IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:

1. SERVICES
   
1. The Broker will provide the following services to the Client under this Agreement (the "Services"): _______________________________________________________________
   _______________________________________________________________
   _______________________________________________________________
   
2. The Broker will only be required to make introductions between the Client and the parties referred under this Agreement, and will not be involved in negotiations between the Client and the referred parties.
   
3. EXCLUSIONS
   
3. Services do not include, and the Broker will not be compensated for, the provision of referred contacts previously known to the Client prior to the start of the term of the Agreement or provided by someone other than the Broker during the term of the Agreement.
   
4. LICENSING
   
4. The Broker will comply with all applicable legal requirements necessary to legally provide the Services to the Client, including obtaining any licensing that may be required.
   
5. TERM OF AGREEMENT
   
5. This Agreement will begin on ___________, 20____ and will continue until either Party provides at least ________ days' prior, written notice to terminate the Agreement (the "Term").
   
6. NO EXCLUSIVITY
   
6. The Broker understands that they are entering into a non-exclusive contract with the Client meaning that the Client will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
   
7. NO CIRCUMVENTION
   
7. The Client agrees to not solicit or conspire with any person referred by the Broker during the Term of this Agreement, or otherwise take any action that would circumvent the Broker’s legitimate interests in this Agreement.
   
8. Should the Client breach the above clause, the Broker will be entitled to the compensation that would have been due under this Agreement had the Client not circumvented the transaction.
   
9. PAYMENT
   
9. The Broker will be paid as follows (the "Payment"):
   
   1. a flat fee of $___________ for each contact or candidate referral provided by the Broker to the Client.
      
10. Invoices detailing the amount due for Services will be provided by the Broker to the Client every 30 days.
    
11. Payment for invoices submitted by the Broker to the Client are due within 30 days of receipt.
    
12. At the time that Payment is due, the Broker will provide to the Client a report corresponding to and detailing the number of referrals provided to the Client during the payment term.
    
13. The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.
    
14. EXPENSES
    
14. The Broker will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
    
15. CONFIDENTIALITY
    
15. The Broker agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
    
16. Confidential information (the "Confidential Information") refers to any data or information relating to the Client which would reasonably be considered to be private or proprietary to the Client and that is not generally known, and where the release of that Confidential Information could reasonably be expected to cause harm to the Client including, but not limited to, Trade Secrets, contact lists, financial information, business processes, client records, product information, employee records, prospective agreements, research and analyses.
    
17. Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage.
    
18. Confidential Information does NOT include:
    
    1. information that is generally known in the industry of the Client;
       
    2. information that is now or subsequently becomes generally available to the public through no wrongful act of the Broker;
       
    3. information rightly in the possession of the Broker prior to receiving the Confidential Information from the Client;
       
    4. information that is independently created by the Broker without direct or indirect use of the Confidential Information; or
       
    5. information that the Broker rightfully obtains from a third party who has the right to transfer or disclose it.
       
19. INDEPENDENT CONTRACTOR
    
19. In providing the Services under this Agreement it is expressly agreed that the Broker is acting as an independent contractor and not as an employee. The Broker and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Broker during the Term. The Broker is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Broker under this Agreement.
    
20. Except as otherwise provided in this Agreement, the Broker will have full control over working time, methods, and decision-making in relation to provision of the Services in accordance with the Agreement. The Broker will work autonomously and not at the direction of the Client. However, the Broker will be responsive to the reasonable needs and concerns of the Client.
    
21. Except as otherwise provided in this Agreement, the Broker will provide at the Broker’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
    
22. NOTICE
    
22. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    
    1. ______________________
       _____________________________________
       
    2. ______________________
       _____________________________________
       

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered:

    1. immediately upon being served personally;
       
    2. two days after being deposited with the postal service if served by registered mail; or
       
    3. the following day after being deposited with an overnight courier.
       
23. MODIFICATION OF AGREEMENT
    
23. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
    
24. ENTIRE AGREEMENT
    
24. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
    
25. SEVERABILITY
    
25. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
    
26. GOVERNING LAW
    
26. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio.
    
27. ASSIGNMENT
    
27. The Broker will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
    
28. GENERAL PROVISIONS
    
28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
    
29. This Agreement may be executed in counterparts.
    
30. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
31. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.