WHEN YOU AGREE TO INTERVIEW A CANDIDATE REFERRED BY MASTER MATE LIMITED ("MASTERMATE"), YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND ACCEPTED IN FULL OUR TERMS AND CONDITIONS, INCLUDING OUR FEE SCHEDULE, AND UNLESS OTHERWISE AGREED BY MASTERMATE IN WRITING IN ADVANCE, YOU AGREE TO MAKE PAYMENT IN ACCORDANCE WITH OUR FEE SCHEDULE.

REPLACEMENT / REFUND GUARANTEE:
In the event a candidate referred by MasterMate is hired by you and subsequently terminated by you on reasonable, performance related grounds or the candidate chooses to resign his/her position within the relevant guarantee period, MasterMate will provide one (1) complimentary replacement based on the original job specifications. MasterMate will cancel the original Invoice and issue a replacement Invoice in accordance with our Fee Schedule. MasterMate will either charge or refund you the difference between the original and the replacement Invoices. MasterMate will not provide any further complimentary replacement candidates to you. If MasterMate is unable to find a suitable replacement (based on original job specifications) within two (2) months of your written request, MasterMate will refund fifty percent (50%) of the relevant agency fee to you. MasterMate's Replacement / Refund Guarantee only applies if you have settled the Invoice for the specific job in full within thirty (30) calendar days from the day the candidate commences employment with your company. All requests for replacements or refunds must be made in writing to MasterMate within seven (7) calendar days of the candidate's termination or resignation and within the relevant guarantee period.

CONFIDENTIALITY:
MasterMate shall retain in strictest confidence, and shall not use for the benefit of itself or others, except for you or candidates, all confidential matters known to MasterMate relating to the business and operations of your company learnt by Master Mate heretofore or hereafter, and shall not disclose them to anyone except to candidates or upon your express prior written consent. MasterMate shall take reasonable steps to ensure that all of its employees shall be bound and shall respect this duty of confidentiality. This duty of confidentiality shall not apply if MasterMate can reasonably demonstrate that such confidential matters have entered into the public domain.

CANDIDATE INFORMATION:
You shall retain in strictest confidence all information provided to you regarding candidates referred to you by Master Mate, and shall use such information only for the purpose of evaluating and hiring such candidates. You will not, without the express written consent of Master Mate, refer such information to any third party (company, organization, person, etc.) or associated person, regardless of location. In the event such referral is made by you to any third party (company, organization, person, etc.) or associated person, with or without express written consent of Master Mate, and the candidate(s) is(are) hired (either by verbal or written agreement) for any position with that third party (company, organization, person, etc.) or associated person, regardless of location, within twelve (12) calendar months from the date of the initial referral by MasterMate to you, then MasterMate reserves the right to charge and will charge you the relevant agency fee stated in its Fee Schedule.

PAYMENT OF INVOICES:
All Invoices are due on presentation and must be settled in full within thirty (30) calendar days from the day the candidate commences employment with your company. MasterMate will charge you one percent (1%) per thirty (30) calendar days, or part thereof, on the total fee for each Invoice not paid within thirty (30) calendar days from the day the candidate commences employment with your company.

ADMINISTRATION FEE:
For Search Exercises, as indicated on the Fee Schedule, MasterMate reserves the right to and will charge an Administration Fee in the event you do not make an appointment of any candidates referred by MasterMate due to reasons other than your decision that none of the candidates referred were satisfactory. The Administration Fee will reflect the amount of work carried out on the assignment by MasterMate up to and including the date you terminate MasterMate's services regarding the Search Exercise. As a general rule, the Administration Fee will be equivalent to six percent (6%) of the estimated annual salary of the relevant position. The Administration Fee may be higher when the Search Exercise reaches a final stage, you appoint an internal or direct applicant or you decide not to proceed with appointing anyone to the relevant position.

DISCLAIMER / LIMITATION ON LIABILITY:
MasterMate carefully screens and evaluates the skills, experience, and personalities of all candidates and endeavours to provide accurate information to you regarding the same. However, you are ultimately responsible for determining whether or not a candidate's skills, experience and personality meet your requirements. MasterMate accepts no responsibility and you agree not to hold or attempt to hold MasterMate responsible for any omission, incorrect evaluation or other matter related to the candidate and your decision to hire he/she for any position. In addition, you agree not to hold or attempt to hold MasterMate liable for any loss or damage, or other expenses regardless of how caused, which you may sustain or for which you may become liable, arising out of, or in connection with, the referral of any candidate to your company.

GENERAL:
(A) No waiver of any provision or waiver of breach of any provision of these Terms and Conditions shall be deemed to be a waiver of the right of MasterMate or you to enforce strict compliance with the provisions hereof in any subsequent instance.
(B) MasterMate reserves the right to modify, vary, add to or amend these Terms and Conditions and will provide written notice to you as and when necessary.
(C) These Terms and Conditions shall be governed by and interpreted in accordance with the substantive laws of the Hong Kong Special Administrative Region, People's Republic of China and all disputes arising in connection thereto shall be finally settled by its courts.
(D) If any provision of these Terms and Conditions is deemed invalid or unenforceable by a court of law, that invalidity or unenforceability shall not affect any other provision of these Terms and Conditions.
(E) These Terms and Conditions contain the entire agreement of the parties with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof. It may not be changed orally.

updated July 1, 2000