction of any candidate to the CLIENT, and all conditions, warranties or other terms implied by statute or common law and all duties at common law arising out of or in connection herewith are excluded to the fullest extent possible

8. FEE PROVISIONS: The COMPANY’s fee is earned if a candidate referred by the COMPANY accepts a position, as a result of the COMPANY’s referral or otherwise, with CLIENT, or any related company, in any capacity, including without limitation, as an employee, consultant, or independent contractor, within 12 months of the most recent activity on behalf of that candidate by the COMPANY.

9. If the COMPANY refers a candidate to CLIENT to whom, within the last 12 months of the date of such referral, CLIENT has been introduced, and CLIENT so advises the COMPANY within ten (10) business days following the referral, CLIENT will not owe the COMPANY a fee in the event CLIENT hires the candidate. CLIENT shall provide the COMPANY with written documentation at the COMPANY’s request sufficient to establish that such an introduction has occurred within the last 12 months. (which shall be determined at COMPANY’s sole discretion).

10. CANDIDATE GUARANTEE: In the event the candidate’s employment lasts less than 90 calendar days, and if CLIENT notifies the COMPANY in writing of the termination within five (5) days thereafter, the COMPANY will use its best endeavours to replace the candidate without any further charge to the CLIENT, provided that all fees have been paid by the CLIENT in accordance with this agreement.

10.1 This provision shall not apply if the candidate is laid off for lack of work, or resigns because CLIENT has significantly modified the candidate’s job duties or assigned him or her to another position

11. TERMINATION:. In addition to and without prejudicing any of its other remedies, the COMPANY may terminate the Agreement between the parties with immediate effect if CLIENT breaches any terms of the Agreement or in the COMPANY’s view materially alters the assignment. If the Agreement is cancelled or terminated because of a material alteration to the assignment, CLIENT agrees to indemnify the COMPANY against all losses incurred by it to that date or resulting from the cancellation or termination.

12. CANCELLATION FEE: If, after an offer of Engagement has been made to the candidate, the CLIENT decides for any reason, apart from the CLIENT receiving unsatisfactory references about the applicant, to withdraw it, the CLIENT shall be liable to pay the COMPANY a minimum fee of 25% of the COMPANY fee.

13. CONFIDENTIALITY OF INFORMATION: All information supplied by the COMPANY is confidential and intended for the exclusive use of the CLIENT. The CLIENT undertakes to keep such information confidential and to comply in all respects with all statutes, rules, regulations, and other legal requirements to which the CLIENT is ordinarily subject to in respect of its receipt and processing of such confidential information. The COMPANY accepts no liability for any loss or damage occasioned through disclosure by the CLIENT of confidential information. Any

ideas, concepts, know-how or techniques developed by the COMPANY or obtained during the execution of assignments hereunder will be owned exclusively by the COMPANY.

14. COST OF ENFORCING AGREEMENT: In the event either party files suit to enforce its rights under this agreement, the prevailing party shall be entitled to costs of suit and reasonable attorneys’ fees incurred by it in connection with the suit.

15. SEVERABILITY:. The parties agree that if any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision will be deemed as not a part of this Agreement. The legality of the Agreement and the remaining provisions will not be affected by a finding that any provision of these terms of business is illegal, invalid or unenforceable.

16. ASSIGNMENT:. Neither party may assign, transfer or delegate any of all of its rights or obligations under this agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

17. NON-SOLICITATION: . Both parties agree not to approach or induce with offers of employment, directly or indirectly, any of the other party’s employees that it has had direct contract with under this agreement, without the prior written consent of the other party.

18. DISCLAIMER: The COMPANY does not guarantee the performance of any candidate or the accuracy of information provided regarding a candidate, and disclaims any responsibility for any claim, loss, or liability as a result of a candidate’s acts or omissions. The COMPANY urges the CLIENT to conduct such investigations, as it deems necessary, to verify candidate information or to obtain such other information, as it may deem relevant.

Except to the extent permitted by law, the COMPANY, its subsidiaries, and associated staff and agents shall not be liable on any basis, for any loss, costs, expense, charge, damage, liability or claim caused by or connected with the COMPANY taking the CLIENT’s instructions, the introduction, the acts or omissions of an applicant or an engagement, even if an applicant acts or has acted negligently, dishonestly or fraudulently.

However, if despite the previous provisions, a court determines that, for any reason and on any basis, the COMPANY or any of its subsidiaries, associates, staff or agents is liable to the CLIENT for any losses, their aggregate liability shall be limited to the amount of the fees actually paid by the CLIENT. Under no circumstances shall the COMPANY have any liability whatsoever to the CLIENT for loss of profit, loss of revenue, loss of anticipated savings or bargain, loss or corruption of data or software, or for any indirect, special or consequential losses.

In particular, the parties agree that this Agreement constitutes the complete agreement of the parties and that each party waives its right to assert any common-law indemnification or contribution claim against the other party.

19. GOVERNING LAW AND JURISDICTION: These terms of business shall be governed by and construed in accordance with law of the State of New York and the parties hereto submit to the exclusive jurisdiction and venue of the state and federal courts located in New York in relation to all disputes arising under and/or out of this Agreement, its enforcement and/or its interpretation.

20. EQUALITY OF OPPORTUNITY AND DIVERSITY: The COMPANY is committed to complying with all equal opportunities legislation and will not discriminate unlawfully. The COMPANY will provide its recruitment services in accordance with the law and will not support or aid its CLIENT in unlawful discrimination. The COMPANY embraces diversity and seeks to promote the benefits of diversity in all of our business activities. The COMPANY will strive to help our ClIENT meet their own diversity targets.

CLIENT

THE COMPANY

By:

By:

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Print name and title of the COMPANY representative

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Sign and print date

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