Deal Partner Agreement

1A. Definitions

For the purposes of this Agreement:

• Lead: A potential business opportunity introduced by the Deal Partner to Cross Path, which includes one or more contact persons at a client company who may be interested in Cross Path's services.
• Contact Person: An individual at a client company whom the Deal Partner directly introduces to Cross Path. Exclusivity rules (see Section 3) apply at the level of contact persons, not companies.
• Referring Party: The party who invited the Deal Partner to join Cross Path's network. This can be:
  • Cross Path directly, or
  • A Business Partner (independent person, affiliated to Cross Path), or
  • A Team Leader (independent person, affiliated to Cross Path)

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.

3. Responsibilities of the Deal Partner

The Deal Partner agrees to:

• Identify and introduce potential clients to Cross Path who may require Cross Path's services.
• Make reasonable efforts to facilitate communication between Cross Path and the introduced clients, including attending introductory meetings when necessary and providing relevant background information about the client's needs.
• Declare all leads in the CRM platform provided by Cross Path or send those information to the appropriate contact person.
• 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.
• Not engage directly with any clients, candidates, or personnel from the Cross Path platform without prior written approval from Cross Path.

The Deal Partner acknowledges that any leads or contact persons they introduce are exclusive to them. Cross Path will not count such leads as introduced by other deal partners unless expressly agreed in writing.

For avoidance of doubt, exclusivity applies to contact persons, not companies; different deal partners may introduce different contact persons from the same company.

4. Responsibilities of Cross Path

Cross Path agrees to:

• Provide the Deal Partner with free, restricted access to the CRM platform for the sole purpose of:
  • Declaring new leads
  • Tracking the progress of their introduced leads
  • Viewing commission statements and generating invoices for earned commissions
• Inform the Deal Partner about the progress of any leads or contact persons introduced by the Deal Partner.
• Notify the Deal Partner in writing if another deal partner has previously introduced the same contact person. In such a case, Cross Path will attribute the lead to the first-introducing deal partner unless the original introducer is no longer actively managing the lead or in other exceptional circumstances.
• Be responsible for signing, invoicing, and collecting payments from the client company. If, for exceptional reasons, Cross Path cannot be the signing party, it must at least be the invoicing party. Otherwise, the corresponding recruitment missions will not count as valid for commission purposes.

5. Commission and Payment Terms

5.1 The Deal Partner's commission rate and amount for each recruitment mandate shall be as displayed on the Cross Path platform for that specific mandate. The commission structure may vary from one deal to another and is determined by the Referring Party (as defined in Section 1A) or by Cross Path directly.

5.2 The Deal Partner agrees to refer to the platform for accurate, up-to-date commission information for each of their active leads and mandates.

5.3 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.

5.4 The Deal Partner acknowledges that no commission shall be payable for any introduction that does not result in a successful paid placement.

5.5 The Deal Partner will only be eligible for commission on leads or contact persons that Cross Path recognizes as introduced by them under the exclusivity rules outlined in Section 3.

5.6 The Deal Partner shall be credited for all recruitment mandates successfully closed following the initial introduction of the client by the Deal Partner, without any time limitation, provided that this Agreement has not been terminated.

5.7 The Deal Partner will generate their own invoices for earned commissions using the platform's invoicing tools, based on the commission amounts displayed on the platform.

6. Platform Access

The Deal Partner shall have free, restricted access to Cross Path's CRM platform. This access includes:

• Lead declaration functionality
• View-only access to the status and progress of their own introduced leads
• Commission tracking and invoice generation tools

The Deal Partner shall not have access to:

• Other deal partners' leads or clients
• Sourcing tools, campaigns, or ATS features
• Business development tools reserved for Business Partners and Team Leaders

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 Deal 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.