This Professional Services Agreement (this "Agreement") governs Customer's ("Client") acquisition of Professional Services (defined below) from Technology Coast Partners LLC a Florida corporation, with principal place of business at 2100 Coral Way Suite 601, Coral Gables, FL 33145 or its Affiliate specified in a Statement of Work therefore ("TCP").

WHEREAS, TCP is engaged in the business of providing certain information technology consulting services as further described herein, including configuring, managing and hosting as applicable certain third-party software and technology products ("Third Party Products"); and

WHEREAS, Client desires to retain TCP to perform information technology services and functions;

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties have agreed and do agree as follows:

1. Contracted Services.
   1. (a) This Agreement shall apply to the delivery of information technology services, support, and functions as further described in Statements of Work ("SOW") submitted to Client by TCP for approval. Any such approved SOW shall be incorporated herein by reference (the services and functions described in any SOW are hereafter referred to as the "Services"). Absent the execution of a SOW, this Agreement does not, in and of itself, represent a commitment by Client to receive any Services from TCP or pay TCP any fees.
   2. (b) Client acknowledges that material elements of the Services provided under this Agreement are provided by and under the control of third parties, including without limitation the hosting environment, the software platform and third-party networking and connectivity infrastructure, and that TCP does not control such elements. Subject to the foregoing, TCP has established and will maintain commercially reasonable internal controls and risk management procedures for elements within its control to protect Client's computer systems, network devices, and the data processed thereon to which it has access.
2. Term of Agreement. This Supplement commences on the date the Order referencing this Supplement is signed by TCP and continues until the Professional Services are completed.
3. Payment for Services. TCP shall perform Services for Client per the payment terms of the SOW. Payments of invoices for Services are due upon receipt.
4. Travel Reimbursement. Most services will be performed by TCP remotely. If Client believes that travel to its offices or other location is required, Client will reimburse TCP for reasonable travel expenditures or agreed travel rates. For travel by car, maximum IRS mileage allowance rates will be used plus any applicable parking fees and tolls. For travel by train or air, least cost non-stop fares will be invoiced with receipts. For overnight travel, reasonable hotel and meal expenses will be invoiced with receipts. Travel by air and overnight travel will require written authorization by Client.
5. Project Management. TCP estimates certain a percentage of services to be spent on project management. If a project is of a scope that warrants project management time, this estimate will be listed in the SOW pricing schedule. Project management consists of calls and meetings for the purpose of planning and reviewing project progress. Should Client request additional project management and meeting time that incurs project management time beyond the estimated amount, Client will be billed for this time in addition to the estimated time.
6. Ownership of Materials Related to Services. The parties agree that, except as provided in a SOW and except for TCP Property as described below, and subject to the rights of third parties in any Third Party Products, any work product prepared and delivered by TCP in the course of providing Services for Client shall be considered works made for hire and are the property of Client. To the extent that any deliverables to be owned by Client as provided above may not, by operation of law, be works for hire, TCP hereby assigns to Client all right, title and interest in such deliverables. To the extent any work created by TCP in the course of providing Services for Client was derived from prior work by TCP or independently developed by TCP for use generally by its customers ("TCP Property"), TCP shall exclusively retain all right, title and interest to such TCP Property. TCP hereby grants to Client a worldwide, royalty-free, perpetual license to use such TCP Property for its business purposes. Services performed by TCP for Client require the skills and general knowledge of TCP and, therefore, TCP shall retain for all purposes the right to use its know-how, ideas, techniques and concepts used or developed by Systems in the course of providing Services for Client.
7. Independent Contractor. The parties enter into this Agreement as independent contractors and nothing within this Agreement shall be construed to create a joint venture, partnership, partnership, agency, or other employment relationship between the parties. All TCP employees who are assigned to perform services for Client shall be considered to be an employee of TCP only and will not be considered an agent or employee of Client for any purpose. TCP will be solely responsible for payment of all compensation owed to its employees, including all applicable federal, state and local employment taxes and will make deductions for all taxes and withholdings required by law. In no event will any TCP employee be eligible for or entitled to any benefits of Client.
8. Confidential Information. TCP understands and acknowledges that Client may, from time to time, disclose to TCP information that is confidential or proprietary to Client ("Confidential Information"). TCP agrees to hold such Confidential Information in confidence and to use such Confidential Information only in connection with Services rendered to Client. Confidential Information shall not be deemed to include (a) information that is in the public domain through no fault or act of TCP; (b) information that was independently developed by TCP without the use of or reliance on Confidential Information; (c) information that TCP received from a third party under no duty of confidentiality to Client; (d) information that is required in the course of legal or regulatory proceedings; or (e) information that constitutes designs, processes, systems, programs, procedures, inventions and formulae which have been created, produced or delivered by TCP during the term of this Agreement that are general in nature and are a part of TCP normal offered services and products. 
9. No Solicitation of Employees. During the term of this Agreement and for a 6 month period thereafter, neither party shall solicit, hire, or contract with any personnel of the other party who was involved directly with any of the Service under this Agreement or any SOW, except as agreed to in writing by the parties. The foregoing restriction does not apply to any personnel who responds to an advertisement of general circulation without solicitation.
10. Warranties. TCP makes no warranty with respect to the suitability, functionality or features of any Third Party Product, including without limitation third party API's (Application Programming Interfaces), provided to Client. Client's rights and use of such Third Party Product is subject to the licensing agreement thereto. TCP warrants that all Services performed for Client will be performed in accordance with the general standards and practices of the information technology industry in existence at the time the Services are being performed, in a professional and workmanlike manner, and in accordance with applicable law. TCP further warrants that when finally delivered to Client and for a period of ninety (90) days thereafter, deliverables will substantially conform to the respective written specifications. TCP is not responsible for any breach of the foregoing warranties caused by Client's data, third party software, hardware or systems, or any modification to the Services not performed by TCP. In the event of breach of the foregoing warranties, TCP will, at Client's request (i) re-perform the nonconforming Services to make them conforming within thirty (30) days (or other mutually agreed upon time) and (ii) refund the portion of the fees relating to any Services that could not be made conforming. The foregoing is Client's sole and exclusive remedy for breach of warranty by TCP. TCP MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OR WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DOES NOT GUARANTEE THAT THE SERVICES WILL NE COMPLETELY ERROR FREE.
11. Termination. Either party may terminate this Agreement ("Termination") at any time for any reason by providing written notice sent by overnight courier, signature required or certified mail to the other party's address set forth above, which termination shall have immediate effect. In the event that there is a continuing need for any Services identified in a SOW after Termination and Client requests, in writing, to have TCP complete the Services, this Agreement will automatically renew for the period of time that it takes for the completion of such Services, at which time it shall automatically terminate. Termination by either party shall not affect Client's obligation to pay for (i) Services rendered by TCP to Client prior to the date of Termination, (ii) Third Party Product software licenses or subscriptions, which are non-refundable, or (iii) any other amounts that are due and owing from Client to TCP prior to Termination. Upon Termination, TCP will make available to Client any completed work product paid for by the Client. If requested by Client, TCP will use its commercially reasonable efforts to refer a replacement services company to Client.
12. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement. This agreement shall be governed by the laws of the State of Florida without regard to its conflict of law rules.