FIVE EXPERTS ────────────────────────────────────── Terms of Service  —  Candidate Introduction & Placement

These Terms of Service (“Terms”) govern the introduction of candidates from the Five Experts network to any company, fund, or hiring entity (“Client”). By accepting a candidate introduction from Five Experts, the Client agrees to be bound by these Terms.

EFFECTIVE UPON   receipt of a candidate introduction from Five Experts

01  DEFINITIONS

“Candidate” means any individual introduced to the Client by Five Experts, whether by name, resume, profile, or direct communication.

“Engagement” means any formal or informal arrangement in which the Candidate provides services to the Client, including full-time or part-time employment, contract or consulting work, advisory or board roles, interim leadership, or equity participation.

“First-Year Cash Compensation” means the aggregate annualized value of the Candidate’s base salary plus target bonus for the first twelve (12) months of the Engagement.

“Protected Period” means twenty-four (24) months from the date Five Experts first introduces the Candidate to the Client.

02  CANDIDATE INTRODUCTION

Five Experts will introduce Candidates to the Client following acceptance of these Terms. The identity and contact information of each Candidate shall be shared only after the Client has acknowledged and agreed to these Terms.

Each introduction constitutes a separate engagement governed by these Terms. Five Experts may provide introductions for any role or level of seniority.

03  COVERED ENGAGEMENTS

These Terms apply to any Engagement of a Candidate by the Client, including through any subsidiary, affiliate, parent company, portfolio company, or entity owned, controlled, or managed by the Client or its principals.

04  TRIGGERING EVENTS

A placement fee becomes due upon the occurrence of any of the following events within the Protected Period:

• The Candidate accepts employment in any capacity with the Client;

• The Candidate assumes an executive, managerial, or leadership role;

• The Candidate enters into a consulting or advisory engagement;

• The Candidate receives equity participation in any form;

• The Candidate joins any affiliated entity of the Client; or

• The Candidate provides services to the Client in any other compensated capacity.

05  PLACEMENT FEE

Upon the occurrence of a Triggering Event, the Client agrees to pay Five Experts a placement fee equal to ten percent (10%) of the Candidate’s First-Year Cash Compensation, not to exceed twenty-five thousand dollars ($25,000).

The placement fee shall be due and payable within thirty (30) days of the Candidate’s start date or execution of an employment or engagement agreement, whichever occurs first.

If the Candidate is engaged in a role other than the one originally discussed, the placement fee shall still apply provided the Engagement occurs during the Protected Period.

FEE SUMMARY   10% of Year 1 cash compensation  •  Capped at $25,000  •  Net 30 days

06  VALUE CREATION PARTNERSHIP

Should the Client elect to engage Five Experts in a value creation partnership, advisory engagement, or operational support program following the placement of a Candidate, the Client shall receive a ten percent (10%) discount on all fees associated with that engagement.

07  NON-CIRCUMVENTION

The Client shall not circumvent these Terms by engaging the Candidate directly or indirectly through affiliates, subsidiaries, portfolio companies, investors, or intermediaries in order to avoid the obligations set forth herein.

If the Client refers or introduces the Candidate to a third party that subsequently engages the Candidate during the Protected Period, the placement fee shall remain due from the Client.

08  CONFIDENTIALITY

The Client shall maintain the identity and all related information of each Candidate in strict confidence and shall not disclose such information to any third party without the prior written consent of Five Experts.

09  NO GUARANTEE

Five Experts does not guarantee that any Candidate will accept an offer, meet the Client’s requirements, or remain in any Engagement for a specified duration. Five Experts’ obligation is limited to providing the introduction.

10  GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising under these Terms shall be resolved through binding arbitration in the State of California.

11  AMENDMENTS

Five Experts reserves the right to update these Terms at any time. Any changes will apply to introductions made after the updated Terms are published. Existing introductions remain subject to the Terms in effect at the time the introduction was made.

Acknowledgment & Acceptance By accepting a candidate introduction from Five Experts, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms of Service.

Questions? Contact us at Growth@FiveExperts.com