CMSHelpLive and Client will develop and enter into one or more work orders, statements of work or task orders incorporating a description of the specific services requested by Client (each, and as modified in writing by the parties from time to time, a “Work Order"). If applicable, each Work Order will describe items specifically required to be delivered by CMSHelpLive to Client, if any (the “Deliverables"), and the acceptance criteria for each of the Deliverables. Further, each Work Order will set forth, among other things, project scope, various project activities and tasks to be performed by the parties, and roles and responsibilities of the parties. Each Work Order shall specifically identify this Agreement and indicate that it is subject to the terms hereof. To the extent there are any conflicts or inconsistencies between this Agreement and any Work Order, except as regards Sections 2 or 3 herein, the provisions of this Agreement shall govern and control. CMSHelpLive will provide to Client those services described as its obligation in each Work Order (collectively, the “Services").

Client shall pay to CMSHelpLive the fees and other compensation set forth in each Work Order. Services will be rendered and payments be made in accordance with the billing rates mentioned below:

CMSHelpLive will provide generic hardware and software required for the performance of the services. However, if special or project-specific hardware or software be required, these shall be provided on loan by the Client. All hardware and software provided on a loan basis will be returned to the Client on request after the project is completed, in the same condition it was delivered, reasonable wear and tear excepted. Client shall be responsible for shipping, handling, duties, taxes, insurance and annual maintenance of all loaned hardware and software.

Invoicing and Payment unless otherwise specified and agreed to, CMSHelpLive will invoice Client for all fees, charges and reimbursable items upon inception of project or engagement. Client agrees to pay the invoiced amount in full upon receipt of invoice for the ensuing services. If an adjustment is required from one invoice to the next, the adjustment will appear on the following invoice. Client further agrees to pay amounts equal to any federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Client to CMSHelpLive under this Agreement or any other Agreement between the parties, exclusive of taxes based on CMSHelpLive 's net income or net worth.

This Agreement will commence on the Effective Date and will remain and continue in full force and effect, unless terminated by either party as set forth below. Termination of this Agreement or any Work Order hereunder may occur upon any of the following:

(a) Five (5) days after a party's receipt of written notice from the other party that the Services shall be terminated; or

(b) Five (5) days after one party notifies the other in writing that they are in breach or default of this Agreement, unless the negligent party cures such breach or default within such five (5) day period; or

(c) Five (5) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party, any appointment of a receiver for such party, or any assignment for the benefit of such party's creditors (a “Bankruptcy Event"), unless such party cures such Bankruptcy Event within the Five (5) day period. In all events, Client shall be liable for full payment for Services and reimbursement of CMSHelpLive 's expenses accrued through the effective date of termination. If it is determined that termination is due to CMSHelpLive 's inability to fulfill work order, then client can request a full refund for work performed.

All Services shall be performed at CMSHelpLive 's development center, unless otherwise agreed by the parties. Client will ensure that all Client's personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice:

(i) be available to assist CMSHelpLive 's personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner;

(ii) participate in the Services as reasonably necessary for performance under a Work Order; and

(iii) be available to assist CMSHelpLive with any other activities or tasks required to complete the Services in accordance with the Work Order.

Neither CMSHelpLive nor its personnel are or shall be deemed to be employees of Client. CMSHelpLive shall be responsible for the compensation of its personnel, in addition to any applicable employment taxes, workmen’s compensation and any other taxes, insurance or provisions associated with the employment of personnel. Client agrees not to directly or indirectly solicit, offer employment to, or accept any services outside of this Agreement from, any employee or independent contractor of CMSHelpLive during the term of this Agreement, and for six (6) months thereafter. CMSHelpLive, in its sole discretion, may waive this provision in writing for an individual. In consideration for such waiver, Client agrees to pay CMSHelpLive, a placement fee equal to twenty five percent (25%) of such person’s new total annual compensation from Client. This permanent placement fee shall be due immediately upon such person’s commencement of services for Client. In regard to the issue of personnel changes within a given project team, CMSHelpLive will make it’s best efforts to provide a five (5) business day advance notice of any pending change and will make every reasonable effort to replace a key member of our engagement team within five (5) business days of the required change date. It is not the practice of the CMSHelpLive organization to change personnel without appropriate cause.

The parties acknowledge that in the course of CMSHelpLive providing Services for Client hereunder, each may receive Confidential Information (as defined below) of the other party. Any and all Confidential Information in any form or media obtained by a Recipient shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the Services provided under this Agreement. The Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than in connection with the activities contemplated by this Agreement. All consultants assigned by CMSHelpLive to the Client will sign appropriate forms of confidentiality agreements on or prior to their start date. “Confidential Information" means any and all confidential information of a party disclosed to the other party, including, but not limited to, research, development, proprietary software, technical information, techniques, know-how, trade secrets, processes, customers, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include information which:

(i) was known to the party receiving the information (the “Recipient") prior to the time of disclosure by the other party (the “Disclosing Party");

(ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Recipient;

(iii) was lawfully received by Recipient from a third party without any obligation of confidentiality; or

(iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority. The obligations set forth in this Section shall survive termination of this agreement for a period of two (2) years thereafter unless written consent is by client.

Unless otherwise specified in any Schedule, title to all materials, products and/or deliverables, including, but not limited to, reports, designs, programs, specifications, documentation, manuals, visual aids, and any other materials developed and/or prepared for Client by CMSHelpLive under any Schedule (whether or not such Schedule is completed), and all interest therein, to the extent CMSHelpLive has such rights, title and interest, 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. CMSHelpLive shall retain a non-exclusive, royalty-free, world-wide, perpetual license to use, sell, modify, distribute and create derivative works based upon any of the foregoing materials, products and/or deliverables in its information technology professional services business, provided that in so doing CMSHelpLive shall not use or disclose any Client Confidential Information. To the extent that title to any such works may not, by operation of law, vest in Client or such works may not be considered works made for hire; all rights, title and interest therein are hereby irrevocably assigned to Client. All such materials shall belong exclusively to Client, except as set forth herein, with Client having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. CMSHelpLive agrees to give Client and any person designated by Client, reasonable assistance, at Client’s expense, required to perfect the rights defined in this Section 8. Unless otherwise requested by Client, upon the completion of the services to be performed under each Schedule or upon the earlier termination of such Schedule, CMSHelpLive shall immediately turn over to Client all materials and deliverables developed pursuant to such Schedule, including, but not limited to, working papers, narrative descriptions, reports and data. Notwithstanding the foregoing, the following shall not constitute the property of Client:

(i) software, including but not limited to any proprietary code (source and object), which is subject to third-party license agreements;

(ii) those portions of the deliverables which include information in the public domain or which are generic ideas, concepts, know-how and techniques within the computer design, support and consulting business generally; and

(iii) those portions of the deliverables which contain the computer consulting knowledge, techniques, tools, routines and sub-routines, utilities, know-how, methodologies and information which CMSHelpLive had prior to or acquired during the performance of its Services for Client and which do not contain any Confidential Information (as hereinafter defined) of Client conveyed to CMSHelpLive by Client. To the extent that any portion of the deliverables includes information or material that falls within the exceptions to property of Client described in Subsection (iii) above, CMSHelpLive shall be deemed to have granted Client a paid up, world-wide, non-exclusive license to use any such information or material embedded in the deliverables for its internal business needs and a non-exclusive license to make copies thereof for use only in its and its affiliates’ facilities, subject to third party license agreements, if any. Should CMSHelpLive, in performing any services hereunder, use any computer program, code or other materials developed by it independently of the services provided hereunder (“Pre-existing Work"), CMSHelpLive shall retain any and all rights in such pre-existing Work. CMSHelpLive hereby grants Client a paid up, world-wide, non-exclusive license to use and reproduce the pre-existing Work for its internal business needs. Client understands and agrees that CMSHelpLive may perform similar services for third parties using the same personnel that CMSHelpLive may use for rendering Services for Client hereunder, subject to CMSHelpLive ‘s obligations respecting Client’s Confidential Information pursuant to Section 7.

In no event shall CMSHelpLive be liable for special, exemplary, incidental, or consequential damages (including, without limitation, lost revenues, profits, savings or business) or loss of records or data, whether or not the possibility of such damages has been disclosed to CMSHelpLive in advance or could have been reasonably foreseen by CMSHelpLive, and whether in an action based on contract, warranty, strict liability, tor or otherwise. CMSHelpLive ‘s maximum aggregate liability for any claim, loss or other liability arising out of, or connected with, this Agreement, the Services contemplated hereunder or Client’s use of any such Services or Deliverables, and whether based upon contract, warranty, strict liability, tort, or otherwise, shall in no case exceed the aggregate amounts paid to CMSHelpLive by Client under any Work Order giving rise to such claim during the last one month. CMSHelpLive will not be liable for any damages claimed by Client based upon any third-party claim. CMSHelpLive ‘s entire liability and Client’s remedies under this Agreement shall be subject to the limitations contained in this Section 9. The limitations on warranty and liability specified in Sections 9 hereof will survive and apply even if any limited remedy herein is found to have failed of its essential purpose. The parties acknowledge that the limitations of warranties and liabilities as set out in this Agreement are an essential basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations. No action arising out of this Agreement, regardless of the form thereof, may be brought by either party more than six (6) months following the date the cause of action arose, provided, however, that CMSHelpLive may bring an action for non-payment of amounts required to be paid by Client hereunder at any time.

All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified facsimile transmission) or via email, to a party at the following address, or to such other address as such party may hereafter specify by notice: [email protected] CMSHelpLive.com

This Agreement will be governed by the laws of the Province of Ontario and all legal proceedings will fall under the jurisdiction of Toronto, ON. Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party. Either party, however, without any requirement for prior consent by the other, may assign this Agreement and its rights hereunder to any party or entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if the succeeding party or entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement. This Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and permitted assignees. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both parties. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force. This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the parties with the same effect as if all the signatures were upon the same instrument. CMSHelpLive may use the name of the Client, the existence of this Agreement and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Client Confidential Information as defined in Section 7 of this Agreement. This Agreement and all Work Orders attached hereto constitute the complete and exclusive statement of the agreement between the parties and supersede all proposals, oral or written, and all other prior or contemporaneous communications between the parties relating to the subject matter herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day and year first above written.

Client can request a refund at anytime during contract engagement. Refunds are given in full after review by CMSHelpLive, and CMSHelpLive determines that client’s requests were not fulfilled due to CMSHelpLive ‘s inability. If CMSHelpLive determines that refund request is not justified due to client’s inability to enable CMSHelpLive to complete it’s task, then refund will not be given. CMSHelpLive does reserve the right to refund the remaining time and hours to client, but not a full refund. If CMSHelpLive initiates termination of working agreement, then CMSHelpLive will refund the remaining time and hours to client. Refunds will be paid up to 30 days after request.