FOHE Talent Terms and Conditions

The following FOHE Talent Terms and Conditions (the "Terms") constitute a binding agreement between Future of Higher Education, LLC ("FOHE," "we," "our" and "us") and the company, organization, or legal entity ("you" or "Employer") listed on the form on which you are agreeing to these Terms (the "Order Form"). By submitting the Order Form, you represent and warrant that you have legal authority to bind the Employer to these Terms and agree that the Employer is hereby bound by these Terms. These Terms set forth the terms and conditions regarding your use of FOHE to recruit talent for the Employer through FOHE's community of founders, executives, and practitioners focused on innovation in postsecondary education and training (the "FOHE Community") or otherwise (the "Services").

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests or the power to direct management or policies.

"Attribution Tail" means, in each case as related to each Candidate, the time period commencing upon the Introduction of the Candidate and ending 12 months after the Introduction.

"Candidate" means any individual in, referred through, or otherwise sourced from the FOHE Community in connection with the Services.

"Candidate Data" means any information relating to a Candidate that FOHE provides or makes available to Employer or any Employer Representative, including anonymized profiles, shortlist information, names, contact information, resumes, biographies, employment history, qualifications, compensation expectations, interview notes, communications, and other personal information.

"Employer Representative" means Employer's Affiliates and its and their employees, officers, directors, managers, owners, investors, advisors, agents, contractors, outside recruiters, attorneys, consultants, payroll providers, professional employer organizations, and other representatives.

"FOHE-Originated Candidate" means any Candidate first identified, introduced, referred, shortlisted, or otherwise presented to Employer or any Employer Representative by FOHE, including any Candidate described in an anonymized or coded preview if the Candidate's identity is later disclosed, requested, deduced, or otherwise learned by Employer or an Employer Representative in connection with the Services.

"Hire" or "Engage" means to employ, retain, contract with, appoint, engage, or otherwise use the services of a Candidate in any capacity (whether for the originally envisioned Role or not), whether as a full-time employee, part-time employee, temporary employee, intern, contractor, consultant, advisor, board member, project worker, or through any third party, staffing platform, payroll provider, professional employer organization, Affiliate, portfolio company, successor, or other intermediary. The date upon which a Hire or Engagement begins is based on the earlier of the date that the applicable agreement is executed or the Start Date.

"Introduction" means any act by which FOHE presents, introduces, refers, or otherwise connects a Candidate to Employer or any Employer Representative.

"Role" or "Search" means one specific job opening, position, consulting need, advisory need, board seat, or other talent need identified in an Order Form. Multiple simultaneous openings, even for similar titles or specifications, are separate Roles/Searches unless FOHE expressly agrees otherwise. A material change in title, level, location, scope, required qualifications, or compensation may be treated by FOHE as a new Role/Search.

"Services" means FOHE's talent introduction services described in these Terms, including receiving Role information, curating anonymized Candidate shortlists, seeking Candidate consent, sharing Candidate Data where permitted, and making warm introductions.

"Start Date" means the first date on which a Candidate begins employment, services, board service, advisory service, consulting, contracting, onboarding, training, or other work for or on behalf of Employer or any applicable Employer Representative.

Employer will submit an Order Form and provide the Role overview, required qualifications, compensation range, location, timing, and other information reasonably requested by FOHE. FOHE may rely on all information provided by Employer. FOHE may curate and provide Employer with an anonymized or coded shortlist of potential Candidates. FOHE will determine, in its discretion, whether and how many Candidates to present and the timing and format of any presentation. Employer may ask FOHE to pursue particular Candidates from such shortlist. FOHE will then use reasonable efforts to seek consent from the applicable Candidates before sharing their identities, full profiles, contact information, or other Candidate Data with Employer. FOHE will not be required to disclose Candidate identities or Candidate Data without Candidate consent. These Terms do not create an employment, agency, franchise, partnership, fiduciary, or joint-venture relationship between FOHE and Employer, between FOHE and any Candidate, or between Employer and that Candidate before a separate agreement is entered into between Employer and that Candidate.

Setup fee. Unless otherwise stated in the applicable Order Form, Employer will pay FOHE a setup fee of $750 per Role/Search. The setup fee is waived for Employer's first Role/Search. The setup fee is invoiced upon FOHE's delivery of any Candidate preview, shortlist, profile, identification, or Introduction for the Role/Search. The setup fee is non-refundable, and is not creditable against any Success Fee.

Success Fee. Employer will pay FOHE a success fee equal to 5% of the Hired or Engaged Candidate's first-year base salary or equivalent annualized cash compensation (the "Success Fee") for each FOHE-Originated Candidate Hired or Engaged by Employer or any Affiliate of Employer during the Attribution Tail.

Compensation calculation. For full-time salaried roles, the Success Fee is calculated on the first-year base salary stated in the offer, employment agreement, or applicable compensation arrangement. For part-time, hourly, temporary, contractor, consulting, advisory, board, or other non-salaried arrangements, the Success Fee is calculated on the equivalent annualized cash compensation, including by multiplying the hourly rate by 2,080 hours for full-time equivalent work or using the first 12 months of expected, committed, or reasonably anticipated cash payments, as applicable. Unless an Order Form states otherwise, discretionary bonuses, equity, benefits, expense reimbursements, and relocation reimbursements are excluded from the calculation.

Multiple openings. Each Role/Search is one opening. Multiple simultaneous openings are separate Roles/Searches and are subject to separate setup fees and Success Fees, even if they share the same or similar title, description, level, or compensation range, unless the applicable Order Form expressly states otherwise.

Invoices/Payment Terms. FOHE may invoice the Success Fee on the Candidate's Start Date. If Employer or an Employer Representative allows a Candidate to begin onboarding, training, work, services, board service, or advisory service before formal documentation is complete, the Start Date will be deemed to have occurred for invoicing purposes. All invoices are due net 30 days from invoice date. Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Employer will reimburse FOHE for reasonable costs of collection, including attorneys' fees, court costs, arbitration costs, and collection agency fees. Employer is responsible for all sales, use, value-added, withholding, or similar taxes arising from the Services, other than taxes based on FOHE's net income. If Employer is required by law to withhold any amount, Employer will gross up the payment so FOHE receives the amount it would have received absent the withholding, unless prohibited by law.

Anti-Circumvention. Employer will not, and will ensure that Employer Representatives do not, avoid or attempt to avoid the Success Fee by circumventing these Terms in any way. Employer will not, and will ensure Employer Representatives do not, attempt to identify, re-identify, deanonymize, contact, solicit, message, scrape, enrich, or otherwise pursue a Candidate based on an anonymized or coded preview, except through FOHE's permission-based process.

Pre-Existing Relationships. A Candidate will not be treated as a FOHE-Originated Candidate if Employer can demonstrate that, before FOHE's first Introduction or identification of the Candidate, Employer had a direct, active, and documented recruiting process with that Candidate for a substantially similar role. To claim this carve-out, Employer must promptly notify FOHE in writing and must provide reasonable written evidence, such as a dated application, dated interview records, dated direct communications, or an active recruiter-submission record predating FOHE's Introduction or identification of Candidate information.

Information. Employer must keep FOHE updated at all times on the status of discussions with Candidates. Specifically, and without limiting the foregoing, Employer must notify FOHE in writing within five business days after any offer, acceptance, Hire, Engagement, or other arrangement with a FOHE-Originated Candidate during the Attribution Tail. The notice must include the Candidate's Start Date, role, engagement type, agreed compensation, and other information reasonably necessary to calculate the Success Fee.

Verification. Upon FOHE's reasonable request, Employer will provide reasonable documentation sufficient to verify the Hire or Engagement and compensation, such as an offer letter, employment agreement, contractor agreement, board or advisory agreement, compensation memo, or payroll record. FOHE will treat such documentation as Employer Confidential Information and use it only to verify amounts owed.

If a Candidate for whom Employer has paid a Success Fee resigns or is terminated by Employer solely for performance or fit reasons within 90 days after the Start Date, FOHE will use reasonable efforts to source and present a replacement Candidate for the same Role/Search at no additional Success Fee (except as stated below). If FOHE does not present a reasonably suitable replacement Candidate within 30 days after timely notice of the covered departure, FOHE will refund the Success Fee actually paid for the departed Candidate. Setup fees, taxes, collection costs, and other amounts are not refundable. If Employer has not paid the applicable invoice in full and on time, Employer is not entitled to any refund or replacement remedy. To claim the guarantee, Employer must notify FOHE in writing within five business days after the Candidate's departure or termination, state the reason for the departure or termination, have paid all undisputed amounts due to FOHE in full and on time, and not be in breach of these Terms. The guarantee does not apply to departures, terminations, or failures to start arising from layoffs, furloughs, role elimination, restructuring, reorganization, merger, acquisition, financing event, hiring freeze, budget reduction, change in reporting line, material change to duties, compensation, location, remote-work status, start date, title, or seniority, Employer misconduct or misrepresentation, immigration or work-authorization issues not caused by the Candidate, medical or personal reasons, mutual separation unrelated to performance or fit, or any other reason other than resignation or termination based on performance or fit. If Employer Hires or Engages a replacement Candidate through FOHE for the same Role/Search, that replacement placement carries its own fresh 90-day guarantee under this Section. If the replacement Candidate's compensation is higher than the original Candidate's compensation, Employer will pay the incremental Success Fee based on the difference.

Candidate Data, shortlists, anonymized previews, profiles, and introductions are FOHE Confidential Information and may be used only to evaluate the relevant Candidate for the specific Role/Search or another role for which a Success Fee would be payable under these Terms. Employer will protect Candidate Data using at least reasonable administrative, technical, and physical safeguards. Employer may share Candidate Data only with Employer Representatives who have a need to know for the permitted evaluation purpose and who are bound by written or professional confidentiality obligations at least as protective as these Terms. Employer is responsible for all acts and omissions of Employer Representatives. Each party will comply with privacy, data-protection, employment, anti-discrimination, and other laws applicable to its activities. FOHE is responsible for obtaining Candidate consent before sharing a Candidate's identity or non-anonymized Candidate Data with Employer through the Services. Once Employer receives Candidate Data, Employer acts as an independent controller or equivalent role under applicable privacy laws for its own processing of that Candidate Data and is responsible for providing any required notices, honoring applicable individual rights, and maintaining a lawful basis for its processing.

Employer will provide accurate, complete, and non-misleading Role, compensation, timing, location, sponsorship, work-authorization, and hiring-process information and will promptly update FOHE regarding material changes. Employer is solely responsible for interviewing, evaluating, conducting due diligence on, selecting, rejecting, offering to, hiring, engaging, managing, compensating, terminating, and otherwise dealing with Candidates. Employer is solely responsible for background checks, reference checks, credential checks, work-authorization and immigration verification, employment eligibility, licenses, restrictive-covenant review, conflicts checks, and any other diligence Employer deems appropriate. Employer is solely responsible for compliance with all laws applicable to its recruiting, interviewing, hiring, employment, engagement, compensation, classification, termination, and other decisions, including equal employment opportunity, anti-discrimination, wage-and-hour, worker-classification, pay-transparency, immigration, tax, benefits, labor, background-check, privacy, and data-protection laws. Employer will not ask FOHE to screen, identify, exclude, rank, or evaluate Candidates based on protected characteristics or other unlawful criteria, and Employer will not use Candidate Data in a discriminatory or unlawful manner. Employer will not charge, recoup, deduct, or seek reimbursement from any Candidate for any fee payable to FOHE, except to the extent expressly permitted by applicable law and approved in advance in writing by FOHE. Employer will respond to FOHE in a timely manner, provide candidate feedback, coordinate interviews, keep FOHE reasonably informed of candidate status, and not make offers or arrangements with FOHE-Originated Candidates without notifying FOHE as required by these Terms.

FOHE does not represent or warrant that any Candidate is qualified, available, suitable, authorized to work, free of conflicts or restrictive covenants, accurate in any statement, or fit for Employer's needs. Candidate information may be provided by Candidates or third parties and may not be independently verified by FOHE. FOHE does not provide background checks, reference checks, credit reports, consumer reports, investigative consumer reports, employment eligibility verification, immigration advice, legal advice, tax advice, or compensation advice. Employer is responsible for using any legally required notices, authorizations, compliant vendors, and procedures. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL CANDIDATE DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." FOHE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, AND RESULTS. FOHE does not guarantee that Employer will Hire or Engage any Candidate, that any Candidate will accept an offer, start work, remain employed or engaged, perform to any standard, or produce any business outcome. FOHE may condition, suspend, modify, or decline Services as it reasonably determines necessary to comply with applicable employment-agency, recruiter, labor, privacy, or other regulatory requirements. If applicable law requires that any Services be provided through a licensed or registered entity, the parties will cooperate in good faith to structure the Services accordingly or FOHE may decline to provide the affected Services.

"Confidential Information" means nonpublic information disclosed by or on behalf of a party that should reasonably be understood to be confidential, including Candidate Data, shortlists, business plans, compensation information, technical information, pricing, terms of an Order Form, and other sensitive information. Candidate Data is FOHE Confidential Information regardless of form or marking. The receiving party will use Confidential Information only to perform or exercise rights under these Terms, will not disclose it except to permitted representatives with a need to know and confidentiality obligations, and will protect it using at least reasonable care. Confidential Information does not include information that the receiving party can prove is or becomes public without breach, was lawfully known without restriction before disclosure, was lawfully received from a third party without restriction, or was independently developed without use of the disclosing party's Confidential Information. If disclosure is required by law, subpoena, or court order, the receiving party will, to the extent legally permitted, give prompt notice and reasonable cooperation so the disclosing party may seek protective treatment.

To the fullest extent permitted by applicable law, Employer will defend, indemnify, and hold harmless FOHE, its Affiliates, and its and their officers, directors, employees, contractors, owners, agents, successors, and assigns from and against all claims, demands, actions, investigations, liabilities, damages, losses, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Employer's or any Employer Representative's recruiting, interviewing, hiring, rejection, employment, engagement, compensation, classification, management, or termination of any Candidate; (b) discrimination, harassment, retaliation, wrongful termination, wage-and-hour, worker-classification, immigration, benefits, tax, workplace-safety, or other employment-related claims involving Employer or a Candidate; (c) Employer's breach of these Terms; (d) Employer's misuse, unauthorized disclosure, or unlawful processing of Candidate Data; (e) Employer's failure to pay amounts owed; or (f) Employer's violation of applicable law. FOHE will provide Employer with reasonable notice of an indemnifiable claim and reasonable cooperation at Employer's expense. Employer may not settle any claim in a manner that admits fault by FOHE, imposes obligations on FOHE, or fails to provide a full release to FOHE without FOHE's prior written consent. FOHE may participate with counsel of its choice at its own expense.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL FOHE (OR ITS LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE FEES ACTUALLY PAID BY EMPLOYER TO FOHE FOR THE SPECIFIC ROLE/SEARCH GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

These Terms commence upon your submission of the Order Form and shall remain in effect until either party provides the other party with fifteen (15) days' advance written notice of termination (the "Term"). Upon termination, FOHE may stop providing Services, but termination does not affect accrued rights or obligations, including fees already due and fees that become due for FOHE-Originated Candidates during the Attribution Tail. The sections of these Terms that by their nature should survive, survive expiration or termination of these Terms.

The failure of FOHE to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

You may not assign or transfer these Terms, by operation of law or otherwise, without FOHE's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. FOHE may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

These Terms are governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof. The arbitration shall be held in accordance with the Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration shall be held in the US county of your most recent physical address or, if there is no such US county, in New York County, New York. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York County, New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND FOHE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

These Terms constitute the entire agreement between you and FOHE regarding your use of the Services, and supersede all prior written or oral agreements relating to the Services.