MASTER SERVICES AGREEMENT 

This Master Services Agreement (this “Agreement”) is entered effective on the date of proposal acceptance by and between KlikSoft LLC., a Delaware corporation, having principal offices at 1000 Key Highway East, Baltimore MD 21230 (the “Consultant”), and the individual or entity named above (“Client”), and states the terms under which Consultant will provide services to Client. 

1. Statements of Work. All services to be provided by Consultant (the “Services”) shall be described in a statement of work or other engagement definition document (each, an “SOW”) signed by both Consultant and Client. Client shall, at no charge, provide Consultant with reasonable access to Client’s personnel and premises (including its computer and communications networks, office space, and work facilities), as well as any special equipment or software reasonably required to perform the Services. In case of any inconsistency between this Agreement and an SOW, the provisions of the SOW shall prevail. 
2. Changes to Scope of Work. Either party may request changes to an SOW. If any change affects the time or cost of performance under the applicable SOW, the change must be agreed in writing by both parties before becoming effective. 
3. Payment. 
   • Invoice and Payment Terms. Consultant shall submit invoices, and Client agrees to pay Consultant, in accordance with the invoicing and payment terms described within each SOW. In the absence of such terms in a given SOW, Consultant shall submit invoices relating to said SOW on a monthly basis, and Client agrees to pay Consultant within ten (10) calendar days after the date of each invoice. 
     Client will pay interest at the rate of 2% per month (or the legal maximum if less) on any balance due and unpaid thirty (30) calendar days after the due date of an invoice. 
   • Expenses. Client will reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in conjunction with Consultant’s work hereunder and which have been pre-approved by Client. Travel will be bill time and reasonable travel expenses. 
   • Taxes. Client agrees to pay any federal, state or local taxes based on services provided under this Agreement, excluding taxes based on Consultant’s income. 
   • Payment Disputes. Client shall notify Consultant in writing of any payment dispute, including detailed information on the basis of the dispute, prior to the due date of any invoice. Failure to provide such notification prior to the due date of an invoice shall constitute a waiver by Client of any such dispute. If Consultant engages an attorney to enforce this Agreement, Client agrees to pay Consultant’s reasonable attorneys’ fees, court costs, expert fees, and other litigation expenses. 
   • Collection. Client shall pay Consultant interest at the rate of 2% per month on any balance due and unpaid within thirty (30) calendar days after the due date of an invoice. Client shall reimburse Consultant for all costs, including reasonable attorney’s fees, court costs, and other fees, in the event Consultant incurs same in an effort to enforce its rights, including its right to payment, under this Agreement. 
4. Work Product. All computer programs, documentation, code, design patterns, technical data, software, and materials developed by Consultant in the course of or as a result of the Services (the “Work Product”) will be deemed “works made for hire” under the U.S. Copyright Act and will be the sole property of Client. Should Consultant incorporate Consultant intellectual property into a deliverable, Consultant shall grant to Client a nonexclusive, royalty free, perpetual, irrevocable, transferable, sublicensable, worldwide license to reproduce, manufacture, modify, distribute, use, import, and otherwise exploit such pre-existing works as part of or in connection with use of the Work Product. 
5. Indemnity. Consultant shall indemnify Client from and against any damages, costs, or liability finally imposed on Client arising out of a claim brought by a third party to the effect that Consultant’s work infringed upon that third party’s intellectual property rights. Consultant shall have full control of the defense of any such third party claim as well as all negotiations for its settlement or compromise. 
   • Exclusions. Consultant shall not be obligated to provide indemnification if the claim is based upon: (i) use of the Work Product in a manner other than that for which it was furnished by Consultant; (ii) modification of the Work Product performed by Client or a third party; (iii) combination of the Work Product with components not authorized by Consultant; or (iv) specifications of the Work Product provided by Client to Consultant. 
   • Permitted Remedies. Should Consultant deem it advisable in order to resolve the claim, Consultant may, at its expense: (i) procure for Client the right to continue using the affected Work Product, (ii) replace or modify the same so that it becomes non-infringing, but functionally equivalent, or (iii) terminate the license granted in Section 4 and refund to Client a pro rata portion of fees paid for the infringing Work Product as calculated over a three year period. By way of example pertaining to this pro rata refund, if Client used the license for one year, Client would be deemed to have received one third of the benefit of the license and Consultant would be responsible, under this remedy elected in subparagraph 5(b)(iii), to refund Client two thirds of the amount paid. 
6. Confidential Information. “Confidential Information” means (i) any information, whether in written, oral or other form, relating to any aspect of the business and operations of the party making the disclosure (the “Disclosing Party”) which is not known or generally available from sources outside Disclosing Party, or typical of industry practice, including without limitation, software, technology, computer programs, source code, customer and prospect lists, supplier lists, records, financial information, budgets, marketing plans, business plans, ideas, discoveries, inventions, concepts, technical information, know-how, processes and specifications regarding Disclosing Party’s business or products, and (ii) the terms, provisions and conditions of this Agreement and the negotiations in pursuance thereof. Disclosing Party’s failure to mark any Confidential Information as confidential, proprietary or otherwise shall not affect its status as Confidential Information hereunder. 
   • Obligations. 
     • The party receiving Confidential Information from the Disclosing Party (the “Receiving Party”) agrees that: (i) it will treat all Confidential Information of Disclosing Party with the same degree of care as Receiving Party accords to its own Confidential Information, but in no case less than reasonable care, (ii) except as otherwise permitted herein, it will not disclose Confidential Information to any other person or entity without the prior written consent of the Disclosing Party, and (iii) that it will use Disclosing Party’s Confidential Information solely in connection with and for the furtherance of the Services and Work Product or as otherwise provided herein. 
       Receiving Party agrees to segregate all such Confidential Information from the confidential materials of others in order to prevent commingling. 
     • Receiving Party may disclose Confidential Information to (i) its employees solely on a need to know basis, and (ii) any other party with Disclosing Party’s written consent, which may be withheld at the sole discretion of Disclosing Party. Before disclosure to any of the above parties, Receiving Party shall execute a written agreement with such party sufficient to require that such party treat the Confidential Information in accordance with the terms and conditions of this Agreement. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by Receiving Party and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use. 
     • Receiving Party shall not reverse engineer, decompile or disassemble any materials, software, hardware or other intellectual property disclosed by Disclosing Party to Receiving Party. Notwithstanding anything contained herein to the contrary, nothing in this Paragraph 6 shall impact, hinder or limit Client’s rights with respect to Work Product or Client’s rights under Paragraph 4 with respect to its license for Consultant IP that is incorporated into Work Product. 
     • Upon termination of this Agreement or upon request by Disclosing Party, Receiving Party shall return all Confidential Information of Disclosing Party and any and all copies thereof excluding any Consultant IP that is incorporated into any Work Product. 
   • Exceptions to Obligations. Receiving Party shall have no obligation with respect to Confidential Information that (i) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (ii) is or subsequently becomes generally available to the public without Receiving Party’s breach of any obligation owed to Disclosing Party; (iii) is obtained by Receiving Party from a third party having a right to disclose such information; (iv) is independently developed by Receiving Party; or (v) except as limited below, is required by law, governmental order or decree to be disclosed by Receiving Party. If Receiving Party is required to disclose any Confidential Information of Disclosing Party by a court order or other specific governmental action, Receiving Party may comply with such disclosure requirement, unless Disclosing Party, at its own expense, is successful in having the effect of such requirement stayed pending an appeal or further review thereof, or revised, rescinded or otherwise nullified. In all events, Receiving Party agrees to notify Disclosing Party promptly if at any time a request or demand of any kind is made to Receiving Party to disclose any Confidential Information of Disclosing Party. Disclosing Party shall have the right, at its cost, to intervene in any proceeding in which Receiving Party is being asked to disclose any of Disclosing Party’s Confidential Information. 
   • Injunctive Relief. Each party acknowledges that the unauthorized use of Disclosing Party’s Confidential Information by Receiving Party would cause irreparable harm and significant injury to Disclosing Party. Accordingly, Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of the Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 
7. Suspension of Work. Consultant may suspend work on the Services for nonpayment by providing Client with written or emailed notice (a “Suspension”). All project deadlines will be extended for an amount of time equal to the length of any Suspension plus any additional time Consultant may reasonably require to re-staff the project and resume work. Client releases Consultant from all liability which may arise from any such Suspension. 
8. Term and Termination. The term of this Agreement shall begin on the Effective Date and shall continue until terminated as provided hereinafter in this Section by either party. 
   • Termination Upon Written Notice. Either party to this Agreement may terminate this Agreement at any time by giving the other party thirty (30) days’ prior written notice. 
   • Completion of SOW in Progress. At Client’s option, termination may be delayed until completion of any then-current SOWs, provided that Client is current in all payments and remains so throughout the remaining project(s). 
   • Termination by Consultant. Consultant may terminate this Agreement and any SOW for non-payment in the event payment has not been received within thirty (30) days of the due date specified in Section 3 hereof. 
   • Effect of Termination. Upon termination of this Agreement or any SOW, Client shall pay all of Consultant’s unpaid charges and out-of-pocket expenses accrued through the date of termination of this Agreement. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. 
9. Notices. All notices, requests, demands and other communications hereunder, other than for a Suspension as described in Paragraph 7 hereof, shall be in writing and shall be deemed to have been duly given upon personal delivery, five (5) days after being mailed by registered or certified mail, return receipt requested, or one (1) business day after being sent by nationally recognized overnight courier. Client and Consultant shall each provide the other with the contact information for an authorized representative to whom notices should be directed. In the event either party fails to do so, or if the contact information is incorrect, notice may be directed to the party’s principal office and to the party’s President or Chief Executive Officer. 
10. Relationship of the Parties. Consultant is an independent contractor and is responsible for paying all taxes, including Social Security, unemployment and income taxes, for itself and for all persons engaged by it to perform Services. 
11. Warranty Exclusions. CONSULTANT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR WORK PRODUCT PROVIDED UNDER THIS AGREEMENT, OTHER THAN AS MAY BE SET FORTH ON AN SOW INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
12. Limitation of Liability. Consultant’s aggregate liability arising from any Services or Work Product provided under this Agreement, other than as may be claimed under Consultant’s indemnification obligation set forth herein, shall be limited to the amount paid by client for the SOW giving rise to the claimed damages. With the exception of injunctive relief available to either party under the Confidentiality section hereof, damages under this section shall constitute Client’s sole and exclusive remedy for all claims arising out of or relating to this Agreement. Other than damages which may arise from a claim for indemnification hereunder, the only damages for which Consultant may be liable are actual, out-of-pocket damages. In no event will Consultant be liable for lost profits, consequential damages, lost data, or other special or incidental damages. 
13. Employees. Client and Consultant each agree that neither shall, except with prior written consent of the other, solicit for employment or hire any employee or former employee of the other who, directly or indirectly, was involved in the performance of Services under this Agreement during the term of an SOW and for a period of two (2) years following completion of such Services. The restriction in this Section shall not apply where persons respond to general employment solicitations that are not specifically directed to such persons. 
14. Communications. Any matters related to this Agreement, including Consultant’s obligations, pricing, modification of scope, SOW and changes in schedules, must be addressed to an authorized representative identified by each party for such purposes. 
15. Miscellaneous. This Agreement together with any SOW’s that reference this Agreement and all terms and conditions incorporated by reference therein issued hereunder represents the entire agreement and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof and may be changed only in a writing signed by both parties. No failure of either party to enforce any right hereunder shall be deemed a waiver thereof. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed omitted to the extent required by such judgment and the remainder of this Agreement shall continue in full force and effect. 
16. Force Majeure. Consultant is excused for any delays, losses, or damages due to causes beyond its reasonable control, including without limitation fire, explosion, power irregularities or surges, acts of god, earthquakes, rains, floods, lightning, strife or any other cause that was not reasonably foreseeable on the date of signing of this Agreement. 
17. Jury Trial Waiver. EACH PARTY WAIVES, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, ANY RIGHT IT MAY HAVE HAD TO A TRIAL BY JURY PERTAINING TO ANY CLAIM OR MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SOW, OR ANY WORK PRODUCT OR SERVICES PROVIDED HEREUNDER. 
18. Governing Law. This Agreement shall be deemed to be made in, and shall be governed by the laws of the State of Delaware, exclusive of its choice of law jurisprudence (except as such jurisprudence recognizes the parties’ right to elect by agreement an applicable body of law, as in this Section 17). Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement.  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.