Sourcing Partner Master Service Agreement

1. BACKGROUND AND PURPOSE

1.1 TalentSure Platform

Certif-ID International ("Certif-ID") operates a technology platform known as TalentSure (the "Platform"), designed to facilitate the sourcing, development, and placement of qualified candidates ("Candidates"). Through its Platform, Certif-ID offers structured skill development pathways, program management tools, compliance tracking mechanisms, and a networking environment aimed at connecting Candidates to Hiring Partners (Employers and Agencies) in Germany and other international markets. The Platform enables coordination between Sourcing Partners, Hiring Partners, and Candidates by standardizing recruitment processes, tracking Candidate readiness, ensuring documentation completeness, and supporting compliance with applicable regulatory and program-specific requirements.

1.2 Objective of Collaboration

The Sourcing Partner possesses expertise in identifying, preparing, and supporting qualified Candidates for potential overseas employment opportunities. By entering into this Agreement, the Parties seek to collaborate in sourcing, developing, and preparing a pool of Candidates through the TalentSure Platform, with the objective of linking such Candidates to prospective Hiring Partners primarily in Germany, and potentially in other global markets as determined by the Platform's offerings. The Parties further aim to ensure that such collaboration is conducted in a transparent, efficient, and compliant manner, aligned with applicable laws and ethical recruitment standards.

1.3 Reference to Program Contract

This Agreement operates in conjunction with one or more Program Contracts, which set out specific terms, conditions, requirements, timelines, commercial arrangements, and operational workflows for particular occupations and industries. A Program Contract may be created, issued, and entered into by:

• (a) Certif-ID International; or
• (b) a Hiring Partner (including an Agency) participating on the TalentSure Platform,

provided that such Program Contract:

• is registered, administered, and managed through the TalentSure Platform;
• complies with all applicable standards, policies, and governance requirements established by Certif-ID; and
• does not conflict with the fundamental legal and compliance framework established under this Agreement.

In the event of any inconsistency between this Agreement and a Program Contract, the Program Contract shall prevail solely with respect to program-specific requirements, while this Agreement shall govern all general rights, obligations, liabilities, and governance principles.

1.4 No Guarantee of Employment

Certif-ID does not guarantee that a Candidate will receive a job offer or secure employment, nor does it warrant that any particular number of vacancies or job opportunities will be available. Final hiring or placement decisions rest solely with each Hiring Partner, and employment contracts shall be concluded directly between the Candidate and the Employer where applicable.

2. DEFINITIONS

2.1 "Candidate"

Any individual seeking employment (in Germany or other markets) who is sourced, trained, or otherwise prepared by the Sourcing Partner under this Agreement, utilizing the TalentSure Platform.

2.2 "Employer"

An entity that directly employs Candidates and enters into employment contracts with such Candidates.

2.3 "Agency"

A recruitment or placement organization facilitating employment opportunities.

2.4 "Hiring Partner"

An Employer or Agency participating in the Platform.

2.5 "Program Owner"

The entity responsible for issuing and managing a Program Contract.

2.6 "Conditional Offer of Employment"

An Employer's offer contingent on defined requirements.

2.7 "Program Contract"

A program-specific agreement defining requirements and processes.

3. SCOPE OF SERVICES

3.1 Candidate Sourcing

Identify qualified individuals, onboard them onto the Platform, conduct screening, and present profiles.

3.2 Language Training

Provide or coordinate required language training and track progress.

3.3 Document Collection

Ensure all required documents are complete and verified.

3.4 Translation and Notarization

Coordinate translations and certifications.

3.5 Background Checks

Conduct checks and report adverse findings to the Program Owner via the Platform. Do not proceed without approval where material issues exist.

3.6 Visa Appointment Booking

Assist Candidates with visa appointments and documentation guidance.

3.7 Reporting

Maintain accurate Candidate records and report progress.

3.8 Program Compliance

Adhere to all Program Contract requirements.

4. COMMERCIAL TERMS

4.1 Commission / Payment Structure

The Sourcing Partner shall receive a Commission per successfully placed Candidate, as defined in the applicable Program Contract. The Program Contract shall define:

• Commission amount
• Payment conditions
• Responsible paying party

Payment may be made by Certif-ID or directly by the Hiring Partner.

4.2 Method of Payment

Payments shall be made in Euros. Where paid by Hiring Partners, the Sourcing Partner handles invoicing.

4.3 Refunds or Deductions

Refunds may apply in cases of failure attributable to the Sourcing Partner.

4.4 Candidate Replacement

Dropouts must be replaced within defined timelines.

4.5 Refundable Training Deposit

Deposits must be transparent and refundable per Program Contract.

5. OBLIGATIONS AND RESPONSIBILITIES

5.1 Sourcing Partner Obligations

Act diligently, ensure accuracy, maintain records, and comply with all requirements.

5.2 Certif-ID Obligations

Provide requirements, updates, and maintain the Platform.

5.3 Mutual Cooperation

Both Parties cooperate and comply with applicable laws.

6. ETHICAL SOURCING AND COMPLIANCE WITH GÜTESIEGEL FAIRE ANWERBUNG PFLEGE

6.1 Commitment to Ethical Standards

The Parties affirm their commitment to fair and ethical recruitment practices, aligning with the principles set forth by the "Gütesiegel Faire Anwerbung Pflege" (Fair Recruitment Seal for the Care Sector in Germany). Both Parties shall maintain transparency and integrity throughout the recruitment process, ensuring that Candidates are treated fairly and without discrimination.

6.2 Core Ethical Requirements

In line with the Gütesiegel Faire Anwerbung Pflege, the Sourcing Partner shall:

• Not charge any unauthorized recruitment fees to Candidates.
• Provide Candidates honest and accurate information regarding working conditions, employment terms, and living arrangements in Germany or other relevant markets.
• Respect Candidates' rights to informed consent, data privacy, and freedom from coercion.
• Ensure all recruitment and employment processes comply with German labor laws and relevant regulations in the Sourcing Partner's home country.

6.3 Monitoring and Review

The Parties agree to review their recruitment practices periodically to ensure ongoing compliance with the Gütesiegel Faire Anwerbung Pflege and any updates or changes to these guidelines. Certif-ID International, as operator of the TalentSure Platform, reserves the right to conduct spot checks or request documentation to verify compliance with these ethical standards.

6.4 Consequences of Non-Compliance

Any violation of the Gütesiegel Faire Anwerbung Pflege principles or other ethical recruitment standards may constitute a material breach of this Agreement. In the event of non-compliance, Certif-ID International may terminate this Agreement in accordance with the termination provisions and seek additional legal or contractual remedies, including refunds of fees or commissions paid.

7. CONFIDENTIALITY AND DATA PROTECTION

Each Party agrees to treat as confidential any proprietary or non-public information received under this Agreement, including Candidate or Hiring Partner data. Both Parties shall comply with applicable data protection laws, including GDPR, and ensure proper Candidate consent.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents that it is duly authorized to enter into this Agreement and will comply with applicable laws.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for twenty-four (24) months. Either Party may terminate with ninety (90) days' notice or immediately in case of material breach not cured within thirty (30) days.

10. INDEMNIFICATION

Each Party shall indemnify the other against losses arising from breach, negligence, or misconduct.

11. LIMITATION OF LIABILITY

Liability is limited to Commission paid in the preceding 12 months, excluding fraud or willful misconduct.

12. FORCE MAJEURE

Neither Party is liable for events beyond reasonable control.

13. GOVERNING LAW AND DISPUTE RESOLUTION

German law applies. Courts in Cologne have jurisdiction.

14. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the Parties. Amendments must be in writing. Assignment requires consent. Invalid provisions do not affect the remainder. No waiver applies.