Please sign to confirm acceptance of admission.
I have read and agree to both the Membership Agreement and Warrant Agreement.
ADVISORY & COFOUNDER PLACEMENT SERVICES AGREEMENT
This Advisory & Cofounder Placement Services Agreement (“Agreement”) is made on this date [Agreement-Date] , by and between NEWCHIP LLC (“Newchip”) and [Company-Name] and its parent, subsidiary and affiliated companies. (hereafter “Client”).
TERMS AND CONDITIONS
Pursuant to the terms of this Agreement, Newchip agrees to provide qualified candidates (“Candidates”) to Client to fill vacant, part-time and full-time positions and Client agrees to accept such services as requested as part of this agreement.
This Agreement shall commence on the date this Agreement is executed by all parties and shall continue until terminated by either party upon (30) days’ prior written notice.
Newchip is an equal opportunity employer and refers Candidates regardless of race, sex, color, religion, creed, ancestry, national origin, physical handicap, age, marital status or other protected status pursuant to applicable law.
In addition to the foregoing, Newchip and Client agree to the following terms and conditions:
CONTINGENT RECRUITING SERVICES
- In performing its Contingent Recruiting Services, Newchip will provide Client with qualified candidates to fill Client’s vacant positions in the following roles: Advisory Board Members, Voting Board Members, or Cofounders. These positions may be paid by salary, stock, as W2 or 1099’s at the client’s discretion. Prior to referring any candidate, Newchip will ensure that the candidate meets the Client’s selection criteria and standards through a careful screening of the candidate’s professional background and interest relative to the opening. Within the screening process, and prior to presenting to the Client, Newchip will (i) ensure the candidate has a basic understanding of the position, (ii) confirm the candidate has the basic qualifications for the position, (iii) interview each candidate presented, and (iv) provide written presentation of the candidate’s qualifications (including a resume or CV). Upon concluding the screening process, Newchip will refer qualified candidates to the Client and inform the candidate of the referral.
- A candidate submitted as a candidate for an open Client position is considered ”referred” when a copy of the candidate’s resume is presented to the Client by Newchip for a particular job opening. All candidates submitted to Client by Newchip shall be considered “owned” by Newchip and Client shall be responsible for compensating Newchip as provided in Section 4 of this Agreement if Client retains the services of such candidate as an employee or contractor of Client. If Client has had prior contact or engaged in recruiting activities with the candidate within the thirty (30) day period prior to submission by Newchip, and Client notifies Newchip of such within five (5) days of submission by Newchip, Client shall not be obligated to pay Newchip if Client retains the candidate to provide services on Client’s behalf as an employee or contractor of Client. A candidate who has been presented to the Client in connection with a specific search may, upon Newchip’s consent, also be considered for other job openings by the Client. If Client hires the candidate either for the job opening for which the candidate was submitted or another job opening, Client agrees to pay the fee described below. Additionally, if the candidate hires a candidate as an Advisory Board Member and within 365 days hires them as a Voting Board Member or Cofounder, the difference in the fees applies, and will be due from the client upon invoice. For the purposes of this agreement, even if the Client does not give the title of Cofounder to an Advisory Board Member or Voting Board Member that they hire as a full-time hire as an employee to the Client, the placement fee still applies if they are hired within the salary ranges as part of the fee schedule.
- All hiring decisions are with the sole discretion of the Client. Only an authorized representative from the Client may extend offers to candidates and Newchip will assume that any Client representative who extends an offer has the authority to do so. Newchip will not at any time extend job offers to a candidate and it will not indicate or imply to the candidate that it has the authority to do so. Newchip’s status with the Client will be, at all times, that of an independent contractor.
- Following is Newchip’s fee schedule:
Advisory Board Placements-
Individual Member $495
Full Board (5 Members) $2,475
Individual Members Requested 1-5
Full Board Requested 1
Voting Board Placements-
Individual Member $___na_____
Full Board (3 Members) $___na_____
Annual Salary Normal Placement Fee (Cohort Discount)
$150,000 and above _5___% of annual salary (discounted to _na__%)
$50,000 – $149,999 __10__% of annual salary (discounted to _na__%)
Newchip will invoice the Client once the formal hiring agreement between the Client and candidate is signed or confirmed. All invoices are due upon receipt. No fee is owed (i) unless the Client actually hires the candidate referred by Newchip; (ii) if the candidate was previously brought to Client’s attention by another source, provided that Newchip has been provided notice of such within five (5) days of Newchip’s submission of the candidate ; (iii) if a candidate is hired more than three hundred and sixty-five (365) days after with the candidate was submitted to the Client. Resumes submitted to Client are confidential and for Client use only. Client acknowledges that Newchip incurs significant and ongoing expenses in attracting, recruiting, and placing qualified candidates and, therefore, Client agrees that Newchip is the representative of all candidates for whom resumes are submitted to Client by Newchip in response to Client requests.
- If the candidate’s employment is terminated or the candidate resigns within 30 days of his or her start date, for any reason other than company lay-off, elimination of the position, or a material change in the candidate’s job duties, Newchip will have 30 days to replace the candidate (at no additional charge). If Newchip is unable to find a suitable replacement candidate (in Client’s discretion) within such a 30-day period, Newchip shall refund the fee paid for such candidate on a pro rata basis. Payment of the fee for the original candidate must be received within 2 days of the original candidate’s hiring agreement or advisory agreement for this replacement policy to be effective.
- This Agreement does not create an exclusive business relationship and does not exclude the Client’s ability to fill the position(s) or to obtain recruits through other sources including other recruiting agencies or internal resources. Notwithstanding the preceding, the parties may from time to time enter into Statements of Work (“SOW”) regarding exclusive services to be provided by Newchip.
- Proprietary Information means all information relating to the Client’s business and operations received by Newchip in connection with this Agreement, including, without limitation, details regarding open positions, the status of projects, compensation and benefits practices, financial information, job functions and job requirements, and/or organizational charts. Newchip agrees to obtain Proprietary Information in strict confidence and not to disclose any Proprietary Information to any person or entity other than authorized in writing by the Client. Newchip further agrees not to use such information for any purposes other than those of this Agreement. Newchip may disclose Proprietary Information to its employees who reasonably require the same for the purpose hereof and who are bound to protect such Proprietary Information by like written obligations as to confidentiality. Upon completion of Newchip’s services under this Agreement, Newchip will return all tangible forms of Proprietary Information to the Client unless directed otherwise by the Client. These obligations of confidentiality and non-use will survive any expiration or termination of this Agreement, but will not apply to information that Newchip can document: (i) was known to Newchip prior to receipt hereunder from a source independent of the Client; (ii) was lawfully obtained by Newchip on a non-confidential basis from a third party who is not subject to an obligation of confidentiality with respect to such information; or (iii) that is now or becomes public other than by breach of this Agreement by Newchip.
- Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.
- If Client’s account is past due and Newchip has notified Client verbally or in writing of the past due balance, Newchip may, without advance notice, immediately cease providing any and all Temporary Field Employees without any liability to Client for interruption of pending work. If Client’s account, after default, is referred to an attorney or collection agency for collection, Client shall pay all costs and expenses incurred by Newchip in such collection efforts including, but not limited to, court costs and reasonable attorneys’ fees.
- All disputes arising in connection with this Agreement shall be finally settled in an arbitration proceeding under and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties agree to be bound by the findings of the arbitration. The non-prevailing party to the arbitration shall pay all the prevailing party’s expenses of the arbitration, including reasonable attorney’s fees and other cost and expenses incurred in connection with the prosecution, defense or enforcement of such arbitration. Any arbitration shall be conducted in Austin, Texas before a single arbitrator mutually agreed to by the parties.
- This Agreement is intended to be performed in the state of Texas and, therefore, Texas law shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, with regard to the principles of conflict of laws. This Agreement constitutes the entire agreement of the parties, and this Agreement supersedes all prior and contemporaneous agreements, understandings, purchase orders, negotiations and discussions, written or oral, of the parties, relating to any transaction contemplated by this Agreement. This Agreement may be amended, waived, changed, modified or discharged only by an agreement in writing signed on behalf of each party by an authorized representative.
- Neither party shall transfer or assign any or all of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that Newchip may transfer or assign its rights or obligations to an affiliate without the prior written consent of Client.
- Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
- Sections 2, 4, 6, 7, 11 shall survive any termination of this Agreement.
- Client acknowledges that all candidates are sourced from an external public pool and are not employees or contractors of Newchip. Client must establish their own relationship with the candidates. Client should independently verify the credentials and background of every candidate. Newchip has a screening process based on the needs of the Client, but Client understands that no background check of any kind has been performed. Client must rely on their own due diligence in determining whether to contract a candidate.