Terms and Conditions

Standard Terms and Conditions:

The standard Apex Solution Partners terms and conditions for engagements are attached. This

document and the attached terms shall constitute the entire agreement between Client and Apex

Solution Partners.

Parties

Apex in this document refers to Apex Solution Partners LLC, a California corporation. Client in this

document refers to any client under contract with Apex Solution Partners.

Confidential Information

In the performance of this project, Apex Solution Partners (including its employees and subcontractors)

may be exposed to Client confidential information and materials. Apex agrees that such information

shall be kept confidential and that Apex’s personnel (staff & subcontractors) shall not use such

information for their benefit.

Business Relationship

Apex shall function as an independent contractor to Client. Apex shall have no authority to act as

Client’s agent and shall not undertake to commit Client to any course of action in relation to third

persons. Apex’s employees and subcontractors are not entitled to participate in the retirement plans;

insurance plans or any other plans established for Client employees, and Client will not withhold any

amounts from compensation paid hereunder as federal or state income tax withholding or as

contributions under the Federal Insurance Contributions Act or state law. Apex will therefore be solely

responsible for the estimation and payment of any federal income tax, state income tax, or federal

insurance contributions on self-employment income attributable to our compensation there under.

Apex is responsible to maintain all applicable insurance, including worker’s compensation and general

liability.

No Solicitation for Employment

During the term of this agreement and for a period of one year thereafter, Client shall not solicit the

employment, have as an employee, engage as a consultant, or engage in any other capacity the services

of any person who is then or was within the then immediately twelve months an employee of Apex,

without the prior written consent of Apex. During the agreed upon prohibited time period, Client agrees

to pay Apex a recruiting fee of $50,000 for each Apex employee that Client may hire as an employee or

as an independent contractor without the prior written consent of the CEO of Apex.

Warranty and Limitation of Liability

Apex warrants that the services will be performed by qualified personnel in a professional manner,

conforming to generally accepted industry standards and practices. Client may discharge our consultant

in its sole discretion without prior notice and request a new consultant to be assigned. Except as

expressly stated in the above paragraph, no express or implied warranty is made with respect to the

services or goods to be supplied by Apex hereunder, including without limitation any implied warranty

of merchantability or fitness for a particular purpose. Neither Apex nor its affiliates warrants the results

of any services. The total liability, if any, of Apex or its affiliates, including but not limited to liability

arising out of contract, tort, breach of warranty, or otherwise shall not in any event exceed the fees paid

by Client in the prior twelve month period. Neither party shall be liable for loss of profits, loss or

inaccuracy of data, or indirect, special, incidental or consequential damages, even if such party has been

advised of the possibility of such damages. This section shall survive termination of this agreement.

Indemnification

Each party (the “Indemnifying Party” for purposes of this Section) will indemnify, defend and hold

harmless the other party (the “Indemnified Party”), its directors, officers, employees, and affiliates

(collectively, the “Indemnified Entities”) from and against any and all claims, actions, demands, suits,

liabilities or obligations brought against any of the Indemnified Entities alleging: (i) infringement or

misappropriation of any intellectual property rights by the Indemnifying Party except to the extent

caused by the Indemnified Party; or (ii) any personal injury suffered by any representative, employee or

agent of the Indemnified Party arising out of such individual’s activities related to the Services except to

the extent caused by the Indemnified Party’s negligence or willful misconduct.

License

If Apex develops custom software and/or reports as part of this engagement on a non project basis,

Apex hereby grants Client a personal non-exclusive, non-transferable license to use, and to, without

charge, reproduce the software and/or reports provided Client does not receive payment, commercial

benefit, or other consideration for the reproduction or use. Apex retains title to and all copyright and

other intellectual property rights in the software. Client is not granted any right, title, or interest in the

software, except the right to use it in accordance with this license. Apex reserves all rights not expressly

granted to Client. If Apex develops custom software on an exclusive project basis, Apex hereby grants

Client a personal exclusive, transferable license to use, and to, without charge, reproduce the software

and/or reports. Client shall retain title to and all copyright and other intellectual property rights in the

software. Apex is not granted any right, title, or interest in the software, except the right to use it in

accordance with this license. Client reserves all rights not expressly granted to Apex Group.

Fees and Billing:

Apex will invoice all Clients for monthly fees at the beginning of each month. Additionally, Apex will add

any fees for additional work (approved work which is outside the scope of normal support services)

performed during the previous month.

The payment terms are net 15 days from the invoice date. Approved expenses incurred specifically for

the Client’s benefits will be charged at cost.

Termination:

This agreement may be terminated by either party without cause with 90 days written notice. Client will

be mandated to pay for services until said period ends.

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