RECRUITING SERVICES AGREEMENT

THIS RECRUITING SERVICES AGREEMENT (“Agreement”) describes the Agreement entered into this by and between Anna-Vija Marketing Strategy, LLC dba a Maistro Mentor, a Tennessee limited liability company, having an address at 213 B Scott Ave. Nashville, Tennessee (“Maistro Mentor”) and client (“Client”).  

R E C I T A L S

WHEREAS, Maistro Mentor provides intern recruiting and matching services to third party businesses; and

WHEREAS, Client desires to for Maistro Mentor to screen and match Client with potential interns .  

NOW, THEREFORE, in consideration of the above premises and the covenants hereinafter set forth, it is mutually agreed by and between the parties as follows:

1. Services. Maistro Mentor  agrees to match Client with potential interns who have completed Maistro Mentor’s certification process (each an “Intern”).  
2. Registration.  In order to use the Services, the Client must register online for an account (“Account”).  During the registration, the Client must provide information such as the Client’s name, business, address, phone number, and email address.  Client will also be asked to create an Account consisting of a User ID and password to identify Client in order to use the Services and at the time of setting up the Account, Client will be required to agree to the terms of this Agreement. If Client does not agree to the terms of this Agreement, Client will not be permitted to use the Services.  It is Client’s responsibility to maintain the confidentiality of Client’s User ID and password and Client agrees to accept responsibility for all activities that occur under Client’s Account. Client may not transfer, assign or sell Client’s Account to any third party. 
3. Reference and Background Checks. Unless specifically set forth in a written request from Client, Maistro Mentor  shall not provide reference checks as part of the Search.   In the event that Client requests a reference check for a potential Intern, Maistro Mentor  will conduct reference checks for the finalist candidates. Client agrees to pay a fee of One Hundred Seventy Five Dollars ($175.00) for each reference check requested by Client which will be due and payable prior to the performance of the reference check.   However, Maistro Mentor  shall not provide background investigations or education verification regarding candidates and such investigations shall be the responsibility of Client.  
4. Fee.   Client shall pay Maistro Mentor  a one time setup fee (“Setup Fee”) which will be due upon the setup of Client’s Account along with a monthly fee for each Intern which is hired by Client (“Monthly Fee”) for so long as the Intern works for Client.  The Monthly Fee shall be due on the first of each month where an Intern is working for Client.  Annually, a certification renewal fee may be charged for Client training. 
5. Term and Termination.   This Agreement shall have a term of either (a) four (4) month term; or (b)  one (1) year term, commencing as of the execution date of this Agreement (“Term”) as selected by Client at the time the Account is setup, and the Term shall be automatically be renewed on each renewal date thereafter for successive periods equal to the original plan selected.   This Agreement may be terminated by a party upon thirty (30) days’ written notice for any reason.  However, if Client terminates early, Client agrees to pay a termination fee equal to 60% of the outstanding Monthly Fees for the remainder of the current Term.    In the event that Client fails to pay the Monthly Fee when due or otherwise breaches this Agreement, Maistro Mentor may immediately terminate this Agreement upon fifteen (15) days’ written notice to Client and Client’s failure to pay or to cure such breach, and upon such termination, the remaining Monthly Fees will accelerate and become due.  
6. Termination of Intern.  If an Intern introduced by Maistro Mentor and hired by Client is terminated or quits for any reason, Maistro Mentor shall not be obligated to refund any Fees paid by Client for the recruitment of the Intern nor shall Maistro Mentor be obligated  to find a replacement Intern.  However, in such an event, Client shall have the option to terminate the Agreement early without the obligation to pay any future Monthly Fees.  
7. Recruitment Fee.  If:  (a) Client directly or indirectly converts an Intern to full time or part time employment during the one (1) year period following the completion of the internship under this Agreement; or (b) the duration of the Intern’s internship exceeds four (4) months, Client shall pay Maistro Mentor an additional recruitment fee equal to the greater of: (a) 17.5% of the estimated annual income payable to the Intern; or (b) One Thousand Five Hundred Dollars ($1,500), whichever is higher.   (“Recruitment Fee”) which shall be immediately due and payable.  
8. Equal Opportunity.   Maistro Mentor  will not, in conducting the search for an Intern, discriminate based on any characteristic protected by applicable law (e.g., race, national origin, gender, religion, disability, age or sexual orientation), and Client will not discriminate based on any characteristic protected by applicable law (e.g., race, national origin, gender, religion, disability, age or sexual orientation) in regard to the hiring and interviewing process.  
9. Legal Compliance.  Client shall be solely responsible for complying with all federal, state, and local employment laws and regulations concerning the interviewing, hiring, and employment of the Interns introduced by Maistro Mentor to Client.  
10. Non-Exclusivity.  Client acknowledges that Maistro Mentor may be performing similar services for businesses other than Client including, without limitation, competitors of Client. This Agreement does not prohibit Maistro Mentor from performing such services.
11. Confidential Information.  “Confidential Information” shall mean all non-public information provided by one party to the other which is either identified as confidential at the time of disclosure or disclosed under circumstances that would cause a reasonable person to conclude that the information is confidential.  For the avoidance  of doubt, all Intern information and personal data shall be Maistro Mentor’s Confidential Information in addition to any intellectual property or trade secrets of Maistro Mentor . Each party: (i) shall protect the other party’s Confidential Information  from  unauthorized disclosure   and  use at least the same degree of care to  protect the other party’s Confidential Information that it uses to  protect its own Confidential Information, but not less than reasonable care, (ii) shall not, except as required by law, disclose the other party’s Confidential Information without the prior written consent of such other party and the candidate, if applicable; provided, however,  that  Maistro Mentor may  disclose Client Confidential  Information as necessary to conduct the search for Interns.  
12. Limited Warranty.   EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS,” AND MAISTRO MENTOR  MAKES NO OTHER (AND HEREBY DISCLAIMS ALL OTHER) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OR GUARANTEES THAT THE SERVICE SHALL MEET CLIENT’S REQUIREMENTS OR GUARANTEES REGARDING ANY INTERN.  
13. Limitation of Liability.   NEITHER CLIENT NOR MAISTRO MENTOR  SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER.  IN NO EVENT, SHALL MAISTRO MENTOR ’S LIABILITY, IF ANY, RELATING TO OR ARISING OUT OF THE SERVICES   PROVIDED TO CLIENT EXCEED THE FEE PAID TO MAISTRO MENTOR  FOR SUCH SERVICES.
14. Assignment.  This Agreement and Client’s rights and obligations hereunder may not be assigned or transferred by Client without the express written consent of Maistro Mentor. Maistro Mentor  may transfer its rights under this Agreement without the consent of Client.  
15. Entire Agreement. This Agreement constitutes the final, complete, and exclusive understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter of this Agreement.  This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party to this Agreement. 
16. Notices. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested (for all types of correspondence), postage prepaid, or sent by overnight courier service to the addresses listed above.  
17. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.  Any litigation brought with respect to this Agreement shall be brought in a court of competent jurisdiction in Davison County, Tennessee.
18. Attorneys’ Fees. In the event that either party or their respective successors or assigns files suit to enforce the obligations of, or remedy against, the other party under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party the reasonable attorneys’ fees and expenses of its attorneys and its court costs.
19. Severability. In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, that provision shall be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
20. Waiver. The failure of either party to enforce any provisions of this Agreement is not a waiver of the provisions or of the right of that party to subsequently enforce that, or any other, provision of this Agreement. 
21. Counterparts.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which counterpart, when so executed and delivered, shall be deemed an original and all of which counterparts, taken together, constitute one and the same Agreement.