Agency Locums Agent End User License Agreement (EULA)

1. Mandatory Agent EULA Execution & Agency Authority

1.1 Mandatory Execution Prior to Access: No Agency Locums Agent or recruiter may create job listings, view clinician candidate vaults, initiate candidate outreach, or confirm staffing matches without first reviewing and executing this EULA.

1.2 Authority to Bind Agency: By accepting this EULA, the Agent represents and warrants that they possess actual corporate and legal authority to execute agreements on behalf of the Agency. All actions and submissions made by the Agent shall be legally binding upon both the individual Agent and the Agency entity.

2. Scope of License & Portal Access

Subject to compliance with this EULA and payment of all applicable fees under the Master Services Agreement ("MSA") executed between Quantum and Agency, Quantum grants Agent a limited, non-exclusive, non-transferable, revocable license to access the Platform strictly for posting job openings, reviewing clinician profiles, matching open shifts with clinicians, and managing placement logistics.

3. Clinician Matching & $3.00/hr Finder's Fee Retention

3.1 Mandatory $3.00/hr Finder's Fee: Whenever an Agency Locums Agent matches, submits, introduces, connects, converts, or places a Clinician with an open job posting through the Quantum Platform, Quantum retains the absolute and legally enforceable right to receive a Finder's Fee of $3.00 per hour worked ($3.00/hr) by the converted Clinician from the Agency.

3.2 Incorporation of Underlying Fee Agreement: The fixed $3.00/hr worked Finder's Fee applies to all clinician conversions unless a custom written Master Services Agreement (MSA) addendum executed by an officer of Quantum explicitly specifies an alternative rate schedule.

3.3 Vesting of Right: Quantum's right to receive the $3.00/hr Finder's Fee vests automatically upon the earliest occurrence of a confirmed match in the portal, issuance of a scheduling confirmation, or commencement of the Clinician's first shift.

4. Non-Circumvention & 24-Month Protection Tail

Agency and Agent explicitly agree that they shall not engage in any conduct intended to bypass or circumvent Quantum's entitlement to its $3.00/hr Finder's Fee. If an Agency or Agent discovers or communicates with a Clinician through the Quantum Platform, Quantum's right to receive a Finder's Fee shall survive for a period of twenty-four (24) months from the date of initial interaction within the portal. Breach of this clause subjects Agency to liquidated damages equal to 300% of the total Finder's Fee ($9.00/hr worked).

5. Primary Source Verification (PSV) & Malpractice Exemption

Quantum is a Technology Logistics Platform and software service provider—NOT a clinical employer or medical staffing registry. Agency holds 100% of the legal obligation and responsibility to conduct Primary Source Verification (PSV) of all Clinician credentials, licenses, DEA registrations, background checks, and certifications prior to placement. Quantum carries zero liability for clinical care or medical malpractice outcomes.

6. Governing Law & Electronic Signatures

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. Clicking "I Agree" or executing an electronic signature carries full legal force and enforceability under the E-SIGN Act and UETA.