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Eon-Labs KB

Letter to Peter Henry of H.W. Anderson

Source: Notion | Last edited: 2026-04-01 | ID: 23876110-a3f...

Terms of Business

DEFINITIONS

1.1. In these Terms of Business, the following definitions apply: “Applicant” means the person introduced by the Consultancy to the Client for an Engagement, including any officer or employee of the Applicant if the Applicant is a limited company and members of the Consultancy’s own staff; “Client” means the person, firm, or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Applicant is introduced; “Consultancy” means H.W. Anderson whose registered office is located at 530 Seventh Avenue, New York, NY 10018; “Engagement” means the engagement, employment, or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; under a consultancy, agency, license, franchise, or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee; “Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Applicant; or (ii) the Client’s interview of an Applicant in person or by telephone; and which leads to an Engagement of that Applicant; “Remuneration” includes base salary, guaranteed, sign-on and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Applicant for services rendered to or on behalf of the Client.

1.2. Unless the context requires otherwise, references to the singular include the plural.

1.3. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.

1.4. If any provision of these Terms of Business is held not to be valid but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these Terms of Business are held not to be valid, the remaining provisions of these Terms of Business shall remain in full force and effect.

THE CONTRACT

2.1. These Terms constitute the contract between the Consultancy and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant, or the passing of any information about the Applicant to any third party following an Introduction.

2.2. These terms contain the entire agreement between the parties and replace all prior agreements. Unless otherwise agreed in writing by an authorized signatory of the Consultancy, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.

2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed in writing and signed by both the Consultancy and the Client.

FEES AND NOTIFICATION

3.1. The “initial” fee payable to the Consultancy by the Client for an Introduction resulting in an Engagement is the amount equal to 30% of the annual remuneration applicable during the first 12 months of the Engagement. State Sales Tax will be charged on the fee if applicable. @Terry Li - can we please change to: Where 30% of the annual remuneration is less than 40,000aflatfeeof40,000 a flat fee of 40,000 will be charged. 3.2. The “final” fee payable to the Consultancy by the Client for an Introduction resulting in an Engagement is the amount equal to 30% of any bonus achieved by the Candidate in the first 12 months of employment. The Client agrees to disclose bonus payment details to the Consultancy within 15 days of bonus payment being made. The cumulative fees payable in clause 3.1 and 3.2 will not exceed $250,000 (the fee cap).

3.3. If the Client subsequently engages or re-engages the Applicant within the period of 12 calendar months from the date of introduction or termination of the interview process or withdrawal of the offer (whichever date is latest), a full fee calculated in accordance with clauses 3.1 & 3.2 above becomes payable.

3.4. Consultant shall provide an invoice to the Client following the first day the relevant Applicant commences full-time employment with the Client. Any such invoice will be due within thirty (30) days of the Client’s receipt. Invoices must be submitted to the Client within ninety (90) days of a Applicants start date of full-time employment.

3.5. All offers of Engagement shall be communicated to the Applicant via the Consultancy, unless otherwise agreed in writing.

3.6. In circumstances where it is agreed that the Client shall make an offer of Engagement directly to an Applicant, the Client agrees: a) to notify the Consultancy immediately of any offer of an Engagement which it makes to the Applicant; and b) to notify the Consultancy immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Consultancy.

REFUNDS 4.1. In order to qualify for the following refund, the Client must pay the Consultancy’s fee within 30 days of the date of invoice and must notify the Consultancy in writing of the termination of the Engagement within 7 days of its termination. 4.2. If the Engagement terminates before the expiry of 12 weeks from the commencement of the Engagement (except where the position is made redundant or where material changes are made to the parameters of the position) the Consultancy agrees to identify a replacement candidate at no additional cost to the Client.

INTRODUCTIONS

5.1. The introductions of applicants are considered confidential. If the client discloses any information about an applicant introduced by the consultancy to a third party and this results in engagement with that third party within 6 months of the introduction, the client is responsible for paying the consultancy’s fee with no entitlement to any refund.

5.2. An introduction fee calculated will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Consultancy, whether direct or indirect, within 12 months from the date of the Consultancy’s Introduction.

5.3. Where the amount of the actual Remuneration is not known the Consultancy will charge a fee calculated on the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Consultancy by the Client and/or comparable positions in the market generally for such positions.

5.4. In the event that any employee of the Consultancy with whom the Client has had personal dealings accepts an Engagement with the Client within 3 months of leaving the Consultancy’s employment, the Client shall be liable to pay an introduction fee to the Consultancy in accordance with clause 3.

SUITABILITY AND REFERENCES

6.1. The Consultancy endeavors to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications and any authorization which the Client considers necessary or which may be required by law or by any professional body; and that the Applicant is willing to work in the position which the Client seeks to fill.

6.2. The Consultancy endeavors to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Applicant for the Applicant to work in the position which the Client seeks to fill.

6.3. The Consultancy endeavors to take all such steps as are reasonably practicable to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.

6.4. The Client shall satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or the Consultancy before engaging such Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.

@Peter Henry The section that is proposed to be modified in THE AGREEMENT is Section 4.1, which currently reads:

“In order to qualify for the following refund, the Client must pay the Consultancy’s fee within 30 days of the date of invoice and must notify the Consultancy in writing of the termination of the Engagement within 7 days of its termination.”

The modified Section 4.1 would read as follows:

“In the event that the Candidate’s Engagement with the Client is terminated within the first 8 weeks of Engagement, the following refund conditions will apply:

The Client will be entitled to receive a refund of the Introduction Fee based on the above table, subject to the following conditions:

  1. The Client must have paid the Consultancy’s fee within 30 days of the date of invoice.
  2. The Client must notify the Consultancy in writing of the termination of the Engagement within 7 days of its termination.
  3. The position for which the Applicant was introduced has not been cancelled.
  4. The parameters of the position have not been materially changed after the Applicant was introduced.
  5. The termination of the Engagement is not due to any act or omission of the Client or its agents. If all of the above conditions are met, the Consultancy agrees to refund the Introduction Fee to the Client based on the table above.”

@Peter Henry the updated version uses the term “Applicant” instead of “Candidate” to align with the original usage of the terms.

“In the event that the Applicant’s Engagement with the Client is terminated within the first 8 weeks of Engagement, the following refund conditions will apply:

The Client will be entitled to receive a refund of the Introduction Fee based on the above table, subject to the following conditions:

  1. The Client must have paid the Consultancy’s fee within 30 days of the date of invoice.
  2. The Client must notify the Consultancy in writing of the termination of the Engagement within 7 days of its termination.
  3. The position for which the Applicant was introduced has not been cancelled.
  4. The parameters of the position have not been materially changed after the Applicant was introduced.
  5. The termination of the Engagement is not due to any act or omission of the Client or its agents. If all of the above conditions are met, the Consultancy agrees to refund the Introduction Fee to the Client based on the table above.”