This Agreement shall be effective as of the March 1, 2001. It shall continue in full force and effect until terminated by either party providing written notice of the termination to the other; and, in the event of such notice, this Agreement shall remain in effect as to any candidates that have been referred by one party to the other.

This Agreement may only be amended by documents signed in writing by both parties. Throughout this Agreement, the company with the job order is referred to as "MetaSearch Inc.," and the company supplying the candidate is referred to as "the candidate firm".

Exact fees and guarantee agreements with a client/employer shall be fully disclosed by MetaSearch Inc. and agreed to by the candidate firm prior to any candidate referrals. Placement fees must be billed in accordance with this agreement.

Placement fees received by a MetaSearch Inc. will be shared on a 50/50 basis, unless otherwise agreed by the parties in writing as to any particular job order.

The candidate firm's portion of the fee, accompanied by a copy of the employer client's check, shall be disbursed within 30 days upon access to funds following deposit of payment from the employer/client.

Confidentiality shall be observed at all times. Information received from one firm shall not be disclosed to any other firm without the consent of the originating firm.

Guarantees shall be honored fully; each firm shall remit its proportionate share of a refund within five (5) calendar days after notification of liability. MetaSearch Inc. shall coordinate the refund or replacement process.

If MetaSearch Inc. has a replacement rather than a refund guarantee and a fall-off occurs on a cooperative placement, the portion of the fee paid to the candidate firm must be refunded to MetaSearch Inc. within ten (10) days of notification of the fall-off.

All résumé submittals must be accompanied by a valid Job Requisition #.

During the course of the cooperative placement, the client shall be contacted only by authorized representatives of the MetaSearch Inc..

During negotiations between a candidate and a client company, MetaSearch Inc. shall be considered to have complete authority and responsibility for all related communications. The candidate firm shall not interfere and shall cooperate fully with whatever assistance may be requested by MetaSearch Inc..

Candidate firms shall respect the client company relationships of MetaSearch Inc. and shall not use shared information for any business development purposes for one year after the job order is closed.

Candidate referrals are valid until close of originating position. Each candidate will need to be referred upon each job order presented by MetaSearch Inc.

The receiving MetaSearch Inc. shall not contact a candidate for networking purposes or to obtain referrals for a current search without the explicit consent of the candidate firm. If referrals are subsequently solicited from the candidate firm's candidate, or if that candidate refers other candidates with the knowledge of MetaSearch Inc. (for the same job order), these must also be considered split-fee candidates and the candidate firm shall be furnished the candidate's résumé information.

Any significant step involving a candidate's prospective employment (i.e. initial interview, second interview, offer, turndown) shall be reported to the candidate firm as soon as possible.

All referrals, job orders, or other related information exchanged between the cooperative firms must be non-discriminatory and shall be in strict accordance with all applicable laws pertaining to Equal Employment Opportunity.

Any dispute under this agreement shall be resolved by final and binding arbitration before the National Association of Personnel Services (NAPS) in accordance with NAPS' rules for final and binding arbitration then in effect.

© 2001 MetaSearch, Inc.