Master Customer Agreement for Professional Services

Updated July 30, 2026.

This Master Customer Agreement for Professional Services (this "Agreement") is entered into by and between Brilliant Staffing, LLC ("Company") and the undersigned Client ("Client").

This Agreement governs the terms under which Company will provide professional services and staffing services to Client. This Agreement is effective as of the date it is executed by the last party to sign below (the "Effective Date").

Part 1 - General

1.1       Definitions

The term “Services” means the provision of services by the Company to Client.

1.2       Agreement Structure

Additional terms and conditions for the Services are included in Exhibit A and Exhibit B, which are attached to this Agreement (the “General Conditions”), which General Conditions are incorporated into this Agreement in their entirety by reference.  For Contract, Interim, and Project work, Company will also provide additional terms for Services in either a Job Arrangement Letter (JAL) or Statement of Work (SOW) that shall be issued under this Agreement, the terms of which are also incorporated into this Agreement in their entirety by reference.  All Contract, Interim, and Project work under this Agreement will be subject to a properly executed JAL or SOW.  In order to initiate a Service, Client will provide Company with notice (e.g., via telephone, e-mail, facsimile or mail) describing the Services Client requires in reasonable detail.  Company will promptly reply to such request and indicate whether Company will or will not provide the requested Service.  If Company elects to provide the requested Service, Company will send Client an applicable JAL or SOW.  If there is a conflict between this Agreement and an Exhibit, the terms of this Agreement shall control unless the applicable Exhibit expressly states that it supersedes this Agreement with respect to the applicable Services. If there is a conflict between this Agreement or an applicable Exhibit and a JAL or SOW, the terms of this Agreement and the applicable Exhibit shall control unless otherwise expressly agreed in writing.

1.3       Charges and Payment

Fees for Services are due and payable in accordance with the General Conditions attached hereto as Exhibit A and Exhibit B. Client hereby agrees to the terms of the General Conditions and to pay Company accordingly, including any late payment fee.

1.4       Changes to the Agreement Terms

For a change to the terms of this Agreement, the General Conditions, a Statement of Work or any Job Arrangement Letter to be valid, both parties must acknowledge and accept such change in writing.  Additional or different terms in any written communication from Client (such as a purchase order) or Company are void unless accepted in writing by the Company and Client.

1.5       Limitation of Liability

Regardless of the basis on which Client may be entitled to claim damages from Company (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Company’s liability, if any, will (in the aggregate for all claims, causes of action or damages) be limited to any actual direct damages up to an amount equal to the fees actually paid to Company for the Services that are the subject of the claim.  Under no circumstances is Company liable for special, incidental or indirect damages or for any consequential damages (including lost profits, business, revenue, goodwill, or anticipated savings), even if informed of the possibility.

1.6       General Practices of Our Relationship

Each party will maintain workers’ compensation insurance, commercial liability insurance and employer’s liability insurance.  Company will be responsible, to the extent applicable, for any workers’ compensation insurance, federal, state and local withholding and unemployment taxes, social security, state disability insurance or other payroll charges for its employees.  Any sales, service, value-added, use, consumption or other such tax imposed upon the Services shall be separately disclosed and added to the amount of each invoice to Client unless Client provides Company with appropriate evidence of a tax exemption claimed for the relevant jurisdiction(s).  In the event that any provision of this Agreement, including any provision of the General Conditions, Job Arrangement Letter, and Statement of Work, is held to be invalid or unenforceable, the remaining provisions of this Agreement, General Conditions, Job Arrangement Letter and Statement of Work remain in full force and effect.

1.7       Agreement Term

This Agreement will continue indefinitely unless terminated by either party with thirty (30) days’ prior written notice to the other.  Either party may terminate this Agreement if the other breaches any of the terms of this Agreement, provided the breaching party is given written notice and reasonable time to cure any such breach, other than a payment breach, for which there shall be no cure period.  Any terms of this Agreement that by their nature extend beyond the termination of this Agreement, including the payment obligations set forth in Section 1.3 above and the indemnification obligations set forth in Section 2.7 below, will remain in effect until fulfilled and will apply to each party’s respective successors and assigns.

1.8       Warranties

EXCEPT AS SET FORTH IN THE GENERAL CONDITIONS ATTACHED HERETO AS EXHIBIT A, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.

Part 2 - Services

2.1       Company checks references only by asking specific questions to select past employers with regard to skills and work history before Company places an individual on his or her first assignment.  Company also conducts a nationwide criminal background check on all individuals prior to placement on his or her first assignment.  Company has not engaged in any verification process other than this initial reference and background check (e.g., Company has not screened for drug use, administered a medical exam or conducted a credit check). For contract or contract to hire talent, Brilliant will administer the necessary pre-employment requirements.

2.2       Client agrees that Client is responsible for supervising Company’s employees/contractors while such employees/contractors are performing Services for Client.  Client will not permit or require a Company employee/contractor (i) to perform Services outside of the scope of his or her assignment; (ii) to sign contracts, financial statements or documents to be filed with the Securities and Exchange Commission; (iii) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (iv) to make any management decisions; (v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables, or (vi) to operate machinery (other than office machines) or automotive equipment.

2.3       Client agrees that Client will provide safe working conditions for Company’s employees/contractors performing Services for Client.  If any assignment under this Agreement is for work to be performed under a government contract or subcontract, Client will notify Company prior to the commencement of such assignment (i) of any obligations in the government contract or subcontract relating to wages, and (ii) if Company is legally required to initiate E-Verify verification procedures for any Company employee assigned to Client.

2.4       Client agrees that Client is responsible for reporting any claim related to Services Company performed for Client to Company in writing during or within ninety (90) days after the termination of the applicable assignment or, if later, promptly following Client’s knowledge of the claim.  Company will not be responsible for any claim related to Services Company performed for Client unless Client has reported such claim in writing to Company within ninety (90) days after termination of the applicable assignment or, if later, promptly following Client’s knowledge of the claim.

2.5       Client agrees that Client is responsible for implementing and maintaining usual, customary and appropriate internal procedures and controls (including accounting, information technology, proprietary information, creative designs and trade secret safeguards) for Client’s company.  Client agrees that Client is fully responsible for, and that Company will not be responsible for, any injuries, claims, damages or losses that may result from Client’s failure to comply with this Section 2.5.

2.6      The Company employee/contractor will execute any confidentiality agreement that Client may require. Client is responsible for obtaining the Company employee/ contractor’s signature thereto.  Client agrees to hold in confidence the identity of any Company employee/ contractor as well as the Company employee’s / contractor’s resume, social security number and other legally protected personal information, and Client agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure.

2. 7     Each party will indemnify, defend and hold harmless the other party and its managers, directors, officers, employees, successors, assigns and agents from and against any claim, loss and expense, including reasonable attorneys’ fees, arising from the performance of this Agreement and attributable to bodily injury, violation of laws, sickness, disease or death, or damage to or destruction of tangible property caused in whole or in part by the negligence or misconduct of the indemnifying party or its managers, directors, officers, employees, successors, assigns and agents, except to the extent caused by the gross negligence or willful misconduct of the indemnified party. The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought hereunder (“Claim”), provided that the indemnified party’s failure to promptly notify will not relieve the indemnifying party from any liability hereunder, except to the extent the indemnifying party is materially prejudiced as a result thereof, (ii) give the indemnifying party the opportunity to arrange and direct the defense of the Claim at its sole expense, and (iii) give the indemnifying party all information, assistance and authority reasonably necessary for it to perform its obligations hereunder.  The indemnifying party may not consent to the entry of any judgment or enter into any settlement without the indemnified party’s prior written consent, which may not be unreasonably withheld.

Part 3- General

3.1       Neither party may assign this Agreement without the prior written consent of the other, which shall not be unreasonably withheld or delayed.  Any attempt to assign, subcontract or delegate in violation of this subsection is void in each instance.

3.2       Any controversy, claim or dispute arising out of or relating to this Agreement or any Services hereunder, between the parties hereto shall be litigated solely in state or federal court in Chicago, Illinois.  Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service by a nationally recognized overnight courier to the party at the party's last known address, if personal service delivery cannot be easily effected, and (4) authorizes and directs the agent to accept such service in the event that personal service delivery cannot easily be effected.

3.3       This Agreement is governed by the laws of the State of Illinois, excluding its conflicts of law rules.

3.4       This Agreement, the General Conditions attached hereto as Exhibit A and Exhibit B, and any Job Arrangement Letters or Statements of Work are the complete agreement regarding these transactions and replace any prior oral or written communications between the Company and Client regarding these transactions.

General Conditions for Contract-to-Hire and Contract Placement Services – Exhibit A

Any capitalized terms not otherwise defined in these General Conditions for Contract-to-Hire and Contract Placement Services ("General Conditions") shall have the meanings ascribed to them in the Master Customer Agreement for Professional Services (the "Agreement") between Brilliant Staffing, LLC ("Company") and the undersigned Client ("Client"). These General Conditions are incorporated into and form a part of the Agreement. The Company's employee, contractor, or candidate is assigned to Client under the following terms:

1. Time Sheet: Company’s employees/ contractors will present a time sheet to Client or Client’s representative for verification and signature at the end of each week. Company will bill Client weekly for the total hours worked by the Company’s employees/ contractors. Company’s invoices, including applicable sales and service taxes all of which are payable by Client, are due thirty (30) days after receipt.  In the event that Client fails to pay the invoices when due, Client agrees to pay all of Company’s costs of collection, including reasonable attorneys’ fees, whether or not legal action is initiated.  Additionally, Company may, at its option, charge interest on any overdue amounts at a rate of the lesser of 1½% per month or the highest rate allowed by applicable law from the date the amount first became due.
2. Overtime, Holiday, and Travel Hours: If applicable, overtime will be billed at 1.5 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week; state laws vary. If Client requires Company’s employees/contractors to work on the observation of the following holidays the hours worked will be billed at 2.0 times the normal billing rate: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day. In the event Client requires Company’s employees/contractors to travel out of town travel hours will be billed at 0.5 times the normal billing rate.
3. Performance Guarantee: Company provides a two (2) week Performance Guarantee to Client under the Agreement. If, during the first two (2) weeks of Services provided under a Job Arrangement Letter, Client is reasonably dissatisfied with the performance of the Company Personnel assigned to Client, Company will (a) promptly replace such Company Personnel upon receipt of notice from Client, and (b) credit Client for the number of hours of Services agreed by the parties to have been unsatisfactory. Client must provide Company with written notice identifying the basis for its dissatisfaction within seven (7) days after the applicable Services are performed. All Services shall be deemed accepted and satisfactory unless such written notice is timely provided.
4. Hiring Company Employee/Contractor Referred to Client:

(A) Client hereby acknowledges that Company has expended significant financial and human capital in hiring and retaining the Company employees/ contractors referred, presented or assigned to Client or any Client Affiliates (as defined below) under the Agreement.  Client hereby agrees (i) to obtain the Company’s prior written consent to the hiring of any Company employee/ contractor who was presented, referred or provided Services to Client or any of Client’s parent, subsidiaries or affiliates (each, a “Client Affiliate”) within twelve (12) months after the last date such Company employee/ contractor either provided Services or was presented or referred to Client or any Client Affiliates under the Agreement, or (ii) to pay the Conversion Fee (as defined below) to Company if Client or any Client Affiliates hires or directly contracts  for services any Company employee/ contractor who was presented, referred or provided Services under the Agreement to Client or any Client Affiliates within twelve (12) months after the last date such Company employee/ contractor either provided Services or was presented or referred to Client or any Client Affiliates under the Agreement.

(B) Conversion fee due to Brilliant Staffing, LLC - Applicable to employees/contractors hired by Client.  Conversion Fee: Our fee will be 30% of the annual base salary (excluding any annual, sign-on or other bonus) at the time of hire.

Direct Hire Fee Schedule and Guarantee – Exhibit B

The following fees, guarantee, and additional terms govern all direct hire placement services we provide under this Agreement.

FEES

Our fee will be 30% of the candidate’s agreed upon annual starting salary. You will be invoiced no more than ten (10) calendar days before the scheduled starting date of employment. The invoice is payable net thirty (30) calendar days from the starting date of employment. Applicable sales and service taxes shall be added to the above amounts. We reserve the right to include, as annual starting salary, any guaranteed compensation that is part of the candidate's initial employment offer.

GUARANTEE

Brilliant provides you with a sixty (60) calendar day pro rata guarantee, which is void if the placement fee is not paid by the due date. If the hired candidate’s employment terminates for any reason other than reorganization, reduction of force, elimination of position, takeover, sale of business, insolvency, bankruptcy, or material change in job responsibilities within the aforesaid guarantee period, Brilliant will conduct a replacement search for the position at issue for no additional fee. In the event that Brilliant cannot locate a suitable replacement within a reasonable period of time, Brilliant will refund a pro rata portion of the fee paid, based on the number of days following the date of termination of employment up to the expiration of the aforesaid guarantee period.

REFERRALS

The fee applies to candidates referred by us and employed by you or an affiliate or any other entity as a result of subsequent referrals by you, either as an employee, consultant or independent contractor, within twelve (12) months from the date of our last referral.

BACKGROUND INQUIRIES

There are substantial legal restrictions on the use and communication of various types of background and employment related information pertaining to candidates. We will provide you with the results of any reference checks and background checks that we have performed, to the extent permitted by law and upon request. You should conduct additional reference inquiries of previous employers, verify other items, and conduct additional background checks, as you deem appropriate for the position.

NO CONTRARY AGREEMENTS

This Fee Schedule & Guarantee contains the complete and final agreement on the topics discussed herein and supersedes any prior agreements or understandings on these topics. Our employees do not have the authority either to verbally modify this Fee Schedule & Guarantee or to assume additional responsibilities other than those set forth in this Fee Schedule & Guarantee.