Article 1 - AGREEMENT

Subject to the terms and conditions of this Agreement, Client agrees to engage Recruiter's services to find candidates for employment for Client. Client will provide Recruiter with written information about potential or desired employees, including title, work responsibilities, and proposed compensation. Such information may be in the form of job descriptions, notes, emails, or letters. The information need not be appended to this Agreement.Recruiter will provide Client with names of person(s) for potential employment ("Potential Candidates") based on the specifications from the Client. Recruiter may associate and/or assign its rights and obligations herein to another party (including but not limited to Recruiter’s subsidiaries or affiliates) in the performance of recruiting services.Recruiter will be responsible for pre-screening Potential Candidates (including the conduct of initial review of resumes and initial interviews as reasonable necessary) and may, at the request of Client (subject to additional fees at Client’s cost, if applicable), conduct background checks, credit checks, and specialized employment tests, as needed. Client shall have the sole and final right and responsibility in the hiring and placement of any Potential Candidates and for all matters pertaining to such Potential Candidates hired by Client (including but not limited to such person(s)’ training, employment authorization, compensation, and employment related rights and obligations).

Article 2 - FEES

Client agrees to pay Recruiter the following fees and costs (collectively, "Fees") for the presentment of Potential Candidates.See your order form for fee structure and terms.All amounts referenced in this Agreement shall be based in United States Dollar denomination.

Article 3 - 90 DAY GUARANTEE

When a Personnel voluntarily leaves or is terminated by Client pursuant within 90 (ninety) days from the starting date of hire/employment, Worca shall find an equally qualified alternative Candidate for replacement in six (6) months once. In the event a suitable replacement cannot be provided in six (6) months, Worca shall refund to Client 50% of the placement fee. The warranty shall not apply if:

• the Personnel is discharged by Client following a layoff, downsizing, or reorganization of the position;
• the Personnel is discharged following the Client’s involvement in a sale or merger;
• Client has significantly modified the Candidate’s job duties or assigned him or her to another position;
• Client does not give Worca the exclusive opportunity to replace the Candidate;
• The Client hires/employs a replacement from any source other than Worca or the Client is no longer actively seeking to fill the position.

Unless the position(s) at issue has/have closed or Client informs Recruiter that it is no longer seeking to fill such position(s) prior to Recruiter’s presentation of replacement Potential Candidates. Nothing in this paragraph relieves, mitigates, replaces, substitutes or offset the Recruitment Service Fees owed or owing for the Initial Candidate or the replacement Potential Candidate(s).

Article 4 - REQUIREMENTS FOR PAYMENT

Payment is due within 10 days of the candidate’s employment start date with the client.

Article 5 - RELATIONSHIP OF THE PARTIES

Recruiter is not authorized as an agent, employee, or legal representative of Client, except for the limited agency purpose of pre-screening Potential Candidates. Client shall not have the power to control the activities and operations Recruiter and Recruiter's status at all times will continue to be that of an independent contractor to Client.

Article 6 - INDEMNITY

Each Party agrees to indemnify and hold the other harmless against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the recruiting services rendered under this Agreement arising out of the fault of indemnifying Party. This clause shall not be read to provide indemnification for the other Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.Client shall indemnify, defend, and hold harmless Recruiter and Recruiter’s shareholders, directors, officers, managers, employees, contractors, representatives, subsidiary, affiliates, successors, and assigns (collectively “Recruiter Group”) for any and all damages, liabilities, losses, claims, demands, harms, and encumbrances arising from or pertaining to: 1) Client’s business operations; 2) Client’s use, employment, training, compensation, assignment, and/or workplace environment of or involving any Potential Candidates placed with or employed by Client; and/or 3) any acts or omissions of any Potential Candidates after his/her/their placement with or employment by Client.

Article 7 - TERMINATION

This Agreement may be terminated by either Party, upon notice in writing:

• if the other Party commits a material breach of any term of this Agreement, and fails to cure such breach within ten (10) days of notification of such breach by the Party;
• if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform; files for bankruptcy or similar relief; or substantial assets of which are assigned in trust or receivership for benefit of creditor(s);
• if either Party indicates their desire to terminate, for any or no reason, and provides 30 (thirty) days' advance written notice

Upon the expiration of the term of this Agreement or earlier termination in accordance within this Agreement, Client shall timely pay all Fees owed under this Agreement for the services performed and costs incurred by Recruiter up to and including the applicable date of expiration or termination (inclusive of any cure and notice periods).

Article 8 - NON-SOLICITATION

Recruiter shall not solicit any Potential Candidate presented to Client herein who has been offered employment by Client, during the term of this Agreement and for a period of one year after, unless and except where the Client withdrew the employment offer or terminated such Potential Candidate’s employment with the Client.

Article 9 - NO DISCRIMINATION

The Parties shall not discriminate against any Potential Candidate with regard to race, national origin, religion, creed, age, sex, sexual preference, marital status, ancestry, pregnancy or parental status, disability, or veteran status.

Article 10 - GENERAL PROVISIONS

• LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
• ASSIGNMENT: Except as otherwise provided herein, this Agreement, or the rights granted hereunder, may not be transferred, assigned, sold, leased or otherwise transferred in whole or part by either Party without the consent of Parties. This provision shall not apply and shall prevent the transfer and assignment by a Party to its successor entity in the event of a merger, consolidation, or business purchase provided that such successor entity assumes all liabilities and obligations hereinunder of the transferring Party .
• AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
• NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
• SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
• ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
• HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
• COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
• FORCE MAJEURE: Recruiter is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, pandemics, government orders, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
• NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement or other address as that Party may from time to time notify to the other Party in accordance with this clause.
  
  Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of email).
• In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.