Hirebook General Partner Sales Program Terms and Conditions

These Hirebook Consulting Partner Sales Program Terms and Conditions (the “Terms”) define the material terms and conditions of the Hirebook Technology Inc.’s (“Hirebook”) Consulting Partner Sales Program (the “Program”). By participating in the Program, the Participant (as identified during the sign-up process via the Hirebook website) organization or individual agrees to be bound by these Terms. Hirebook shall have the right to revise, amend, or terminate these Terms at any time by providing notice to Participant.

1. Beginning on the date Participant signs up to participate in the Program, Participant will be authorized to sell or provide referrals for Hirebook services. Participant will coordinate with Hirebook in order to determine the administrative process(es) necessary to complete sales or referrals. Hirebook will provide the support services for the benefit of Participant in the form of an online knowledge resource, marketing material and sales assistance.

2. Either party may terminate Participant’s participation in the Program at any time, effective immediately upon written notice.

3. Hirebook may terminate the Program at any time upon providing notice to Participant.

4. Participant is an independent consultant. The manner in which the Services are to be performed and the specific hours to be worked by Participant shall be determined solely by Participant. Hirebook holds Participant to no expectation of committed hours or expected delivery of sales.

5. COMMISSIONS. Commission payments will be calculated and paid in accordance with Exhibit 1.

6. CONFIDENTIALITY. Hirebook recognizes that Participant has and will have access to information which Hirebook deems as confidential and proprietary. Such information may include, but is not limited to, the following:

   • product and services specifications 

   • pricing and cost data 

   • sales playbooks and supporting material 

   • future business plans 

   • proprietary process information 

   • trade secrets 

   • technical specifications

   and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Hirebook and which need to be protected from improper disclosure. In consideration for the disclosure of the Information, Participant agrees that Participant will not at any time or in any manner, either directly or indirectly, use any Information for Participant's own benefit or for the benefit of a third party, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Hirebook. Participant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of the Terms.

7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Participant has disclosed (or has threatened to disclose) Information in violation of the Terms, Hirebook shall be entitled to an injunction to restrain Participant from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Hirebook shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. 

8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of these Terms shall remain in full force and effect after the termination of Participant’s involvement in the Program.

9. NON-SOLICITATION. While Participant is actively participating in the Program, and for a period of two (2) years thereafter, Participant shall not solicit any customer of Hirebook with whom Participant was involved during the Program, for the sale of software which competes with Hirebook’s products or services in any way. Participant shall pay Hirebook Twenty Thousand Dollars ($20,000) for each breach of this non-solicitation provision. 

10. RETURN OF RECORDS. Upon termination of these Terms, Participant shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Participant's possession or under Participant's control and that are Hirebook's property or relate to Hirebook's business.

11. NOTICES. All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when delivered via electronic mail to the following addresses: hello@hirebook.com or Participant’s email address used at the time of signup for the Program. Either party may amend their notice email address by providing an updated email address to the other party and by confirming receipt of such notice.

12. SEVERABILITY. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Exhibit 1 to Hirebook Consulting Partner Sales Program Terms and Conditions - Commissions

Participants shall be eligible to receive commissions as follows:

1. Ten Percent (10%) commission on the monthly user fees received by Hirebook for all active users associated with an Eligible Sale. An additional ten percent (10%) commission on the monthly user fees charged by Hirebook for all active users associated with an Eligible Sale as long as the Net Promoter Score (NPS) from that customer for Hirebook’s products or services is 35 or higher. Commissions are based on user fees (i) charged by Hirebook and (ii) paid by customers. Should the Net Promoter Score of the Participants cohort of customers fall below an NPS score of 35, Hirebook will consider terminating the agreement if the customer dissatisfaction is not cured in a timely manner.

   Example. Participant negotiates and closes an Eligible Sale between Hirebook and ABC Corp. During the first month of the agreement, ABC Corp. has 100 active users and Hirebook charges the company $10 per user, for a total of $1,000. Participant’s commission for that month is $200. In the second month, ABC Corp. expands to 200 users and Hirebook charges the company $2,000 in user fees. Participant’s commission for that month is $400.

2. Participant must register each deal and prospect with Hirebook prior to initiating any sales or marketing conversations. Hirebook will provide the system or method for submitting the required information and will approve or reject each registered deal and prospect within 48 hours after submission.

3. An “Eligible Sale” is defined as a completed transaction between Hirebook and a New Customer that was approved as a deal or prospect, initiated, negotiated, and closed by Participant, and which results in Hirebook providing services, software, or products to such New Customer.

4. “New Customer” is defined as a customer which (1) has not received any products or services from Hirebook in the eighteen (18) months preceding the closing of an Eligible Sale; or (2) was not already being engaged by Hirebook or Hirebook’s Partners for potential sales opportunities at the time Independent Contractor first began discussions with such customer. 

5. Payment Schedule. The commission or referral payments shall be payable monthly, on or about the 15th day of the month, for all payments Hirebook received in the prior month for user fees associated with an Eligible Sale.
   
   Example. Using the ABC Corp. example above, the first month in which Hirebook provides services to the company is March. If Hirebook first issues an invoice to the customer in April for $1,000 and is paid in April by the Customer, Participant’s $200 commission shall be due no later than May 15. If ABC Corp. does not pay the invoice until May, Participant’s commission will be due in June.

6. Accounting. Hirebook shall maintain records in sufficient detail for purposes of determining the amount of the commission. Hirebook shall provide to Participant a commission statement around the 15th day of each month for commission earned in the prior months. The Participant has two (2) days to request any corrections if needed. Company may change the commission schedule for new sales from time to time at its sole discretion. Should customers receive a refund for any reason, all commission payments have to be paid back by the Participant and Hirebook will indicate the amounts in the monthly commission calculation and deduct from any commissions due for that month or future months if the payable commission does not meet the refund commission that has to be paid back.

7. Commissions are payable only during the term of this agreement, regardless of the length of the Customer agreement(s) sold by Contractor. Participant shall not be entitled to any commissions following termination of their/its involvement in the Program, regardless of the reason for termination. 

8. Participant shall pay back all commissions if the Customer does not start the service or Hirebook has to reimburse the customer for any reason. In addition, Participant shall pay back 100% of the commission earned if the customer cancels the service and is provided a refund.