Effective Date - 01/11/2024

By agreeing to work with us, you accept the following terms (before we work together we'll sign a version of this, but we've added our agreement in full below for transparency)

1 - Service and Customer Cooperation:

BasedAbroad is a company that helps its clients hire Talent globally (individually and collectively, “Talent”).

Customer agrees that BasedAbroad will find and match Talent from BasedAbroad’s platform using commercially reasonable efforts and make such Talent available to Customer (the “Service”).

2 - Payments and Fees 

2.1 - Payment Options and Fees
Customer pays BasedAbroad fees for each individual applicant that they decide to hire as an individual Talent. 

2.2 - Placement Fee
Customer agrees to pay BasedAbroad 25% of Talent’s annual compensation once Talent formally accepts an offer letter from the company. The Placement Fee minimum is $6,000. There is no monthly ongoing fee to BasedAbroad, and Customer is responsible for all payroll, onboarding, and compliance risk.

2.3 - Limited Cooling Off Period for Introduced Talent
Customer agrees that BasedAbroad would be considerably harmed if BasedAbroad were to invest its time, energy, and resources to recruit, screen and curate its talent network and introduce its Talent to Customer only for Customer and Talent to circumvent BasedAbroad and enter into a direct or indirect arrangement outside of BasedAbroad. Therefore, Customer agrees that it will not, directly itself or indirectly through others, encourage or solicit to hire, or otherwise hire or engage for the performance of services (except via BasedAbroad under this Agreement) those individual Talents who Customer is introduced to by or through BasedAbroad in connection with this Agreement (i)during the period of time of such Talent’s Work for Customer under thisAgreement and twelve (12) months thereafter; or (ii) if Customer elects not to engage such introduced Talent under or in connection with this Agreement, then within twelve (12) months of the date such Talent is first introduced by BasedAbroad to Customer (the relevant time period under(i) or (ii) with respect to such individual Talent, the “Cooling Off Period”). For the avoidance of doubt, this restriction is not a general non-solicitation provision and will not apply to BasedAbroad’s entire talent network but is narrowly tailored in scope and duration to apply to those individual Talents that are introduced to Customer by or through BasedAbroad. Customer further agrees that during the applicable Cooling Off Period, it will not refer Talent to subsidiaries, parent companies, partnerships, holding companies, affiliated entities, or investors related to Customer in any form without processing such requests through BasedAbroad’s regular client intake processes. Customer also agrees that it will not try to circumvent BasedAbroad by inducing any such Talent to refer, provide names, or recruit other individuals or entities to work for, or provide services to, Customer or any third parties (except via BasedAbroad) nor will Customer cooperate with any efforts of such Talent to do the same. For the further avoidance of doubt, any Cooling Off Period(s) applicable to any individual Talent(s) will survive termination of this Agreement until the expiry of such respective Cooling Off Period(s), if any.

2.4 - Invoices; Payment Terms
BasedAbroad will invoice Customer on Customer-Hired Talent’s placement date and the Invoice will be due on Customer-Hired Talent’s start date.

2.5 - Methods of Payment; Late Payments
All payments will be made in U.S. Dollars and paid electronically via credit card, bank wire, ACH transfer or PayPal. If Customer selects ACH or credit card as its payment method, BasedAbroad will be entitled to draw or charge amounts on the payment due date. Amounts past due more than thirty (30) days will incur interest at a rate of 1.5% per month from the date they became due and payable. In the event of any action by BasedAbroad to collect any unpaid, undisputed (in good faith) past due amounts, Customer will reimburse BasedAbroad’s cost of collection including attorneys’ fees and arbitration or court costs.

2.6 - Protection
BasedAbroad offers a new placement at no additional cost if the engagement between Customer and Customer-Hired Talent lasts less than 60 days.

3 - Offer Letter
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When Customer is ready to make a hire, Customer (with assistance from BasedAbroad as needed) will write an offer letter specifying compensation and expected start date to Talent (the “Offer Letter”). Customer shall send Offer Letter to BasedAbroad and BasedAbroad will deliver to Customer-Hired Talent. 

4 - Termination
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If there is a material breach of this Agreement by a party, the other party may terminate this Agreement in its entirety by giving the breaching party written notice and a ten (10) business day cure period. Each party also may terminate this Agreement at any time, with or without cause, upon ten (10) business days’ prior written notice to the other party.

5 - IP Ownership & Licenses
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While engaged in a Monthly Engagement, BasedAbroad assigns to Customer all right, title, and interest owned by and vested in BasedAbroad or the Talent, in and to all work provided to Customer together with all intellectual property rights BasedAbroad or theTalent has (including, to the extent applicable, patents, copyrights, trade secrets, and moral rights). BasedAbroad will reasonably assist Customer, at Customer’s request and expense, to further evidence, record, perfect, and maintain, any rights assigned hereunder.

6 - Confidentiality
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All business, technical or financial information disclosed by a party to the other party under this Agreement will be the“Proprietary Information” of the disclosing party. All work provided by Talent to Customer under this Agreement is theProprietary Information of Customer. The Proprietary Information of BasedAbroad includes the names, contact information, BasedAbroad’s screening and selection criteria for, rates and particular skills of each Talent in BasedAbroad’s network. Each party will hold in confidence and not disclose or, except in performing its obligations under this Agreement, use anyProprietary Information of the disclosing party. Nothing, however, prohibits BasedAbroad from reusing the know-how accumulated while providing the Service, or thatTalent may retain providing the work in their unaided memories, for BasedAbroad’s business including to provide services to BasedAbroad’s other clients. Memory is considered unaided with respect if a person (1) has not memorized any Proprietary Information to intentionally evade the confidentiality obligations contemplated by this section; and (2) does not incorporate anyProprietary Information of Customer for the purpose of such reuse.

7 - Return of Proprietary Information
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As requested by the disclosing party, the receiving party will (and BasedAbroad will use commercially reasonable efforts to cause Talent to) promptly return to the disclosing party (or, at disclosing party’s election, destroy) all Proprietary Information of the other party (including furnishing Work Output to Customer, provided Customer has paid BasedAbroad all undisputed, in good faith, fees due). Despite the foregoing, the receiving party is not required to destroy any Proprietary Information stored in a party’s backup/disaster recovery systems or required to be retained to comply with applicable law or regulatory requirements. All such retained information will be subject to the terms of this Section 7 for as long as such information is held by the receiving party.

8 - General
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8.1 - Publicity
After the first successful Customer-Hired Talent, BasedAbroad may refer to Customer on BasedAbroad’s website or other marketing material which displays customers of BasedAbroad, or may use Customer as a reference; provided, however, that Customer may decline or revoke this permission, by emailing hello@basedabroad.com. BasedAbroad will cease such publicity on its website within ten (10) business days of its receipt of such opt-out notice. The parties may issue a public statement relating to this Agreement at any time following the first successful Customer-Hired Talent upon each party’s reasonable prior review and written consent.

8.2 - Relationship of Parties; Taxes
If Customer chooses the Pay-As-You-Go option, BasedAbroad is an independent contractor of Customer and the parties are not authorized to and will not attempt to bind the other party. Customer acknowledges that the Talent to be sourced to it under this Agreement are independent contractors and not employees of BasedAbroad. BasedAbroad is only responsible to remit the fees and compensation payable to the Talent and payment of BasedAbroad ’s income taxes in connection with this Agreement. Customer is responsible for all other taxes and assessments, if any, in respect of this Agreement or any Work or Work Output, including, if any, sales, value added, use or similar taxes. Customer will not withhold from and will pay the full amount invoiced as payable to BasedAbroad.

8.3 - Choice of Law; Dispute Resolution; Venue
This Agreement is made under, and will be governed, construed, and enforced in accordance with, the laws of Abu Dhabi, United Arab Emirates, without giving effect to principles of choice or conflicts of law that would result in the application of the laws of any other jurisdiction. To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to this Agreement, including the negotiation, breach, termination, enforcement, interpretation, or validity thereof, or the scope or applicability of this agreement to arbitrate, will be submitted for binding arbitration in Abu Dhabi, United Arab Emirates by a single arbitrator.

8.4 - No Consequential Damages; Limitations of Liability
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8.4.1 - No Consequential Damages
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE)ARISING OUT OF OR RELATING TO THIS AGREEMENT, SUCH PARTY’S PERFORMANCE HEREUNDER, THE USE OR INABILITY TO USE ANY SERVICE, WORK, OR WORK OUTPUT, OR ANY INTERRUPTION OR DISRUPTION OF OR BY ANY OF THE FOREGOING, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION(WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE).

8.4.2 - Limitation of Liability
NOTWITHSTANDING ANY OTHER PROVISION IN OR MADE A PART OFTHIS AGREEMENT, AND EXCEPT ONLY WITH RESPECT TO LIABILITIES THAT MAY NOT BE LIMITED OR EXCLUDED AS A MATTER OF APPLICABLE STATUTORY OR CASE LAW, THE AGGREGATE LIABILITY OF EACH PARTY WITH REGARD TO OR ARISING UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO BASEDABROAD UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM FIRST ARISES; PROVIDED THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9.4.2. WILL NOTBE CONSTRUED OR INTERPRETED TO LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

8.5 - Limitations on Assignment
Neither party will have the right to assign thisAgreement to another party without the other party’s written consent, except that either party may, upon written notice to the other party (and without the other party’s consent), assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an affiliate in a common control group in connection with a corporate reorganization, entity conversion, acquisition, merger, or sale of or substantially all of its assets; provided that such assignee agrees in writing to be bound by the terms and conditions of this Agreement.

8.6 - No Third-Party Beneficiaries
This Agreement is solely intended for the benefit of the parties hereto and their respective successors and permitted assignees and is not intended to benefit, and may not be enforced by, any other entity or person, including, without limitation, any Talent, as the case may be.

8.7 - Complete Agreement; Amendments
This Agreement constitutes the entire understanding between the parties regarding the subject matter of this Agreement. This Agreement will take precedence over any other agreement between BasedAbroad and Customer unless and solely to the extent that the parties state in such agreement that they intend to override a specific term of this Agreement. No waiver, change to, or amendment of this Agreement will be effective unless it is in writing and signed by the parties.

8.8 - Notices
Any notices to BasedAbroad in connection with thisAgreement will be made by email transmitted to legal@BasedAbroad.com, with a copy via nationally recognized carrier to: “Attn: Contract Administration” at BasedAbroad’s address above. Notices to Customer will be made by email or nationally recognized carrier to the Customer’s address set forth above (or such other address subsequently requested by Customer to be associated with Customer’s account), and will be deemed to have been given when sent by BasedAbroad to the email or delivered by such nationally recognized carrier at the mailing address associated with Customer’s account.

8.9 - Negotiation and Drafting
Each party has had the opportunity to review and negotiate this Agreement. Neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement.

8.10 - Severability
If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted under applicable law or decisional case law, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

8.11 - Authority to Bind
The parties warrant that the individuals signing this Agreement in their representative capacity have the authority, and are duly authorized, to execute this Agreement on behalf of the party for which they are signing and to bind such party.

8.12 - Confidentiality of Referrals
All Talent referrals made by BasedAbroad are made on a confidential basis and Customer shall hold BasedAbroad harmless from any liability resulting from Customer’s unauthorized disclosure or misuse of information regarding any Talents or their candidacy.

8.13 - Disclaimer
BasedAbroad does not guarantee the performance of any Talent or the accuracy of information provided regarding a Talent, and disclaims any responsibility for claim, loss, or liability as a result of a Talent’s acts or omissions. BasedAbroad urgesCustomer to conduct such investigations, as it deems necessary to verify Talent information or to obtain such other information, as it may deem relevant.