NOW THEREFORE, In consideration of the mutual promises and covenants here in, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Employment Positions. Recruiter is authorized to recruit candidates for the following positions: all open positions.

2. Referred Candidate. Any candidate whom Recruiter has introduced to Client by submission of a written resume and, in return, whom received written approval from the Client and was subsequently interviewed by Client either in person or via telephone is a “Referred Candidate.” The date upon which the Client receives the written resume is the “Referral Date.”

3. Compensation. Recruiter shall charge, and Client agrees to pay to Recruiter, a fee of twenty-five percent (25%) of the first year’s base annual salary of any Referred Candidate actually hired by Client (the “Contingency Fee”). Bonus, overtime, and other compensation are not part of the fee calculation. In the event Client hires a Referred Candidate at any time within one (1) year of the Referral Date, in any capacity (including as an employee, consultant, or independent contractor), Client shall pay the Contingency Fee to Recruiter. The Contingency Fee is payable within thirty (30) days after Referred Candidate’s start date. The Referred Candidate shall not be required to pay any fees to Recruiter.

4. Guarantee Policy. If, within ninety (90) days of the Referred Candidate’s first day of employment, the Referred Candidate fails to meet Client’s requirements, is terminated (except if position is eliminated or there is insufficient work for the candidate), or resigns from employment for any reason, Recruiter shall replace the employee at no additional Contingency Fee.

5. Recruiter Responsibilities. If Client requests, Recruiter agrees to contact business references submitted by each candidate. Recruiter agrees to refer only those candidates that are qualified and experienced for the positions available.

6. Term of Agreement. The services called for under this Agreement shall commence today, and extend for a period of one (1) year. This Agreement will automatically renew on a month-to-month basis until terminated pursuant to the Termination provision below.

7. Termination. Either Party may terminate this agreement at any time, with or without cause, upon thirty (30) days’ prior written notice. Not withstanding, section 4 stated above ("Guarantee Policy") shall survive Termination of this Agreement.

8. Choice of Law. Any dispute under this Agreement or related to this Agreement shall be decided in accordance with the laws of the state of Michigan. Any claim arising out of this Agreement shall be brought in the State of Michigan. The prevailing Party shall be entitled to reimbursement of fees and expenses, including attorney fees and those fees associated with the appeal of any claim.

9. Assignment. Neither Party shall assign, subcontract, or transfer any of its rights or obligations under this Agreement to a third party without prior written consent of the other Party. If there is a valid assignment, subcontract, or transfer, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

10. Discrimination. In compliance with federal law, neither Party will discriminate in referral or employment/hiring processes on the basis of race, color, religion, national origin, marital status, sex, age, disability/handicap, or veteran status, which are unrelated to the ability to do the job for which the applicant/candidate is referred, excluding bona fide occupational qualification exceptions.

11. Confidential Matters and Proprietary Information. Recruiter recognizes that, during the course of Agreement performance, Recruiter may acquire knowledge of confidential business information or trade secrets. Recruiter agrees to keep all such confidential information in a secure place and not to publish, communicate, use, or disclose, directly or indirectly, for his/her own benefit or for the benefit of another, any such confidential business information or trade secrets either during or after contract Agreement performance. Upon Termination or expiration of this Agreement, Recruiter shall deliver all records, data, information, and other documents produced or acquired during the performance of this Agreement, and all copies thereof, to the Client. Such material shall remain the property of the Client. This obligation of confidence shall not apply to information that (i) is available to the Recruiter from third parties on an unrestricted basis, or (ii) is disclosed by Recruiter to others on an unrestricted basis. Client agrees to maintain confidentiality of all information on any Referred Candidate.

12. Agreement. This Agreement supersedes all prior oral or written agreements, if any, between the Parties and constitutes the entire Agreement between the Parties. The Agreement may be supplemented, amended, or revised only in writing by agreement of the Parties. The Agreement includes all affiliates of Cambridge Recruitment Group.