This Statement of Work (SOW) agreement between (“Customer)” and Field of Talent LLC (“Company”) and effective

This agreement is subject to the terms and conditions contained in the included Master Services Agreement ("MSA") and Mutual Non Disclosure Agreement ("NDA") between the made a part thereof. Any term in this agreement not otherwise defined herein shall have the meaning specified the MSA.

Section l. Scope of Work, Fees, Expenses

Level: Harvest

Field of Talent will be your talent acquisition partner to help you find, source, and recruit qualified candidates for your positions.

Term: 

1 year - Unless notified otherwise, will renew for an additional year. See Flexibility Section below. 

Flexibility: 

• Customer can scale up or back with 30 days’ notice. 
• Customer can pause or stop by providing 60 days’ written notice during a 90-day trial period 
• Customer can pause or stop with 90-days’ written notice during for a 12-month term. 
• Scaling back or stopping will become effective at the end of the notice period, and all monthly fees remain due during any notice period.

Anticipated Start: with a Kickoff Meeting

Target positions: To Be Determined at or after the kickoff meeting and documented on  the Strategic Talent Plan document. Advertising budget (included)

Payments to Company

Customer agrees to automatic recurring purchases processed against either a credit card or bank account (ACH) on file with Field of Talent, with the first payment due on the Effective Date. If any automatic payment fails, Customer must remedy the payment within 7 days of notice. Field of Talent may suspend services if payment is not received within 15 days of its due date and may apply a late payment charge of the lesser of 1.5% per month or the maximum rate permitted by law.

Getting Started

Upon acceptance of this agreement, someone from the Company shall reach out to the Customer to schedule a kickoff date for Services. Services shall complete at the end of the consulting session, and delivery of final notes/deliverables agreed upon in the meeting.

Company Representations

Company represents, warrants, and covenants that all Services to be performed under this agreement shall be performed in a professional, competent, diligent and workmanlike manner by knowledgeable, trained and qualified personnel, all in accordance with the terms of this agreement and the standards of performance considered generally acceptable in the industry for similar tasks and projects. In the absence of an agreed upon upfront specification for the performance of any portion of this agreement, the parties agree that the applicable specification shall be the generally accepted industry standard for similar work.

IN WITNESS WHEREOF, the duly authorized officers and representatives of THE CUSTOMER and Field of Talent have executed this agreement as of the agreement Effective Date. This also includes agreement to the terms and conditions of the Master Services Agreement below. 

FIELD OF TALENT

Customer Company Name: 

By: Authorized By:

Printed: David Anderson Printed: 

Title: Founder & CEO, Field of Talent, LLC Title:

Master Services Agreement

IN WITNESS WHEREOF, the duly authorized officers and representatives of THE CUSTOMER and Field of Talent have executed this SOW as of the SOW Effective Date.

NOW THEREFORE, in consideration of the retention of Company, the parties agree to the terms and 

conditions hereinafter set forth in this Masters Services Agreement (MSA), as follows:  upon which Field of Talent, LLC (the "Company"), being a Company duly registered under the laws of Indiana being a Company duly registered under the laws of: Indiana engages:

(the “Customer"),                                 

WHEREAS: the main activity of the Company is Strategic Recruitment, and Talent Acquisition Services including Recruitment as a Service (RaaS), staffing and/or staff augmentation, and talent strategy planning. 

WHEREAS: the Company locates and provides candidates, sourcing of candidates, recruitment, staffing, and talent acquisition consulting services.

WHEREAS: the Customer is desirous of engaging the Company to provide services on such terms as are set out throughout this agreement. The Company is desirous of being engaged by the Customer to provide said Recruitment, Talent Acquisition, and Human Resources (HR) services on said terms.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. DEFINITIONS

In this Agreement:

1.1 “Territory” shall mean the world.

1.2 “Candidate” shall mean any applicant presented by the Company.

1.3 “Consultant” shall mean an employee or contractor of Company that performs the services described in this Agreement and the applicable SOW(s).

1.4 “Position” shall mean the role for which the Candidate is being Presented based on the Requirements set out in any SOW under this Agreement.

1.5 “Requirements” shall mean the requirements provided to the Consultant by the Company set out in any SOW under this Agreement.

1.6 “Presentation,” “Presented,” “Present” shall all mean the submission in writing of the Candidate’s particulars to the Customer including either his or her CV or his or her name or any other information sufficient to uniquely identify the Candidate. The Presentation of a candidate shall be deemed to have taken place notwithstanding that the Candidate may eventually Sign On for a Position other than that in the contemplation of the Parties at the time of Presentation.

1.7 “Sign On” shall mean the execution of an employment or consultancy agreement between the Customer and the Candidate irrespective of its conditions.

1.8 “Termination,” “Terminate,” “Terminates” shall all mean the termination of the employment of the Candidate in any of the following circumstances only: resignation by the Candidate, dismissal for breach of contract, dismissal for gross misconduct, failure of the Candidate to begin employment or consultancy notwithstanding the execution of an employment or consultancy agreement.

1.9 “Another Agent” shall mean any person representing or purporting to represent the Candidate with or without instruction from the Candidate and whether or not doing so for pecuniary gain and whether or not in the business of recruitment or Human Resources (HR).

1.10 “Fees” shall mean the fees set out in Clause 4 of this Recruitment Strategy Agreement.

1.11 Unless it is evident from the context and having regards to the generality of the Agreement that a clause intends to mean otherwise: words denoted in the singular only shall include the plural and vice versa; words denoted in any gender shall include all genders; and, terms denoting people or persons shall include both natural and legal persons (such as corporations) and vice versa.

1.12 The heading names in the Agreement are provided as reference only and do not form part of the Agreement.

1.13 The Agreement may be executed in both English and other languages. If there is a conflict between the agreement in its various translations the English version shall prevail.

1.14 The illegality or unenforceability of any clause (or part thereof) shall have the effect of voiding that clause (or part thereof) only and not the entirety of the Agreement.

1.15 This Agreement may be executed either in one original or in two counterparts.

1.16 The terms of the Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.

2. PROVISION OF INFORMATION

In order to enable the Company to recruit or staff suitable Candidates the Customer will promptly provide the following information to the Company:

2.1 An executive summary of the Customer including its areas of operation, samples of their work etc.

2.2 A detailed description of the Position including salary, benefits, conditions of employment, place of work and any other relevant considerations.

2.3 A detailed description of the desired applicant.

2.4 A copy of their human resources (HR) policy, if any.

2.5 A sample employment contract, if any, detailing the terms on which the Candidate would be engaged.

2.6 Access - email address and use of company email signature for the purpose of branding the Company’s work as the Customer’s. 

The performance by the Company of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.

3. OBLIGATIONS OF THE COMPANY/RECRUITING/STAFFING FIRM

The Company will use its best endeavors to locate, recruit/staff a suitable Candidate(s) and present Candidate(s) to the Customer. The Company will use its skill, experience in recruitment and human resources (HR) as well as industry knowledge to locate, screen, interview and test Candidates. The Company may undertake searches for Candidates directly or may outsource this role to third-parties or networks, provided that the Company shall remain responsible and liable hereunder for all activities of any third-parties or networks in connection with this Agreement. Specialist tests such as drug-testing, background-checks and credit checks are performed by the Customer.

4. FEES

In consideration of its services under the Agreement the Customer agrees to pay a rate determined per the engagement Schedule of Work (see exhibit A.). Invoices for fees will specify the engagement level. 

All payments are due within 30 days of receipt of invoice. The above fee is due net of any and all local taxes, charges and all other deductions.

5. OUT OF POCKET EXPENSES

In addition to the fees outlined in clause 4 the Customer undertakes to reimburse the Company for all reasonable costs, overheads and out-of-pocket expenses incurred by the Company related to the Consultant and within the scope of and during the operation of the Agreement provided always that any  such expenses are approved by the Customer in writing before they are incurred and that documentary evidence of the payment of said costs and their bona fide nature is presented promptly.

6. APPLICATION VIA ANOTHER AGENT AND DIRECT

APPLICATION It is agreed that:

6.1 The Company's Fees for hourly services are still payable notwithstanding the subsequent Presentation of the Candidate to the Company by Another Agent.

6.2 The Company’s Fees for services are still payable notwithstanding the subsequent application of the Candidate to the Company directly.

6.3 Nothing in this clause shall affect the provision of Clause 5.

7. DURATION

The Agreement shall commence on the Effective Date and shall have effect until any of the following occurrences at which point the Agreement will end:

7.1 The failure of the Customer to pay any fees due under this Agreement within 60 (sixty) days of them  falling due provided that such delay was not due to a good faith dispute or otherwise expressly agreed between the Parties.

7.2 The provision of 60 days’ notice in writing by either Party.

7.3 Immediately upon notice of a breach of this Agreement from the non-breaching party to the breaching party.

8. WARRANTIES AND INDEMNITIES

8.1 Both Parties warrant that they have the necessary power and approval to enter into the Agreement.

8.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under the Agreement.

8.3 The Customer acknowledges that it does not have the right to bind the Company, and the Company does not have the right to bind the Customer.

8.4 The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.

8.5 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights with the express exception of those rights in clause 6.3.

8.6 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.

8.7 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clause 14.

8.8 The Customer accepts that the Company is not liable for  any losses to the extent arising out of:

8.8.1 Any deception, misrepresentation, fraud or fraudulent statement by the Candidate howsoever made and whether by act, conduct or omission, except to the extent that any such statement was recommended or encouraged by the Company.

8.8.2 Any loss howsoever arising caused by the Candidate(s) acting under employment to the Customer including losses due to negligence or gross misconduct.

8.8.3 Any loss caused by the Candidate failing to take up employment as agreed.

9. CONFIDENTIALITY It is agreed that:

9.1 The Company shall ensure that any confidential information or material which is obtained during the scope of this Agreement or in negotiation thereof is kept confidential including but not limited to the details of the Position and the proposed salary thereof.

9.2 The Customer shall ensure that the details of the Candidate are kept confidential at all times and undertakes not to share this information with any third parties unless by consent or if required to do so by law.

9.3 The Company undertakes that it shall not expose any confidential information except with the prior  written consent of the Customer or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.

9.4 The terms of clauses 10.1, 10.2, 10.3 shall apply indefinitely notwithstanding the termination of this Agreement.

10. NON-SOLICITATION.   It is agreed that:

10.1 during the term of this Agreement, the Customer shall not solicit Consultants, contractors, or employees of the Company to work for the Customer without prior written approval from the Company.

10.2 the Company shall not solicit employees and/or contractors of the Customer (or any of its affiliates)  to work for the Company or any of its affiliates or customers without prior written approval from the Customer during the term of this Agreement. 

11. Variation

Any variation to this Agreement shall be made in writing and signed by both Parties.

12. NOTICES

Any notice served under this Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address for service. All notices shall be delivered in English.

13. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that:

13.1 The Agreement is made under the exclusive jurisdiction of the laws of Indiana.

13.2 Disputes under this Agreement shall be subject to the exclusive jurisdiction of the courts of Indiana. 

13.3 Notwithstanding the terms of 13, both Parties agree that in the event of a dispute they will enter into arbitration (with a mutually agreed upon arbitration setting) before a single arbitrator whose decision shall be final. Any dispute arising under this Agreement shall be submitted to binding arbitration

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Document name: RaaS Harvest Agreement

Unique Document ID: 4be83fc24d7af3ae9d68cc216765a9cc93eee517

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Timestamp	Audit
November 17, 2025 10:38 am EDT	RaaS Harvest Agreement Uploaded by David Anderson - david@fieldoftalent.com IP 74.83.48.149

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