TRUEPEAR SERVICE AGREEMENT

This Service Agreement (“Agreement”) is made between Truepear, Inc. (“Truepear”) and the undersigned party (“Client”). By checking the box, Client acknowledges and agrees to the terms outlined in this Agreement.

1. SERVICES

1.1 Scope: Truepear will provide recruitment services by sourcing, pre-vetting, and presenting qualified candidates for employment with Client.

1.2 Candidate Submission: A candidate is considered “provided” when Truepear submits their resume and relevant details to Client for review.

2. FEE STRUCTURE AND PAYMENT TERMS

2.1 Contingency-Based Recruitment Client agrees to engage Truepear ("Agency") on a contingency basis for the recruitment and placement of qualified candidates.

2.2 Fee Schedule

2.2.1 The total placement fee (per placement) shall be according to the schedule:

• Dental Assistant, Receptionist
o $600

• Expanded Functions Dental Assistant, Dental Hygienist, Office Manager
o $900

• Dentist
o $1,800

• Endodontist, Orthodontist, Periodontist
o $3,000

2.3 Payment shall be made in two (2) equal installments:

2.3.1 First Payment: 50% of the total fee due on the candidate's start date

2.3.2 Second Payment: 50% due sixty (60) days after the candidate's start date

2.4 Start Date Notification Client shall notify Agency in writing of the candidate's official start date within three (3) business days of the candidate accepting the employment offer.

2.5 Invoicing and Payment Terms

2.5.1 Agency will invoice Client for the first installment (50% of total fee) on the candidate's start date.

2.5.2 Agency will invoice Client for the second installment (remaining 50%) sixty (60) days after the candidate's start date.

2.5.3 All invoices are due within fifteen (15) days of receipt.

2.5.4 Late payments are subject to a 5% monthly interest charge on the outstanding balance.

2.6 Collection Client shall be responsible for all reasonable expenses incurred by Agency in collecting amounts due under this Agreement, including but not limited to attorneys' fees and court costs.

3. GUARANTEE & REPLACEMENT

3.1 Replacement Guarantee:

3.1.1 If a placed Candidate resigns or is terminated within 360 days, Truepear will provide a replacement Candidate at no additional cost, provided all payments are current.

3.1.2 This guarantee is valid only if all fees have been paid according to the fee schedule outlined in Section 2.

3.1.3 The guarantee shall not apply if termination results from corporate reorganization, downsizing, position elimination, or other circumstances beyond the candidate's control.

4. CONFIDENTIALITY

4.1 Both parties agree to keep confidential any proprietary or sensitive information shared under this Agreement.

5. NON-CIRCUMVENTION

5.1 Client acknowledges that Agency invests significant resources in identifying, screening, and presenting qualified candidates.

5.2 Client agrees not to hire, employ, or contract with any candidate introduced by Agency within twenty-four (24) months of such introduction without promptly notifying Agency and paying the full placement fee as outlined in Section 2.

6. GENERAL TERMS

6.1 Term: This Agreement remains in effect until terminated by either party with 7 days’ written notice.

6.2 Governing Law: This Agreement shall be governed by the laws of the State of Pennsylvania.

6.3 Entire Agreement: This Agreement constitutes the full understanding between the parties and supersedes all prior agreements.

By checking the box, Client agrees to the terms of this Agreement and acknowledges their obligation to make payments as outlined above.