1. Services 1.1 Scope of Services. Company shall provide the Services according to the project timeline jointly developed by Client and Company, described in each statement of work (“SOW”) and “Specifications” included therein, as set forth in Exhibit A attached and made a part hereto. Company shall gather content and information from Client it deems necessary (such as product design, data, and information) to determine the Specifications and Deliverables in each SOW, subject to approval by Client. Upon agreement of the applicable SOW, Company shall be responsible for delivering and performing only those Services specifically identified in the SOW (the “Deliverables”), unless otherwise mutually agreed to by Client and Company. 1.2 Change in Scope. Client shall have the right to request from Company changes from the scope of Services as set forth in this Agreement at any time. However, Company shall, in its sole discretion, evaluate the impact of requested changes and inform Client of: (i) feasibility of the change; (ii) any delay in delivery of the Deliverables; and/or (iii) additional costs. If a request in the change of scope of Services and Deliverables are mutually agreed upon by the Parties after such evaluation by the Company, it shall be documented in writing and deemed an amendment to the SOW. 2. Manner of Performance. Company will determine the method, details, and means of performing the Services. 3. Client’s Duties and Responsibilities. Client shall, in a timely manner and at no charge to Company, give Company access to all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources that are, in Company's reasonable opinion, required by Company for the performance of the Services. 4. Acceptance. Unless otherwise specified in a SOW, Client shall have Ten (10) days after delivery (or subsequent delivery resulting from correction of defects by reperformance or replacement) of a SOW Deliverable to evaluate and test the Deliverable to determine if it substantially conforms to the applicable specifications. Should Client neither accept nor reject the work within such Ten (10) days, the work will be deemed accepted. If Client determines that the Deliverable fails to conform to the applicable specifications, it shall notify Company in writing, specifying the reasons that the Deliverable fails to conform. Company shall then have Ten (10) days after receipt to correct the Deliverable and reinstall the Deliverable unless the Parties agree in writing on a longer or shorter time to correct and reinstall the Deliverable. Upon acceptance of work, Client shall pay Company the aggregate of payments for that work set forth in the SOW. 5. Licenses. 5.1 License. Upon payment in full for any SOW, Company hereby grants to Client, its affiliates and subsidiaries, a limited, non-exclusive license to reproduce, display, and perform all intellectual property rights contained in, comprising, or otherwise necessary to display and/or maintain the Company Materials (as defined below) as integrated into the Deliverables. 5.2 Third Party Licenses. To the extent that any licenses are required to be obtained from third parties necessary for completion of the SOW, Company shall identify such licenses and the costs of such licenses to Client in the SOW and Client agrees to obtain such third party licenses. 5.3 Reservation of Rights. Any rights not expressly granted by Company to Client hereunder are reserved for Company. 6. Proprietary Rights 6.1 Client Materials. All rights, title and interest in and to any and all content as provided by Client, Confidential Information (as defined below) and any trademarks, tradenames, logos, characters and other materials provided by Client, including, without limitation, all copyrights, trademarks, trade names and other proprietary rights inherent therein or appurtenant thereto (collectively, the “Client Materials”) are owned and retained exclusively by Client. Client represents and warrants that to the best of its knowledge: (i) it owns or has the right to license or convey complete title to any item marked as the Client Materials; and (ii) with respect to the Client Materials, Company’s use of the Client Materials, provided such Client Materials are used by Company in compliance with the guidelines and specifications contained in the SOW, will not result in violation of any rights of third parties by Company, including without limitation the trademark, copyright, patent and other intellectual property rights of any of the Parties. 6.2 Company Materials. Subject to Client's ownership of all rights, title, and interest in and to the Client Materials, all know how, software (other than open source software or software being developed for or converted to open source use), materials, tools, information, techniques, algorithms, processes, methodologies, and any improvments thereto (which may be developed in the course of performing this Agreement) not in the public domain or licensed by Company from any third party and rights thereto owned by Company as of the Effective Date of this Agreement are and shall remain the property of Company (collectively, the “Company Materials”). For the avoidance of doubt, the Jende Solutions POWER and MyPOWER Platforms (i.e. the Software) are licensed, not sold. Customer shall not, and shall not permit any third party to: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Software available to any third party without Company’s prior written consent (which may be withheld in Company’s sole discretion); (ii) translate, adapt, modify, copy, update, revise, enhance, or otherwise alter or create derivative works based on the Software; (iii) reverse engineer, disassemble or decompile (or attempt to reverse engineer, disassemble or decompile) the Jende Solutions POWER or MyPOWER technology or Software; (iv) access the Software in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics thereof; (v) send or store viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Jende Solutions POWER and/or MyPOWER technology or Software; (vii) attempt to gain unauthorized access to the Jende Solutions POWER or MyPOWER technology or Software or any related systems or networks; or (viii) use the Jende Solutions POWER or MyPOWER technology or Software in any manner (A) that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-­‐party right or is threatening, harassing or malicious, or (C) for unlawful purposes or for any purpose not expressly permitted by this Agreement. Customer is solely responsible and liable for all acts and omissions of Customer’s End-­‐Users and such End-­‐Users’ compliance with the terms and conditions of this Agreement, including, without limitation, compliance with this Section. If Company has reasonable grounds to believe that Customer or any End-­‐User is in violation of this Section, Company may suspend Customer’s access to the Jende Solutions POWER technology and Software immediately in its sole discretion. Except with respect to Customer content as described above, Customer hereby assigns to Company all right, title, and interest in and to all suggestions, ideas and other contributions made by Customer in connection with this Agreement and any Statement of Work and all intellectual property rights related thereto. 6.3 Work Made for Hire. Except for the Company Materials, all materials, products, and modifications developed or prepared for Client by Company under this Agreement, including, without limitation, the Client Materials, are and shall remain the property of Client, and all rights, title and interest therein shall vest in Client and shall be deemed to be a “work made for hire” and made in the course of the Services rendered hereunder. In the event a Deliverable is not deemed a “work made for hire”, or if for any reason, a Deliverable cannot be owned by Client without an assignment of rights, Company hereby assigns to Client any and all intellectual property rights, including copyrights, in and to all Deliverables throughout the world in perpetuity together with all extensions, renewals, and revivals. Notwithstanding the foregoing, Company will retain all rights, title, and interest in the Company Materials, subject to the rights granted to Client hereunder in the Company Materials. 6.4 Content License. Client hereby grants to Company a non-exclusive, worldwide, royalty free license during the Term of this Agreement, to reproduce, display, perform, distribute, and create all derivative works of Client Materials as described in the SOW as necessary to render Services to Client in accordance with the terms and conditions of this Agreement. Company may make such copies of the Client Materials as may be necessary to perform its obligations under this Agreement, including back-up copies. 6.5 Marketing. Client hereby grants Company the limited, non-exclusive right to reproduce, display, and distribute the Deliverables, Services, Client name, and Client trademarks or service marks for marketing, exhibition, and self-promotional purposes. 7. Independent Contractors. Each Party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with, the other Party for any purpose related to this Agreement or the transactions contemplated by this Agreement. Neither Party by virtue of this Agreement will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party. 8. Allocation of Personnel; Employee Solicitation; Time Reports. 8.1 Company reserves the right to assign and reassign personnel to the Client’s account or project as deemed appropriate by Company in its discretion. 8.2 Client agrees not to pursue, without first obtaining the prior written consent of Company, which may be withheld in Company’s sole and absolute discretion, for a period of One (1) year following the individual’s termination of employment and/or contract services with Company, the employment or contract services of any individual that was employed with or a consultant to Company during the term of this Agreement. In the event Company, in its sole and absolute discretion, permits Client to pursue employment or contract services of Company personnel outside of this Agreement, Company shall have the right to charge Client a fee equal to Forty percent (40%) of total annual compensation as a placement fee if Company personnel are recruited for employment or any contract services. 8.3 For all fixed price engagements, Company shall manage the time of its consultants and employees staffed to the engagement. Company shall not be required to account for the time of such personnel in the case of such engagements. 9. Contact Person. Each Party will appoint in writing an employee or agent of such Party to act as the "Contact Person" for all communication between the parties related to the Services. Either Party may change its Contact Person upon written notice to the other. 10. Fees. Client shall pay Company for the Services as set forth in each SOW. 11. Confidentiality. 11.1 The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either Party (the (“Disclosing Party”) to the other (the “Receiving Party”) in connection with the efforts contemplated hereunder and (i) which are labeled as confidential or proprietary, (ii) if orally disclosed are referenced in a writing within Thirty (30) days after such oral disclosure noting the nature of the oral disclosure or (iii) information that, under the circumstances surrounding its disclosure, should in good faith reasonably be treated as confidential. Confidential Information includes all (x) trade secrets, (y) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (z) information relating to business plans, sales or marketing methods and Client lists or requirements, or customer or employee information of Client. 11.2 The Receiving Party shall each (i) hold the Confidential Information of the other in trust and confidence and prevent the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to prevent unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement. Each Party shall disclose the Confidential Information of the other only to those of its employees, independent contractors, permitted subcontractors (including their employees and independent contractors) having a need to know such Confidential Information, provided that such persons and entities have signed a non-disclosure agreement containing provisions no less restrictive than those contained herein. 11.3 As used in this paragraph, Confidential Information does not include information which: (i) was already known to the Receiving Party prior to its contact with the Disclosing Party (as established by the Receiving Party’s records); (ii) is or becomes generally available to the public other than through a breach of this Agreement; or (iii) is at any time furnished to the Receiving Party by a third party who is lawfully in possession of such information and who lawfully conveys such information. 12. WARRANTIES. 12.1 EXCLUSIVE WARRANTY. Company represents and warrants that: (i) all of the Services to be performed hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel; (ii) the Deliverables will appear and operate substantially in conformance with the SOW; (iii) Company has full authority to enter into this Agreement; (iv) all obligations owed to third parties with respect to the activities contemplated to be undertaken by Company pursuant to this Agreement are or will be fully satisfied by Company, so that Customer will not have any obligations with respect thereto; (v) Company is the owner of or otherwise has the right to use and distribute the Company Materials, and any other materials and methodologies used in connection with providing the Services hereunder; (vi) Company will comply with all applicable federal, state and local laws in the performance of its obligations hereunder; and (vii) the Company Materials and other materials and methodologies used by Company in fulfilling its obligations under this Agreement (except the Client Materials) will not infringe upon any third party copyright, trademark, patent, trade secret or other third party right. 12.2 WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE, COMPANY HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL GUARANTEES OF SUCCESS OR THE ACHIEVEMENT OF A SPECIFIC OUTCOME AS A RESULT OF THE PERFORMANCE OF THE SERVICES, INCLUDING THE SERVICES BE COMPLIANT WITH REQUIREMENTS IMPOSED BY THE AMERICANS WITH DISABILITIES ACT OF 1990 (“ADA”), THE ADA AMENDMENTS ACT OF 2008, AND ANY AMENDMENTS THERETO. 12.3 EXCLUSIVE REMEDY. CLIENT’S EXCLUSIVE REMEDY FOR A BREACH OF WARRANTY SHALL BE FOR COMPANY TO REPERFORM THE SERVICES PERFORMED PURSUANT TO THE SOW OR AT COMPANY’S ELECTION, TO REFUND THE PRICE PAID FOR THE SERVICES PROVIDED. 12.4 LIMITATION OF DAMAGES. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY LOST DATA, LOST PROFITS, INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST OR ANY LIABILITY INCURRED BY OR IMPOSED UPON CLIENT OR ANY OTHER PERSON, INCLUDING INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES. 12.5 LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 13, INDEMNIFICATION, AND SECTION 14, INTELLECTUAL PROPERTY INDEMNIFICATION, IT IS UNDERSTOOD AND AGREED THAT COMPANY’S LIABILITY WHETHER IN CONTRACT OR IN TORT UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID BY CLIENT FOR THE PARTICULAR SERVICES GIVING RISE TO THE CAUSE OF ACTION. THE PRICE STATED HEREUNDER IS A CONSIDERATION IN LIMITING COMPANY’S LIABILITY. NO ACTION, REGARDLESS OF FORM ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. 13. Indemnification. Each Party agrees to defend, indemnify and hold the other and its officers, directors, agents, affiliates, distributors, franchisees and employees harmless against any loss, damage, expense, or cost, including reasonable attorney’s fees (including allocated costs for in-house legal services) ("Liabilities") arising out of any claim, demand, proceeding, or lawsuit by a third party relating to this Agreement. Each Party will defend, indemnify, save and hold harmless the other Party and its officers, directors, agents, affiliates, distributors, franchisees and employees from any and all Liabilities arising out of any claim, demand, proceeding or lawsuit by a third party resulting from the indemnifying Party’s breach of any duty, representation, or warranty of this Agreement, except where Liabilities result from the gross negligence or knowing and willful misconduct of the Party to be indemnified. 14. Intellectual Property Indemnification. Company warrants that the Services provided hereunder do not and will not infringe upon or violate any patent, copyright, trade secret, or other proprietary or property right of any person or entity. In the event of a claim against Company asserting or involving such an allegation, Company will defend, at Company’s expense, and will indemnify Client and hold Client harmless against any loss, cost, expense (including attorneys’ fees), or liability arising out of such claim, whether or not such claim is successful. In the event an injunction or order should be obtained against use of the Services by reason of the allegations, or if in Company’s opinion the Services are likely to become the subject of such a claim of infringement, Company may, at its option and in its expense, and in addition to the indemnification described in this paragraph, as Company’s exclusive remedy, (a) procure for the Client the right to continue using the Service; (b) replace or modify the same so that it becomes noninfringing (such modification or replacement shall be functionally equivalent to the original); or (iii) if neither (i) nor (ii) is practicable, terminate this Agreement. 15. ADA Indemnification. Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, franchisees, and employees harmless against Liabilities arising out of any claim, demand, or proceeding arising out of its or the Services’ failure to comply with federal and/or state disabilities laws, rules, and regulations, including but not limited to, accessibility requirements promulgated under the Americans with Disabilities Act of 1990 (“ADA”) and the ADA Amendments Act of 2008 (and any amendments thereto), requests for accommodations, or modifications to the Services to comply with accessibility standards. 16. Term. This Agreement will take effect on the date set forth above and will remain in effect, unless earlier terminated, until all of the Services have been completed and delivered as provided herein and in any SOW. 17. Termination. This Agreement may be terminated by either Party at any time during the Term, provided that the terminating Party submits, in writing, notice of such termination to the other Party no less than Thirty (30) days prior to the effective date of termination. 18. Effect of Termination. All representations and warranties contained herein shall survive termination of this Agreement. All work performed by Company hereunder shall be delivered to Client. Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. In the case of a fixed price engagement, Client shall pay Fifty percent (50%) of the fixed price allocable to the unperformed portion of the Services. 19. Notices. All notices required or permitted under this Agreement will be in writing and will be deemed given (a) when delivered personally; (b) when sent by confirmed email or facsimile; or (c); Two (2) business days after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt at the addresses set forth below: If to Company: Jende Solutions, Inc. Attn: Tynan Szvetecz tynan@jende.solutions If to Client: __________________________ __________________________ __________________________ __________________________ Telephone:_________________ Facsimile: _________________ 20. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. 21. Force Majeure. Nonperformance of either Party, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the control and not caused by the negligence of the nonperforming Party. 22. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument. 23. Governing Law. This Agreement will be interpreted and construed in accordance with the laws of Texas, without regard to the conflict of laws principals. 24. Partial Invalidity. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. 25. No Waiver. The failure of either Party to partially or fully exercise any right or the waiver by either Party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. 26. Amendments and Modifications. No amendment, modification, or supplement to this Agreement shall be binding on any of the Parties unless it is in writing and signed by the Parties. 27. Integration. This Agreement and all Exhibits hereto, as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the Parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements between or among the Parties. There are no agreements, representations, or warranties between or among the Parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement. 28. General Interpretation. The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing such instrument or any portion thereof to be drafted, or in favor of the Party receiving a particular benefit under the agreement. No rule of strict construction will be applied against any person. 29. Further Assurances. Each of the Parties agree to take such further action to execute and deliver such additional documents as may be reasonably required to them to effectuate the purpose and intent of this Agreement. 30. Attorneys’ Fees. In the event of any controversy, claim, or dispute between the Parties affecting or relating to the performance of this Agreement, the prevailing Party, as determined by the applicable adjudicative body, shall be entitled to recover from the non-prevailing Party reasonable attorneys’ fees.