STAFFING SERVICE AGREEMENT

This Staffing Service Agreement ("Agreement") is entered into by and between the CLIENT, with principal offices located at the address provided in the associated Insertion Order ("CLIENT"), and Roofs in a Box, LLC, a Florida limited liability company with principal offices located at 2980 NE 207th St, Suite 338, Aventura, FL 33180 ("RIB"), as of the effective date listed on the Insertion Order ("Effective Date").

1. PURPOSE AND SCOPE RIB agrees to provide CLIENT with virtual staffing services, including the sourcing, referral, and placement of qualified candidates for remote employment. This Agreement governs the terms and conditions under which such candidates are presented, and any resulting engagement, employment, or contractual relationship.
2. FEES AND PAYMENT TERMS CLIENT agrees to pay the following fees to RIB:

• Candidate Onboarding Fee: $500.00 per candidate.
• Monthly Virtual Staffing Fee: As detailed in the Insertion Order.

All fees must be paid prior to the candidate’s start date. A 3% monthly interest will be charged on any past-due amounts. If payment is not received by 11:59 PM on the tenth (10th) day of the month, RIB may suspend all services until full payment, including any accrued interest and collection costs (e.g., legal fees), is received. CLIENT also agrees to reimburse RIB for any pre-approved expenses related to services performed under this Agreement.

3. HIRING AND NON-SOLICITATION PROTECTION CLIENT acknowledges that RIB invests significant resources in identifying, vetting, and presenting candidates. Therefore, CLIENT agrees that for a period of three (3) years from the date of RIB's initial introduction of a candidate, CLIENT and its affiliates, subsidiaries, parents, successors, or assigns shall not directly or indirectly hire, engage, or contract with any such candidate without RIB’s prior written consent.

In the event of a breach of this provision, CLIENT agrees to pay liquidated damages of Thirty Thousand Dollars ($30,000.00) per candidate. The parties acknowledge and agree that this amount is a fair and reasonable estimate of the damages incurred by RIB due to such unauthorized hiring and is not a penalty.

This clause applies regardless of the candidate’s employment status (employee, contractor, or consultant) or the hiring channel (directly, via third party, or through referral).

4. CANDIDATE GUARANTEE If a candidate placed by RIB terminates employment or is terminated within ninety (90) calendar days of their start date, and CLIENT notifies RIB in writing within five (5) calendar days of such termination, RIB will provide one replacement candidate for the same position at no additional onboarding fee. This replacement guarantee does not apply in cases where the candidate leaves due to material changes in job duties, layoffs, or if CLIENT does not fill the position within three (3) months.
5. DISCLAIMER OF WARRANTIES RIB does not guarantee the performance, conduct, or continued employment of any referred candidate. CLIENT agrees to conduct its own due diligence and assumes full responsibility for all hiring decisions and outcomes.
6. CONFIDENTIALITY All candidate information provided by RIB is confidential and intended solely for CLIENT's internal use. CLIENT agrees not to disclose candidate information to any third party without RIB’s prior written consent. Any unauthorized disclosure may result in liability for consequential damages and will be deemed a material breach of this Agreement.
7. ADJUSTMENTS TO RATES If a candidate’s scope of work or job responsibilities materially changes, RIB reserves the right to adjust fees accordingly. Any changes will be communicated in writing and must be mutually agreed upon before implementation.
8. TERM AND TERMINATION This Agreement may be terminated by either party with written notice. However, CLIENT remains liable for all fees and obligations related to any candidate introduced prior to termination. Sections pertaining to non-solicitation, confidentiality, and dispute resolution shall survive termination.
9. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties, superseding all prior communications and agreements, whether written or oral. Amendments must be made in writing and signed by both parties to be valid.
10. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida for any disputes arising under or related to this Agreement.

IN WITNESS WHEREOF, the authorized representatives of the parties have executed this Agreement as of the Effective Date as signed on the Insertion Order.