# AGENCY LOCUMS AGENT END USER LICENSE AGREEMENT (EULA) & PLATFORM TERMS **Effective Date: August 18, 2026** **Version:** 1.0 (Agency Partner Edition) **Issuer:** Quantum Care Collective, Inc. ("Quantum"), a Florida S-Corporation **Applies To:** Agency Locums Agents, Recruiters, Account Managers, Staffing Coordinators, and Authorized Agency Representatives --- ### IMPORTANT NOTICE — READ CAREFULLY BEFORE SIGNING OR ACCESSING THE PORTAL: THIS AGENCY LOCUMS AGENT END USER LICENSE AGREEMENT ("AGREEMENT" OR "EULA") IS A BINDING LEGAL CONTRACT BETWEEN **QUANTUM CARE COLLECTIVE, INC.** ("QUANTUM", "WE", "US", OR "OUR") AND YOU, THE INDIVIDUAL AGENCY LOCUMS AGENT OR RECRUITER ("AGENT", "YOU", OR "YOUR"), AS WELL AS THE LOCUM TENENS STAFFING AGENCY, RECRUITING FIRM, OR HEALTHCARE EMPLOYMENT ENTITY ON WHOSE BEHALF YOU ACCESS THE PLATFORM ("AGENCY"). BY CLICKING "I AGREE", ELECTRONICALLY SIGNING, CREATING AN AGENT ACCOUNT, OR ACCESSING/UTILIZING THE QUANTUM PORTAL, VMS SOURCING HUB, CANDIDATE MATCHING ENGINES, OR JOB POSTING INTERFACES (COLLECTIVELY, THE "PLATFORM"), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: 1. YOU ARE AUTHORIZED TO BIND YOUR AGENCY TO THIS EULA; 2. MANDATORY EULA EXECUTION IS REQUIRED PRIOR TO ACCESSING ANY CLINICIAN CANDIDATE OR JOB MATCHING FEATURES; AND 3. **QUANTUM RETAINS THE ABSOLUTE RIGHT TO RECEIVE A MANDATORY FINDER'S FEE OF $3.00/HOUR WORKED ON ALL CLINICIAN MATCHES AND CONVERSIONS FACILITATED THROUGH OUR PORTAL AS SPECIFIED HEREIN AND IN THE AGREEMENT BETWEEN YOUR AGENCY AND QUANTUM.** IF YOU DO NOT AGREE TO ALL TERMS OF THIS EULA, YOU ARE STRICTLY PROHIBITED FROM ACCESSING OR USING THE QUANTUM PLATFORM. --- ## 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. This requirement applies to all user roles designated as Agency Admin, Recruiter, Account Manager, or Staffing Agent. ### 1.2 Authority to Bind Agency By accepting this EULA, the Agent represents and warrants that they possess actual, legal, and corporate authority to execute agreements on behalf of the Agency. All actions, matches, submissions, and commitments made by the Agent within the Platform shall be legally binding upon both the individual Agent and the Agency entity. --- ## 2. SCOPE OF LICENSE & PORTAL ACCESS ### 2.1 Grant of License Subject to compliance with this EULA and payment of all applicable fees under the Master Services Agreement ("MSA") or Agency Partner Agreement executed between Quantum and Agency, Quantum grants Agent a limited, non-exclusive, non-transferable, revocable license to access the Platform solely for: * Posting locum tenens job opportunities and shift openings; * Reviewing clinician candidate profiles made available through the portal; * Matching open job listings with interested healthcare providers ("Clinicians"); and * Managing placement logistics, shift confirmations, and credential verification filings. ### 2.2 License Restrictions Agent shall not: * Reverse engineer, decompile, or copy any software, matching algorithms, or VMS scraping engines; * Export, scrape, or harvest Clinician profile data for use outside the Platform without an active match confirmation; * Share Agent login credentials with unauthorized third parties or unverified recruiters; or * Attempt to bypass or disable any digital signature or fee-tracking mechanism built into the Platform. --- ## 3. CLINICIAN MATCHING & $3.00/HR FINDER'S FEE RETENTION ### 3.1 Quantum Right to Mandatory Finder's Fee Whenever an Agency Locums Agent matches, submits, introduces, connects, converts, or places a Clinician with an open job posting or staffing assignment through the Quantum Platform—or whenever a match is facilitated directly or indirectly via Quantum's portal tools, candidate vaults, or AI matching algorithms—**Quantum retains the absolute and legally enforceable right to receive a mandatory Finder's Fee of $3.00 per hour worked ($3.00/hr) by the converted Clinician from the Agency.** ### 3.2 Incorporation of Underlying Agency-Quantum Fee Agreement * **Determination of Fee Rate**: Agency agrees that for any Clinician matched or converted through our system, Agency shall pay a fixed **$3.00/hr worked** Finder's Fee to Quantum, unless a custom written Master Services Agreement ("MSA") addendum executed by an officer of Quantum explicitly specifies a different rate. * **Vesting of Right**: Quantum's right to receive the $3.00/hr Finder's Fee vests automatically upon the earliest occurrence of: 1. An Agent confirming a Clinician match or application acceptance within the Quantum portal; 2. The issuance of a scheduling confirmation or assignment agreement for a Clinician discovered via the portal; or 3. The Clinician commencing their first shift or assignment associated with the matched posting. ### 3.3 Billing, Invoicing & Payment Terms * **Reporting & Placement Audit**: Agency agrees to provide Quantum with true and accurate records of all shifts and hours worked by converted Clinicians. * **Invoicing**: Quantum will issue invoices for earned Finder's Fees ($3.00/hr worked) pursuant to the terms of the Agency-Quantum MSA (typically Net 15 or Net 30 days from shift completion or month-end). * **Auto-Settlement Authorization**: Where automated billing integrations (e.g., Stripe ACH / Credit Gateway) are linked to the Agency account, Agency authorizes Quantum to process earned $3.00/hr Finder's Fee settlements in accordance with agreed schedule parameters. * **Late Payments & Interest**: Any past-due Finder's Fee balances shall accrue interest at the rate of 1.5% per month (or the maximum allowable by law), plus all reasonable legal and collection expenses incurred by Quantum to enforce fee recovery. --- ## 4. NON-CIRCUMVENTION & ANTI-BYPASS COVENANTS ### 4.1 Strict Non-Circumvention Agency and Agent explicitly agree that they shall not engage in any conduct intended to bypass, evade, avoid, or circumvent Quantum's entitlement to its $3.00/hr Finder's Fee. Specifically, Agent and Agency shall not: * Contact Clinicians discovered through the Quantum portal off-platform to arrange placements outside the portal with the intent of avoiding Quantum's Finder's Fee; * Direct Clinicians to apply directly or through secondary agencies after acquiring Clinician identity or contact details via Quantum; or * Cancel a portal match and re-execute an identical or substantially similar placement offline without remitting Quantum's $3.00/hr Finder's Fee. ### 4.2 Twenty-Four (24) Month Protection Tail If an Agency or Agent discovers, views, communicates with, or receives a submission from a Clinician through the Quantum Platform, Quantum's right to receive a $3.00/hr Finder's Fee shall survive for a period of **twenty-four (24) months** from the date of initial interaction or match within the portal. Any contract, engagement, placement, or locums shift agreed upon between Agency and Clinician within this 24-month tail period shall be conclusively presumed to have resulted from Quantum's introduction, triggering Quantum's full right to the $3.00/hr contractual Finder's Fee. ### 4.3 Liquidated Damages for Bypass Breach In the event of a breach of this Non-Circumvention clause, Agency agrees to pay Quantum liquidated damages equal to **300% of the total Finder's Fee ($9.00/hr worked)** that would have been payable had the placement been transparently reported and processed through the Platform, in addition to all legal fees and costs incurred by Quantum. --- ## 5. PRIMARY SOURCE VERIFICATION (PSV) & MALPRACTICE EXEMPTION ### 5.1 Technology Platform Model Agent acknowledges that Quantum is a **Technology Logistics Platform** and software service provider. Quantum is **NOT** a clinical employer, staffing agency, or medical care provider. ### 5.2 Sole PSV & Compliance Liability 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 placing any Clinician on a clinical shift. The presence of documents inside Quantum's Credential Vault is provided for administrative convenience only and does not constitute a certified PSV audit by Quantum. ### 5.3 Malpractice & Clinical Liability Release Agency and Agent acknowledge that Quantum carries **zero liability** for clinical care, medical malpractice, patient outcomes, scheduling conflicts, or actions taken by Clinicians placed on assignments. Agency maintains sole responsibility for ensuring appropriate medical malpractice insurance coverage (including tail coverage where applicable) is active for all placed Clinicians. --- ## 6. DATA PRIVACY & CONFIDENTIALITY ### 6.1 Protection of Clinician Data Agent agrees to handle all Clinician profile information, curriculum vitae, license numbers, and contact details strictly in accordance with applicable state and federal privacy laws (including HIPAA and HITECH standards where applicable). Clinician data accessed via the portal shall be used solely for evaluating legitimate locum tenens job matches. ### 6.2 Proprietary IP All software, visual interfaces, VMS aggregation systems, candidate scoring metrics, and portal layout code are the sole property of Quantum Care Collective, Inc. Agent acquires no ownership rights by virtue of signing this EULA or using the Platform. --- ## 7. TERM, TERMINATION & SURVIVAL ### 7.1 Term This EULA remains in full force and effect for as long as Agent or Agency maintains an active account on the Quantum Platform or engages in placements facilitated by Quantum. ### 7.2 Termination Quantum reserves the right to immediately suspend or terminate Agent's or Agency's portal access upon any material breach of this EULA, failure to pay earned Finder's Fees, or violation of non-circumvention covenants. ### 7.3 Survival of Provisions Sections 3 (Finder's Fee Retention), 4 (Non-Circumvention & Anti-Bypass), 5 (PSV & Malpractice Exemption), and 8 (Governing Law & Disputes) shall survive any expiration, suspension, or termination of this EULA or Agent's portal account. --- ## 8. GOVERNING LAW, JURISDICTION & ELECTRONIC SIGNATURE ### 8.1 Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the **State of Florida**, without reference to conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to this EULA or Finder's Fee disputes shall be instituted exclusively in the state or federal courts located in Florida. ### 8.2 Electronic Signature Binding Validity Agent agrees that clicking "I Agree", checking an acceptance box, or entering an electronic typed signature constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), having the same legal effect as a handwritten ink signature. --- ### ELECTRONIC ACKNOWLEDGMENT & SIGNATURE REQUIREMENT BY EXECUTING THIS AGREEMENT, AGENT CONFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN, INCLUDING QUANTUM'S EXPLICIT RIGHT TO RECEIVE A MANDATORY $3.00/HR FINDER'S FEE ON ALL CLINICIAN MATCHES AND CONVERSIONS FACILITATED THROUGH THE PORTAL. **Quantum Care Collective, Inc.** A Florida S-Corporation Contact: `contact@quantumcarecollective.org` | `quantumcarecollective.org`