The Crossings Group Inc.Retained Search Agreement

303-346-5139

This Search Agreement (this “Agreement”) is made between The Crossings Group Inc., a Colorado Corporation located at 11163 W. Yucca, Littleton, CO 80125 (hereinafter “we” or “us”), and OUR NEXT CLIENT, (hereinafter “you” or “Client”), collectively the “Parties.”

Whereas you have a current need for a (INSERT JOB TITLE HERE) and desire that we recruit and refer qualified candidates for these positions to you on a retained basis, the Parties therefore, for consideration the sufficiency of which is mutually acknowledged, agree as follows:

  1. Definitions. The following definitions are applicable to this Agreement: “Candidate” means a person referred to you by us, either directly or indirectly. “Refer” means the disclosure by us of the identity of a candidate by any means, orally or in writing. “Employment” means you engage the services of the candidate in any capacity, including as an employee, independent contractor, consultant, agent or other representative.
  1. If you do not sign this Agreement, but nevertheless accept referrals from The Crossings Group Inc., such shall constitute acceptance of this Contract and you shall be bound as if a signatory hereto.

Fee and Terms

  1. Our fees are payable if you engage the services of a candidate that his been referred to you, either directly or indirectly by us, or through our efforts. The fee is payable should you or your affiliates engage such a candidate for any position within one year after our most recent communication with you relating to such candidate. The fee for this Agreement shall be:

Fees: Our fee is30% of gross base salary and 15% of the candidate’s remaining first year total gross estimated compensation. 1/3 of fee due upon start of search, 2/3rds upon start date of the the candidate. Invoices are to be paid within 2 weeks of receipt. Retained fee is capped at 25k per person.

Exclusivity – OUR NEXT CLIENT grants The Crossings Group Inc the exclusivity for 4 months from start date of search to fill role. All outside vendors/search firms who present candidates must present through The Crossings Group Inc. In the event the role is not filled within 4 months, both parties may extend time period.

Retained services: The Crossings Group will keep all candidates exclusive to OUR NEXT CLIENT for right of first refusal. We will provide a weekly report on calls, research, and submittal status and source name list at the conclusion of the search.

  1. In the event that a candidate referred by The Crossings Group Inc. has submitted his/her resume directly to OUR NEXT CLIENT, Inc. or is found in your database, and has not been contacted about or interviewed for this position within the past six months,The Crossings Group Inc. will be considered the source of the Referral and entitled to a full fee according to terms of this agreement.

Guarantee

  1. If a candidate resigns from OUR NEXT CLIENT, Inc. or is otherwise terminated for any reason except layoff, greater than 30% change in compensation plan, reduction in staff, reorganization or transfer of ownership of the company, within the first ninety (90) days of employment, The Crossings Group Inc. will use all reasonable efforts to provide new Candidates at no additional cost to OUR NEXT CLIENT, Inc. Guarantee will be enforceable only if invoices are paid timely according to the agreement. We do not refund dollars. Retainer portion of fee is refundable if metrics aren’t met during first 30 days only. Metrics to be determined.

General Terms and Conditions

  1. Equal Opportunity Employer.In accordance with Federal and State equal opportunity laws, The Crossings Group Inc. will refer all qualified candidates regardless of race, color, religion, sex, marital status, national origin, age, sexual orientation, handicap or disability, status as a Vietnam-era or special disabled veteran, or other protected class status pursuant to applicable law.
  2. Non-Disclosure and Confidentiality.The Crossings Group Inc. hereby agrees that all financial and other confidential information that it has and will receive concerning OUR NEXT CLIENT, Inc. is private and will not be disclosed to any individual or entity without prior consent.
  3. Termination of Agreement. The term of the Agreement shall commence on the date below. Either party may terminate this agreement by giving thirty (30) days written notice of termination to the other party. Notwithstanding any termination, The Crossings Group shall nevertheless be entitled to its fees under this Agreement for any candidate referred to Client during the period of this Agreement but hired by Client up to but not beyond one year following the termination hereof.
  4. Disclaimer. We do not conduct any criminal, financial, or other background investigations, or drug/substance abuse tests on candidates. You the Client are solely responsible for conducting any and all background checks you deem appropriate or necessary, at your cost. We recommend that you the Client perform a full battery of background investigations and tests on all candidates.
  5. Waiver/Assumption of Risk. You agree to waive forever any and all claims against us which may arise from the acts or omissions of any candidate we provide to you. You specifically assume all risk hereunder that a candidate referred by us may injure you or your agents and affiliates by their actions and inactions, including without limit financial injury or otherwise.
  6. Waiver/Modifications. No waiver or modification of this Agreement, in whole or in part, will be valid unless in writing and duly executed by each of the Parties. Any waiver of any term, condition or provision of this Agreement will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach.
  7. Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF CLIENT BRINGS ANY ACTION CONCERNING THIS AGREEMENT AT LAW OR EQUITY AGAINST THE CROSSINGS GROUP, ITS EMPLOYEES, OWNERS, AGENTS, OR ASSIGNS, NO SUCH CAUSE OF ACTION SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD, FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, BY CLIENT, CLIENT’S CUSTOMER, OR ANY THIRD PARTY, EVEN IF THE CROSSINGS GROUP, ITS EMPLOYEES, OWNERS, AGENTS, OR ASSIGNS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE CROSSINGS GROUP’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECITON WITH THIS AGREEMNT SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY THE CROSSINGS GROUP PURSUANT TO THIS AGREEMENT DURING THE THREE MONTHS IMMEDIATELY PRECEEDING THE FILING OF SUIT AGAINST THE CROSSINGS GROUP. NOTHING IN THIS SECTION SHALL OPERATE TO LIMIT THE AMOUNT OR THEORY OF DAMAGES WHICH ARE AVAILABEL TO THE CROSSINGS GROUP IN CONNECTION WITH THIS AGREEMENT OR ANY CLAIM ARISING THEREFROM, INCLUDING THE CROSSINGS GROUP’ POSSIBLE COUNTERCLAIMS IN SUITS CONCERING THIS AGREEMENT.
  8. Severability/Enforceability. In the event that any paragraph or provision of this Agreement is held to be illegal, invalid or unenforceable by any court of competent jurisdiction, such holding will not affect the validity or enforceability of the remaining paragraphs or provisions. To the extent that any paragraph or provision is rendered unenforceable because it is overly broad or unduly narrow, that paragraph or provision shall be limited or expanded to the extent permitted or required by applicable law in order to become enforceable, and shall be construed as having originally been so drafted.
  9. Indemnification. Client agrees to indemnify, defend, and hold harmless The Crossings Group, its employees, owners, agents, and assigns against any claim by any party not a signatory to this agreement, whether in law or equity, sounding in tort, contract, or otherwise, brought against The Crossings Group relating to its actions, inactions, performance, or non-performance arising out of work assigned or performed pursuant to this agreement.
  10. Attorney’s Fees. If any dispute arises between the parties under this agreement, even if not litigated, the prevailing party shall be entitled to their reasonable attorney’s fees and costs, payable by the other party.
  11. Governing Law/Equitable Remedies. This Agreement and the performance of services hereunder will be governed by the laws of Colorado, excepting its conflicts of laws provisions. Venue shall be exclusive to the State courts in Denver, Colorado. The parties agree that any damages under this agreement will be of a nature which might not be remedied by monetary damages alone, and that additional equitable remedies shall be permitted, at The Crossings Group’s option.
  12. Interpretation. No presumption shall arise owing to one party having drafted this agreement. Titles and captions here are for courtesy only and are not a part of this agreement, nor shall they have any interpretive weight in any dispute regarding this agreement. Time is of the essence in this agreement.
  13. Binding Effect. This agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, executors, administrators, and nominees.
  14. Survival/Limitation of Actions. Paragraphs 10 through 25, shall survive the termination of this agreement and remain in full force, as shall all terms of this Agreement which impliedly survive termination. No claim or action concerning, related to, or arising out of this Agreement or any breach of or default under this Agreement, may be commenced by either party more than twelve (12) months after the occurrence of any such breach or default.
  15. Counterparts. This agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures shall count as originals.
  16. Entire Agreement. This Agreement contains the complete agreement of the parties and will supersede any and all other agreements, understandings and representations by and between the parties hereto, written or verbal. The parties affirm that they are sophisticated, that this is a fully-integrated agreement, that it is not a contract of adhesion, that it was freely negotiated for value, that no parol evidence shall be admissible or useable for any purpose in any dispute arising under this agreement, and that each has either had advice of legal counsel regarding the propriety of entering into this agreement, or has had ample time to attain such counsel and has freely elected to proceed without it.
  17. Please sign this agreement below and retain a copy for your files. Fax a signed copy of the agreement to The Crossings Group Inc.

IN WITNESS WHEREOF, the parties have signed this Agreement this 14thday of November, 2007.

For OUR NEXT CLIENT Co

______/______/______/______

Print NameSignature Title Date

For The Crossings Group Inc.

______

Joe Lickteig, Owner/National Mgr

Fax: 303-948-5457

The Crossings Group Inc. 303-346-5139 (p)