THE GREAT HIRING PARTNER
TERMS & CONDITIONS

The Great Hiring Partner Program

Dear New Partner,

The Contractor Consultants LLC ("We" or "Us") are excited to partner with you and provide our comprehensive annual hiring solution designed to support your growth through strategic recruitment and retention. Below are the key terms of our engagement.

Scope of Services & Definitions

We simplify hiring in construction by matching you with the perfect fit, from tradespeople to executives, streamlining your process. Here is what we deliver as part of the Great Hiring Partner Program:

The Annual Hiring Engine (Core Deliverables)

Develop and manage a Branded Hiring Suite, with custom-tailored job descriptions and employer branding assets to attract top talent.
Provide full-service Done-For-You Hiring for each active search, managing the recruitment process from sourcing to screening.
At your request, conduct up to two (2) Background Screenings (criminal background screening at county, state, and national scope where available) per Hiring Funnel.
At your request, conduct a maximum of two (2) Reference Verifications per offer confirmation.
At your request, administer up to two (2) Personality Assessments (Kolbe-A Index) per Hiring Funnel to assess candidate cultural and behavioral fit.

If you elect not to utilize any of these services, they will not be performed.

Organizational Chart (Semi-Annual)

Up to twice per annual term, we will provide:

A Current & Future Organization Map Build-Out to visualize and plan your structural growth.
A Labor Cost Checkpoint for up to five (5) positions to ensure your compensation packages remain competitive within the current market.

Retention & Review (Quarterly)

Up to four (4) times per annual term, we will conduct:

An Employee Engagement Survey to gauge team sentiment.
A Hiring Review Sync (during periods where no Hiring Funnels are active) to optimize long-term strategy.

Market Intelligence (Monthly)

When published, you will receive monthly access to "The Friday Pour" newsletter, delivering ongoing industry insights and market trends.
During periods where Hiring Funnels are active, the parties agree to conduct the Hiring Review Sync on a monthly basis to ensure real-time campaign alignment.

Hiring Funnel Operational Guidelines

Definition of "Hiring Funnel"

A single Hiring Funnel is defined as one (1) singular job title within one (1) singular physical location.

Location Radius: A standard location is defined by a specific Zip Code with a primary target radius of 50 miles (aligned with industry standard job board structures). Any requirement beyond this 50-mile radius constitutes a separate location and requires a separate Hiring Funnel credit.
Multiple Locations: If you require the same Job Title in two different locations (outside the defined radius), this counts as two (2) separate Hiring Funnels.

Hiring Funnel Duration

Each Hiring Funnel is active for a total period of eight (8) weeks of active campaigning and recruitment.

Post-Funnel Candidate Warming

Following completion of a Hiring Funnel, we will provide post-funnel candidate warming for a period of one (1) month. During this period, we will send two (2) outbound communications to candidates remaining in the pipeline or designated as backups, to maintain candidate engagement in the event of a replacement need or additional hire. This post-funnel support does not constitute an extension of the Hiring Funnel, a guarantee of candidate availability, or an additional search.

The "No Changes" Policy

Once a Hiring Funnel is activated and the campaign is live, the specific role and location cannot be changed. If you wish to change the Role Title or the Location after launch, the existing Funnel must be closed, and a new Hiring Funnel credit must be utilized.

Commission-Only Roles (Disclaimer)

You acknowledge that "Commission-Only" positions (zero base salary) present unique challenges in the current labor market. While we will execute these searches, you accept that these roles typically result in lower application volume, lower candidate quality, and worsened performance metrics compared to roles offering a base salary. We cannot guarantee standard performance results for Commission-Only Hiring Funnels.

Funnel Closure

A Hiring Funnel is deemed closed, and the corresponding Hiring Funnel credit is consumed, upon the earliest of:

Expiration of the eight (8) week Hiring Funnel period;
Your material failure to comply with Client Responsibilities after written notice from us;
Your election to close the Hiring Funnel following a successful hire; or
Mutual agreement of the parties to close the Hiring Funnel.

Client Responsibilities

To ensure we can work efficiently and effectively together, we ask the following from you:

Feedback: Provide substantive candidate feedback within three (3) business days of receipt. "Substantive" means feedback sufficient to allow us to adjust and improve the search, beyond a simple acceptance or rejection without explanation.
Exclusivity: You acknowledge that maintaining competing job postings during an active Hiring Funnel may result in candidate confusion, increased advertising costs, and reduced search performance. You are encouraged to disable overlapping postings during active funnels.
Disclosure: Disclose any external relationships with other recruiters or services that directly overlap with the services provided to ensure fair distribution of job ads and prevent process overlaps.
Communication: Maintain open lines of communication and make reasonable efforts to attend and participate in ongoing, recurring touchpoints and business review meetings.
Process Compliance: Follow our recommended hiring process, interview scheduling guidelines, and decision timelines. You acknowledge that deviations from the recommended process may adversely impact search outcomes.
Legal Compliance: You shall not direct us to violate applicable federal, state, or local law, including applicable anti-discrimination, pay transparency, and data privacy requirements.

Consequences of Non-Compliance

If you fail to provide substantive feedback within three (3) business days, miss three (3) or more consecutive scheduled meetings, fail to disable competing job postings, fail to disclose overlapping recruiter relationships, or fail to follow our recommended hiring process, we shall provide written notice of non-compliance. If you fail to cure within five (5) business days of such notice, we may, at our option, deem the affected Hiring Funnel closed.

What You Pay, When You Pay, and What You Get

Annual Term

This Agreement represents a twelve (12) month commitment, effective from the Effective Date.

Selected Package

Your selected package includes a total number of Hiring Funnels to be used during the Annual Term, at the agreed annual price. The Annual Fee constitutes a fixed obligation, fully earned upon execution of this Agreement. Any installment payment schedule is an accommodation to you and does not reduce, defer, or condition the underlying obligation.

You may upgrade to a higher-tier package at any time during the Term. Upon upgrade, you shall pay the difference between amounts already paid and what would have been owed under the new package for the same period, due at the time of election. All subsequent installments shall be calculated based on the new package price. Additional Hiring Funnels are available only upon receipt of the catch-up payment.

Rollover Policy

To ensure no investment is wasted, any Hiring Funnel credits unused during the Annual Term will roll over for a period of six (6) months following the expiration of the annual contract, provided the Agreement has renewed. If the Agreement is not renewed or is terminated for any reason, all unused Hiring Funnel credits shall expire as of the effective date of expiration or termination.

Payment Terms

You may select one of two payment options:

Option A: Quarterly Billing

The full Annual Fee is due and owing upon execution. As an accommodation, we agree to accept payment in four (4) equal quarterly installments, subject to your continued compliance with this Agreement.
The first payment is due upon execution. Subsequent payments will be automatically invoiced every three (3) months thereafter for the duration of the 12-month term.
Funnel activation corresponds to your payment progress: 25% of total contracted Funnels after the first quarterly payment, 50% after the second, 75% after the third, and 100% after the fourth. Fractional Funnels round up to the nearest whole Funnel.
To unlock additional capacity beyond the quarterly limit, you must pay the remaining balance of the Annual Agreement in full.

Option B: Annual Upfront (Pre-Paid)

You agree to pay the full Annual Price upon execution.
You receive immediate, unrestricted access to the total Hiring Funnel count, with no limits on concurrent usage up to your package limit.
This option covers the entire 12-month term with no recurring billing.

Late Fees

Invoices past due by more than 15 days will incur a late fee of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, on the outstanding balance. We reserve the right to pause services until the account is current.

Payment Acceleration

Following expiration of the 90-day Great Partner Guarantee period, in the event you fail to make any payment when due and do not cure such failure within thirty (30) days of written notice from us, the full remaining unpaid balance of the Annual Fee shall accelerate and become immediately due and payable. You remain liable for the entire annual commitment so long as we have not exercised our termination right.

Billing Disputes

You shall notify us in writing of any invoice dispute within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. You shall continue to pay all undisputed amounts when due. The parties shall attempt in good faith to resolve any dispute within fifteen (15) days of notice. Failure to provide timely written notice of a dispute constitutes acceptance of the invoice.

Collection Costs

If any amount due remains unpaid for more than sixty (60) days after the date due, we may, in addition to any other remedies: (a) refer the account to a collection agency or attorney for collection; (b) report the delinquent account to credit reporting agencies; and (c) recover all reasonable costs of collection, including collection agency fees and attorneys' fees.

Automatic Renewal Disclosure

This Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

At least seventy-six (76) days prior to the start of any Renewal Term, we shall provide you with written notice stating the renewal date, the applicable pricing for the Renewal Term, and the deadline and method for opting out. If we adjust pricing for a Renewal Term, you may decline the renewal by providing written notice of non-renewal prior to commencement of that Renewal Term.

By executing this Agreement, you expressly consent to automatic renewal under this Section.

The Great Partner Guarantee (90-Day Walk Away)

For your peace of mind, we offer a risk-free guarantee at the 90-day mark of this Agreement.

The Right to Cancel: If you feel we have not delivered on our promise by Day ninety (90), you may terminate this Agreement with no penalties and no remaining financial obligation.
Notice Requirement: To exercise this right, you must provide written notice of intent to cancel at least fourteen (14) days prior to the 90-day mark to allow for proper account wind-down.
Asset Retention: Upon cancellation under this clause, you retain full ownership of assets created to date, including the Branded Hiring Suite, Org Maps, and Audit results.

Termination

Termination by Client (Fixed Term Commitment)

You acknowledge that this Agreement constitutes a binding commitment for the full Annual Term. Accordingly, you may not terminate this Agreement prior to the expiration of the Annual Term, except by strictly exercising the cancellation rights expressly granted under the Great Partner Guarantee. Any attempt to terminate outside of those conditions shall be considered a breach of contract, and you shall remain liable for the full balance of the Annual Fees, with payment acceleration provisions applying.

Termination by Company (Termination for Convenience)

We reserve the right to terminate this Agreement at any time, for any reason, upon providing written notice to you.

Refund Policy: If we exercise this right after the expiration of the 90-day Guarantee window, we shall issue a prorated refund of prepaid fees calculated based on the unused portion of the Term or Services as of the effective date of termination.
No Refund for Cause: If we terminate due to your material breach (including non-payment or violation of Non-Solicitation provisions), no refund shall be issued.

Effect of Termination

Upon termination for any reason, you shall retain ownership of all Branded Hiring Suite assets and deliverables completed and paid for up to the date of termination. All outstanding invoices for services rendered prior to the termination date shall become immediately due and payable.

Material Breach

"Material Breach" means, without limitation: (a) failure to pay any amount when due; (b) failure to comply with exclusivity requirements; (c) three (3) or more instances of failure to meet feedback or communication obligations; (d) violation of confidentiality or non-solicitation provisions; or (e) any breach that we reasonably determine causes or threatens significant harm to our business, reputation, or ability to perform Services.

Mutual Non-Disparagement

You agree not to disparage us, The Contractor Consultants, and or our officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputations or personal reputations. Likewise, we agree to direct our officers and directors not to disparage you in any manner likely to be harmful to you or your personal or business reputations or relationships. Disparage, as used herein, includes without limitation false or misleading statements.

Notwithstanding the foregoing, nothing in these terms & conditions or any other agreement between the parties prohibits you or us from responding accurately and fully to any request for information or disclosure of documents if required by law, court order, subpoena or other legal process, in any criminal, civil, or regulatory proceeding or investigation, or in any legal dispute between the parties. In addition, nothing in these terms & conditions or this Agreement is intended to prohibit or restrain the parties in any manner from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation.

Confidentiality

Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, including business plans, pricing, methodologies, candidate pipelines, employee data, organizational structures, compensation information, and financial information.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Obligations

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for purposes of this Agreement; and (c) limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Company Materials (Trade Secrets)

You acknowledge that the following constitute trade secrets of the Company under the federal Defend Trade Secrets Act, the California Uniform Trade Secrets Act, and other applicable law (collectively, "Company Materials"):

Our recruiting methodologies, assessment frameworks, screening processes, candidate sourcing strategies, pricing structures, and proprietary tools.
The identities, compensation, performance data, skill profiles, and contact information of our employees, contractors, and agents.
Our internal organizational structure, reporting relationships, and staffing allocations.
Candidate pipelines, candidate databases, and sourcing channels developed or maintained by us.
Compensation benchmarking data, labor cost analyses, and market intelligence developed by us.

You acknowledge that Company Materials derive independent economic value from not being generally known, that we take reasonable measures to maintain their secrecy, and that your access to Company Materials is solely for purposes of this Agreement. You shall not reverse engineer, copy, disclose, or use Company Materials for any purpose outside the scope of this Agreement, including using Company Materials to identify, evaluate, solicit, or recruit our employees or contractors, without our prior written consent.

Duration

Confidentiality obligations shall survive termination of this Agreement for three (3) years, provided that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.

Non-Solicitation of Employees

Covenant

During the Term of this Agreement and for a period of twenty-four (24) months following its expiration or termination (the "Restricted Period"), you shall not, directly or indirectly, solicit for employment, hire, engage as an independent contractor, or otherwise retain the services of any individual who is or was an employee, contractor, or agent of Contractor Consultants LLC and who had any involvement, direct or indirect, in the provision of Services to you under this Agreement (each, a "Covered Individual"), without our prior written consent.

Scope of Solicitation

"Solicit" means any targeted recruitment effort directed at a specific Covered Individual, including direct outreach, outreach through intermediaries, referral-based recruitment, and any communication reasonably intended to encourage a Covered Individual to terminate their relationship with us. General employment advertisements not specifically directed at Covered Individuals do not constitute solicitation, provided that the hiring of a Covered Individual who responds to such general advertisement remains subject to the remedies set forth in this Section.

Recruitment Fee

In the event you hire, engage, or otherwise retain the services of a Covered Individual during the Restricted Period, whether or not such hire resulted from solicitation, you shall pay us a recruitment fee equal to forty percent (40%) of the Covered Individual's total annual compensation (including base salary, guaranteed bonus, commission targets, and the annualized value of equity or other incentive compensation) as of the date of hire or engagement. The Recruitment Fee shall be due and payable within thirty (30) days of the date of hire or engagement.

Accelerated Termination Fee

You acknowledge that the hiring or engagement of a Covered Individual during the Restricted Period constitutes a material disruption to the service relationship and is functionally equivalent to your early termination. Accordingly, in addition to the Recruitment Fee, you shall pay us an accelerated termination fee equal to two hundred percent (200%) of the Measurement Amount, which is the greatest of:

The Annual Fees payable under this Agreement for the then-current Annual Term or Renewal Term, calculated as if all scheduled payments had been made in full.
The Annual Fees paid or payable during the twelve (12) month period immediately preceding the date of hire or engagement.
The Annual Fees paid or payable during the twelve (12) month period immediately preceding the date we provide written notice of enforcement.
The highest Annual Fees payable during any twelve (12) month period within the Term.

The Accelerated Termination Fee shall be due and payable within thirty (30) days of the date of hire or engagement.

Injunctive Relief

You acknowledge that monetary damages alone may be inadequate to remedy a breach of this section, and we shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any breach or threatened breach, without the necessity of posting bond or proving actual damages.

Survival

This non-solicitation provision shall survive the expiration or termination of this Agreement for any reason.

Intellectual Property

Client Deliverables

Subject to full payment of all fees due, you shall own all right, title, and interest in the deliverables expressly created for you, including the Branded Hiring Suite, custom job descriptions, and Org Maps (collectively, "Client Deliverables"). Until all fees are paid in full, we retain a security interest in the Client Deliverables.

Company IP

We retain all right, title, and interest in: (a) the Company Materials; (b) all pre-existing intellectual property; and (c) all general know-how, methodologies, processes, and techniques developed or refined in the course of providing Services.

License

We grant you a non-exclusive, non-transferable, royalty-free license to use the Company Materials solely as incorporated into the Client Deliverables and solely for your internal hiring purposes during the Term.

Feedback

Any suggestions, recommendations, or feedback you provide regarding the Services or our operations shall be the sole property of the Company. You hereby assign to us all right, title, and interest in any Feedback, and we may use such Feedback without restriction or compensation to you.

Performance Data

We may collect and retain data regarding your use of the Services, including hiring metrics, time-to-fill statistics, and candidate flow data. We own all Performance Data and may use it in anonymized and aggregated form for benchmarking, service improvement, and marketing purposes.

Marketing Rights

We may identify you as a customer and use your name and logo in client lists and marketing materials. For testimonials, case studies, or marketing materials that include specific statements attributed to you, we shall obtain your prior written approval, which shall not be unreasonably withheld.

Data Protection & Compliance

Background Screening

You acknowledge you are the "end user" of all consumer reports obtained on your behalf under the Fair Credit Reporting Act ("FCRA"). You are solely responsible for:

Providing required disclosures and obtaining required authorizations from candidates.
Complying with all adverse action notice requirements.
Using background check information solely for lawful employment purposes.

We warrant that our background screening procedures comply with all applicable FCRA requirements, including the use of standalone written disclosure forms and proper candidate consent procedures.

Candidate Data

You represent that you have all necessary rights and consents to permit us to process candidate data for recruitment purposes.

Data Security

We shall maintain commercially reasonable safeguards to protect data in our possession. In the event of a data breach affecting your data, we shall notify you within seventy-two (72) hours of discovery.

Data Retention

Following termination, we may retain candidate data and recruitment records for up to three (3) years for compliance and legitimate business purposes.

Service Standards

Standard of Care

We shall perform the Services in a professional manner consistent with industry standards. We do not guarantee any specific outcome, including the number of qualified candidates, time to fill, candidate acceptance, or post-hire performance.

Client Cooperation

You acknowledge that successful outcomes depend substantially on your active participation. We shall not be liable for delays or failed searches attributable to your failure to meet your responsibilities.

Remedies

In the event of our material failure to perform, your sole remedy shall be, at our option: (i) re-performance of the deficient Services; or (ii) a credit toward future Services equal to the pro-rata value of the affected Hiring Funnel.

Insurance

You shall maintain throughout the Term commercial general liability insurance with limits of at least $1,000,000 per occurrence, naming us as an additional insured. You shall provide a certificate of insurance evidencing such coverage and additional insured status within ten (10) days of the Effective Date and upon each policy renewal.

To the extent you maintain employment practices liability insurance during the Term, you shall use commercially reasonable efforts to name us as an additional insured under such policy and provide a certificate evidencing such status. You are not required to obtain employment practices liability insurance if such coverage is not otherwise in place.

You shall provide us at least thirty (30) days' prior written notice of any cancellation or material change to any policy under which we are named as an additional insured.

Terms our lawyer insisted we include

The Contractor Consultants is here to help you find candidates but is not responsible for the actions, performance, or suitability of any candidate presented or any individual hired by you.

In no event will we be liable under this agreement for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of this agreement, regardless of (1) whether such damages were foreseeable, (2) whether we were advised of the possibility of such damages or (3) the legal or equitable theory upon which the claim is based. Our total liability for any and all claims and damages arising out of or related to this Agreement shall not exceed the total fees actually paid by you to us in the ninety (90) days immediately preceding the date the claim arose.

You agree to indemnify, defend, and hold us harmless from any third-party claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising out of or related to: (a) your use of the Services; (b) the actions, performance, or suitability of any candidates presented by us or hired by you; (c) your employment decisions and practices; or (d) your breach of this Agreement. This indemnification obligation shall not apply to claims arising solely from our gross negligence or willful misconduct.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Before initiating any legal proceeding, the initiating party shall first submit the dispute to mediation administered by JAMS or another mediator agreed upon by the parties, in Los Angeles County, California, with costs split equally between the parties. Any dispute not resolved through mediation shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and each party hereby consents to the personal jurisdiction of such courts. The prevailing party in any legal proceeding shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

We are an independent contractor. Nothing herein creates a partnership, joint venture, agency, or employment relationship. All candidates recruited under this Agreement are presented for engagement as your W-2 employees unless you specify otherwise in writing prior to activation of the applicable Hiring Funnel. You are solely responsible for all classification decisions regarding recruited candidates.

We shall not be liable for delays or failures to perform resulting from circumstances beyond our reasonable control, including acts of God, pandemics, government actions, labor disputes, internet failures, cyberattacks, or disruptions to third-party platforms. If a force majeure event continues for more than sixty (60) days, either party may terminate upon written notice, and you shall pay for Services rendered through termination.

You may not assign this Agreement without our prior written consent. We may freely assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of substantially all our assets.

This document constitutes the entire agreement between the parties and may not be modified or amended except through a written agreement signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

By accepting this engagement letter, you agree to the terms and we look forward to a successful hiring process with The Contractor Consultants.

Key Definitions

"Hiring Funnel": A single open role (one job title) advertised in one geographical area (one Zip Code with a 50-mile radius). The same role in two non-overlapping locations counts as two Hiring Funnels.

"Covered Individual": Any individual who is or was an employee, contractor, or agent of Contractor Consultants LLC and who had any involvement, direct or indirect, in the provision of Services to you under this Agreement, including without limitation account managers, recruiters, sourcers, coordinators, and support personnel.

"Annual Term": The twelve (12) month commitment period, effective from the Effective Date, during which the Services are provided.

"Renewal Term": Any successive twelve (12) month period for which this Agreement automatically renews following the initial Annual Term.

"Restricted Period": The Term of this Agreement plus the twenty-four (24) months following its expiration or termination, during which the Non-Solicitation covenant applies.

"Company Materials": The Company's recruiting methodologies, assessment frameworks, screening processes, candidate sourcing strategies, pricing structures, proprietary tools, employee data, organizational structures, candidate pipelines, and compensation benchmarking data, all of which constitute trade secrets under applicable law.

"Material Breach": Without limitation: (a) failure to pay any amount when due; (b) failure to comply with exclusivity requirements; (c) three (3) or more instances of failure to meet feedback or communication obligations; (d) violation of confidentiality or non-solicitation provisions; or (e) any breach that we reasonably determine causes or threatens significant harm to our business, reputation, or ability to perform Services.

THE GREAT HIRING PARTNERTERMS & CONDITIONS