RECRUITMENT SERVICE AGREEMENT

November 24, 2023

RECRUITMENT SERVICE AGREEMENT

This Agreement is made by and between _________________________ of address
_________________________ (“Agency”) and Execruit GmbH of address
_________________________ (“Client” or “Company”)

WHEREAS: the Client is desirous of engaging the Agency to provide recruitment services on
such terms as are set out throughout this agreement and the Agency for his part is desirous of
being engaged by the Client to provide said recruitment services on said terms.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Term
This agreement is made and becomes effective on the date of execution and it shall come to an
end by notice as defined in clause 8 below (Termination).
2. The Services
The purpose of this Agreement is to engage the Agency to conduct research, screen, identify
suitable candidates, and present them to the Client’s client accounts.
Services: The Agency shall provide the following services to the Client:
 Conduct research and screen candidates for the Client’s client accounts.
 Identify suitable candidates for the Client’s client accounts.
 Present the suitable candidates to the Client’s client accounts.
It is hereby agreed and understood that the Services will be provided by the Agency 3 days per
week.
3. Payment
In consideration of its services under the Agreement, the Client agrees to pay the Agency a
monthly fee of ____________. The fee is payable within 30 calendar days of its due date and
should be paid net of all applicable local taxes, charges, and any other deductions.
4. Referral Award
The Agency will receive a referral award of [amount or percentage] for each successful referral
made by the Agency that results in the engagement of a new client by Execruit GmbH. The terms
of the referral award, including the calculation of the award amount, will be outlined in the
Service Delivery Plan.

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5. Service Delivery Plan
The Agency shall submit a detailed Service Delivery Plan to the Client, which will include a
description of the services to be provided, the time frames for service delivery, the measures for
service quality; and the referral award calculation method, if applicable. The Service Delivery
Plan will be reviewed and approved by the Client and may be updated from time to time as the
services evolve. The Agency agrees to abide by the terms of the Service Delivery Plan.
6. Company Processes and Operating Procedures
The Agency shall comply with all Company processes and operating procedures related to
business conduct and reporting, as outlined in the Company’s policy manual and any other
relevant documents provided by the Client. The Agency shall ensure that all personnel
performing services under this agreement are familiar with and comply with these processes and
procedures.
The Agency shall promptly report any deviations from the Company’s processes and procedures
to the Company and shall take corrective action as directed by the Company. The Agency shall
maintain accurate records and documentation of all services provided and shall make such
records and documentation available to the Company upon request.
The Agency shall cooperate with the Company in conducting any audits, reviews, or
investigations related to the services provided under this agreement and shall provide all
information and assistance as requested by the Company. The Agency shall comply with all
applicable laws, regulations, and standards, including those related to data protection and
privacy.
7. Non-Compete Covenant
During the term of this agreement and for a period of 3 years after the termination of this
agreement for any reason, the Agency shall not directly or indirectly engage in any business that
competes with Client.
Nor shall the Agency solicit any of Execruit GmbH’s client(s) for the benefit of a third party that
is engaged in a similar business to that of the Execruit GmbH e.g., “recruitment services for life
sciences companies”.
8. Termination
Either Party may terminate the Agreement by issuing a 30 calendar days prior written notice to
the other Party. If the Agency terminates the Agreement, the Agency shall reimburse the Client
any amounts previously paid to the Agency for which the Agency has not yet performed the
Services.

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9. Confidentiality
Confidentiality Commitment: The Agency hereby acknowledges and affirms its commitment to
maintaining the confidentiality of the Client’s sensitive information. The Agency understands the
importance of protecting the Client’s confidential information and shall take all necessary
measures to ensure its security and confidentiality.
The Agency agrees not to disclose, publish, or otherwise divulge any confidential information of
the Client to any third party without the prior written authorization of the Client. The Agency
acknowledges that the unauthorized disclosure of confidential information could cause
significant harm to the Client and shall take all necessary steps to prevent such disclosure.
For the purpose of clarity and to ensure that there is no confusion regarding the confidentiality
obligations of the parties, the parties agree to maintain the confidentiality of the information as
outlined in the Non-Disclosure Agreement that was signed on the 24th of January, 2023. The
parties acknowledge that the Non-Disclosure Agreement is an integral part of this agreement and
that its provisions shall continue to be binding on the parties for the duration of this agreement.
10. Liability
THEREFORE under the terms of this agreement which is hereby acknowledged, the Agency do
hereby release and forever discharge any liability to the undersigned Client from all claims,
demands, damages, actions, cause of action, or suits of any kind or nature whatsoever, which
now have or may hereafter have, arising out of this agreement, and also any and all injuries and
damages that may develop in the future, as a result of or in any way relating to the liability.
11. Remedies
Should the Agency breach any of the provisions of this Agreement by unauthorized use, or by
disclosure of the Confidential Information to any unauthorized third party to the Company’s
detriment or damage, the Agency agrees to reimburse the Company for any loss or expense
incurred by the Company as a result of such use or unauthorized disclosure or breach, attempted
disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the
Company in enforcing the provisions hereof. Agency further agrees that any unauthorized use of
or disclosure of the Confidential Information will result in irreparable damage to the Company
and that the Company shall be entitled to an award by any court of competent jurisdiction of a
temporary restraining order and/or preliminary injunction against such unauthorized use or
disclosure by the Agency without the need to post a bond. Such remedies, however, shall not be
deemed exclusive for any breach of this Agreement but shall be in addition to all other remedies
available at law or equity
12. Dispute Resolution
In the case of a disagreement, the Parties undertake to engage in good faith negotiation to resolve
it. If the Parties are unable to resolve a disagreement via good faith negotiation, they agree to

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resort to binding mediation or arbitration. In the case of Arbitration and/or Mediation, the
victorious Party is entitled to recover its legal expenses, including but not limited to lawyers’
fees.
13. Notices
Any notice served under this Agreement shall be made in writing and shall be considered served
if it is handed to the other Party in person or delivered to their last known address or any other
such address as the Party being served may have notified as his address for service. A notice
delivered via e-mail to a known and agreed e-mail address is considered as valid notice All
notices shall be delivered in English.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Insert
Jurisdiction].
15. Contract in its entirety
This Agreement contains the Parties’ complete knowledge of their respective rights and duties.
This Agreement takes precedence over any previous written or oral discussions between the
Parties. Any further amendments or modifications to this Agreement must be in writing and
signed by both Parties.
By signing below, the signatory hereby attests they are authorized to bind the company to the
terms herein and hereby acknowledge receipt and agreement with the terms on pages 1-4 of this
document.
16. Modification.
Either party to this Agreement may modify/amend or have an addendum to the provisions of this
agreement by having the same being in writing and signed by both parties.
The Agency
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________

The Client
Signed: _____________________________________
Name: _____________________________________

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Date: _____________________________________

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