Terms

1. Scope of Agreement

These terms and conditions (‘Terms’) govern all work under- taken by Innovex Global for the client (or any company within the same group of companies or affiliated business) (‘the Client’). The appointment by the Client of Innovex Global to carry out any work on behalf of the Client shall be deemed acceptance of these Terms.

Innovex Global Ltd is an Employment Agency as defined in The Conduct of Employment Agencies and Employment Businesses Regulations 2003.

2. Definitions

In these Terms, the following phrases shall have the meanings prescribed to them as follows;

a)‘Service(s)’ means the Executive Search service provided by Innovex Global that involves the targeting and approaching of candidates which are potentially suitable for the relevant position(s). Candidates are then interviewed, assessed and if appropriate recommended on the shortlist produced for the Client.

b)‘First year’s estimated remuneration’ means the first year’s gross base salary for the relevant position including any target/ estimated bonus and sign-on bonuses and/or cash allowances including company car allowances which shall be calculated at £7500/€8,000 in the event of a car being provided. Unless otherwise agreed by Innovex Global, all fees are calculated and payable in pounds sterling or euros.

3. Fees

a)The fee payable by the Innovex Global for the Services is 30% of the first year’s estimated remuneration for the relevant position.

b)Payment Stages: The fee in clause 3(a) above is payable in stages as follows:

i)One third will be invoiced when Innovex Global is instructed by the Client to undertake the assignment.

ii)One third will be invoiced on presentation of a shortlist of candidates for the role by Innovex Global to the Client.

iii)On acceptance of an offer of employment by a candidate, Innovex Global will calculate thfee payable by the Client in relation to the actual Gross Annual Salary and then invoice the Client for that sum less the fees already received by Innovex Global Limited pursuant to clauses 3(b)(i) and 3(b)(ii).

c)In addition to the fees payable pursuant to clause 3(a) above, the following are payable by the Client and will be invoiced separately by Innovex Global;

i)Advertising: In the event that advertising is required, all advertising, artwork and production charges, incurred by Innovex Global in their performance of the Services for the Client. This is on basis of prior approval of the Client.

ii)Expenses: Out of pocket expenses will be recharged at cost. Extraordinary items of expense will be charged additionally subject to agreement in advance by the Client.

d)VAT: All sums invoiced are subject to VAT, if applicable, at the rate prevailing at date of invoice.

Invoices: Invoices are due and payable within twenty one days of the date of invoice. In the event that full payment is not received within fourteen days of date of invoice, Innovex Global reserves the right to suspend all work until receipt of payment and charge interest at a rate of 2% per month (or part thereof) above Royal Bank of Scotland base rate from the date of due payment until judgement or sooner payment. The Client shall indemnify

Innovex Global in respect of all costs, losses, damages and expenses that it may incur as a result of the Client’s delay or failure in payment. For the avoidance of doubt, the Client will remain liable for payment of all outstanding invoices, notwithstanding modification or cancellation by theClientpursuanttoclauses3(g)and3(h)below.

f) Default Fees:

i) If a candidate has been assessed by Innovex Global at any stage and that candidate is retained by the Client, the full fee for the Service as per clause 3(a) above will be payable by the Client, regardless of whether the candidate in question is internal or from a third party source.

ii)If the Client passes on details of the candidate to a third party and the services of the candidate are retained by a third party in any capacity, in any role, the Client is immediately liable to Innovex Global for the full fee for the Service as per clause 3(a) above (or any outstanding balance thereof).

iii)If no initial employment results but the services of the candidate are subsequently retained in any capacity, in any role by the Client within twelve months of the date of last interview, the Client shall immediately be liable to Innovex Global for the full fee for the Service as per clause 3(a) above (or balance thereof).

iv)For the avoidance of doubt, where an offer of employment made by the Client to the candidate is subsequently withdrawn through no fault of the candidate, the Client remains liable to Innovex Global for the full fee for the Service as per clause 3(a) above.

g)Modification: In the event of modification by the Client of the scope of a role, Innovex Global may in its absolute discretion either cancel or continue with the assignment. In the event of continuation, Innovex Global reserves the right to charge the Client an additional fee, plus additional advertising and out of pocket expenses. In the event of cancellation, the provisions of clause 3(h) below will apply.

h)Cancellation: A cancellation fee, consisting of the next fee stage payable plus any outstanding advertising related costs and out of pocket expenses shall be payable by the Client on the occurrence of any of the following events;

i) Cancellation of an assignment by the Client;

ii)Delay by the Client to the progress of an assignment for a period exceeding sixty days;

iii)If a candidate (from any source, either internal or external) who has not been assessed by Innovex Global, is appointed into a position in relation to which the services of have been retained;

iv)Cancellation by Innovex Global in the event of modification to the scope of the role by the Client pursuant to clause 3(g) above;

v)The occurrence of events outside the control of Innovex Global to the extent it becomes unrealistic or impractical for the assignment to be completed. This includes, without limitation, reorganisation/restructuring or acquisition / disposal activity in relation to the Client’s business which affects its recruitment requirements; PROVIDING ALWAYS that clause 3(f) takes precedence over the provisions of clause 3(h) and on the occurrence of any of the events set out in clause 3(f), the Client will be liable to Innovex Global for the full fee (or balance thereof) in relation to the Services as per clause 3(a) above.

j)Additional Candidates: In the event the Client retains the services of more than one of the candidates introduced or speculatively introduced by Innovex Global, then for each additional candidate retained, the Client shall pay to Innovex Global a sum equivalent to 25% of the Gross Annual Salary of each additional candidate appointed. This sum will be invoiced at such time as the candidate accepts the offer. Manner of Appointment: All fees and charges pursuant to these Terms (including, without limitation, default and cancellation fees) are payable regardless of whether or not the Client knew of the candidate previously, and are payable in the event the Client retains the services ofthecandidateinanycapacityandinanyrole(including, without limitation, in a position which is either full or part time, temporary or permanent; or where a candidate is retained either as an individual or via a partnership, corporate or other third party entity).

k)Additional Search Services: Innovex Global may agree to provide additional search services to those provided in these Terms subject to further written agreement between the Client and Innovex Global with regards to fees and scope.

l)Details of Appointment: In respect of all offers made by the Client to retain the services of candidates supplied by Innovex Global (in any capacity, in any role), the Client must supply full details to Innovex Global, (including total remuneration) made to the candidate immediately such offer is made.

4. Guarantee

a)In the unlikely event that the appointed candidate leaves the employment of the Client within six months of acceptance of the offer, Innovex Global will repeat the assignment without charging additional fees other than advertising and out of pocket expenses incurred.

b)The guarantee provided in clause 4(a) above is subject to the following provisos;

i) The Client must inform Innovex Global in writing within thirty days of the resignation or departure of the candidate (whichever event is earlier); and

ii)The guarantee will not apply in the event the departure of the candidate is for reasons of redundancy, changes to organisation structure, job content, contractual arrangements, sickness, fatality, accident, or for other reasons unrelated to the fault of the candidate; and

iii)All invoices have been settled within fourteen days of date of invoice.

5. Confidentiality

a)All and any information provided by (or available from) Innovex Global is confidential and must be kept in strictest confidence by the Client. Such information may not be provided or disclosed to any third party without the prior written consent of Innovex Global. Innovex Global will keep in strictest confidence any information that the Client provides to it, which is marked as confidential.

b)Information relating to candidates is strictly confidential. It is supplied to the Client with the consent of the candidate only for assessment by the Client in relation to the relevant position. The Client undertakes that such information will only be processed in strict compliance with the provisions of the Data Protection Act 1998 (and any enactment amending or repealing that Act). In particular, the Client agrees that it will prevent any approach being made to the candidate’s current employer without prior authorisation by Innovex Global. The Client also undertakes not to do or permit anything to be done which might jeopardise or contravene the responsibilities or liabilities of Innovex Global under any data protection, equal opportunities or anti- discriminatory legislation in any jurisdiction. The Client will indemnify Innovex Global in respect of all liabilities, costs, damages and expenses whatsoever or howsoever arising from breach by the Client of this clause. The provisions of this clause 5 shall survive termination of these terms.

6. Liabilities

The Client acknowledges and agrees that it is their own responsibility to determine the suitability of the candidate for the relevant position, including (without limitation) taking up references, qualification and criminal background checks, arranging medical examinations and work permits. Innovex Global takes no responsibility for the suitability, employment or performance of any candidate introduced to the Client and makes no warranties, either express or implied, in respect thereof. The Client acknowledges and agrees that the Client has carried out a thorough risk assessment of its site, equipment and working conditions and the Client is not aware of any health and safety risks.

Innovex Global shall not, under any circumstances, be liable to the Client or any other person for any direct, indirect or consequential loss, expense or damage of any kind (including, without limitation, loss of profit) arising out of or in connection with the recruitment, appointment, employment or retention of any candidate. For the avoidance of doubt, nothing in these Terms shall exclude or restrict the liability of Innovex Global for fraudulent misrepresentations made by it.

7. Exclusivity

The Client acknowledges that Innovex Global is exclusively retained on any assignment and those potential candidates from all other sources are referred to Innovex Global for assessment.

8. General

a)Force Majeure: In the case of force majeure (which includes but is not limited to fire, flood, aircraft damage, terrorist attack, explosion, electrical failure, strikes, lock- outs, state of national emergency, or government action) (‘Force Majeure’), the parties undertake to use their best efforts to minimise the delays resulting from such event. The party whose performance is affected by Force Majeure shall advise the other party promptly by written notice of the commencement and termination of the said event. In case no notice is given within fifteen days of the party becoming aware that its performance is affected by Force Majeure, then Force Majeure cannot be invoked to excuse the non-performance of any obligation.

b)Severability: In the event that any of these Terms is determined invalid, unlawful or unenforceable to any extent, it shall be severed from the remainder of these Terms that shall continue to be valid to the fullest extent permitted by law.

c)Third Party Rights: No person or entity that is not a party to these Terms shall have any rights to enforce, action or benefit from any provisions hereof.

d) Law and Jurisdiction: These Terms are governed by English law and subject to the exclusive jurisdiction of the courts of England.

e)Assignment and Entire Agreement: These Terms set out the whole agreement between the parties relating to the subject matter hereof. No other terms or representations other than those set out in these Terms has been relied upon or agreed between the parties. These Terms supersede and take precedence over any and all other agreements representations, terms or conditions (written, oral or implied) between the parties and may only be amended by the written agreement of an authorised representative of Innovex Global. The Client shall not be entitled to assign, transfer or subcontract its obligations under these Terms without the express written consent of Innovex Global.

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