U.S. Terms & Conditions

These Terms & Conditions are entered into between Entourage Northamerica Inc., 265 Franklin Street, Suite 1702, Boston, MA 02110 ("Entourage"), incorporated in the Commonwealth of Massachusetts and represented by its Managing Director, Marita Kalke, and the respective client ("Client").

These Terms apply to all consulting and support services Entourage provides to companies, in particular in the life sciences, medical device, pharmaceutical and biotechnology sectors. This includes strategic advisory, project support, hands-on operational work, interim management, and, additionally, candidate placement services ("Recruiting").

Individual written agreements take precedence over these Terms. Client's own terms and conditions apply only to the extent Entourage has agreed to them expressly and in writing.

The specific content, objectives, and timeline of the services follow from the applicable engagement letter, proposal, or project plan. Services are provided on an independent contractor basis; nothing in these Terms creates an employment, partnership, or joint venture relationship between the parties.

Entourage selects the consultants staffed on an engagement. Personnel may be substituted, provided the agreed service level is maintained.

Client agrees to provide, in a timely manner, all information, documents, access, and cooperation reasonably required for Entourage to perform the services.

Fees are based on the day rates, fixed fees, or time budgets agreed in the applicable engagement letter or proposal. Travel expenses and other out-of-pocket costs are billed separately.

Invoices are due, without deduction, within 14 days of the invoice date. Amounts not paid when due accrue interest at the maximum rate permitted under applicable Massachusetts law. Client may only set off undisputed or finally adjudicated claims.

The term and any termination notice period follow from the applicable engagement letter or proposal.

Absent a different agreement, either party may terminate the engagement upon reasonable written notice.

Either party's right to terminate for cause remains unaffected, in particular in the event of a material breach or a material adverse change in the other party's financial condition.

Upon termination, Client shall pay for services rendered up to that point and for costs already committed and not cancellable.

Each party shall keep confidential, and shall not disclose to third parties, any information received in connection with the engagement that is marked confidential or is confidential by its nature. This obligation survives termination of the engagement.

Entourage processes personal data in accordance with applicable U.S. state privacy laws. A separate privacy notice is made available.

Entourage is liable only for damages caused by intentional misconduct or gross negligence. For ordinary negligence, liability is limited to damages typically foreseeable at the time of contracting and, in any event, capped at the total fees paid under the applicable engagement.

To the maximum extent permitted by law, Entourage is not liable for lost profits, loss of data, or indirect, incidental, or consequential damages. Nothing in these Terms limits liability that cannot be limited under applicable law.

A candidate is considered introduced once Client has received information sufficient to uniquely identify that candidate. If Client enters into an agreement with the introduced candidate within 12 months of the introduction, the parties presume that the placement resulted from Entourage's introduction.

If Client was already aware of the candidate prior to Entourage's introduction, Client must notify Entourage in writing within 14 days and substantiate this upon request.

Upon a successful placement, a fee applies based on the candidate's expected total gross annual compensation (including bonus, incentive pay, and car allowance). The fee percentages are carried over unchanged from Entourage's German terms and are placeholders pending commercial confirmation for the U.S. market (compensation bands are USD-specific and not simply a currency conversion; counsel/finance should set them):

The placement fee is due upon signature of the agreement between Client and candidate. For Premium Search engagements, fees are invoiced in installments (e.g., 12% upon engagement, 12% after interview, 12% upon hire).

If a placed candidate is terminated for cause within six months, Entourage will conduct a replacement search at no additional fee for a period of three months, provided Client notifies Entourage of the termination promptly and in writing.

During the engagement and for twelve months thereafter, Client agrees not to directly or indirectly solicit for hire any Entourage consultant staffed on the engagement, other than a candidate placed under Section 8, without Entourage's prior written consent.

Client shall promptly inform Entourage of any agreement entered into with an introduced candidate, and of any changes affecting the project or placement process. Client shall substantiate the agreed compensation in writing upon request.

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The state and federal courts located in Massachusetts have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.