Terms of Professional Services Agreement Page 1

Terms of Professional Service Agreement

READ THIS AGREEMENT CAREFULLY BEFORE USING ANY BAUER & BAUER, LLC (“Bauer”) SERVICE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN BAUER AND YOU (collectively referred to herein as “Client”).

These Terms of Professional Service form part of an agreement (this/the “Agreement”) between Bauer & Bauer, LLC, an Indiana limited liability company, (“Bauer”) and Client. This Agreement governs provisions of Bauer’s services (the “Service(s)”) and is effective as of the moment the two parties sign a paper version of the Client Engagement Letter (“CEL”), or as of the moment Client uses any element of the Service (whichever comes first).

  1. The Service.

(a)Bauer shall provide Client certain Services specified in a properly executed CEL to be incorporated herein and made a part hereof. Each CEL shall incorporate the terms and provisions of this Agreement. To the extent a CEL provides additional and/or conflicting terms to this Agreement, the terms of the CEL shall prevail. All Bauer subcontractors under a CEL, if any, shall be bound to perform all obligations under this Agreement as if they were being performed by Bauer.

  1. Client Duties.

(a)Client shall perform such duties and tasks designated in a CEL to facilitate Bauer’s performance of the Service outlined thereunder and provide Bauer with reasonable and necessary access to Client’s facilities and/or records during Client’s normal business hours and otherwise as reasonably requested by Bauer in order to facilitate Bauer’s performance of the Service outlined in each CEL.

(b)Client shall not contract for related services with any current or former Bauer employee or subcontractor for a period of six (6) months from the date Agreement or employment relationship with Bauer terminated. Failure to comply with this provision may at Bauer’s sole discretion result in the immediate termination of this Agreement and Bauer’s obligation to provide any further Service.

  1. Payment Plans & Terms.

(a)Client will pay for the Services pursuant to one of the following payment plans, as reflected in any Bauer Invoice or CEL accepted by Client:

Recurring Clients

(i)Prepayment Plan Prior to Client Year-End:Client pays a one-timepayment prior to Client’s year-end date. Client is entitled to a ten (10) percent reduction in the standard rates of the Service, as set forth in Bauer Pricing Schedule, if this option is chosen by Client. In the event that Client terminates this Agreement before Service has been started, Client will receive a full refund, minus an adjustment for any processing fees associated with debit/credit card charges, if applicable. In the event that Client terminates this Agreement during the Service, Client will receive partial refund, minus an adjustment for services and time already performed at a standard billing rate of $200 per hour and any processing fees associated with debit/credit card charges, if applicable.

(ii)Prepayment Plan Prior to Engagement But After Client Year-End:Client pays a one-timepayment prior to Client’s engagement start date, but after Client’s year-end date. Client is entitled to a five (5) percent reduction in the standard rates of the Service, as set forth in Bauer Pricing Schedule, if this option is chosen by Client. In the event that Client terminates this Agreement before Service has been started, Client will receive a full refund, minus an adjustment for any processing fees associated with debit/credit card charges, if applicable. In the event that Client terminates this Agreement during the Service, Client will receive partial refund, minus an adjustment for services and time already performed at a standard billing rate of $200 per hour and any processing fees associated with debit/credit card charges, if applicable.

(iii)Two Payment Plan: Client pays fifty (50) percent of the Service fee prior to the engagement start date. The remainder of the balance is due upon completion of the Service. Bauer will not release any work associated with Service until full payment is received and/or Bauer and Client have agreed to, in writing, an alternative method of payment. No reduction in the standard rates of the Service is associated with this option. In the event that Client terminates this Agreement before Service has been started, Client will receive a full refund, minus an adjustment for any processing fees associated with debit/credit card charges, if applicable. In the event that Client terminates this Agreement during the Service, Client will receive partial refund, minus an adjustment for services and time already performed at a standard billing rate of $200 per hour and any processing fees associated with debit/credit card charges, if applicable.

Initial Clients

(i)Prepayment Plan Prior to Client Year-End or On Such Periodic Basis:Client pays a one-timepayment prior to Client’s year-end date, or on such other periodic basis, if Client period date is not year-end date. Client is entitled to a ten (10) percent reduction in the standard rates of the Service, as set forth in Bauer Pricing Schedule, if this option is chosen by Client. In the event that Client terminates this Agreement before Service has been started, Client will receive a full refund, minus an adjustment for any processing fees associated with debit/credit card charges, if applicable. In the event that Client terminates this Agreement during the Service, Client will receive partial refund, minus an adjustment for services and time already performed at a standard billing rate of $200 per hour and any processing fees associated with debit/credit card charges, if applicable.

(ii) Two Payment Plan: Client pays fifty (50) percent of the Service payment prior to the engagement start date. The remainder of the balance is due upon completion of the Service. Bauer will not release any work associated with Service until full payment is received and/or Bauer and Client have agreed to, in writing, an alternative method of payment. No reduction in the standard rates of the Service is associated with this option. In the event that Client terminates this Agreement before Service has been started, Client will receive a full refund, minus an adjustment for any processing fees associated with debit/credit card charges, if applicable. In the event that Client terminates this Agreement during the Service, Client will receive partial refund, minus an adjustment for services and time already performed at a standard billing rate of $200 per hour and any processing fees associated with debit/credit card charges, if applicable.

(b)Client will pay Bauer’s standard rates and fees for the Services, as they may be revised from time to time. However, if Client and Bauer agree in the CEL to alternate fees, such alternate fees will apply to the period end-date specifically listed in the CEL, or if no period end-date listed, until the end of Client’s Service as agreed to in the Agreement and the CEL, whichever comes later. Thereafter, alternate fees will revert to Bauer’s then-standard fees.

(c)Bauer may issue invoices and/or statements through electronic means, such as email, or through the mail. At Client request, Bauer may issue invoices through another method. Client will maintain awareness of its fees it owes Bauer and will pay them on or before their due-dates. Client will notify Bauer of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice and/or statement in question, or waive such dispute. Any payment not received when due will, at Bauer’s option, bear interest at a rate of one and one half (1.5) percent per month from the date due until paid, to compensate Bauer for the time-value of the unpaid fees.

(d)A Returned check will constitute a material breach of this Agreement, and Client will incur a $25.00 returned check charge, as liquidated damages. Such liquidated damages compensate Bauer for administrative expenses related to returned checks. If Bauer concludes, in its sole discretion, that Client’s account reflects a pattern of repeated late, bounced, or incomplete payments, Bauer may require payment via wire transfer, direct deposit or ACH debit.

(e)As pursuant to Bauer policies, additional Services requested in the future will not be accepted until Client’s account is paid in full and/or acceptable payment arrangements have been agreed to by Bauer and Client.

  1. Term and Termination.

(a) This Agreement will continue until terminated by either party pursuant to the procedures set forth in this Section 4.

(b) Client may terminate this Agreement with written notice: (i) for convenience, unless Bauer has performed Services and fulfilled all or any obligations, pursuant to this Agreement and/or the CEL; or (ii) for material breach, provided the notice of termination specifies the nature of the breach and provided termination will not be effective if Bauer cures the breach during a 30-day period. Client will provide notice of termination in written form and either mail, fax or send electronically to Bauer. Bauer is not required to refund any payments in the event of termination by Client except as specifically stated in Subsection 3above.

(c) Bauer may terminate this Agreement for convenience at the end of ClientServices or at any time in the absence of aCEL. Bauer will provide written notice of any termination for convenience. Upon such termination, Bauer will refund any amounts paid pursuant to a Prepayment Plan for Service not yet provided.

(d) In the event of any material breach of this Agreement, including without limitation any breach of the provisions of the payment obligations set forth in Section 3, Bauer may terminate the Service, any portion thereof, or this Agreement, without advanced notice. Bauer is not required to refund any fees paid or prepaid after such termination except as specifically stated in Subsection 3 above.

  1. Confidential Information.

(a)DEFINITION. The term "CONFIDENTIAL INFORMATION" shall mean: (i) any and all

information which is disclosed by either party ("OWNER") to the other("RECIPIENT") verbally, electronically, visually, or in a written or othertangible form which is either identified or should be reasonably understood tobe confidential or proprietary; and (ii) the terms, including withoutlimitation, the pricing, of this Agreement and any proposals or other documentsthat preceded this Agreement. Confidential Information may include, but not belimited to, trade secrets, computer programs, software, documentation, formulas,data, techniques, marketing plans, strategies, forecasts, clientlists, employee information, financial information, confidential informationconcerning Owner's business or organization, as Owner has conducted it or asOwner may conduct it in the future. In addition, Confidential Information mayinclude information concerning any of Owner's past, current, or possible futureservices, products or methods, including information about Owner's research, development,purchasing, accounting, marketing, selling, leasing,and/or software (including third party software).

(b)TREATMENT OF CONFIDENTIAL INFORMATION. Owner's Confidential Informationshall be treated as strictly confidential by Recipient and shall not bedisclosed by Recipient to any third party except to those third partiesoperating under non-disclosure provisions no less restrictive than in thisSection and who have a justified business "need to know". ThisAgreement imposes no obligation upon the Parties with respect to ConfidentialInformation which either party can establish by legally sufficient evidence: (a)was in the possession of, or was rightfully known by the Recipient without anobligation to maintain its confidentiality prior to receipt from Owner; (b) is

or becomes generally known to the public without violation of this Agreement;(c) is obtained by Recipient in good faith from a third party having the rightto disclose it without an obligation of confidentiality; (d) is independentlydeveloped by Recipient without the participation of individuals who have hadaccess to the Confidential Information; or (e) is required to be disclosed bycourt order, governmental agencies or applicable law, provided notice is promptly given to the Ownerand provided further that diligent efforts are undertaken to limit disclosure.

(c)RIGHTS AND DUTIES. The Recipient shall not obtain, by virtue of thisAgreement, any rights, title, or interest in any Confidential Information of theOwner. Within fifteen (15) days after termination of this Agreement, each partyshall certify in writing to the other that all copies of ConfidentialInformation in any form, including partial copies, have been destroyed,returned, or used solely as the Owner so directs.

(d) SURVIVABILITY. The terms of this Section 5 shall survive termination ofthis Agreement. If the Parties have executed a separate agreement that containsconfidentiality terms prior to or contemporaneously with this Agreement, thoseseparate confidentiality terms shall remain in full force to the extent they donot conflict.

  1. Indemnity.

(a)Each party ("INDEMNIFYING PARTY") shall indemnify and hold theother party ("INDEMNIFIED PARTY") harmless against any third party claim,including costs and reasonable attorney's fees, in which the Indemnified Partyis named as a result of the grossly negligent or intentional acts or failure toact by the Indemnifying Party, its employees or agents, while performing itsobligations hereunder. This indemnification obligation is contingent upon theIndemnified Party providing the Indemnifying Party with prompt written notice ofsuch claim, information, all reasonable assistance in the defense of suchaction, and sole authority to defend or settle such claim.

(b)SURVIVAL. The terms of this Section 6 shall survive termination of thisAgreement.

  1. Warranties and Representations.

(a)Each party warrants that it has the rightand power to enter into this Agreement and an authorized representative hasexecuted this Agreement. Bauer warrants that the Services will be performedin a professional and workmanlike manner in accordance with recognized industrystandards. To the extent Services provided by Bauer are advisory; nospecific result is assured or guaranteed. BAUER EXPRESSLY DISCLAIMS ALLOTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BYANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHERBAUER EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESSFOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

  1. Limitation of Liability.

(a) EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION6, BAUER’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT,REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BELIMITED TO THE AMOUNT OF SERVICES FEES PAID BY CLIENT FOR THE SERVICES FROMWHICH THE CLAIM AROSE. IN NO EVENT SHALL BAUER BE LIABLE FOR INDIRECT,SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT

LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF CLIENT HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATIONOF RISK SET FORTH HEREIN.

  1. Rights to Work Product.

(a)Any expression or result of Bauer's Services,or the work, findings, analyses, conclusions, opinions, recommendations, ideas,techniques, know-how, designs, programs, tools, applications, interfaces,enhancements, software, and other technical information (collectively "WORK

PRODUCT") created by Bauer in the course of performing the Serviceshereunder are the property of Bauer. However, to the extent such WorkProduct provided to Client by Bauer contains Client's ConfidentialInformation; Client shall retain title to such Confidential Information. Clientshall have no right to sublicense, transfer, assign, convey or permit any thirdparty to use or copy any Work Product without written or verbal permission from Bauer.

  1. Independent Contractor Status.

(a)Bauer performs this Agreement as anindependent contractor, not as an employee of Client. Nothing in this Agreementis intended to construe the existence of a partnership, joint venture, or agencyrelationship between Client and Bauer.

  1. Notice.

(a)All notices or other communications referenced under this Agreementshall be made in writing and sent to 40 Executive Drive, Suite C, Carmel, IN46032, or designated from time to time in writing by the Parties. Allnotices shall be deemed given to the other party if delivered receipt confirmedusing one of the following methods: registered or certified first class mail,postage prepaid; recognized courier delivery; facsimile; or electronic mail.

  1. Postponement of Professional Service.

(a)No penalty will be assessed if Clientpostpones a scheduled professional service before the start of the scheduled professional service. If client postpones services while Bauer is working on the service, Client will be responsible for payment for any work performed by Bauer pursuant to Subsection 3 above.

  1. Waiver.

(a)No modification to this Agreement nor any failure or delay inenforcing any term, exercising any option, or requiring performance shall bebinding or construed as a waiver unless agreed to in writing by both parties.

  1. Force Majeure.

(a)Except for Client's obligation to pay Bauer, neitherparty shall be liable for any failure to perform its obligations under thisAgreement or any CEL if prevented from doing so by a cause or causes beyond itscontrol, including without limitation, acts of God or public enemy, failure of

Suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war,and restraints of government.

  1. Dispute Resolution.

(a)Any disputes or claims under this Agreement or itsbreach shall be submitted to and resolved exclusively by arbitration conductedin accordance with American Arbitration Association rules. One arbitratorappointed under such rules shall conduct arbitration. Arbitration shall be in

Indianapolis, IN, and the laws of Indiana shall be applied. Any decisionin arbitration shall be final and binding upon the parties. Judgment may beentered thereon in any court of competent jurisdiction. Notwithstanding theabove, Bauer may sue in any court for infringement of its proprietary orintellectual property rights.

  1. General.

(a)This Agreement shall be governed by the laws of the State of Indiana, excluding choice of law principles. Except as otherwise specificallystated herein, remedies shall be cumulative and there shall be no obligation toexercise a particular remedy. If any provision of this Agreement is held to beunenforceable, the other provisions shall nevertheless remain in full force andeffect. This Agreement and the CEL(s) constitute the entire understandingbetween the Parties with respect to the subject matter herein and may only beamended or modified by a writing signed by a duly authorized representative ofeach party. This Agreement may be executed by facsimile. This Agreement replacesand supersedes any prior verbal or written understandings, communications, andrepresentations between the Parties regarding the subject matter containedherein. No invoice or other ordering document that purports to modify orsupplement the printed text of this Agreement shall add to orvary the terms of this Agreement. All such proposed variations,edits, or additions (whether submitted by Bauer or Client) to this Agreementor to aCEL, are objected to and deemed material unless otherwise mutuallyagreed to in writing.