MASTER SERVICES AGREEMENT

MASTER SERVICES AGREEMENTParties Involved. This Master Services Agreement (“Agreement”) is entered into by and between EMPIST and the Client (“Client”) who agrees to the terms by checking the acknowledgment box. Services. EMPIST agrees to provide the services outlined in any accompanying Service Order, Change Order, Quote or Scope of Work (“SOW”) (collectively referred to as “Orders”) to the Client. The timeframe for performing any Services will be as stated in each respective Order. Fees & Payment. The Client agrees to pay the fees for services as specifically outlined in each Order. Invoices are to be paid within 15 days of receipt of an invoice. Term and Termination. This Agreement shall remain in effect for the duration of each specified term under each applicable Order. Confidentiality. In connection with the Services performed under this and any agreement each Party may have access to the other Party’s Confidential Information. “Confidential Information” means (i) non-public information that the disclosing Party designates as being confidential or which under the circumstances surrounding disclosure or the nature of the information the third-party should reasonably understand to be the disclosing Party’s Confidential Information, and/or (ii) non-public information received by the disclosing Party from third parties that the disclosing Party is obligated to treat as the third party’s Confidential Information, provided the disclosing Party shall disclose to the receiving Party the confidential nature of such third party information. “Confidential Information” shall not include any information that: (i) is already known to the receiving party or its affiliates to be free of any obligation to keep it confidential; (ii) is or becomes publicly known through no wrongful act of the receiving Party or its affiliates; (iii) is received by the receiving Party from a third party without any restriction on confidentiality; (iv) is independently developed by the receiving party or its affiliates; (v) is disclosed to third parties by the disclosing Party without any obligation of confidentiality; (vi) is approved for release by prior written authorization of the disclosing Party; or (vii) is required to be disclosed pursuant to a lawful subpoena or other compulsory disclosure demand issued by a court or government agency having proper jurisdiction to do so; provided that in the event a receiving Party is served with a subpoena or other compulsory disclosure demand that would require the receiving Party to disclose any of the disclosing Party’s Confidential Information, the receiving Party shall promptly provide the disclosing Party with a copy of such subpoena or disclosure demand and shall cooperate with the disclosing Party on reasonable terms and conditions in any effort by the disclosing Party to quash the subpoena or demand or secure an appropriate protective order. The Parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other Party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each Party agrees to maintain at least the same procedures regarding the other Party’s Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care to ensure that the Confidential Information shall not be disclosed or disseminated in contravention of this Agreement. Without limiting the generality of the foregoing, neither Party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any Confidential Information provided by the disclosing Party and the receiving Party shall not permit its personnel to reproduce or copy any Confidential Information except as expressly authorized hereunder. A Party’s Confidential Information may only be used by the other Party in order to fulfil its obligations under this Agreement. Each Party acknowledges that the other may, as a result of its receipt of or exposure to the other Party’s Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each Party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such Party’s business, so long as such use or disclosure does not involve specific Confidential Information received from the other Party. The disclosing Party will not have rights in such knowledge and experience acquired by the receiving Party, or rights in any business endeavours of the receiving Party which may use such knowledge and experience, or rights to compensation related to the recipient party’s use of such knowledge and experience. All information relating to EMPIST that is known to be Confidential Information or proprietary Information, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement. These obligations of confidentiality will extend for a period of twelve (12) months after the termination of this Agreement. Non-Solicitation of Employees. Client agrees not to solicit, hire, employ, retain, or contract with any employee of EMPIST without first receiving EMPIST’s written consent. Furthermore, Client agrees not to entice or induce any employee of the EMPIST to terminate or not renew his or her employment or relationship with the EMPIST. If any employee terminates his or her employment with EMPIST for any reason and is employed by Client (or any affiliate or subsidiary of Client) in any capacity either during or within a six (6) month period, or if any employee terminates his or her employment with EMPIST due to Client’s breach of the covenants set forth herein, (either event referred to as an “Employment Violation”) Client shall immediately pay EMPIST an amount equal to 50% of the yearly salary or wage paid by EMPIST to such employee at the end of employee’s employment with EMPIST (“Employment Violation Penalty”). Client agrees and acknowledges that EMPIST will suffer damages in the event any Employment Violation and, although the amount of such damages is difficult or impossible to determine, the Parties agree that the Employment Violation Penalty set forth under this Section is a reasonable estimate of EMPIST’s loss in the event of an Employment Violation. Thus, EMPIST shall accept the Employment Violation Penalty set forth under this Section as liquidated damages but not as a penalty. Such liquidated damages shall constitute EMPIST’s sole and exclusive remedy for an Employment Violation. Choice of Law, Venue & Dispute Resolution. THE VALIDITY, CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS AGREEMENT, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT ANY REMEDIES HEREUNDER ARE GOVERNED EXCLUSIVELY BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS, THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS. CLIENT WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE IN ANY COURT IN THE COUNTY OF COOK, STATE OF ILLINOIS TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION. EACH PARTY HERETO WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT BROUGHT BY THE OTHER PARTY FOR ANY ACTION OR CLAIM UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THE SERVICES PROVIDED BY EITHER PARTY TO THE OTHER PARTY. Except for legal actions concerning the payment of charges incurred by Client and for any actions concerning a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim arising out of or relating to this Agreement or to its breach shall be settled by arbitration by a single arbitrator in accordance with Commercial Arbitration Rules of the American Arbitration Association, pursuant to an arbitration held in Illinois, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The decision of the arbitrator shall be in writing and counterpart copies shall be delivered to the parties to this Agreement, which decision shall be rendered not later than thirty (30) days after the arbitration hearing has been completed. Notwithstanding anything to the contrary contained herein, the arbitrator shall have no power to change any of the provisions of this Agreement in any respect, nor shall he have the power of reformation, and the jurisdiction of the arbitrator is expressly limited accordingly. Neither party shall interrupt the progress of its performance under this Agreement pending the determination in the arbitration proceeding. Each party shall equally bear the expenses and fees of the arbitrator, and each party shall bear the expenses of its own counsel, experts, and the preparation of proof. If the parties cannot agree on arbitration services to use, then parties agree that EMPIST shall have the right to designate a reputable arbitration company to act as arbitrator, such as the American Arbitration Association. A judgment may be entered on the award of the arbitration and may be enforced, provided said award shall be rendered and enforced in accordance with the laws of the state of Illinois. The prevailing Party shall be entitled to receive from the other party its attorney’s fees and costs incurred in connection with any action, proceeding or arbitration hereunder. Severability. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. No Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. The waiver by any Party of any breach of any covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights. Attorneys' Fees & Costs. If any litigation or arbitration is necessary to enforce the terms of this Agreement, each Party shall cover their attorneys’ fees and costs. Limitation of Liability. EMPIST’s liability for any claim arising from the services provided under this Agreement shall be limited to the amount of $10,000 . In no event shall EMPIST be liable for indirect, incidental, or consequential damages. This paragraph limits the liabilities arising from the Services under any Order and is a bargained-for and material part of the business relationship with Client. Client acknowledges and agrees that EMPIST would not provide any Services under any Order unless EMPIST could rely on the limitations described in this paragraph. Indemnification. Each party (an “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (an “Indemnified Party”) harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the Indemnifying Party’s breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be retained at the Indemnifying Party’s sole cost, and (ii) the Indemnified Party’s counsel shall be the ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld. Representations and Warranties. Each Party represents and warrants to the other Party that (1) the Party has full authority to enter into this Agreement and perform its obligations hereunder, (2) the Party’s performance of its obligations shall not constitute a breach or violation of any other Agreement or legal obligations to which a Party is bound; and (3) each Party shall perform its obligations in full compliance with all applicable laws, regulations, ordinances or licenses. Authorization. Client acknowledges that the person signing this Agreement on its behalf is authorized to do so and may bind Client to all the covenants, terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of Client. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.