Business Partner Agreement

2. Nature of the Collaboration

The relationship established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, or joint venture between the Parties.

The Business Partner is affiliated with Cross Path and may present themselves as such. However, all client contracts are signed between Cross Path Network Ltd and the client, with the Business Partner listed as the client relationship manager.

3. Responsibilities of the Business Partner

The Business Partner agrees to:

3.1 Business Development

• Conduct business development activities using Cross Path's methodology, including building a network of deal partners, or any other method of their choosing.
• Integrate Deal Partners into the platform by providing them with restricted free access to the CRM, enabling them to create and track their own leads.

3.2 Client Contracting

• Generate recruitment contracts with clients using Cross Path's contract templates and pricing calculator tools.
• Sign recruitment mandates with clients as a representative of Cross Path Network Ltd (acting as Cross Path's mandatary).

3.3 Sourcing and Recruitment Execution

• Decide independently whether to conduct candidate sourcing themselves or delegate sourcing to:
• Cross Path's network of free recruiters;
• Team members (if applicable);
• External sourcers; or
• Any combination thereof.

3.4 Commission Distribution

• Decide on the commission split distribution among all parties involved in each mission (after Cross Path's platform fee), including any deal partners, CSMs, sourcers, or other contributors, at their sole discretion.

3.5 Platform and Tools Usage

• Use Cross Path's tools and platform (subject to applicable subscription fees).

3.6 Professional Conduct

• Maintain professionalism and integrity when presenting Cross Path's services.
• Comply with all applicable anti-bribery and anti-corruption laws.
• Not make any commitments, statements, or representations on behalf of Cross Path without prior written approval.

4. Responsibilities of Cross Path

Cross Path agrees to:

• Provide access to its recruitment tools, CRM, ATS, and business development platform (subject to subscription payment).
• Provide contract templates, pricing calculators, and operational support.
• Provide restricted CRM access for Deal Partners onboarded by the Business Partner (at no cost to the Deal Partners).
• Be the signing and invoicing party for all client contracts.
• Handle payment collection from clients.
• Calculate and distribute commissions in accordance with the terms specified in each recruitment mandate.

5. Commission and Payment Terms

5.1 Placement Commissions

• Cross Path shall retain a platform fee of [X]% of the total amount paid by the client for each recruitment mandate. This percentage will be specified in each individual recruitment contract signed with the client.
• The remaining [100-X]% shall be allocated by the Business Partner among all parties involved in the mission (including themselves, any deal partners, CSMs, sourcers, etc.) at their sole discretion.

5.2 Payment Conditions

• Commission payments will be made only after Cross Path has received the full amount due from the client, and provided no portion of that amount is subject to refund or reimbursement.
• The Business Partner acknowledges that no commission shall be payable for any mandate that does not result in a successful paid placement.

6. Subscription Fees

The Business Partner shall pay Cross Path a monthly subscription fee for access to the platform and tools. The amount of this fee is determined separately and may be modified by Cross Path with 30 days' prior written notice.

7. Confidentiality

7.1 The Parties agree to keep all confidential information obtained during the course of this Agreement strictly confidential and not to disclose it to any third party during or after the term of this Agreement.

7.2 These confidentiality obligations shall survive the termination of this Agreement indefinitely for as long as the Confidential Information remains non-public or proprietary in nature.

8. Duration and Termination

This Agreement shall remain in effect until terminated by either Party.

Either Party may terminate this Agreement at any time by providing written notice to the other Party.

Any commissions accrued prior to termination shall remain payable in accordance with the conditions set forth in Section 5. “Accrued” means that all conditions necessary for payment have been satisfied.

9. Governing Law and Jurisdiction

This Agreement and any dispute, claim, or obligation arising out of or in connection with it shall be governed by and construed in accordance with English law.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the English courts.

10. Miscellaneous

The Business Partner must promptly report to Cross Path any improper request or activity that could constitute bribery or corruption.

Any amendment or modification to this Agreement must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.