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Contractor Agreement - Master Services Agreement - Letter of Marque - ("Agreement")

This Agreement is entered into as of the date of first transaction, between the company or other legal entity you represent for receipt of services, (the "Client") and NetPrivateer LLC of 515 Old Swede Road, Suite B8, Douglassville, PA 19518, (the "Contractor"). You represent that you have the authority to bind such entity and its affiliates to this Agreement.

Consulting Services. Subject to the terms and conditions of this Agreement, the Client hereby engages the Contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement(s). The Contractor shall make their skills and services available to the Client and customers of the Client as the Contractor may be directed from time to time via executed Statement of Work (SOW) documents referencing this Agreement or other agreed services. The Contractor reserves the right to reject selected assignments and schedule services at their discretion. The Contractor shall supply all tools and instrumentalities required to perform the services under this Agreement except where noted in SOW documents or as mutually agreed otherwise. The Contractor shall not assign any of their rights or duties under this Agreement without the prior written consent of the Client.

Compensation. In consideration for the services to be performed by the Contractor, the Client agrees to pay to the Contractor the stated prevailing current hourly rate unless a different rate is negotiated or stated within a specific SOW. In the absence of any rate information, the default rate of one hundred ninety-five dollars ($195) per hour will be used. Any changes in rate require thirty (30) days advance notice and do not affect purchases of services already made. The Client shall pay in billable increments of one quarter hour rounded upward to the nearest quarter hour. During the term of this Agreement and with Client approval, the Contractor shall bill, and the Client shall reimburse them for, all reasonable approved out-of-pocket expenses which are incurred in direct connection with any SOW or other agreed services. All travel time to assignments shall be reimbursed at the full hourly rate portal-to-portal. Such compensation shall be payable within thirty (30) days of receipt of the Contractor's electronic or mailed invoice for services. The Contractor reserves the right to charge three percent (3%) monthly interest penalty on any overdue balances or terminate this Agreement for non-payment. In the event the Contractor is required to institute a legal action or third party collection services for collection of the fees or costs, the Client agrees to pay additional reasonable fees including attorneys, costs, and the value of Contractor's time in bringing such an action.

Indemnification & Liability. Except in cases of a party's gross negligence, each party shall, at its own expense, defend, indemnify and hold the other party free and harmless from any obligations, costs, claims, demands, causes of action, losses, damages, liabilities, judgments, attorneys' fees, and attachments arising from, growing out of, or in any way connected with such party's responsibilities under this Agreement. This obligation shall survive any termination of this Agreement. Such indemnification obligations include indemnification against any claims that any software or equipment used by either party hereunder violate or infringe on any US patent or copyright or misappropriates a trade secret of a third party. In no event shall either party be liable for special, incidental, or consequential damages resulting from any breach of this Agreement even if notified of the possibility of same. This protection shall also survive any termination of this Agreement.

Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Client for any purpose. The Contractor is and shall remain an independent contractor in their relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder. The Contractor shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, Social Security, Worker's Compensation, health or disability benefits, Unemployment Insurance benefits, or other employee benefits of any kind. The Contractor is expressly free to perform services for other parties while performing services for the Client. The Client agrees to sanction work references to services performed under this Agreement.

Confidentiality and Non-Disclosure. The Contractor shall not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose, or communicate in any manner any information that is proprietary and confidential to Client or its customers. Contractor shall make a reasonable effort to protect such information and treat it as strictly confidential. Upon termination of this Agreement, Contractor agrees to return all records, notes, data, memoranda, and other information of any nature that are in Contractor's possession or under Contractor control and that are Client's property or relate to Client's business.

Insurance. The Contractor shall, at all times, maintain general & professional liability insurance coverage with a combined limit of not less than $3,000,000. Upon request, Contractor shall deliver certificates of insurance to Client to evidence the coverage's. Such coverage shall not be canceled or materially changed without at least thirty (30) days' prior written notice to Client.

Termination. The Client or the Contractor may terminate this Agreement or any SOW at any time without cause by fifteen (15) working days' written notice to the other party. Unless otherwise terminated as provided herein, this Agreement shall continue in force indefinitely. Upon termination of this Agreement, the Contractor shall bill and the Client shall pay the final balance within thirty (30) days. This Agreement shall not be terminated by the merger of consolidation of either party into or with any other entity.

Notices. Any notices to be given hereunder by either party to the other may be effected either in person or by electronic mail or postal mail, registered or certified, postage prepaid. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change that address by written notice in accordance with this paragraph. Notices delivered personally or electronically shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

Choice of Law. This Agreement is made and delivered in the Commonwealth of Pennsylvania and shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. Any headings have been set forth for convenience of reference only, and shall not be used in construing this Agreement.

Partial Invalidity. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Entire Understanding. This Agreement and any executed SOW documents contain the entire agreement of the parties, and no other promises or conditions in any other agreement, whether oral or written, shall apply. To the extent any provision of a SOW conflicts with the terms and conditions of this Agreement, the Agreement terms and conditions shall govern. Any and all prior agreements, contracts, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

Contractor Agreement - Master Services Agreement - Letter of Marque - ("Agreement")
Version 2.1 - Updated March 18, 2013

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