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Recruiting Agreement

NOTE: Recruiters can now submit candidates directly at Sharecare Careers subject to the following terms:

Sharecare, Inc. (“Company”) and each contractor entering into this agreement (“Contractor”) for themselves and their subsidiaries and affiliates, hereby agree as follows:

A. Scope

Contractor agrees to provide services: (i) to recruit individual for permanent hire (“Candidates”) by Company (“Recruiting Services”); and/or (ii) staffing of individuals assigned by Contractor (“Assigned Workers”) to provide services to Company (“Staffing Services”).

B. Recruiting Services

1. Referral Fee

Company will pay Contractor a fee equal to 15% (or other percentage agreed in writing) of the candidate’s base salary for Candidates referred by Contractor (“Referral Fee”). Base salary does not include any bonus, commission, relocation, or other payments.

2. Placement Guarantee

If any Candidate resigns or is terminated for performance reasons within the first 90 days of employment, Contractor will replace such Candidate at no additional fee or, at Company’s option, provide a prorated refund for such Candidate.

3. Referral Fee Disputes

In the event that a Candidate referred by Contractor submitted his/her resume directly or through another recruiter to Company, Contractor will be entitled to a full, partial, or no Referral Fee, as determined in the reasonable discretion of Company based on the terms of this agreement and all other circumstances related to the source of the Candidate.

4. Candidate Submission
Contractor will submit Candidates to Company via the manner specified by Company from time to time, including by submitting Candidates information via an online platform of Company.

C. Staffing Services

1. Fees

Company will pay Contractor for Staffing Services as mutually agreed in writing for each Assigned Worker.

2. Time Sheets

Assigned Workers will submit time sheets for approval by Company. Company signature or other agreed method of approval for time sheets authorizes Contractor to bill Company for those hours. If a portion of any invoice is disputed, Company will pay the undisputed portion.

3. Conversion

Company has the right to hire any Assigned Worker provided by Contractor as follows:

  • If the date of the hire is within 90 days worked, Company will pay Contractor 15% of the Assigned Worker’s annual base salary.
  • If the date of the hire is within 91 to 120 days worked, Company will pay Contractor 12% of the Assigned Worker’s annual base salary.
  • If the date of the hire is within 121 to 180 days worked, Company will pay Contractor 8% of the Assigned Worker’s annual base salary.
  • Contractor will receive no placement fee after 180 days of continuous engagement of the Assigned Worker in question.

4. Intellectual Property

a. Except as otherwise required by law, Contractor agrees that any inventions, works of authorship or other intellectual property, including, but not limited to, source code and documentation, conceived, developed, originated, fixed or reduced to practice by Assigned Worker or under Assigned Worker’s direction during Assigned Worker’s assignment to Company (the “Deliverables”) shall be the sole and exclusive property of Company and Company shall maintain all worldwide right, title and interest therein.

b. Contractor agrees (without further compensation) to execute any applications, agreements and instruments (including any assignment agreements and instruments) and to do all other things reasonably requested by Company, at Company’s expense (both during and after the Term of this Agreement) in order to vest more fully in Company all worldwide ownership rights in such deliverables, including, without limitation, United States and foreign patent or other proprietary rights and copyrights. Ownership of all deliverables shall be deemed to be assigned and transferred by Contractor completely and exclusively to Company by virtue of the execution of this Agreement.

c. Contractor acknowledges, confirms and agrees that Company, without the necessity of any further consideration or action on the part of Company or Contractor, shall have the right to make (or have others on Company’s behalf make) enhancements and derivative works of the same and that Company or its designee shall own all worldwide right, title and interest in and to all such enhancements and derivative works.

d. Contractor shall also obtain, to the extent permitted under applicable law, the agreement of each Assigned Worker to this Section 4.

D. General Terms

1. Payment Terms

Contractor will submit invoices to Company on the 15th and last day of each month. Payment to Contractor will be made within 30 days of receipt of a valid invoice.

2. Professional Services Warranty

All services shall be provided in a professional and workmanlike manner in compliance with all laws. All Candidates and Assigned Workers providing services to Company will be required to execute additional documents related to confidentiality, intellectual property, and company policies of Company.

3. Confidentiality

a. During the Term of this Agreement, a party (the “Discloser”) may disclose to the other party (the “Recipient”) information that the Discloser considers confidential (“Confidential Information”).

b. The Recipient agrees to hold in confidence and not use, publish, disclose or utilize in any manner, except as may be required by law, any information the Discloser reasonably considers confidential, or otherwise identified as proprietary to, or a trade secret of, the Discloser.

c. Confidential Information shall not include information which: (i) was known to Recipient without restriction before receipt from Discloser; (ii) is publicly available through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by Recipient.

d. Contractor shall also obtain, to the extent permitted under applicable law, the agreement of each Assigned Worker to this Section 3.
4. Contractor Representations

Contractor represents and warrants that Contractor and its Assigned Workers have the right to perform the services under and pursuant to this Agreement without violation of obligations to others, and that Contractor and its Assigned Workers have the right to disclose to Company all information transmitted to Company in the performance of services under and pursuant to this Agreement and Contractor agrees that any information submitted to Company, whether patentable or not, may be used fully and freely by Company.

5. Non-Solicit

So long as Contractor performs services for Company pursuant to this Agreement and for a period of one year thereafter (“Restricted Period”), Contractor shall not directly or indirectly solicit or otherwise induce any employee, agent, or any other person having a business relationship with Company to discontinue or modify such business relationship with Company.

6. Term and Termination

The term shall commence on the day this Agreement is signed by all parties and continue until terminated in accordance with this Agreement. Either party to this Agreement may terminate at any time with written notice. Any payment obligations for candidates submitted prior to termination will continue to apply for a period of one year.

7. Relationship of Parties

It is understood by the parties that Contractor is an independent contractor with respect to the Services provided under this Agreement, and not an employee of Company.
8. Entire Agreement

This Agreement is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. Failure to enforce any of provisions of this agreement will not constitute a waiver.

9. Governing Law

This agreement is governed by the laws of the state listed in the notice address of Company, excluding its conflict-of-laws principles.

10. Additional Terms
These terms are supplemental to any additional terms mutually agreed by the parties in writing.

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