AGREEMENT FOR SEARCH, RECRUITMENT, AND PLACEMENT THROUGH SOFTWARE SERVICES

This AGREEMENT FOR SEARCH, RECRUITMENT, AND PLACEMENT THROUGH SOFTWARE SERVICES (the “Agreement”) is entered into as of 11/7/2022 (the “Effective Date”) by and between Phonon X, Inc. (“THE CONTRACTOR”), located at 3000 Geary Blvd #127 San Francisco, CA 94118 and PeakU, Inc a Delaware corporation (“PEAKU” and together with the CONTRACTOR, each a “Party” and collectively, the “Parties”).

FEES AND EXPENSES: THE CONTRACTOR agrees to pay a placement fee to PEAKU in the amount as presented in the publication. Such fee is not subject to reduction even if the candidate's employment terminates.THE CONTRACTORwill be obligated to pay such fee whenever:

A candidate referred to THE CONTRACTOR by PEAKU is hired by THE CONTRACTOR, its affiliates, parents, or subsidiaries, directly or indirectly, for any position, as an employee, consultant, or independent contractor.
A candidate referred to THE CONTRACTOR by PEAKU is referred by THE CONTRACTOR or PEAKU to another employer and the candidate is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by such employer.

PAYMENT TERMS: THE CONTRACTOR agrees to pay a non-reimbursable Down payment fee to publish the job offer and a placement fee as presented on exhibit A and related expenses within 10 days after candidate hire. The interest of 1% per month will be charged on unpaid fees more than 10 days past due. THE CONTRACTOR agrees to reimburse PEAKU for all reasonable costs of collection, including attorney fees.

CONFIDENTIALITY OF REFERRALS: All candidate referrals made by PEAKU are made on a confidential basis and THE CONTRACTOR shall hold PEAKU harmless from any liability resulting from THE CONTRACTOR’S unauthorized disclosure or misuse of information regarding any candidates or their candidacy.

DISCLAIMER: PEAKU does not guarantee the performance of any candidate or the accuracy of information provided regarding a candidate, and disclaims any responsibility for claim, loss, or liability as a result of a candidate’s acts or omissions. PEAKU urges THE CONTRACTOR to conduct such investigations, as it deems necessary to verify candidate information or to obtain such other information, as it may deem relevant.

DOWN PAYMENT FEE: Upon signing this agreement, THE CONTRACTOR will pay PEAKU a non-refundable Down payment as presented in exhibit A. No search may begin until this fee is paid.

REPLACEMENT GUARANTEE: In the event, that the employment of a candidate referred to THE CONTRACTOR under this agreement lasts less than the number of days presented in the “Months of warranty for replacement” according to the selected plan in Exhibit A, and provided that all fees and expenses relating to such referral have been paid, PEAKU will attempt to refer a replacement candidate for the same position at no additional charge to THE CONTRACTOR. PEAKU’S obligation under this agreement is limited to attempting to find a replacement candidate based on the chosen plan and exact same position that is being replaced as presented in exhibit A. No refund will be made if THE CONTRACTOR hires a replacement from any source, or if THE CONTRACTOR is no longer actively seeking to fill the position.

This provision shall not apply if the candidate is laid off for lack of work or resigns because THE CONTRACTOR has significantly modified the candidate’s job duties or assigned him or her to another position.

THE CONTRACTOR agrees not to require any candidate to reimburse THE CONTRACTOR for any fee or expense paid to PEAKU.

BACKGROUND CHECKS: PEAKU will conduct background checks on candidates as offered in the plan for THE CONTRACTOR as presented in Exhibit A. Additional requests must be in writing and must specify the scope of the background check requested.

CONFIDENTIALITY OF THE CONTRACTOR INFORMATION: PEAKU agrees to maintain the confidentiality of any nonpublic proprietary THE CONTRACTOR information that it may obtain while performing services under this agreement and shall hold THE CONTRACTOR harmless from any claim, loss, or liability resulting from PEAKU’S unauthorized disclosure of such information.

NO-HIRE AGREEMENT: PEAKU agrees that, during the term of this agreement and for one year following its termination, PEAKU will not recruit or solicit any employee of THE CONTRACTOR to fill a position for another client of PEAKU.

INDEPENDENT CONTRACTOR: The services provided by PEAKU under the agreement are provided as an independent contractor. Nothing in this agreement shall be construed as creating the relationship of principal and agent, joint venturers, or employer and employee, between PEAKU and THE CONTRACTOR.

ASSIGNMENT: This agreement and all of its provisions are binding on and inure to the benefit of PEAKU and THE CONTRACTOR and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either party without the prior written consent of the other.

NON-DISCRIMINATION: PEAKU does not discriminate in referrals, or consent to discrimination by its clients, against any candidate on the basis of age, race, color, religion, disability, sex, national origin, or veteran status.

GOVERNING LAW: This agreement will be governed by and enforced in accordance with the laws of the state of California. The parties agree that state and federal courts within the state of California shall have exclusive jurisdiction over any litigation brought or arising out of this agreement.

COST OF ENFORCING AGREEMENT: In the event PEAKU institutes litigation to enforce its rights under this agreement and is the prevailing party in such litigation, PEAKU shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with such litigation.

COST OF ENFORCING AGREEMENT: In the event either party files suit to enforce its rights under this agreement, the prevailing party shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with the suit.

THE CONTRACTOR By: Print name and title of company legal representative Phonon X, Inc. Print name of company

11/7/2022

Sign and the print date

PEAKU

By: Santiago González Ramírez

Print name and title of PeakU legal representative PeakU Inc Print name of PeakU

11/7/2022

Sign and the print date

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