MASTER SERVICES AGREEMENT

This AGREEMENT (hereinafter “Agreement”)  is entered into and effective upon the Client’s Submittal Date to 4C Solutions’ Platform, and is made by and between the Client (hereinafter “Company”) and 4C Solutions, LLC, a Colorado limited liability company, (hereinafter “Consultant”), whose business address is 1298 Main Street, Building A, Suite 4190, Windsor, CO 80550.

WHEREAS, Company wishes to engage the services of Consultant for the purpose of identifying and providing Infrastructure professionals, and/or other personnel, to work on the Company’s pending, ongoing, and temporary, needs and requirements, as specified in Work Orders issued to Consultant by Company in substantially the form attached as Exhibit “A”.

WHEREAS, Consultant desires to provide Company its Sub-Consultants (hereinafter “Sub-Consultant(s)”) for designated services to the Company, subject to, and according to the terms, conditions and limitations of this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, Company and Consultant agree as follows:

1. WORK REQUEST AND SCOPE OF WORK ACCEPTANCE.  During the term of this Agreement and any extensions thereof, the Company will issue Work Orders, in the form attached hereto as Exhibit “A”, setting forth the budget and estimated engagement duration, and which shall, in each case, generally define the qualifications and duties for such Sub-Consultant(s) of Consultant’s to be selected by the Company.  Company shall have secured access to Consultant’s web portal to view and select qualified Sub-Consultant(s) to perform services for Company.  Company shall communicate its written selection of Consultant’s Sub-Consultant(s) upon Work Order by authorized signature, and Consultant shall proceed immediately to engage the Sub-Consultant(s) as per the Work Order.
2. RATES. Upon identifying a Sub-Consultant(s) from Consultant’s platform, Company’s authorized representative may directly contact the Sub-Consultant(s) thru Consultant’s portal to negotiate the hourly rate, daily rate and/or monthly retainer fee to be received by Sub-Consultant(s) for the Work (“Sub-Consultant’s Rate”).   The mutually agreed upon, and approved, Sub-Consultant’s Rate. An additional Fifteen Percent (15%) of the total Work Order Compensation and approved Expenses shall be added to the invoice as Consultant’s Fee, as set forth in a Work Order generated by the Company and delivered to the Consultant.  Upon mutual agreement, and approval of Terms, the Company shall execute the Work Order and engage the Sub-Consultant(s) of Consultant to perform the delineated Work. Each Work Order shall be effective upon the date of submittal and mutual acceptance.
3. TERMS OF PAYMENT. Consultant shall submit invoices to Company, referencing Company’s authorized representative’s Work Order(s) approval, not less frequently than twice monthly, which shall itemize the charges referring to the Work Order(s), and shall have appended supporting documentation as may be required for substantiation.  All invoices are due when submitted. Any payments not received within Thirty (30) Days of date of submission shall accrue interest at the rate of 1.5% per month, compounded monthly until paid. There shall be no retainage by Company of any portion or percentage of invoices submitted by Consultant. In the event of a disputed charge, for any reason, only the specified amount(s) in question or dispute may be withheld by Company from payment until such time the dispute has been resolved by mutual agreement. If payment is more than Sixty (60) Days past due for any invoice submitted, then Consultant shall be entitled to suspend its further performance.  In the event Company cures payment as provided in Section 6(b) (iii), then Company agrees to pay any additional costs for recommencement of work pursuant to this provision.
4. OWNERSHIP OF CONSULTANT’S WORK PRODUCT. Consultant shall retain ownership of its work product and of the work product furnished by its Sub-Consultant(s) until such time as the Work is completed in its entirety and Consultant receives all payments due under this Agreement.
5. INSURANCE. Consultant shall maintain, during the term of this Agreement, general liability insurance, current certification of which is attached as Exhibit “B.”  In the event Company requires additional insurance to be carried by Sub-Consultant(s), such requirement shall be noted within the Work Order, the cost of the additional insurance shall be borne by the Company and shall be an additional expense paid by the Company hereunder. Sub-Consultant(s) shall furnish upon requirement such certificates of insurance to Company evidencing the secured additional insurance.
6. TERMINATION. The Term of any Work Order shall be from the date of mutual acceptance until the first to occur of:

   6.1 The substantial completion of services as defined in Work Order and receipt of final payment under the Work Order; or,

   6.2 Thirty (30) Days after Company’s delivery of written notice to Consultant of its intention to terminate; or,

   6.3 Ten (10) Days after Consultant’s delivery of written notice to Company of its intention to discontinue Work as of a date certain pending receipt of payment due; or,

   6.4 In the event of a catastrophic physical event which substantially and permanently frustrates the purpose of the engagement (renders it substantially useless).

7. EARLY TERMINATION. Upon any termination earlier than the substantial completion of all work set forth in the Work Order (“Early Termination”) the Consultant shall submit its final invoice which shall include an itemization of all Work not previously invoiced through the date of Early Termination and, if early termination is at the request of the Company, may include an amount representing the actual additional cost and expenses incurred due to early termination (“Demobilization Costs”).
8. NOTICES. All notices shall be in writing.  Such notices shall be deemed delivered upon the actual date of email or transmittal by mail to the physical address listed below:

   Email: COO@4c.solutions
   Mail: 4C Solutions, LLC
   1298 Main Street
   Building A, Suite 4190
   Windsor, Colorado 80550

9. GENERAL TERMS AND CONDITIONS

   8.1 Sub-Consultants.  Company is solely responsible for the selection and approval of the Sub-Consultant(s) assigned to Work Orders under this Agreement and of Sub-Consultant(s) retention and rates.  Consultant shall not be responsible for the quality of performance and/or deliverables provided under this Agreement for services on behalf of Company by its Sub-Consultant(s), which are of Company’s choosing and direction.

   8.2 Warranty.  The only warranties with respect to the Work shall be the warranties, if any, of Sub-Consultant(s), which shall inure to the benefit of Company. Company shall solely look to the Sub-Consultant for warranties with respect to the work. Company shall direct and supervise the Work of Sub-Consultant(s) absent express agreement otherwise in an accepted Work Order. Consultant’s sole warranty shall be to invoice according to the specifications of accepted Work Orders according to this Agreement, and shall comply with all valid, applicable federal, state and local laws, ordinances, codes and regulations.

   8.3 Non-Circumvention. The Company shall not, at any time prior to 12 months after the completion or termination of final Work Order(s), without the prior written consent of the Consultant, which consent the Consultant may withhold at its sole discretion, directly or indirectly, engage Sub-Consultant(s) for services except by Work Order under this Agreement.  In the event Company chooses to directly or indirectly engage the services of Consultant’s Sub-Consultant(s) to perform services for Company or any affiliated Company or enterprise of Company, outside of this Agreement, at any time prior to 12 months following Sub-Consultant’s engagement, through Consultant, for Company under this Agreement, then Company agrees it shall pay a one-time fee equal to Twenty Percent (20%) of the annualized gross compensation paid to Sub-Consultant(s) during such period. The one-time fee shall be due and payable upon initial engagement of the Sub-Consultant(s) outside of this Agreement.

   8.4 Governing Law and Dispute Resolution.  The Agreement shall be governed by and interpreted according to the laws of the State of Colorado.  In the event either party brings an action at law or inequity to enforce this Agreement or any of its terms, the Parties agree that such claims shall be referred, first to professional Mediation for the purpose of resolution in mutual good faith, with failure to mediate resulting in mandatory arbitration before a single arbitrator, and if the parties are unable to agree on a single arbitrator each shall pick its own arbitrator and those two shall pick a third, which person shall become the sole arbitrator to determine the matter.  In such a proceeding the arbitrator shall reasonably limit the scope and number of depositions and other discovery solely to the material facts at issue in dispute and to not unduly dilate the proceedings or to delay the hearing and determination of the dispute. The hearing shall be commenced within Thirty (30) Days of service of the Arbitration Demand and the award shall be entered within Thirty (30) Days of the first day of hearing; in any event, the substantially prevailing party in any such action shall be awarded its itemized receipted and reasonable attorney’s fees up to, but not to exceed, $10,000, its itemized receipted expert witness fees, up to, but not to exceed $2,500, and other actual receipted expenses incurred, including accrued compounding interest at 1.00% per month, accruing from the date of the determination through the date of collection. In addition, each Party shall pay and be responsible for 50% of all Arbitration fees.

   8.5 Confidentiality.  Company and Consultant shall exercise its good faith best efforts to prevent disclosure of any confidential information or trade secret information which is provided to either, or which may otherwise be acquired regarding any Project, the Work or proprietary to either’s business operations.  Company and Consultant shall require, as a condition of Sub-Consultant’s engagement, that it acknowledges and observes this confidentiality provision.

This MSA will not be active until such time you are notified that 4C Solutions, LLC has accepted this MSA by approval of access for your Client account on the 4C Solutions website.