Independent Recruiter Agreement

"Candidate" means any individual sourced, identified, introduced, or referred by Recruiter through the Rounds platform for consideration by a Client.

"Client" means any company, organization, or entity that has engaged Rounds for recruiting or hiring services, whether through a signed agreement, active engagement, or pipeline relationship.

"Placement" means the event in which a Candidate sourced by Recruiter is hired by a Client and commences employment (or independent contractor engagement of 12 months or longer).

"Placement Fee" means the fee charged by Rounds to the Client for a successful Placement, calculated as a percentage of the Candidate's first-year base salary (or annualized compensation for hourly/contract roles), as agreed between Rounds and the Client. The Placement Fee typically ranges from 5% to 25% of base salary and is set by Rounds on a per-Client basis, provided that for Placements sourced through Recruiter's pipeline the Placement Fee shall not be less than ten percent (5%) of the Candidate's first-year base salary. Rounds shall disclose to Recruiter the actual Placement Fee percentage charged to the Client for each Placement at the time of invoicing under Section 3.4.

"Recruiter Share" means the percentage of the net Placement Fee actually collected by Rounds from the Client for any given Placement that is payable to Recruiter, as specified in the "Fees for this Role" in the Execution Section below.

"Protected Client" means any Client for whom Recruiter has actually submitted one or more Candidates through the Rounds platform. For clarity, mere awareness of a Client, visibility of a Client on the Rounds platform, or receipt of information about a Client shall not, without an actual Candidate submission by Recruiter, cause such Client to be a Protected Client. Protected Client status applies only with respect to the specific Client for whom Recruiter submitted Candidates and does not extend to affiliates of such Client unless Recruiter also submitted Candidates to those affiliates.

"Restricted Period" means the period beginning on the Effective Date and ending twelve (12) months after the termination or expiration of this Agreement.

2.1 Rounds engages Recruiter, and Recruiter accepts such engagement, as an independent contractor to source Candidates for Client positions made available through the Rounds marketplace.

2.2 Recruiter shall only submit Candidates through the Rounds platform for roles designated by Rounds. Recruiter has no authority to contact Clients directly, negotiate fees, or make representations on behalf of Rounds.

2.3 Rounds retains sole discretion over Client relationships, including which roles are made available to Recruiter and all commercial terms with Clients, subject to the minimum Placement Fee floor and disclosure obligations set forth in the definition of "Placement Fee" in Section 1.

2.4 Recruiter acknowledges that Rounds invests significant resources in acquiring, developing, and maintaining Client relationships, and that these relationships constitute valuable trade secrets and proprietary business assets of Rounds.

3.1 Revenue Split. For each successful Placement, Recruiter shall receive the Recruiter Share of the net Placement Fee collected by Rounds. Rounds shall retain the remainder.

3.2 Payment Timing. Recruiter Share payments will be made in accordance with the applicable client guarantee structure: (i) under standard 30/60/90-day guarantees, payments follow the completion of the guarantee period without clawbacks; or (ii) where the client guarantee is provided solely in platform credits (not cash refunds), payment will be made within thirty (30) days of placement. In all cases, the payment period begins upon Rounds' actual receipt of the corresponding Placement Fee from the Client. For the avoidance of doubt, Rounds' obligation to pay any Recruiter Share is expressly contingent upon Rounds' collection of such Placement Fee from the Client.

3.3 Guarantee Period Adjustments. If a Client receives a refund, credit, or fee reduction due to a Candidate's departure or termination within any guarantee period agreed between Rounds and the Client, Recruiter's compensation shall be reduced proportionally. If Recruiter has already received payment, Recruiter shall refund the overpayment to Rounds within fifteen (15) days of written notice.

3.4 Taxes. Recruiter is solely responsible for all taxes, withholdings, and government-required contributions arising from compensation received under this Agreement.

4.1 Non-Circumvention of Clients. During the term of this Agreement and for the entirety of the Restricted Period, Recruiter shall not, directly or indirectly, whether personally or through any agent, affiliate, family member, business entity, or third party:

(a) Contact, solicit, approach, or communicate with any Protected Client for the purpose of providing recruiting, staffing, talent acquisition, or any substantially similar services;

(b) Accept any engagement, project, or compensation from any Protected Client for recruiting or hiring-related services;

(c) Refer, introduce, or facilitate the introduction of any Protected Client to any third-party recruiter, staffing agency, or talent acquisition provider;

(d) Attempt to divert, redirect, or interfere with any Client relationship maintained by Rounds;

(e) Negotiate, discuss, or enter into any arrangement with a Protected Client that would circumvent or reduce Rounds' Placement Fee or revenue from such Client.

For clarity, the obligations in this Section 4.1 are triggered only with respect to Protected Clients as defined in Section 1, and do not apply to companies that Recruiter is merely aware of through the Rounds platform.

4.2 Non-Solicitation of Candidates. During the term and for the Restricted Period, Recruiter shall not redirect any Candidate originally submitted through the Rounds platform to a Protected Client through any channel other than Rounds, whether directly or through a third party.

4.3 Duty to Disclose Pre-Existing Relationships. If Recruiter has a pre-existing relationship with any Protected Client that predates this Agreement, Recruiter must disclose such relationship to Rounds in writing within ten (10) business days of becoming aware that such entity is a Protected Client. Failure to disclose shall constitute a material breach. Pre-existing relationships do not exempt Recruiter from the obligations in this Section 4 for any new recruiting engagements arising after the Effective Date.

4.4 Anti-Warehousing. Recruiter shall not "warehouse" Candidates by withholding from Rounds' platform Candidates who have affirmatively expressed to Recruiter an interest in being submitted to roles available through Rounds, for the purpose of placing such Candidates directly with Clients or through competing channels. For the avoidance of doubt, Recruiter shall have no obligation to submit to the Rounds platform any Candidate who is not ready, willing, or qualified to participate in the Rounds placement pipeline, or who has not consented to being submitted through Rounds.

5.1 Candidate Attribution. Once Recruiter submits a Candidate through the Rounds platform for a specific Client role, Rounds shall attribute that Candidate to Recruiter for that Client for a period of twelve (12) months from the date of submission ("Attribution Period").

5.2 Placement Credit. If a Candidate submitted by Recruiter is hired by the Client for any role (not limited to the originally submitted role) during the Attribution Period, Recruiter shall be entitled to the Recruiter Share for that Placement, provided the Candidate was first introduced to the Client through Rounds.

5.3 Duplicate Submissions. If multiple recruiters submit the same Candidate for the same Client, priority shall be determined by the earliest timestamped submission on the Rounds platform.

5.4 Client-Sourced Candidates. No Recruiter Share shall be owed for Candidates independently sourced by the Client without any involvement of Recruiter or the Rounds platform.

6.1 Recruiter acknowledges that through participation in the Rounds marketplace, Recruiter will have access to Confidential Information, including but not limited to: Client identities, Client hiring needs and compensation ranges, Placement Fee structures and rates, candidate pipelines, platform data, and Rounds' business strategies.

6.2 Recruiter shall not disclose, publish, or use any Confidential Information for any purpose other than performing obligations under this Agreement, during the term and for three (3) years after termination.

6.3 Recruiter shall not disclose to any Client or third party the Placement Fee percentage or any commercial terms between Rounds and any Client.

7.1 Recruiter represents and warrants that: (a) Recruiter has the legal authority to enter into this Agreement; (b) Recruiter holds all licenses required to perform recruiting services in applicable jurisdictions; (c) Recruiter will comply with all applicable employment, anti-discrimination, data privacy, and labor laws; (d) Recruiter will not engage in any deceptive, misleading, or unethical recruiting practices.

7.2 Recruiter shall conduct recruiting activities in compliance with all applicable laws including, without limitation, Title VII of the Civil Rights Act, the ADA, ADEA, EEOC guidelines, and any applicable state or local fair employment laws.

7.3 Rounds Representations and Warranties. Rounds represents and warrants that: (a) Rounds has the legal authority to enter into this Agreement; (b) Rounds will operate the platform and manage Client relationships in compliance with all applicable laws; (c) Rounds will not make material misrepresentations to Clients or Candidates regarding Recruiter's services, any Candidate Recruiter submits, or the terms of any role listed on the platform; and (d) Rounds will timely and accurately report Placement Fees and Recruiter Share amounts in accordance with Section 3.4.

8.1 Recruiter is an independent contractor and not an employee, agent, partner, or joint venturer of Rounds. Nothing in this Agreement creates an employment relationship, partnership, or agency.

8.2 Recruiter shall have no authority to bind Rounds, make commitments on Rounds' behalf, or represent themselves as an employee or agent of Rounds to any third party.

8.3 Recruiter is responsible for their own tools, workspace, and business expenses. Rounds shall not provide benefits, insurance, or any employment-related entitlements.

9.1 This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months, automatically renewing for successive twelve-month periods unless either Party provides thirty (30) days' written notice of non-renewal.

9.2 Either Party may terminate this Agreement at any time with thirty (30) days' written notice.

9.3 Rounds may terminate this Agreement immediately upon written notice if Recruiter: (a) breaches any provision of Section 4 (Non-Circumvention) or Section 6 (Confidentiality); (b) engages in fraud, misrepresentation, or illegal activity; (c) materially breaches any other provision and fails to cure within ten (10) days of written notice.

9.4 Change of Control. In the event that Rounds undergoes a Change of Control, Rounds shall provide Recruiter with written notice thereof within ten (10) business days. For thirty (30) days following such notice, Recruiter shall have the right to terminate this Agreement by providing written notice to Rounds or its successor, and in the event of such termination no Restricted Period shall apply post-termination and the obligations under Section 4 (Non-Circumvention and Non-Solicitation) shall immediately cease; provided that Recruiter's obligations under Section 6 (Confidentiality) shall survive in accordance with their terms. "Change of Control" means any merger, acquisition, reorganization, or sale of all or substantially all of Rounds' assets that results in a person or entity other than the current equity holders of Rounds holding a majority of the voting equity or control of Rounds or its successor.

9.5 Survival. Sections 4 (Non-Circumvention), 5 (Commission Protection), 6 (Confidentiality), 10 (Remedies), 11 (Indemnification), and 12 (Limitation of Liability) shall survive termination or expiration of this Agreement, subject to Section 9.4.

9.6 Accrued Obligations. Termination shall not affect Recruiter's right to receive Recruiter Share payments for Placements that occurred prior to termination, subject to Section 3.3.

10.1 Recruiter acknowledges that any breach of Section 4 (Non-Circumvention) or Section 6 (Confidentiality) would cause irreparable harm to Rounds for which monetary damages would be insufficient. Accordingly, Rounds shall be entitled to seek injunctive relief, specific performance, and/or temporary restraining orders in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond.

10.2 Liquidated Damages. In the event of a breach of Section 4, Recruiter shall pay Rounds liquidated damages equal to one hundred percent (100%) of the Placement Fee that would have been earned by Rounds had the placement been made through the Rounds platform, subject to a minimum floor of ten thousand dollars ($10,000) per occurrence. The Parties agree this amount represents a reasonable estimate of anticipated damages and is not a penalty. For clarity, the prior provision imposing a $50,000 minimum floor is superseded by this Section 10.2.

10.3 Fee Forfeiture. Any breach of Section 4 shall result in forfeiture of any unpaid Recruiter Share amounts attributable to the specific Placement that is the subject of the breach. For the avoidance of doubt, a breach of Section 4 with respect to one Placement or one Protected Client shall not cause forfeiture of Recruiter Share amounts that are unrelated to the breaching conduct, nor shall it cause forfeiture of future Recruiter Share amounts unrelated to the breaching conduct.

10.4 Recovery of Costs. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, court costs, and related expenses from the non-prevailing Party.

11.1 Recruiter shall indemnify, defend, and hold harmless Rounds, its officers, directors, employees, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Recruiter's breach of this Agreement; (b) Recruiter's recruiting activities; (c) any claim by a Candidate arising from Recruiter's conduct; (d) Recruiter's violation of applicable law.

11.2 Rounds' Indemnification of Recruiter. Rounds shall indemnify, defend, and hold harmless Recruiter and Recruiter's officers, directors, employees, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Rounds' breach of this Agreement; (b) any claim by a Client or Candidate arising from Rounds' platform, operations, representations, or Client relationships, other than to the extent caused by Recruiter's acts or omissions; and (c) Rounds' violation of applicable law.

11.3 Indemnification Procedure. The indemnified Party shall (a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought, (b) grant the indemnifying Party sole control of the defense and settlement of such claim (provided that no settlement that imposes any obligation or admission on the indemnified Party shall be made without the indemnified Party's prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying Party's expense.

12.1 EXCEPT FOR BREACHES OF SECTION 4 OR SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

12.2 Rounds' total liability under this Agreement (excluding obligations under Section 3 and Section 11.2) shall not exceed the total Recruiter Share payments made to Recruiter in the twelve (12) months preceding the claim.

13.1 Any dispute arising out of or relating to this Agreement shall first be submitted to good-faith mediation. If mediation fails to resolve the dispute within thirty (30) days, either Party may pursue binding arbitration under the rules of the American Arbitration Association in San Francisco, California.

13.2 Notwithstanding Section 13.1, either Party may seek injunctive or equitable relief in any court of competent jurisdiction to enforce Section 4 or Section 6 without first submitting to mediation or arbitration.

13.3 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 provisions.

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

14.2 Amendments. This Agreement may only be amended by a written instrument signed by both Parties.

14.3 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

14.4 Waiver. No waiver of any breach shall constitute a waiver of any subsequent breach. Failure to enforce any provision shall not constitute a waiver of the right to enforce it.

14.5 Assignment. Recruiter may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Rounds, such consent not to be unreasonably withheld. Rounds may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets; provided, however, that any such assignment shall be subject to Recruiter's termination right set forth in Section 9.4 (Change of Control).

14.6 Notices. All notices shall be in writing and delivered to the addresses set forth above (or as updated by written notice) via email with confirmation of receipt, certified mail, or recognized overnight courier.

14.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Electronic signatures shall be valid and binding.