All information contained in our proposals is proprietary to Corporate Power Inc. and is not meant to be shared with any third party or used without prior written approval from Corporate Power Inc.

This Agreement, between you (referred to herein as “Client” or “you”) and Corporate Power, Inc. (referred herein as “Corporate Power,” “we,” “our” or “us”) is effective upon the date signed, and shall be updated by Corporate Power to address any necessary adjustments or modifications as needed.

Those annual support services we mutually agree to provide under our Agreement, shall be referred to herein as “Annual Services.” The term “Services” when used in our Agreement shall include Annual Services, if any, together with the Project Services described in our Agreement.

All estimates are based upon current knowledge of business requirements, and pricing for hardware, software, maintenance, and consulting are subject to change. Should adjustments or modifications be required that increase the monthly fees paid for the services rendered under this Agreement, these increases shall go into effect commencing the first day of the next scheduled service month.

1. Term. This agreement shall be for three years (the “Term”), and shall renew automatically for successive one-year periods, if neither party sends the other a notice of termination at least sixty (60) days prior to the expiration of the Term. Annual Services shall automatically renew when this agreement renews.

a) You may notify us of your intent not to renew this Agreement upon sixty (60) days written notice to us prior to renewal, provided you agree to pay us (i) any outstanding amounts in full, (ii) any remaining portions of the then current Annual Services fees in effect through the date of expiration, and the amounts set forth in clauses (b) and (c), as applicable.

b) With respect to any Project Services, upon your termination of this Agreement you will be obligated to pay us the amount remaining under this Agreement for such Project Services, as liquidated damages to offset the significant amount of administrative, operational, equipment and such other expenses associated with the provisioning of the Project Services already incurred by us.

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c) With respect to any Annual Services, upon your termination of this Agreement, you will be obligated to pay us Annual Services fees through the end of the Term of this agreement, as liquidated damages, to compensate us for loss of profits, commissions, administrative and operational expenses and such other expenses associated with the provisioning of the Annual Services incurred or committed by us.

d) This Agreement may be terminated by us upon sixty (60) days written notice to you.

e) If either party terminates this Agreement, we will assist you in the orderly termination of Services, including timely transfer of services to another designated provider. You agree to pay us the reasonable contractual fees of rendering such assistance.

f) Corporate Power may terminate either this Agreement or specific services for your non-payment without prior notice. If we terminate this Agreement as a result of your non-payment, you will also be responsible for the liquidated damages set forth in Clause (b) and Clause (c) above, as applicable, in addition to any other amounts due and payable under the terms of this Agreement.

2. Payment, Security Interest and Late Fees. You shall be invoiced on a monthly, quarterly, or annual basis in advance, and payment will become due and payable on the first day of each month. You may have been provided one or more Budgets or Quotes, to address your “Business Objectives” if referenced. Your monthly fee is calculated based upon your Budget or Quote. The first month may include an additional one-time Setup Service Fee or Project Services fees as set forth in the agreement. Services may be suspended, at our discretion, if payment is not received within 30 days following date due.

It is understood that any and all services you request that fall outside of the scope of the Services set forth in this Agreement, will be considered separate projects, and will be billed as separate, individual services. You agree that, additional payment notwithstanding, the terms of this Agreement shall govern any separate projects we undertake for you. Corporate Power shall maintain a purchase money security interest in all equipment and services provided until payment is made in full.

Fees for services will increase 5% per year. We may charge you late fees at 2% per month (or the maximum permissible by law) for invoices that are not paid when due.

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You agree to pay all costs of collection or other enforcement of our rights hereunder, including but not limited to attorneys’ fees and expenses, collection agency fees, arbitration or mediation fees, and other fees and costs, whether collected or enforced by suit or otherwise.

3. Scope of Services. This Agreement covers only those Services and equipment listed in the Budget provided to you. We must agree in writing to any equipment/services that you may want to add to this Agreement after the commencement of the Term. The addition of equipment/services not listed in the Budget at the execution of this Agreement, if acceptable to Corporate Power, shall result in an adjustment to your monthly charges.

4. Software Development. If the Services contemplate our development of software for you, or if at any point during the Term we develop software for you, the provisions of this Section shall be applicable to such software. Except as otherwise set forth in this Section, the parties agree that upon payment in full of the development price of such software, as stated in the Budget or pursuant to a separate agreement by the parties, you shall own all worldwide right, title, and interest in and to the software (including, its source code and documentation) (the “Custom Programming”). The parties agree that Corporate Power shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. The Custom Programming shall not be deemed to include any (1) Client logos, trademarks, service marks, or other intellectual property that is owned by the you as of the date hereof, (2) open source code of any kind, or (3) third party commercial code of any kind, although the software we develop for you may contain any and all such items. You shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the software, its look and feel, any logos, any “tag lines,” or any other content or documentation designed or developed by us for you. The parties also agree that the design and development of your software may include source code, documentation, and/or application programs that were previously written or developed by us and modified to meet your specific requirements (the “Corporate Power Content”). We shall own all worldwide right, title, and interest in and to the Corporate Power Content, but shall provide you (upon payment in full of the fees associated with the design and development of the software) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Corporate Power Content. We will assign any intellectual property rights to you that are consistent with this Section.

5. Third Party Licenses. If the Services contemplate our development of software for you, in addition to any other fees set forth in this Agreement, you shall be required to purchase any applicable third party licenses for any third party products or applications that are necessary for us to design and develop the software in accordance with the your specifications. We shall have no responsibility or liability for any third party intellectual property incorporated into the software.

6. Status of Parties. We shall perform the work hereunder as an independent contractor, and shall have the exclusive control of the manner and means of performing the work. Neither party shall have any power or authority to bind the other, without express written permission.

7. Taxes. All applicable Federal, State or Local Taxes shall be added to each invoice for services or materials rendered under this Agreement. You agree to pay any such taxes unless a valid exemption certificate is furnished to us for the state of use.

8. Insurance. All risk of loss or damage to the equipment or the premises as a result of fire, theft, water, malicious mischief or other casualty, shall be borne by you. You agree to maintain in full force and effect all necessary insurance, including fire and extended coverage insurance for the insurable value of the equipment.

9. Non-Solicitation. The parties agree not to solicit or hire the services of any employee(s), consultant(s) or representative(s) of the other party including, but not limited to direct employment during the Term and for a period of three (3) years thereafter. The penalty for a breach of this provision shall be the sum of $25,000 plus the costs to replace the affected employee or representative.

10. Minimum Standards for Services. All of your Server, Network and Desktop Hardware and Software must be genuine, licensed and vendor-supported. Because of the inherent complex nature of computer and network software, we make no warranties, either expressed or implied, regarding software interoperability between any products we suggest or recommend and your existing software or hardware, whether referred by us or existing on your network. This includes but is not limited to computer-telephony integration, virtualized servers, storage systems, operating systems, applications, Fax over IP, Voice over IP, and videoconferencing.

In addition to any other fees set forth in this Agreement, you shall be required to purchase any applicable third- party licenses for any third party products or applications that are necessary for us to provide the Services. We shall have no responsibility or liability for any third party software or hardware incorporated into your network.

11. Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years after the expiration of the Term.

“Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, source and object code, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful governmental or quasi-governmental request or process.

12, Marketing. Notwithstanding the foregoing, you hereby grant us the right to use your name and service marks in our marketing materials or other oral, electronic, or written promotions, which shall include naming you as a client of ours and a brief scope of services provided. In addition, you hereby grant us the right to display your logo (or other identifying information) and a hyperlink to your website on our website. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.

13. Disclaimer of Warranties. Except as set forth in this agreement, the Services are provided on an “as is” and “as available” basis, and we expressly disclaim all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

14. Limitations of Liability. In no event shall we be held liable for indirect, special, incidental or consequential damages arising out of our performance of the Services or for any service provided hereunder (such as separate projects), including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs. The parties agree that Corporate Power’s total liability for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) shall not exceed the fees actually paid by you under this Agreement for the month immediately preceding the dispute. This shall be your exclusive remedy for disputes regarding this agreement. This limitation of liability shall apply even if the express disclaimer of warranties set forth above fails in its essential purpose.

15. Force Majeure. Corporate Power will not be held liable for failure to provide Services if such failure is the result of causes beyond our reasonable control, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; caused by acts of God or of the public enemy; U.S. or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption or failure; fire; flood; earthquake; epidemic; and freight embargoes.

16. Disputes. This Agreement shall be governed by laws of the State of New Jersey law, without giving effect to principles of conflicts of law or choice of law that would cause the laws of any other jurisdiction to apply, and the export laws of the United States. The Parties expressly agree that any disputes that the Parties cannot resolve in a timely manner shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with the Expedited Procedures and Commercial Arbitration Rules for Small Commercial Disputes, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Claims shall be heard by a single arbitrator. The place of arbitration shall be New York, NY. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. The prevailing party shall be entitled to an award of reasonable attorney fees. The arbitrator's award will not be accompanied by a reasoned opinion.

17. Notices. Any written notice or demand required by this Agreement shall be sent by electronic mail (e-mail), registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address or the e-mail set forth on the first page of this Agreement. The notice shall be effective (a) as of the date of delivery, if the notice is sent by e-mail during business hours, or via hand delivery to be received during business hours (b) as of the following date of delivery if the notice is sent by e-mail after business hours or via overnight commercial courier or other guaranteed next day delivery and (c) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail.

18. Entire Agreement. This is the entire agreement between the parties relating to the subject matter hereof. Any changes must be made in writing and signed by both parties. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. The terms and conditions of this Agreement shall prevail should there be any variance with the terms and conditions of any request, proposal, order or any other document submitted by you.

19. Enforceability. If any portion of this Agreement is held illegal or invalid, that portion or provision shall be deemed modified to the minimum extent possible so that this Agreement shall otherwise remain in full force and effect and enforceable.

20. Headings. The section headings in this Agreement are for convenience purposes only and shall in no way affect, or be used, in interpretation of this Agreement.

21. Survival. The following provisions shall survive termination or expiration of this Agreement: Term, Payment, Non-Solicitation, Confidentiality, Marketing, Disclaimer of Warranties, Limitation of Liability, Disputes, Notices, Savings Clause, Survival and Waiver.

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22. Waiver. Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.

23. Counterparts; Facsimile. This Agreement may be executed in two (2) or more counterparts and all counterparts so executed shall for all purposes constitute one agreement, binding on all parties. This Agreement may also be executed and delivered by electronic or facsimile signature (including email transmission via Adobe Acrobat or similar) and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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