aiTWorks

Company Registration

EMPLOYMENT REFERRAL Agreement

This Employment Referral Agreement (the “Agreement”) is entered into on [date] by and between aITworks, Inc., a California corporation (“aITworks”) and (“Client”).

RECITALS

A. aITworks is in the business of coordinating and providing employment referral services.

B. Client is currently seeking to hire an employee.

C. Client desires to retain aITtworks to receive the employment referral services.

Now, therefore, in consideration of the promises and covenants contained here and other valuable consideration, the parties agree as follows:

1. Services. aITworks shall provide Client with employment referral services, including but not limited to (i) providing access to aITworks’ candidate data system and (ii) selecting and introducing candidate who may meet the Client’s criteria.

2. Referral Fee. For each candidate referred by aITworks that Client ultimately hires (“Employee”), the Client shall pay aITworks ten percent (10%) of the Employee’s annual salary for the first year of employment (“Referral Fee”).

3. Timing of Payment of Referral Fee. Client shall pay aITworks fifty percent (50%) of the Referral Fee within seven (7) days from the Employee’s hire date. Client shall pay the remaining fifty percent (50%) of the Referral Fee within one month from the Employee’s hire date.

4. Refund of Referral Fee. Client shall not be entitled to a refund of the Referral Fee unless the Employee is terminated within three months from the Employee’s date of hire, in which case aITworks shall refund thirty percent (30%) of the Referral Fee. The remaining seventy percent (70%) shall not be refundable under any circumstances.

5. No Employment Relationship with Candidates. No employment relationship is created between aITworks and the candidates registered with aITworks. Client shall be the Employee’s sole employer and solely responsible for its obligations arising from the hiring of the Employee, including but not limited to wages, salaries, payroll taxes, and workers compensation insurance.

6. Confidential Information. Client agrees to hold in confidence the identity and personal information of all candidates referred to by aITworks and the contents of any files, documents and data provided or accessible by the Client. Client further agrees that all such files, documents and data remain the property of aITworks and agrees not to make copies or reproduce the contents and that upon request, Client shall return them promptly to aITworks. In the event that Client discloses any information regarding the aITworks’ candidates to third parties and the third party subsequently employs the candidate, aITworks shall be entitled to receive the full Referral Fee from Client that would have been payable by the third party for the candidate. Client’s obligations under this section shall survive the termination of this Agreement.

7. No Direct Contact. Client shall not contact aITworks’ candidates directly without its consent. In the event that Client hires any of the aITworks’ candidates whose information was provided by aITworks within six months from the execution of this Agreement, Client shall pay aITworks the full Referral Fee that would have been payable for the candidate. Client’s obligations under this section shall survive the termination of this Agreement.

8. Termination. This Agreement may be terminated at any time by giving the other party thirty (30) days prior written notice.

9. Counterparts. This Agreement may be executed in counterparts.

10. Governing Law. This Agreement shall be governed by and enforceable under the laws of California. Any dispute arising out of or relating to this Agreement shall be resolved by a proceeding in a court in California.

11. Entire Agreement; Integration. This Agreement constitutes the entire agreement between the parties with regard to the matter dealt with herein and no representations, terms, conditions, or warranties, express or implied, not contained in this Agreement shall be binding on the parties.

12. Severability. The provisions of this Agreement are severable. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining parts shall remain in full force and effect as if the invalid or unenforceable provision had not been a part of this Agreement.

13. Mutual Agreement. This Agreement is the product of mutual negotiation, contribution and drafting of the parties, and the fact that one party or the other, or its attorneys, drafted any particular provision or language shall not affect the interpretation thereof.

14. Modifications. All modifications to this Agreement must be made in writing and signed by both parties.

15. Waiver. Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

16. Indemnity. Client shall indemnify aITworks, its affiliates, its officers, directors, shareholders, employees and agents, and its successors and assigns, and hold them harmless from any and all losses, liabilities, damages and expenses, arising out of or relating to this Agreement and the employment of the Employee, including but not limited to the payment of any damages, judgments, settlements, attorneys’ fees and costs incurred by aITworks in defending such claims against it.

17. Attorney Fees and Expenses. In the event of a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

18. Arbitration. In the event that a dispute arises out of or related to this Agreement, the parties agree to submit the matter to arbitration before an arbitrator with ADR Services, Inc. in Los Angeles County and shall be conducted under its Arbitration Rules. All expenses in connection with the arbitration shall be borne equally by the parties. By agreeing to arbitration, the parties agree to waive any right they have to a court or jury trial. The decision of the arbitrator shall be final and binding. The parties further agree that the finding of the arbitrator may be entered as a judgment by any Judge of the Superior Court of the State of California.