All Placement Fees, other than for a Director, Assistant Director or Educational Specialist, shall be payable in full by Client to ECJD within thirty (30) days of commencement of employment with Client (“Commencement Date”). No such Placement Fees shall be refundable and are earned upon the Commencement Date.

For all Directors, Assistant Directors and/or Educational Specialists identified and presented to Client by ECJD, the Placement Fee will be equal to 5% of the projected first year's compensation (“First Year Compensation”) for such employees (as used herein the term “compensation” shall exclude health, life, medical or other benefits and does include all guaranteed bonuses but no other bonuses or incentive compensation), due and payable to ECJD by Client, one half within thirty (30) days and one half within sixty (60) days from the Commencement Date. No such Placement Fees shall be refundable and are earned upon the Commencement Date.

In the event that any such Director, Assistant Director’s or Educational Specialist employment with Client terminates within three (3) month of the Commencement Date, ECJD shall credit the Client with 50% of such Placement Fee on the placement of a subsequent Director, Assistant Director or Educational Specialist.

Notwithstanding the foregoing, should a Director’s, Assistant Director’s, or Educational Specialist’s employment terminate during the first three (3) months following the Commencement Date due to the illness, mental incapacity or death of such Director or Assistant Director, then ECJD shall undertake another search, with no additional cost to Client.

ECJD shall not to disclose to any third parties any proprietary, confidential or other non-public information or documentation of Client, without the prior written approval of Client. The foregoing shall survive any expiration or termination of this Agreement.

Either party may terminate this Agreement for any or no reason, upon the provision of written notice to the other party. The foregoing shall not limit any obligation accruing hereunder with respect to services rendered prior to the effective date of termination.

In the event that there is any dispute regarding any of the foregoing, such disputes shall be resolved by arbitration before a single arbitrator in Broward County, Florida in accordance with the commercial arbitration rules of the American Arbitration Association.

This Agreement represents the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior oral or written agreements or understandings between the parties.  The parties hereto agree that they shall not have any obligations, claims or liabilities arising from or under any prior agreements between them, which shall become null and void as of the date hereof.