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Sourced Talent & People Ops Agreement

Effective Date: March 17, 2025

Effective Date: March 17, 2025

This Sourced Talent and People Operations Agreement (this "Agreement") is entered into by and between No FUD Games, Inc., dba Aperturio, a Delaware corporation with its principal place of business at 2980 McFarlane Rd, Miami, FL 33133 ("NoFUD"), and the customer identified upon execution of this Agreement or upon engagement of NoFUD's services ("Customer").

By engaging NoFUD's services—including any sourcing, candidate placement, or people-operations services—Customer agrees to be bound by all terms and conditions of this Agreement. If Customer disagrees with any part of this Agreement, Customer must not use NoFUD's services.

1. Services

1.1 General Scope

NoFUD provides talent sourcing, recruitment, candidate placement, and ancillary "people-operations" services (collectively, the "Services"). NoFUD's primary objective is to identify, vet, and present qualified candidates ("Candidate(s)" or "Sourced Talent") to Customer to fulfill open roles or strategic talent needs.

1.2 Custom Candidate Roster

For each open role or talent request, NoFUD will compile a curated set of Candidates ("Custom Candidate Roster") and present it to Customer. NoFUD's process typically includes:

  1. Initial screening and qualification.
  2. Skills, experience, and culture-fit assessment.
  3. Presentation of candidate profiles, references, and background data, where appropriate.

1.3 Exclusive Holding Period

Each Custom Candidate Roster is exclusively held for Customer for thirty (30) days from the date of presentation. During this period, NoFUD shall not present those specific Candidates to any other client. After the 30-day window, if no successful Engagement (defined below) has occurred, NoFUD may freely present the Candidates to other parties.

1.4 Engagement of Candidates

If Customer hires, contracts, or otherwise engages any Candidate from the Custom Candidate Roster, whether in a full-time, part-time, contract, or consultancy capacity, such engagement shall be deemed an "Engagement" subject to the fees specified herein.

2. Pricing & Fees

2.1 Sourcing & Vetting Fee

A monthly retainer fee of two thousand five hundred U.S. dollars ($2,500.00 USD) (the "Sourcing Fee") for the sourcing, screening, and vetting services. The Sourcing Fee covers:

  • Talent acquisition strategy support.
  • Pre-screening Candidates.
  • Curating the Custom Candidate Roster.

Minimum Commitment: Customer commits to a minimum of six (6) months of the Sourcing Fee, billed monthly in advance (or as otherwise agreed in writing).

2.2 Success Fee

Upon Engagement of any Candidate, Customer shall pay a one-time "Success Fee" of fifty thousand U.S. dollars ($50,000.00 USD) per Candidate.

The Success Fee is due within thirty (30) days of the Engagement's start date (i.e., the date the Candidate officially begins working with Customer in any capacity).

2.3 Late Payments

Late payments accrue interest at the lesser of: (a) 1.5% per month or (b) the maximum rate allowed by law. Customer agrees to reimburse NoFUD's collection costs, including reasonable attorney's fees.

3. Term & Termination

3.1 Term

This Agreement begins on the earliest of: (i) the Effective Date indicated by Customer's execution or use of the Services, and (ii) any agreed-upon date set forth in a separate signed engagement letter. The Agreement remains in effect until terminated under this Section 3.

3.2 Termination by Either Party

After the initial six-month commitment, either party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other party. Termination during the six-month minimum commitment by Customer obligates Customer to pay any remaining monthly Sourcing Fees through the end of the commitment.

3.3 Termination for Breach

In the event of a material breach by either party, the non-breaching party may terminate this Agreement immediately upon written notice if such breach is not cured within fifteen (15) days after receiving notice of the breach.

3.4 Effects of Termination

Termination does not relieve Customer of unpaid obligations or any Success Fee due for Candidates already Engaged or in active discussion at the time of termination.

4. Confidentiality

4.1 Confidential Information

"Confidential Information" includes any non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Services, including without limitation, candidate data, proprietary processes, business strategies, financial information, and personal information.

4.2 Obligations

Recipient agrees to:

  1. Use Confidential Information only for purposes of fulfilling obligations under this Agreement.
  2. Maintain Confidential Information in strict confidence.
  3. Not disclose Confidential Information to third parties without Discloser's prior written consent, except to its employees, agents, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

4.3 Exclusions

Confidential Information does not include data that:

  1. Is or becomes publicly available through no fault of Recipient.
  2. Was lawfully known to Recipient prior to disclosure by Discloser.
  3. Is independently developed by Recipient without reference to the Confidential Information.
  4. Is required to be disclosed by law, provided Recipient gives prompt notice to Discloser and cooperates with any protective measures.

5. Non-Solicitation

For the duration of this Agreement and for a period of twenty-four (24) months after termination, Customer shall not directly or indirectly solicit, hire, or otherwise engage any Candidate introduced by NoFUD without paying the Success Fee outlined in Section 2.2. This obligation applies regardless of whether the introduction occurred during or before any subsequent renewal.

6. Representations & Warranties

6.1 By NoFUD

NoFUD represents that it will perform the Services in a professional, workmanlike manner consistent with industry standards.

6.2 By Customer

Customer represents that it has the legal authority to enter into this Agreement and to engage NoFUD's services. Customer further agrees to comply with all applicable laws and regulations in any subsequent Engagement of Sourced Talent (including but not limited to employment, anti-discrimination, immigration, and tax laws).

6.3 Disclaimers

NoFUD does not guarantee that any specific Candidate will be Engaged, accept an offer, or remain Engaged for any specific period of time. NoFUD's role is limited to sourcing, screening, and presenting Candidates. The decision to Engage and the terms of any Engagement are the sole responsibility of Customer.

7. Limitation of Liability

7.1 Cap

To the maximum extent permitted by law, NoFUD's total liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer to NoFUD in the three (3) months preceding the event giving rise to the claim.

7.2 Exclusion of Consequential Damages

NoFUD shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including lost profits or business interruption), even if advised of the possibility of such damages.

7.3 Indemnification

Customer agrees to indemnify, defend, and hold NoFUD, its officers, directors, employees, and affiliates harmless from and against any claims, damages, or expenses arising out of: (a) Customer's breach of this Agreement, (b) Customer's negligent or intentional acts in the Engagement of Sourced Talent, or (c) Customer's violation of any law or regulation.

8. Independent Contractor

Both parties acknowledge that NoFUD is an independent contractor in performing the Services. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.

9. Dispute Resolution

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law principles.

9.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, in New York, NY. The arbitrator's decision shall be final, and judgment may be entered upon it in any court of competent jurisdiction.

9.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property rights.

10. Miscellaneous

10.1 Entire Agreement

This Agreement, together with any signed engagement letter or addenda, constitutes the entire agreement between the parties regarding the Services, superseding all prior or contemporaneous communications.

10.2 Amendments

Any modifications must be in writing and signed by both parties.

10.3 Severability

If any provision is held to be unenforceable, the remaining provisions shall remain in full force and effect.

10.4 No Waiver

Failure by either party to enforce any right under this Agreement shall not be deemed a waiver of such right.

10.5 Assignment

Customer may not assign this Agreement without NoFUD's prior written consent. NoFUD may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets without consent.

10.6 Notices

All notices must be in writing and sent to the addresses provided in the parties' signature blocks or email addresses on file. Notices are deemed given when actually received or three (3) days after dispatch by certified mail.

10.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control (e.g., acts of God, war, pandemic, government regulation), provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

11. Contact

For questions regarding this Agreement or NoFUD's Services, contact us at:

No FUD Games, Inc., dba Aperturio

By engaging NoFUD's Services or otherwise using the Custom Candidate Roster, Customer acknowledges that it has read, understood, and agreed to be bound by all provisions of this Sourced Talent and People Operations Agreement.

Exhibit A: Service Details and Fee Schedule

A.1 Monthly Retainer (Sourcing Fee)

  • Amount: $2,500/month (USD)
  • Payment Terms: Net 15 from invoice date.
  • Minimum Commitment: Six (6) months from the Effective Date.

A.2 Success Fee

  • Amount: $50,000 USD per Candidate Engaged.
  • Payment Terms: Due within thirty (30) days of the Engagement's start date.

A.3 Custom Candidate Roster Holding Period

  • Duration: 30 days from presentation date.
  • Exclusivity: NoFUD will not introduce these specific Candidates to any other party during this window.

A.4 Renewal & Adjustments

  • The monthly Sourcing Fee and Success Fee structures are subject to renewal at any time upon mutual agreement.
  • NoFUD reserves the right to adjust pricing for new Engagement requests upon written notice; existing or in-progress Engagements remain governed by the rates in effect at the time of the original engagement.

(End of Exhibit A)