Fuse Cooperative

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Master Services Agreement (MSA)

THIS MASTER SERVICES AGREEMENT (this “Agreement”) dated as of (the “Effective Date”), is made between Fuse Cooperative (referred to throughout as “Fuse”, “we”, “us”) a Colorado limited cooperative association with an address at 1800 Wazee Street, Ste 300 #50, Denver, CO 80202 USA, and, a corporation with an address at

(“Member”, “Job Owner” or “Recruiter”).

WHEREAS, Fuse has been engaged to provide a member-owned recruitment marketplace platform to enable Job Owners to distribute high quality job orders, communicate with and work with Recruiters to submit high quality candidates to make placements with the Job Owner’s clients.

WHEREAS, Member is carrying on the business of providing search services in the United States for its clients.

NOW THEREFORE, in consideration of the terms and conditions contained herein, Fuse and the Member agree as follows:

1. Scope of Services

a. Fuse is responsible for: (i) ensuring Fuse membership agreement and usage guidelines are followed, (ii) verifying job order quality to be eligible for distribution on the platform, (iii) verifying and reporting on submission quality and recruiter KPIs, (iv) platform administration and (v) invoicing and payments.

b. Job Owners are responsible for: (i) job order creation in the Fuse platform, (ii) providing responsive feedback on candidates, and conscientious client management (iii) receiving job offers for any submitted candidate and communicating the offer details to the Recruiter.

c. Recruiters are responsible for: (i) submitting qualified candidates for job orders they are invited to support, (ii) ensuring all submitted candidates are eligible to work in the United States or have a valid work visas (H1, EAD, Green Card, U.S. Citizen, TN, etc.), (iii) confirming job offers with submitted candidates.

2. Fees and Incentives

a. Direct Hire (permanent employee placement)

The Job Owner is required to enter the Annual Salary Range and Recruiter fee percentage onto the job order. After the successful placement of a candidate at a Job Owner’s client, the Job Owner is required to notify Fuse via email at help@fuse.coop and include the Job Order ID/Name and the confirmed Annual Salary. Fuse will calculate the fees to be charged to the Job Owner, which adds a Platform Charge percentage of 20% (of the Recruiter Payment) as an uplift on top of the Recruiter Payment. Fuse will calculate the incentive to be paid to the Recruiter and present the financial details back to both parties.

The calculation of fees and incentives for direct hire is as follows:

1. Recruiter Payment = Annual Salary x Recruiter Payment %

2. Platform Charge = 20% of the Recruiter Payment (paid in addition, as an uplift)

3. Job Owner Fee = Recruiter Payment = Annual Salary x Recruiter Payment %

4. Platform Charge = 20% of the Recruiter Payment (paid in addition, as an uplift)

For example:

· Recruiter Payment = $100,000 annual salary x 10%

· Recruiter Payment = $10,000

· Platform Charge = $10,000 x 20% uplift

Platform Charge = $2000

· Job Owner Fee = ($100,000 annual salary x 10%) + 20% Platform Charge uplift

· Job Owner Fee = $12,000

b. Contract (temporary staff augmentation)

The Job Owner is required to enter the hourly bill rate and hourly pay rate onto the job order and indicate to Fuse what Referral % of the Gross Margin they are willing to share with the Recruiter. Fuse will use the Referral % to calculate the Referral Fee Per Hour to enter into the Job Order, so that the Recruiter knows how much the placement will pay them.

After the successful placement of a candidate with a Job Owner’s client, the Job Owner is required to notify Fuse via email at help@fuse.coop and include the Job Order ID/Name and the confirmed hourly bill rate and hourly pay rate. Fuse will calculate the monthly fees to be charged to the Job Owner based on the hourly gross margin dollar, and will add the Platform Charge percentage of 20% as an uplift. Fuse will calculate the fee to be paid to the Recruiter and present the financial details back to both parties.

Burden Rates =

California

18%

All other US states

13%

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Monthly Hours = 120 hours (average number of billed hours)

The calculation of fees and incentives is as follows:

1. Referral Fee Per Hour = (Bill Rate – (Pay Rate + (Pay Rate x Burden)) x Referral %

2. Monthly Recruiter Payment = The Referral Fee Per Hour x 120 hours (avg # of monthly FT hours)

3. Platform Charge = Monthly Recruiter Payment x Platform Charge uplift (20%)

4. Job Owner fee = Monthly Recruiter Payment + Platform Charge uplift (20%

For example:

Referral Fee Per Hour $ = ($100 – ($75 + ($75 x 13%)) x 40%

Referral Fee Per Hour $ = $6.10

Monthly Recruiter Payment $ = $6.10 x 120

Monthly Recruiter Payment $ = $732.00

Platform Charge = $732.00 x 20%

Platform Charge = $146.40

Job Owner Fee $ = $732.00 + $146.40

Job Owner Fee $ = $878.40

3. Guarantee Period

a. A ninety (90) day guarantee period is provided on all direct hire placements made though the Fuse platform (“Guarantee Period”). If the Job Owner hires a candidate and that candidate does not remain employed by the Job Owner’s client for the duration of the Guarantee Period for any reason other than a job elimination, downsizing, or layoff, no Placement Fee will be due. The Job Owner is responsible for notifying Fuse that a candidate is no longer employed, the reason for the termination, and that they wish to exercise this guarantee. Such notification should be provided as soon as possible but in any event must be received by Fuse no later than 5 days after the end of the Guarantee Period. If Fuse does not receive such notification, Job Owner agrees that the Guarantee Period has been satisfied and no refund of the Placement Fee will be due regardless of the candidate’s employment status. If such notification is received within the required notice period, any Fee already paid by the Job Owner will be refunded by Fuse within 30 days of such notification and any Incentive already paid to the Recruiter will be refunded to Fuse within 30 days of such notification.

4. Invoicing

a. The Job Owner shall be responsible for invoicing clients for all Placement Fees. As soon as possible following the candidate’s acceptance of an offer, the Job Owner shall notify Fuse of the hire and the start date, and the Job Owner shall provide Fuse timely and accurate candidate placement data sufficient for Fuse to submit an invoice to the Job Owner and provide payment to Recruiter.

b. Direct Hire

(1) Fuse will invoice the Job Owner on the Candidate’s start date.

(2) The Job Owner agrees to pay the invoice, including any applicable taxes and the applicable Platform Charge as detailed above, within thirty (30) days from the invoice date.

(3) Fuse will pay the Recruiter Payment within five (5) days of the end of the guarantee period.

c. Contract

(1) Fuse will invoice the Job Owner monthly, with the first invoice being issued thirty (30) days from the Candidate’s first day of employment. Fuse will continue to invoice monthly until the Job Owner notifies Fuse at help@fuse.coop a Change Request.

(a) A Change Request is required to be sent to Fuse upon a change of the Candidate’s pay rate, bill rate, and end date.

(b) Upon receipt of a confirmed end date of the Candidate’s contract employment, Fuse will stop the invoicing thirty (30) days following the Candidate’s end date.

(2) The Job Owner agrees to pay the invoice, including any applicable taxes and the applicable Platform Charge as detailed above, within fifteen (15) days from the invoice date.

(3) Fuse will pay the Recruiter Payment within five (5) days of receiving payment from the Job Owner.

d. The Recruiter acknowledges and agrees that Fuse has no obligation to pay for any Recruiter Payment or other invoiced amount unless and until Job Owners pays Fuse.

e. Fuse shall have the right to offset against amounts that may be due to Members against amounts that are due to Fuse that have not been paid in accordance with these Terms. Invoicing and payment disputes between the Parties shall be resolved by Fuse. With respect to disputes arising out of payment the parties agree to use reasonable, good faith efforts to resolve such disputes within the process set out below. Such disputes may be settled for less than the full Placement Fee set or agreed upon in the Fuse Platform. Any disputes which cannot be resolved amicably shall be subject to the exclusive jurisdiction of the courts of Colorado, and the Parties hereby submit to, and waive any objection to, personal jurisdiction and venue in such courts for such purpose.

5. Candidate Ownership

a. A placement occurs when a Recruiter’s candidate is (i) submitted in the Fuse platform on an open job order, (ii) is Accepted by the Job Owner’s client, (iii) and is offered and accepts the position with the Job Owner’s client, and (iv) begins first day of employment within 180 days of Acceptance.

b. If two or more Recruiters submit the same candidate to the same job, the Recruiter whose candidate was submitted first in the Fuse platform shall deemed to have made the placement.

c. Placed candidates will be deemed to be sourced by Job Owner and not Recruiter, and no fee will be due, if all of the following criteria are satisfied: (i) the candidate existed in the Job Owner database prior to the candidate being submitted on the Fuse platform, (ii) Job Owner has engaged in recruiting activity with that candidate in the previous thirty (30) days prior to receiving them as a submitted candidate on the Fuse platform, and (iii) Job Owner notifies Fuse and provides supporting documentation of the known candidate prior to the first day of employment on that placement.

6. Term and Termination

a. The term of this Agreement shall begin as of the date a duly authorized representative of Member first accepts this Agreement and shall continue until terminated in accordance with the terms herein.

b. Fuse and Member may terminate these Terms at any time for convenience upon at least thirty (30) days prior written notice to the other Parties. Any fees, charges or payments owed for any direct hire will deemed to be still owed. Any fees, charges, or payments for contract placement will deemed to be still owed until thirty (30) days after the Candidate’s last day of contract employment on the Placement.

c. Fuse further reserves the right to suspend or terminate immediately any user account or activity if Fuse determined that Job Owners and Recruiters are submitting inferior quality job orders or candidates on a regular basis, or if they have violated any code of conduct or terms of the membership agreement, or are in violation of federal, state, or other applicable law.

d. Either Party may terminate this Agreement and any Service subscribed to hereunder, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 60 days after the non-breaching Party provides the breaching Party with written notice of such breach.

e. Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement immediately in the event another Party declares or becomes bankrupt or insolvent, or dissolves or discontinues operations.

7. Relationship of the Parties

a. The parties agree that the relationship between them is that of independent contractor and that neither party shall have any authority to represent or bind the other and that neither party shall hold itself out or have any authority as an agent of the other for any purpose whatsoever. Nothing herein shall be construed as creating a principal and agent, joint venture, or any other type of relationship besides independent contractor between Fuse and Members.

8. Non-Circumvention

a. You acknowledge and agree that a substantial portion of the compensation Fuse receives for making the platform available to you is collected through the Platform Charge and that in exchange a substantial value to you is the relationships you make with other Members. Fuse only receives the Platform Charge when Members pay and receive payment through the Fuse Platform. Therefore, at any time during, or for six (6) months from the end of an Fuse Membership (the “Non-Circumvention Period”), you agree to use the Fuse Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with another Member or arising from that relationship and not to circumvent the payment methods offered on the platform unless you pay a fee to take the relationship off of the platform (the “Conversion Fee”).

b. By way of example only, you agree that during the Non-Circumvention period you will not:

(1) Offer or solicit or accept any offer or solicitation from other Member parties identified through the platform to contract, hire, invoice, pay, or receive payment in any manner other than through the platform.

(2) Refer a Member you identified on the platform to a third party who is not a Member of the platform for purposes of making or receiving payments other than through the platform.

(3) You agree to notify Fuse immediately if a person suggests making or receiving payments other than through the platform or if you receive unsolicited contact outside of the platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Fuse by emailing: help@fuse.coop

c. You acknowledge and agree that a violation of this section is a material breach, and may result in your membership being permanently suspended and charged the Conversion Fee (defined above). This section still applies if you choose to cease using the platform, and you must pay the Conversion Fee for each other Member you wish to continue working with after you cease using the platform.

9. Confidentiality

a. By reason of the relationship hereunder, the Parties will have access to certain information and materials concerning the other that are confidential and of substantial value, which value would be impaired if such information were disclosed to third parties (“Confidential Information” as further defined below).

b. Confidential Information shall include, without limitation, the features and functions of the Fuse Platform that are not available to the general public (including screen shots of the same and future enhancements), performance and security test results related to the Fuse Platform, financial information provided by Members, content supplied by Members including Job Orders, the commercial terms of this Agreement (but not the mere existence of this Agreement), information regarding a Candidate and any other material specifically designated as confidential.

c. The Parties agree that they will not, and their employees, agents and contractors will not make use of, disseminate, post outside of the Fuse Platform or in any way disclose any Confidential Information of the other Party to any person, firm or business, except to (i) Fuse Platform users who need to know such information in order to make use of the Fuse Platform and who are bound by materially as restrictive obligations as those contained herein or (ii) for any purpose the disclosing party may hereafter authorize in writing. Each Party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each Party represents that it exercises reasonable care to protect its own Confidential Information.

d. Notwithstanding the foregoing, “Confidential Information” shall not include: (i) information previously known to the receiving Party without reference to Confidential Information, (ii) information which is or becomes publicly known through no act or omission of the receiving Party, (iii) information which has been independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information, (iv) information received from a third party under no confidentiality obligation with respect to the Confidential Information, (v) information required to be disclosed pursuant to administrative or court order, government or regulatory requirement or arbitration or litigation arising out of this Agreement.

e. Expiration or termination of these Terms shall not relieve any Party of its obligations regarding Confidential Information.

10. Publicity

a. Any Party to this Agreement shall not identify any other Party in any marketing materials without prior written consent of that Party.

11. Indemnification

a. Member will indemnify, defend and hold harmless Fuse, along with their parents, subsidiaries, affiliates, directors, officers, agents, employees and investors, from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys’ fees)(collectively “Claims”) arising from: (i) the acts or omissions of Member; and (ii) the breach of this agreement by Member. The above indemnification obligations will not apply to any act or omission taken at Fuse’s explicit direction.

b. Fuse will indemnify, defend and hold harmless Member, along with its parent, subsidiaries, affiliates, directors, officers, agents and employees, from and against any and all Claims arising from: (i) the negligent, fraudulent or wrongful acts and omissions of Fuse or its officers, employees or authorized agents; or (ii) Fuse’s material breach of this agreement.

12. Limitation of Liability

a. NO PARTY SHALL BE LIABLE FOR OR REQUIRED TO INDEMNIFY ANOTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, REGARDLESS OF HOW CHARACTERIZED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE FROM THE PERFORMANCE UNDER THESE TERMS OR IN CONNECTION WITH THESE TERMS, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

b. EXCEPT WITH RESPECT TO COMPANY’S PAYMENT OBLIGATIONS PURSUANT TO THESE TERMS AND THE COMPANY AGREEMENT, AND MEMBER’S CONFIDENTIALITY OBLIGATIONS OR A BREACH BY MEMBER OF THE TERMS OF USE, LIABILITY UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED (i) WITH RESPECT TO LIABILITY BETWEEN FUSE AND MEMBER, THE FEES RETAINED BY THE LIABLE PARTY IN THE 12 MONTHS PRIOR TO THE ACT GIVING RISE TO THE LIABILITY; AND (ii) WITH RESPECT TO COMPANY LIABILITY TO MEMBER, THE FEES RETAINED BY MEMBER IN THE TWELVE (12) MONTHS PRIOR TO THE ACT GIVING RISE TO THE LIABILITY.

13. Entire Agreement and Waiver

a. This Agreement and the attached exhibits, schedules, and attachments contain the entire agreement and represent the understanding of the parties with respect to the subject matter contained in this Agreement.

b. This Agreement revokes and supersedes all prior agreements, understandings, and communications, both written and oral, between the parties with respect to the subject matter contained in this Agreement.

c. All amendments, modifications, and waivers must be in writing and signed by authorized representatives of Member and Fuse.

d. Member and Fuse, as applicable, will comply with all applicable laws, including but not limited to Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended, and the implementing regulations for each found at 41 CFR Part 60, as well as the Department of Labor, Office of Federal Contract Compliance programs regulations at 41 CFR Part 60-1, which relate to the definition of Internet Applicants and all related record keeping requirements, as well as other relevant local regulations. In addition, Member and Fuse will incorporate this Agreement, as applicable, the Equal Opportunity clauses found at 41 CFR § 60-1.4(a), 60-250.5(a), 60-741.5(a), and 60- 300.5(a), and will likewise ensure that such laws and regulations are followed by subcontractors as required by 41 CFR § 60-1.4(d).

14. Governing Law

a. This Agreement will be governed by the laws of Colorado and the federal laws of the United States applicable therein. These Terms will be governed by and construed in accordance with the laws of the State of Colorado without regard to its conflict of law rules. If Member or Fuse access the Fuse Platform from outside of the United States, they do so at their own risk and are responsible for compliance with the laws of that jurisdiction.

15. Force Majeure

a. The Parties shall not be considered in breach of these Terms for their failure to perform or their delay in the performance of any obligation hereunder if the performance of such obligation is prevented or delayed by fire, flood, explosion, war, insurrection, embargo, governmental actions or requirements, military authority, act of God, shortages in the marketplace or any other event beyond the reasonable control of that Party. The Parties agree to take prompt reasonable actions to minimize the effects of any such event or circumstances.

16. Assignment

a. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto, and their respective successors and assigns. Neither Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party shall be able to assign the Agreement to an affiliate.

17. Severability

a. If any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue to be in full force and effect. The Parties further agree to replace such illegal, void or unenforceable provision of this Agreement with a legal, valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.

18. Survival

a. Each provision of this Agreement reasonably intended by its terms to survive termination or expiration of this Agreement shall so survive. Notwithstanding the foregoing, in the event of termination of this Agreement by any Party, the provisions of this Agreement will continue to apply to Job Order that has been created in the Fuse platform and any Candidate that has been submitted by Recruiter through the Fuse Platform as of the termination date.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed as of the Effective Date.

FUSE COOPERATIVE By: Name: Title: Date:

MEMBER By: Name: Title: Date:

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