PRIMARY
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Recruiter Agreement

Effective August 5, 2026

This agreement applies to your application and, if approved, your participation in the PRIMARY network. Search-specific payout terms shown when a search is assigned are incorporated into this agreement.

This Recruiter Agreement (the “Agreement”) is between Astride Research LLC, a Delaware limited liability company doing business as Primary (“Primary,” “we,” or “us”), and the individual or entity accepting it (“Recruiter” or “you”). By submitting a recruiter application and checking the acceptance box, you agree to this Agreement, our Terms of Use, and our Privacy Policy. If you accept for a company or recruiting firm, you represent that you can bind that organization.

1. Network participation

Primary operates a closed marketplace that connects employers with independent recruiters who specialize in industrial roles. Approval into the network does not guarantee that you will receive any search, candidate assignment, interview, placement, or minimum amount of work. Primary may decide which recruiters receive or retain access to each search based on fit, performance, capacity, client requirements, and marketplace needs.

You may choose whether to work any search offered to you. Once you accept or begin work on a search, you must follow its brief, compensation terms, communication process, and any reasonable search-specific instructions shown in the platform or provided in writing.

2. Candidate submissions

You may submit a candidate only when all of the following are true:

  1. You have spoken with the candidate about the specific opportunity and confirmed genuine interest.
  2. The candidate has expressly authorized you to share their resume, contact details, work history, compensation expectations, and other relevant information with Primary and the applicable employer.
  3. The information you provide is current, complete, and accurate to the best of your knowledge.
  4. You provide the context requested for the search, including why the candidate appears qualified and any known constraints affecting the candidate’s interest or availability.
  5. The submission is not knowingly duplicative and does not violate another agreement, restriction, or legal obligation.

You may not submit scraped profiles, fabricated candidates, candidates you have not contacted, or personal information you are not authorized to share. You must promptly correct information that becomes inaccurate and honor any candidate request to withdraw from a process where legally required.

3. Candidate ownership and duplicates

Candidate ownership applies to a specific candidate-and-employer pairing, not to the candidate for every purpose. Primary will generally recognize the first complete, authorized, and qualified submission recorded in its systems. A submission may be rejected as a duplicate if the employer was already actively considering the candidate, the candidate previously applied, another authorized recruiter submitted the candidate first, or the employer otherwise establishes a prior relationship.

Primary may review timestamps, employer records, candidate confirmation, and other relevant evidence to resolve a duplicate or ownership dispute. Primary’s good-faith determination will control administration of the network and any associated payout.

4. Communications and representation

You are an independent member of the PRIMARY network. You must not state or imply that you are an employee, legal agent, or authorized spokesperson of Primary or an employer. You may describe yourself as an independent recruiter working through the PRIMARY network.

You may share only role or employer information that Primary has authorized for external use. You may not repost a confidential search as though you are the employer, publish confidential compensation or business information, create misleading job advertisements, or use an employer’s name, marks, or identity without authorization.

5. Payouts

Each search may display an expected recruiter payout. The final payout, eligibility conditions, and any exceptions are confirmed when a placement is made and may depend on the candidate’s accepted compensation. No payout is earned merely for sourcing, submission, interview activity, or an offer that is not accepted unless Primary expressly agrees otherwise in writing.

Unless a search states different written terms, an eligible placement payout is paid in three equal installments after the placed candidate completes 30, 60, and 90 days of employment. An installment becomes earned only when the applicable milestone is completed and after Primary has received the corresponding client funds. If employment ends before a milestone, future installments tied to later milestones are not earned. Installments already earned and correctly paid will not be clawed back solely because the candidate later leaves.

Primary may withhold or correct amounts reasonably disputed because of fraud, duplicate ownership, material misrepresentation, payment error, violation of this Agreement, or nonpayment by the employer. You must provide accurate payment and tax information and complete any required verification. You are responsible for taxes, filings, banking charges, and other obligations associated with your payout.

6. Replacement searches

Primary may offer an employer a replacement search if a placement ends during the employer’s guarantee period. Primary may ask you to assist with that replacement. You may decline unless the search-specific terms you accepted say otherwise, but declining may affect assignment of future searches. Replacement work does not create an additional payout unless Primary confirms one in writing.

7. Non-circumvention and client protection

During your participation in the network and for 12 months after your last active search or introduction involving a Primary client, you will not knowingly use information obtained through Primary to bypass the marketplace and enter a direct recruiting engagement with that client without Primary’s written consent. This restriction does not apply to a relationship you can document existed independently before Primary introduced the client.

While actively working a client search through Primary and for six months afterward, you will not knowingly solicit that client’s employees for unrelated placements in a manner that conflicts with the active engagement, unless Primary and the client authorize it. These restrictions will apply only to the maximum extent permitted by applicable law.

8. Confidentiality and data security

Nonpublic search details, employer information, candidate information, pricing, platform data, communications, and business materials are confidential. You may use them only to perform authorized recruiting work through Primary. You must use reasonable administrative and technical safeguards, limit access to people who need it, notify Primary promptly of suspected loss or unauthorized access, and delete or return confidential information when requested or when no longer needed.

9. Compliance and conduct

You will comply with applicable employment, anti-discrimination, privacy, communications, export-control, and tax laws. You will not discriminate unlawfully, misrepresent compensation or role requirements, harass candidates or clients, send unlawful or deceptive outreach, interfere with another recruiter’s work, manipulate platform records, or use automated tools in a way that violates law or platform rules.

10. Independent contractor relationship

You are an independent contractor and control how, when, and where you perform recruiting work, subject to search requirements and applicable law. Nothing in this Agreement creates employment, partnership, joint venture, franchise, fiduciary, or agency status. You have no authority to bind Primary or an employer. Primary does not provide employee benefits, insurance, equipment, tax withholding, or a guarantee of work.

11. Suspension and termination

Either party may end participation at any time. Primary may suspend or terminate access immediately for suspected fraud, candidate-data misuse, circumvention, confidentiality violations, material misrepresentation, abusive conduct, repeated poor-quality submissions, legal or security risk, or breach of this Agreement. Termination does not erase obligations or rights that arose earlier. Confidentiality, client protection, taxes, payment disputes, liability limits, and other provisions that should naturally survive will continue.

12. Disclaimers and liability

The network, searches, employer information, platform, and related services are provided “as is” and “as available.” Primary does not guarantee the accuracy of information supplied by users, employer decisions, candidate conduct, search duration, interview volume, placement outcomes, or uninterrupted access.

To the fullest extent permitted by law, Primary will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, lost business, lost data, or loss of goodwill arising from this Agreement. Primary’s aggregate liability relating to this Agreement will not exceed the greater of $100 or the payouts paid or payable to you for the specific placement giving rise to the claim.

13. Indemnification

You will defend, indemnify, and hold harmless Primary and its affiliates, officers, employees, and agents from third-party claims, losses, penalties, liabilities, and reasonable legal fees arising from your breach of this Agreement, unlawful conduct, misrepresentation, infringement, failure to obtain candidate consent, misuse of personal information, or violation of another person’s rights.

14. General terms

This Agreement, the Terms of Use, the Privacy Policy, and accepted search-specific terms are the complete agreement regarding your network participation. Search-specific terms control only for that search if they conflict with this Agreement. You may not assign this Agreement without Primary’s written consent. Primary may assign it in connection with a financing, reorganization, merger, or sale of business. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A waiver must be in writing and does not waive later enforcement.

This Agreement is governed by Delaware law, without regard to conflict-of-law principles. The state and federal courts located in Delaware will have exclusive jurisdiction, and each party consents to that venue.

15. Changes and contact

Primary may update this Agreement prospectively. Material changes will be posted with a new effective date and may require renewed acceptance before you continue using recruiter services. Questions or notices may be sent to founders@primaryintel.ai.