This will confirm that _____________________________________________ (The Company), at _______________________________________________________________(Address) agrees that Produce Careers Inc. (PC) refer, for their consideration, candidates for positions within The Company. The PC Service Fee is on a contingency basis and is payable only if The Company engages the services of a candidate that it has referred to The Company through its efforts. The Service Fee is earned when The Company hires a referred candidate. The fee is payable should the company or any affiliate engage such a candidate for any position within two (2) years after the most recent communication relating to such candidate. It is understood that any e-mail, facsimile (Fax) or any other electronic transcription or transmission of any resume of a candidate, or any disclosure of any candidate's name, shall constitute an "appointment," and shall conclusively establish the presentation of the candidate as of the date of that e-mail, fax or electronic transcription/transmission or disclosure by PC. When The Company hires a candidate referred by PC, the placement shall be considered as due to PC’s efforts.

It is understood and acknowledged that the discharge of PC services necessarily will involve disclosure of candidate's name and confidential, personal information, from and about certain candidates and prospective candidates, and that all such information will be maintained in strict confidence and shall not be disclosed to any third parties or any personnel not involved in the hiring process, without the prior written consent of the candidate. The company agrees to indemnify PC for any loss, damage or claim resulting from any breach of such confidentiality of the candidate, occurring as a result of any action. Referral of information to the company regarding a candidate, whether in the form of a verbal presentation or a written resume, is done so at The Company’s request. Information regarding a PC candidate may not be given to anyone outside The Company. A candidate's current employer may not be contacted without authorization of the candidate or a representative of PC. The Company’s acceptance of candidate referrals from PC shall be conclusive evidence of The Company’s acceptance of the Service Fee charges, terms and conditions, unless PC has a signed written modification

PC Service Fees are computed at 20% of the total compensation to be earned by the candidate during such candidates’ first twelve (12) months of employment. The estimate is to be determined by The Company, the candidate and PC at the time the candidate accepts the position of employment. The estimated total compensation shall include a reasonable estimate of commissions, bonuses, incentives and other emoluments in lieu of or in addition to the salary earned by the candidate during the first twelve (12) months.

Premier Contingency Search Agreement (Cont.)

PC will replace the employee in the event that the employee hired through PC terminates or is terminated from his or her position of employment, within ninety
(90) days from the date the employee commenced said employment; provided that The Company notifies PC, in writing, of all the facts relating to the termination of said employment within five (5) business days after said termination. A ninety (90) day pro-rata refund will be provided if we are unable to replace the candidate within ninety (90) days. This guarantee is not applicable in the event that the employment is terminated because The Company has insufficient work for the employee. This guarantee is to allow the company to satisfy itself that the candidate has the requisite experience and qualifications, and that information provided by the candidate and other sources, directly or through PC, is accurate. The guarantee shall be the company’s sole remedy.

PC will invoice The Company when a candidate accepts employment. Payment terms are "NET-DUE WITHIN THIRTY (30) DAYS OF THE START DATE OF EMPLOYEE.” The guarantee referred to above is valid only if payment is received in full within thirty (30) days from the employment start date of the employee. If collection activities become necessary The Company will be responsible for all expenses thereof, including reasonable attorney fees.

The hiring decision and determination of suitability, reference checking, employment eligibility verification and conditions of employment are the responsibility of the company. PC is responsible for the search and referral of candidates.

Equal opportunity policy and practices of PC will comply with all federal, state and/or local equal opportunity practices and refers candidates solely on the basis of reported qualifications and experience, without regard to race, religion, color, creed, gender, age, national origin, marital status, sexual preference, veteran status or disability.

Produce Careers Inc. thanks you and appreciates the opportunity to facilitate completing The Company’s personnel requirements.