US Terms of Business

CLIENT TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT STAFF TO BE DIRECTLY EMPLOYED BY THE CLIENT

This agreement (the “Agreement”) is entered into by and between In Technology Group Inc., including all its assumed names, trade names, affiliates and subsidiaries, together a recruitment agency, located at: In Technology Group, 4^th Floor, Spaces, 111 Congress Avenue, Suite 500, Austin, TX 78701 (“In Technology Group”); and , located at (“Client”), including its assumed names, trade names, associates, representatives, customers, agents, and subsidiaries, (each a “Party” and collectively the “Parties”). Client desires to engage In Technology Group to provide recruitment, introductory and referral services per the terms and conditions of this Agreement. The Parties agree as follows:

1. DEFINITIONS

1.1. In these Terms of Business the following definitions apply:

“Candidate” means (i) a person whose details (being a resume and/or other identifying information) are provided to the Client directly or indirectly by In Technology Group, including any officer or employee or agent of the Candidate if the Candidate is a limited company and/or (ii) members of In Technology Group’s own staff;

“Engagement” means the Client’s direct or indirect, fulltime employment, part-time employment, temporary hire, hourly engagement, consultancy engagement, contract to hire, or any other arrangement of Candidate;

“Fee” is the recruitment fee payable by Client to Employment Agency for an Engagement. The Fee is calculated as a percentage of the Total Compensation (defined below). If the client Engages Candidate on an hourly basis, the Total Compensation is the Candidate’s hourly rate decided by In Technology Group multiplied by 500. The minimum fee shall be $10,000.

“Introduction” means (i) the Client’s interview of a Candidate in person, by telephone or via an online video interview platform following the Client’s instruction to In Technology Group to search for a Candidate where the Candidate is subsequently Engaged (whether or not In Technology Group is the effective cause of the Engagement) and/or (ii) the provision to the Client, directly or indirectly, of a resume and/or information which identifies the Candidate where the Candidate is subsequently Engaged (whether or not In Technology Group is the effective cause of the Engagement) and/or (iii) the provision by the Client to a third party, directly or indirectly, of a resume and/or information which identifies the Candidate where the Candidate is subsequently Engaged (whether or not the Client is the effective cause of the Engagement). “Introduced” shall be construed accordingly;

“Relevant Period” means the period of 12 months from the latest to occur of: (i) the Client’s interview of a Candidate in person, by telephone or via an online video platform, following the Client’s instruction to In Technology Group to search for a Candidate; (ii) the passing to the Client, directly or indirectly, of a resume or information which identifies the Candidate; (iii) the last discussion between In Technology Group and the Client relating to the Candidate; and (iv) the rejection by the Client of the Candidate;

“Compensation” is a Candidate’s anticipated total first year’s earnings, including without limitations, salary, commissions, bonuses, allowances, guarantees, incentives, draw earnings and fringe benefits. Where the Engagement will be on the basis of a fixed term contract of less than twelve (12) months, the same Introduction Fee will apply.

1.2. Unless the context requires otherwise, references to the singular include the

1.3. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.

2. THE CONTRACT

2.1. These Terms constitute the contract between In Technology Group and the Client for the supply of staff to be engaged directly by the Client and are deemed to be accepted by the Client upon the first of the following to occur: (a) Client’s execution of the Agreement; (b) Client’s request for services; (c) Client’s in-person, online video platform, or phone interview of a Candidate to perform to Client’s standards, including the role’s responsibilities and tasks, job site location, start date, expected hours, benefits and pay, required experience, qualifications, training and In Technology Group will use commercially reasonable efforts to Introduce Candidates who meet the Client’s expectations; however In Technology Group makes no warranty as to the suitability or capability of a Candidate. Client acknowledges and agrees that In Technology Group solely provides a referral service and that only Client can adequately determine whether a Candidate is qualified or fit for an Engagement. In Technology Group takes no responsibility for any liability resulting from an Engagement form Candidate’s acts or omissions.

2.2. These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of In Technology Group, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the

2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between In Technology Group and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

3. NOTIFICATION AND FEES

3.1. The Client agrees:

(a) To notify In Technology Group immediately of any offer of an Engagement which it makes to the Candidate;

(b) To notify In Technology Group immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Compensation to In Technology Group; and

3.2. No fee is incurred by the Client until the Candidate commences the Engagement.

3.3. In Technology Group reserves the right to charge interest on invoiced amounts unpaid for more than 7 days at the rate of 1.5% per calendar month or part thereof on overdue payments.

3.4. If Client Engages a Candidate, Client shall pay In Technology Group the Fee equal to 35% of the Total Compensation and within seven (7) days from the date of invoice, regardless of the length of the Engagement. Client shall provide In Technology Group with all invoicing requirements prior to an Engagement; however, Client’s failure to do so does not waive Client’s obligations. In Technology Group shall charge interest on all overdue amounts at the higher of (a) 1.5% per month or (b) the highest rate permitted by applicable law. For the avoidance of doubt, (and without limitation), the use by the Client of any social media or other internet or web-based technologies for the purposes of recruiting or satisfying itself as to the suitability of Candidates shall not affect the Client’s obligation to pay the introduction fee where there has been an Introduction of the Candidate by In Technology Group.

3.5. Client shall pay In Technology Group the Fee equal to 35% of the Total Compensation if Client Engages a Candidate within twelve (12) months from the latest to occur of the following: (a) Client’s in-person interview, phone interview or online video platform interview of the Candidate; (b) any Introduction or any re-Introduction; (c) the most recent discussion between the Parties regarding the Candidate; (d) Client’s withdrawal of an offer; or (e) Client’s rejection of the Candidate. However, should Client fail to notify In Technology Group of an Engagement within five (5) days of the Candidate’s start date, Client shall immediately pay In Technology Group a non-refundable fee equal to the higher of (a) three times the Fee or (b) three times the prevailing market rate as determined by In Technology Group in its reasonable discretion.

3.6. If Client withdraws a written or verbal offer, subject to satisfactory background/references checks, Client shall immediately pay In Technology Group a non-refundable $10,000 Fee.

4. REBATES

4.1. In Technology Group shall guarantee a Candidate’s Engagement for eight (8) weeks from the Candidate’s agreed start date. If that Candidate’s Engagement ends during the 8 week period, In Technology Group may issue a one-time refund to Client equal to 12.5% of the Fee for each full week in the 8 week period in which that Candidate is no longer Engaged.

4.2. Under no circumstances will In Technology Group issue a refund if: (a) the cause of employment termination or resignation is beyond In Technology Group’s control or unrelated to the Candidate’s qualifications; (b) Candidate is laid off; (c) Candidate is discharged without cause; (d) Client fails to notify In Technology Group, in writing, of the reason for the employment termination or resignation, within seven (7) days of the Candidate’s last full working day; (e) Client fails to timely pay the full Fee; or (f) Client fails to comply with this Agreement.

5. SUITABILITY AND REFERENCES

5.1. In Technology Group endeavors to ensure the suitability of any Candidate introduced to the Client by obtaining confirmation of the Candidate’s identity; that the Candidate has the experience, training, qualifications and any authorization which the Client considers necessary or which may be required by law or by any professional body; and that the Candidate is willing to work in the position which the Client seeks to fill.

5.2. At the same time as proposing a Candidate to the Client In Technology Group shall inform the Client of such matters in clause 6.1 as they have obtained confirmation of. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or Bank holiday) following save where the Candidate is being proposed for a position which is the same as one in which the Candidate has worked within the previous five business days and such information has already been given to the Client.

5.3. In Technology Group endeavors to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Client seeks to fill.

5.4. In Technology Group endeavors to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

5.5. Notwithstanding clauses 5.1, 5.2, 5.3 and 5.4 above the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or In Technology Group before engaging such Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.

5.6. To enable In Technology Group to comply with its obligations under clauses 5.1, 5.2, 5.3 and 5.4 above the Client undertakes to provide to In Technology Group details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorization which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition the Client shall provide details of the date the Client requires the Candidate to commence, the duration or likely duration of the work; the minimum rate of Compensation, expenses and any other benefits that would be offered; the intervals of payment of Compensation and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.

6. SPECIAL SITUATIONS

6.1. Where the Candidate is required by law, or any professional body to have any qualifications or authorizations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, In Technology Group will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorizations of the Candidate, two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Candidate is suitable for the If In Technology Group is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.

7. LIABILITY

7.1. In Technology Group shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with In Technology Group seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of In Technology Group to introduce any For the avoidance of doubt, In Technology Group does not exclude liability for death or personal injury arising from its own negligence.

8. GENERAL

8.1(a) If any provision or part-provision of these Terms of Business is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void, invalid or unenforceable and it shall be binding in that changed or reduced form.

8.1(b) If such modification under Clause 8.1a) is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 8.1 shall not affect the validity and enforceability of the rest of these Terms of Business.

9. LAW

9.1. These Terms are governed by the law of the state of Texas and are subject to the exclusive jurisdiction of the courts of Travis County,

IN TECHNOLOGY GROUP INC TERMS OF BUSINESS