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EMPLOYMENT REFERRAL Agreement

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

RECITALS

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

B. Candidate is currently seeking employment.

C. Candidate desires to retain aITworks 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 Candidate with employment referral services, including but not limited to (i) introducing Candidate to potential employers which may meet his/her criteria with respect to wages, salaries, employee benefits and job descriptions and (ii) making Candidate’s resume accessible through aITworks’ website for hiring entities.

2. Registration Process. After the execution of this Agreement, Candidate shall meet with aITworks’ representative and the representative shall conduct an initial interview to obtain the Candidate’s information and qualifications. Candidate shall also be required to upload his/her resume to aITworks’ website.

3. Educational Seminar. Candidate may attend aITworks’ educational seminars for a fee. The details of such seminars will be provided upon request. Candidate may also be able to access educational information through aITworks’ website.

4. Relationship. Nothing in this Agreement shall create an employment, partnership or joint venture relationship between aITworks and Candidate. At no time may Candidate represent himself/herself as affiliated with aITworks. Candidate shall have no authority to bind aITworks, shall not enter into any agreements on behalf of aITworks, and shall make no express or implied warranty on behalf of aITworks.

5. No Direct Contact. Candidate shall not directly contact hiring entities referred by aITworks without its consent.

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

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

8. 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.

9. 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.

10. 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.

11. 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.

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

13. 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.

14. Indemnity. Candidate 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 Candidate’s employment with hiring entities referred by aITworks, 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.

15. 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.

16. 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.