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<br />© Robert Half Inc., 2026. All rights reserved. Robert Half Inc. is an Equal Opportunity Employer M/F/D/V
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<br />You agree to pay RH no later than fifteen (15) calendar days from the invoice date. If the direct-hire candidate’s
<br />employment with you terminates for any reason other than reorganization, elimination of position, takeover or material
<br />change in job responsibility within the applicable guarantee period, RH will refund a pro rata portion of the fee paid or
<br />issue a pro rata credit for such amount in the event RH provides a replacement. If the full fee is paid by you to RH
<br />within fifteen (15) days of the invoice date, a ninety (90) calendar day pro rata guarantee will be in effect. Otherwise, a
<br />thirty (30) calendar day pro rata guarantee will be in effect. The refund or credit will be equal to 1/90th or 1/30th of the
<br />fee amount actually paid to RH for such candidate, as applicable, multiplied by the number of calendar days remaining
<br />in the guarantee period as of the last day of employment with you.
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<br />2.3 The fee for Permanent Placement Services shall pursuant to the HGAC Agreement.
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<br />Part 3 – Contract Talent Solutions
<br />3.1 Scope of Assignment
<br /> You agree that you are responsible for supervising the Professionals. You will not permit or require a Professional (i) to
<br />perform Contract Talent Solutions outside of the scope of their assignment, (ii) to sign contracts or statements
<br />(including SEC documents or any documents required by any other securities regulatory agencies), (iii) to make any
<br />management decisions, (iv) to make any final decisions regarding system design, software development or the
<br />acquisition of hardware or software, (v) to operate machinery (other than office machines) or automotive equipment, or
<br />(vi) unless otherwise agreed in writing by RH, to use software, services, tools, e-mail accounts, or network equipment
<br />owned or licensed by the Professional.
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<br />3.2 Cash Handling and Other Financial Transactions and Activities
<br /> Since RH is not a professional accounting firm, you agree that you will not permit or require Professionals (a) to render
<br />an opinion on behalf of RH or on your behalf regarding financial statements, (b) to sign the name of RH on any
<br />document or (c) to sign their own names on financial statements or tax returns. If you permit or allow Professional to
<br />sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables,
<br />or conduct financial transactions or other related activities, you accept sole responsibility for all claims, demands and
<br />liability that may arise from permitting these activities. You represent and warrant that to the extent you permit or allow
<br />a Professional to engage in the activities described in this paragraph, you will not permit or allow the Professional to
<br />handle more than (i) $1,000 per day if you are a non-profit entity, or (ii) $25,000 per day if you are a for-profit entity.
<br /> You agree that you shall not permit or require Professionals to perform duties that would require RH or Professionals to
<br />possess a license (including, but not limited to, a mortgage broker, mortgage underwriter or loan processor license).
<br />3.3 Attorney Placements
<br /> You recognize that RH is not a law firm and is not licensed to practice law and has not been retained to provide legal
<br />advice or services. In order to satisfy the requirements of the various state/provincial bars and similar organizations
<br />that regulate the practice of law, you agree that RH’s placement of licensed attorneys (as project attorneys or in a non-
<br />attorney role) (“Project Attorneys”) with you is subject to the following terms and conditions:
<br />a. You acknowledge and accept that our Project Attorneys perform all duties under your management, supervision,
<br />direction and guidance within their skills related to the engagement, except they are not authorized to directly rep-
<br />resent any person, entity or organization, sign contracts, statements, pleadings, affidavits or declarations, corre-
<br />spondence with court officials, term sheets, settlement agreements, or take or defend depositions, appear as the
<br />lawyer of record in any court or legal proceeding, including, but not limited to, any court hearings, arbitrations, set-
<br />tlement conferences, mediations or depositions, or render legal opinions on behalf of RH, you or any other party,
<br />person, entity, or organization while on engagement.
<br />b. Each Project Attorney will be under the management, supervision, direction and guidance of an employee or part-
<br />ner of your firm or legal department who is an active member of the State Bar, or otherwise authorized, to practice
<br />law in the state or province where the Project Attorney is providing Contract Talent Solutions. You will determine
<br />that the Project Attorney has the requisite knowledge and skill level, furnish all necessary resources to the Project
<br />Attorney and take all appropriate steps to protect client confidential information without any participation by RH.
<br />c. You will consult with each proposed Project Attorney prior to any assignment to determine that any previous ser-
<br />vices performed by the Project Attorney will not create a conflict of interest, including, but not limited to a risk dis-
<br />closure of client confidential information or present any other ethical issue. If you determine that such a conflict of
<br />interest, including, but not limited to a risk disclosure of client confidential information or other ethical issue exists,
<br />you will inform RH immediately, and RH will provide a replacement attorney with no charge for the time spent by
<br />the original Project Attorney participating in this preliminary ethical determination.
<br />d. You acknowledge and accept that: (i) RH is not a law firm and is not licensed to practice law and has not been
<br />retained to provide legal advice or services; (ii) RH will not be involved in the planning, review, execution or com-
<br />pletion of any legal project; (iii) RH does not limit the amount of time our Project Attorney may spend on any par-
<br />ticular matter; (iv) RH will not have any control over the matters our Project Attorney may handle or the manner in
<br />which they are handled; and (v) neither you nor RH will require our Project Attorney to take any matter in which
<br />Docusign Envelope ID: 98722C4A-7064-44A0-8E88-C2172CD593BA
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