Common use of COMMISSION AND PAYMENT Clause in Contracts

COMMISSION AND PAYMENT. 5.1 The Recruiter shall be entitled to Commission if a Candidate Introduced by the Recruiter enters into a Relevant Contract. The minimum amount of commission payable by the Client to the Recruiter in respect of a Relevant Contract shall be £10,000 (ten thousand pounds sterling). Commission is otherwise charged at the rate of 30% of the Candidate’s total First Year Remuneration under the Relevant Contract (the “Commission”). For the avoidance of doubt, the First Year Remuneration shall not include the value of employee benefits such as stock options, insurance cover, pensions or other fringe benefits. The Commission shall be calculated on a pro-rata basis for Vacancies with duration of less than 12 months. 5.2 The Client shall promptly notify the Recruiter in writing of the date it enters into a Relevant Contract and the Commission due pursuant to the Relevant Contract. 5.3 In respect of a Contingency Search the Recruiter shall invoice the Client for the full amount of Commission payable on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate. 5.4 In respect of a Retained Search the Recruiter shall invoice the Client for the Commission payable together with any applicable VAT in three instalments: (i) one third upon signature of the parties of this agreement (which shall be non- refundable); (ii) one third on the date that the Recruiter provides a short list of suitable Candidates to the Client as agreed between the parties in writing (which shall be non- refundable); and (iii) one third on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate (subject to clause 3.2). 5.5 The due date for payment by the Client of such Commission shall be 21 days from the date of the relevant invoice. Commission shall be payable to the Recruiter in pounds sterling unless otherwise agreed in writing. All sums payable under this agreement are exclusive of taxation and shall be paid in full without any deductions. If the Client fails to make any payment due to the Recruiter under this agreement by the due date for payment then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest and the overdue amount together with any legal costs incurred by the Recruiter arising from such late payment. 5.6 If the Client employs more than one Candidate Introduced by the Recruiter during the course of a Proposal or if another applicant or applicants (in the case of a team of a Candidate’s employees in whole or part) referred by a Candidate enter(s) into a contract of employment with the Client, the Recruiter shall be paid Commission in respect of each such employment contract entered into with a successful applicant. If the Client employs a Candidate within the Introduction Period then the Recruiter shall be paid Commission as set out in clause 5.1. Equally if the Client refers a Candidate to a third party whom subsequently enters into an employment contract with the Candidate then the Client shall pay Commission to the Recruiter as set out in clause 5.1.

COMMISSION AND PAYMENT. 5.1 The Recruiter shall be entitled to Commission if a Candidate Introduced by the Recruiter enters into a Relevant Contract. The minimum amount of commission payable by the Client to the Recruiter in respect of a Relevant Contract shall be £10,000 (ten thousand pounds sterling). Commission is otherwise charged at the rate of 3040% of the Candidate’s total First Year Remuneration under the Relevant Contract (the “Commission”). For the avoidance of doubt, the First Year Remuneration shall not include the value of employee benefits such as stock options, insurance cover, pensions or other fringe benefits. The Commission shall be calculated on a pro-rata basis for Vacancies with duration of less than 12 months. 5.2 The Client shall promptly notify the Recruiter in writing of the date it enters into a Relevant Contract and the Commission due pursuant to the Relevant Contract. 5.3 In respect of a Contingency Search the Recruiter shall invoice the Client for the full amount of Commission payable on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate. 5.4 In respect of a Retained Search the Recruiter shall invoice the Client for the Commission payable together with any applicable VAT in three instalments: (i) one third upon signature of the parties of this agreement (which shall be non- refundable); (ii) one third on the date that the Recruiter provides a short list of suitable Candidates to the Client as agreed between the parties in writing (which shall be non- refundable); and (iii) one third on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate (subject to clause 3.2). 5.5 The due date for payment by the Client of such Commission shall be 21 days from the date of the relevant invoice. Commission shall be payable to the Recruiter in pounds sterling unless otherwise agreed in writing. All sums payable under this agreement are exclusive of taxation and shall be paid in full without any deductions. If the Client fails to make any payment due to the Recruiter under this agreement by the due date for payment then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest and the overdue amount together with any legal costs incurred by the Recruiter arising from such late payment. 5.6 If the Client employs more than one Candidate Introduced by the Recruiter during the course of a Proposal or if another applicant or applicants (in the case of a team of a Candidate’s employees in whole or part) referred by a Candidate enter(s) into a contract of employment with the Client, the Recruiter shall be paid Commission in respect of each such employment contract entered into with a successful applicant. If the Client employs a Candidate within the Introduction Period then the Recruiter shall be paid Commission as set out in clause 5.1. Equally if the Client refers a Candidate to a third party whom subsequently enters into an employment contract with the Candidate then the Client shall pay Commission to the Recruiter as set out in clause 5.1.

COMMISSION AND PAYMENT. 5.1 The Recruiter shall be entitled to Commission if a Candidate Introduced by the Recruiter enters into a Relevant Contract. The minimum amount of commission payable by the Client to the Recruiter in respect of a Relevant Contract shall be £10,000 (ten thousand pounds sterling). Commission is otherwise charged at the rate of 30% One Third (33.3%) of the Candidate’s total First Year Remuneration under the Relevant Contract (the “Commission”). For the avoidance of doubt, the First Year Remuneration shall not include the value of employee benefits such as stock options, insurance cover, pensions or other fringe benefits. The Commission shall be calculated on a pro-rata basis for Vacancies with duration of less than 12 months. 5.2 The Client shall promptly notify the Recruiter in writing of the date it enters into a Relevant Contract and the Commission due pursuant to the Relevant Contract. 5.3 In respect of a Contingency Search the Recruiter shall invoice the Client for the full amount of Commission payable on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate. 5.4 In respect of a Retained Search the Recruiter shall invoice the Client for the Commission payable together with any applicable VAT in three two instalments: (i) one third of the projected placement fee upon signature of the parties of this agreement (which shall be non- refundable); (ii) one third on the date that the Recruiter provides a short list of suitable Candidates to the Client as agreed between the parties in writing (which shall be non- refundable); and (iii) one third two-thirds on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate (subject to clause 3.2). 5.5 The due date for payment by the Client of such Commission shall be 21 14 days from the date of the relevant invoice. Commission shall be payable to the Recruiter in pounds sterling unless otherwise agreed in writing. All sums payable under this agreement are exclusive of taxation and shall be paid in full without any deductions. The Client shall be solely responsible for ensuring that they possess all requisite documentation and information necessary for timely payment in accordance with the specified due date. If the Client fails to make any payment due to the Recruiter under this agreement by the due date for payment payment, then the Client shall pay interest on the total overdue amount at the fee will increase by a rate of 40.5% per annum above of the Bank of England's base rate from time to time. Such interest shall accrue fee charge on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgmentamount has been received. The Client shall pay the interest and the overdue amount together with any legal costs incurred by the Recruiter arising from such late payment. 5.6 If the Client employs more than one Candidate Introduced by the Recruiter during the course of a Proposal or if another applicant or applicants (in the case of a team of a Candidate’s employees in whole or part) referred by a Candidate enter(s) into a contract of employment with the Client, the Recruiter shall be paid Commission in respect of each such employment contract entered into with a successful applicant. If the Client employs a Candidate within the Introduction Period then the Recruiter shall be paid Commission as set out in clause 5.1. Equally if the Client refers a Candidate to a third party whom subsequently enters into an employment contract with the Candidate then the Client shall pay Commission to the Recruiter as set out in clause 5.1.

COMMISSION AND PAYMENT. 5.1 4.1 The Recruiter Introducer shall be entitled to Commission if a Candidate Prospective Client Introduced by the Recruiter Introducer enters into a Relevant Contract. . 4.2 The minimum amount of commission payable by the Client to the Recruiter in respect of a Relevant Contract shall be £10,000 (ten thousand pounds sterling). Commission is otherwise charged at the rate [PERCENTAGE]% of 30% of the Candidate’s total First Year Remuneration Spigo's Net Income received under the each Relevant Contract (the “as it may be renewed, extended or amended) during a period of 2 years from its Commencement Date (Commission”). For the avoidance of doubt, the First Year Remuneration shall not include the value of employee benefits such as stock options, insurance cover, pensions or other fringe benefits. The Commission shall be calculated on a pro-rata basis for Vacancies with duration of less than 12 months. 5.2 The Client 4.3 Spigo shall promptly notify the Recruiter Introducer in writing of the following: (a) the date it enters into a Relevant Contract and Contract; (b) the Commission amount of the payments due pursuant to for Services under it; and (c) the dates on which payments for such Services are payable, no later than 5 Business Days after it enters into such Relevant Contract. 5.3 In 4.4 Any Commission payable pursuant to clause 4.2 shall be due to the Introducer within 14 days of the end of the Quarter in which Spigo received the corresponding payment for Services. If Spigo receives payment under any Relevant Contract in instalments, then Commission shall be calculated and paid on such instalments as they are received by Spigo. 4.5 Spigo shall within 14 days of the end of the Quarter in which Spigo received the corresponding payment for Services send to the Introducer a written statement setting out, in respect of a Contingency Search such Quarter, in respect of each Relevant Contract: (a) the Recruiter Commission payable to the Introducer; (b) the payments for Services received and details of any sums due which have not been received; and (c) how the Commission has been calculated, including details of all deductions made in determining Net Income. 4.6 The Introducer shall invoice the Client for the full amount of Commission payable on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate. 5.4 In respect of a Retained Search the Recruiter shall invoice the Client Spigo for the Commission payable as per Spigo's statement submitted pursuant to clause 4.5, together with any applicable VAT in three instalments: (i) one third upon signature and Spigo shall pay such invoice within 30 days of the parties of this agreement (which shall be non- refundable); (ii) one third on the date that the Recruiter provides a short list of suitable Candidates to the Client as agreed between the parties in writing (which shall be non- refundable); and (iii) one third on the date that the Recruiter receives notification that a Relevant Contract has been signed by the Candidate (subject to clause 3.2)receipt. 5.5 The due date for payment by the Client of such Commission shall be 21 days from the date of the relevant invoice. 4.7 Commission shall be payable to the Recruiter Introducer in pounds sterling unless otherwise agreed the currency in writing. which it is received by Spigo. 4.8 All sums payable under this agreement agreement: (a) are exclusive of taxation and value added tax or other applicable sales tax, which shall be added to the sum in question; (b) shall be paid in full without any deductionsdeductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the Client payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to: (c) lawfully avoid making any such deductions; or (d) enable the payee to obtain a tax credit in respect of the amount withheld. 4.9 If Spigo fails to make any payment due to the Recruiter Introducer under this agreement by the due date for payment then payment, then, without limiting the Client Introducer's remedies under clause 8, Spigo shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's Valetta (BOV) base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client Spigo shall pay the interest and together with the overdue amount together with any legal costs incurred by the Recruiter arising from such late paymentamount. 5.6 If 4.10 Spigo shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by Spigo, all payments received under them and all deductions made in the Client employs calculation of Net Income. Spigo shall permit the duly appointed representatives of the Introducer at all reasonable times, but no more than one Candidate Introduced once in any 12 months’ period, to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to Spigo. 4.11 If any dispute arises as to the amount of Commission payable by Spigo to the Recruiter during Introducer, the course of a Proposal or if another applicant or applicants (same shall be referred to Spigo's auditors for settlement and their decision, save in the case of a team of a Candidate’s employees in whole or part) referred by a Candidate enter(s) into a contract of employment with the Clientmanifest error, the Recruiter shall be paid final and binding on both parties. 4.12 No Commission in respect of each such employment contract entered into with a successful applicant. If the Client employs a Candidate within the Introduction Period then the Recruiter or other compensation shall be paid Commission as set out in clause 5.1. Equally if the Client refers a Candidate to payable where Spigo contracts with a third party whom subsequently enters into an employment contract with in the Candidate then circumstances described in clause 2.9. 4.13 Termination of this agreement, howsoever arising, shall not affect the Client shall continuation in force of this clause 4 and Spigo's obligation to pay Commission to the Recruiter as set out Introducer in clause 5.1accordance with it.