1. YOUR RELATIONSHIP WITH SURETECH.COM

Use of SureTech.com services (“Services”), including any one or more of the following: (1) online services, (2) managed third-party services and (3) consulting services, by your or your Company (“Client”), is subject to the terms of the following legal agreement between Client and Topaz Group Ventures, Inc., a New York corporation doing business as “SureTech.com” (“Provider” or “SureTech.com”).

Unless otherwise specifically agreed in writing with SureTech.com, Client’s agreement with SureTech.com will always include the terms and conditions set out in this Master Services Agreement (the “Agreement”). The Agreement forms a legally binding contract between Client and SureTech.com in relation to Client’s use of the Services. Accordingly, it is important that Client take the time to read this carefully.

2. ACCEPTING THE TERMS

Services shall be contracted for by a “Statement of Work” (defined below) or other subsequent written arrangement or course of conduct by the parties. However, in order to use the Services, Client must first accept this Agreement, and the performance of and payment for Services will be governed by this Agreement. Client may not request or use the Services if Client does not accept this Agreement.

Client can accept this Agreement by either:

• Clicking to accept this Agreement and registering with SureTech.com wherever this option is made available to Client by SureTech.com in the user interface for any Services; or
• by actually using any Services, in which case, Client understands and agrees that SureTech.com will treat Client’s use of the Services as acceptance of this Agreement from that point forward.

However, this Agreement shall not be binding upon Provider unless until acknowledgment of receipt and acceptance is given by Provider to Client.

Client may not use the Services and may not accept this Agreement if (a) Client is not able to form a binding contract with SureTech.com, or (b) Client is barred from receiving the Services under the law of the United States or any other applicable law. Before continuing, please print or save a local copy of this Agreement for your records.

3. SCOPE OF SERVICES

To the extent ordered through a Statement of Work or otherwise by authorized representatives of Client and Provider, Provider may providein its sole and absolute discretion some or all of the following Services:

Online Services

Provider may make available to Client hosted internet services, including TopazPort™, on industry-standard (or better) internet servers connected by a multi-redundant network to a major internet backbone, and will maintain network and hardware monitoring and maintenance services 24 hours a day, 7 days a week.

Managed Third-Party Services

Provider may make available to Client third-party services and products from sources Provider believes to be reliable and of commercial or professional grade.

Consulting Services

Provider may render consulting Services and deliver customized materials (“Deliverables”) in accordance with Statements of Work (each, a “SOW”) as agreed to in writing by the parties, to be numbered sequentially. Without limiting the foregoing, Provider will review the Deliverables with Client’s personnel on a regular, ongoing basis as set forth in each SOW or as otherwise agreed upon by the parties. This Agreement shall govern the performance of and payment for Services that are the subject of a SOW; to the extent reasonable to do so, the terms of this Agreement and the content of any SOW shall be construed as consistent and complementary; in the case of an irreconcilable conflict, however, the terms of a SOW shall apply to Services performed or to be performed under that SOW (but not other SOWs).

In addition to the Services set forth in each SOW, Provider will provide such additional services as Client may request from time to time verbally or in written work authorizations that specify agreed-upon Deliverables (“Additional Services”). Wherever reasonable and appropriate, Provider will endeavor to summarize Deliverables for Additional Services in written emails sent to Client in advance of performing the Additional Services. All Additional Services shall be deemed rendered pursuant to and in accordance with the terms of this Agreement.

4. SERVICE FEES AND HOURLY RATES

Client is responsible for reviewing and being aware of the Schedule of Fees (the “Schedule of Fees”), attached or listed at www.SureTech.com – the “SureTech web-site”), as it may be updated and provided to Client in the future, directly or by posting at the SureTech web-site. The Schedule of Fees is subject to change in Provider’s discretion. Provider will notify Client via email at least 30 days prior to the effectiveness of any change to the Schedule of Fees as applicable to Client.

Online Service Fees

Client agrees to pay Provider each month, in advance, the current fee listed in the Schedule of Fees for each Online Service requested by Client and provided to Client by Provider (the “Subscriber Fees”).

Custom Web-Sites, Custom Web Services, and TopazPort™ portal service

For certain websites and web services offered by Provider, Provider will maintain an auditable record of each unique user IP address that visits Client’s Web Site or Web Service in any 30-minute period (each, a “User Session”). If the Subscription Fee includes a minimum number of User Sessions per month (“Included Usage Limit”), as listed in the then current Schedule of Fees, then upon completion of Client’s free-trial period, if any, as consideration for hardware, infrastructure and bandwidth costs, Client agrees to pay an additional fee per User Session in excess of the Included Usage Limit at the end of each month (“Expanded Usage Fees”), as listed in the current Schedule of Fees.

Professional Consulting Services Fee

Subject to the terms hereof, Client will pay Provider the fees set forth in each SOW as well as the fees due for any Additional Services according to the current Schedule of Fees.

Payment Terms

Provider shall render invoices to Client each month for The Services as approved by Client. Provider shall maintain reasonable and adequate documentation substantiating all charges reflected thereon. Invoices shall be due and payable net fifteen (15) days from the date of delivery of the invoice to Client.

Payment for Services will be made in US dollars by a valid credit card accepted by Provider, or by any other means approved by Provider. Client warrants that the credit card number and information provided is and will be a valid credit card number belonging to Client with available credit sufficient to pay the fees for the Services; if Client cancels this credit card or it is otherwise terminated, Client will immediately furnish Provider with a new valid credit card. Client authorizes Provider, from time to time, to undertake steps to determine whether the credit card provided to us is valid, and to access and investigate the credit rating of Client.

Client hereby authorizes Provider to charge Client’s credit card for agreed upon and due amounts on a regular monthly basis beginning at the end of the free-trial period, if any. If Provider is for any reason unable to effect automatic payment via Client’s credit card, Provider will attempt to notify Client via email and access to Services may be disabled and/or discontinued at Provider’s sole discretion until payment is received. In addition late balances will accrue late charges of $110 plus three percent (3%) of the late balance per month payment is late, or the maximum amount allowed by law, whichever is less. In addition, if Client fails to pay any amounts payable under this Agreement, then Client shall be responsible for all costs of collection, including reasonable legal fees.

Amounts paid for Services are not refundable.

5. CLIENT SATISFACTION

Provider strives for total client satisfaction. If and whenever Client is uncomfortable or dissatisfied in any way with the Services, Provider encourages Client to reach out to Provider promptly with its concerns, problems, and the like, so that the parties can work together to resolve those issues in a mutually acceptable manner. If at any time Client is not satisfied, Client may decline to continue subscription to the Online Services or to accept receipt of any Deliverables and also decline to make payment for any Deliverable promptly declined and not used (and returned to the extent tangible or otherwise practicable). No payment will be due and no charges will be made to Client’s credit card for any Deliverables or Services so declined by Client. Declining payment for unsatisfactory Deliverables or Services is the exclusive remedy for any unsatisfactory Deliverable or Services or for any breach or other default by Provider with respect to any Services provided or to be provided under this Agreement. Client agrees to explicitly and promptly notify Provider in writing of any declined Service and that Client’s acceptance, retention, or utilization of Services constitutes acceptance of the Services as satisfactory and of the corresponding obligation to pay for those Services as agreed.

6. RETURN OF MERCHANDISE, REQUIRED AUTHORIZATION

1. Client must call Provider’s service desk for authorization prior to the return of any product, to receive a Return Merchandise Authorization (“RMA”) number. RMA issuance is dependent upon each manufacturer’s return policy.
2. No return will be accepted without an RMA number. All requests for any return must be called in within fourteen (14) days of the date product is delivered to Client. Any custom or special order, including but not limited to PC and Router configurations and discontinued merchandise, cannot be returned. All defective products, unless otherwise stated, will be returned directly to the manufacturer per the manufacturer’s warranty policy. The returned merchandise must be received at Provider’s offices at 332 Wall Street, Princeton, NJ 08540 no later than seven (7) business days from the date of RMA issuance.
3. Do not write addresses or RMA numbers on the outside of the manufacturer’s boxes. Client is responsible for retaining all manufacturers’ boxes, packing material, manuals and CDs. All products must be shipped freight prepaid and insured factory sealed in the original carton with all hardware, software, manuals, cables, etc., intact.
4. Provider reserves the right to have a Provider support specialist verify all defective products.
5. Upon receipt of the product and processing of the proper documentation, appropriate credit will be issued.
6. Due to the price fluctuation, all product returns are subject to current pricing upon receipt by Provider and/or a minimum 15% restocking charge.

7. RESTRICTIONS AND RESPONSIBILITIES

This is an Agreement for Services and Client is not granted a license to any software by this Agreement. Any software used in connection with the performance of Services shall be considered an instrument of service.

Client is responsible for communicating clear and concise Deliverable requests; for reading and understanding confirmation email notifications; and for paying billable amounts upon receipt of invoice each month.

Client agrees to provide a single “Project Coordinator” to coordinate Client materials gathering, approvals, work comments and scheduling for any SOW or Additional Services.

8. OWNERSHIP OF MATERIALS AND CREATIVE WORK

Custom Graphic Design

Unless otherwise specified in writing, an exclusive and Client-transferable license to use any graphic designs custom created by Provider for Client under this Agreement is hereby granted to Client by Provider for as long as this Agreement remains in good standing, or upon payment in full of all billable amounts if the Service is terminated.

Custom Photography

All photographs taken by Provider used on the website are granted license for world-wide use on the Client website only. Additional use in print or other electronic formats is subject to separate agreement and reasonable and customary use fees. Provider Materials Except as otherwise specifically set forth in this Agreement, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; (v) all divisions, continuations, reissues, renewals, and extensions of any of the foregoing now existing or hereafter filed, issued, or acquired; and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Provider Services identified herein (“Provider Intellectual Property ”) are owned by Provider or its licensors, and Client agrees to make no claim of interest in or ownership of any such Provider Intellectual Property. To the extent that Client requests any “Derivative Work” (that is, any work that is based upon one or more preexisting versions of a work provided to Client, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted, and any other work so defined under applicable law), such Derivative Work shall be owned by Provider and all right, title, and interest in and to each such Derivative Work shall automatically vest in Provider. Provider shall have no obligation to grant Client any right in any such Derivative Work.

Client will not, directly or indirectly: reverse engineer, disassemble, decompile, or otherwise attempt to discover the Provider Intellectual Property or make any attempt to obtain source code to the Provider Intellectual Property; or remove any proprietary notices or labels from the Services or any software; or modify, translate, or create derivative works based on the Services or any software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any software.

Client acknowledges that no title to or other interest in the Provider Intellectual Property is transferred to Client, and that Client does not obtain any rights, express or implied, in the Provider or its Services, other than the rights expressly granted in this Agreement.

Client Materials

Client materials, including all copy, designs and data provided by Client to Provider will remain the sole and exclusive property of Client or its affiliates and vendors, including, without limitation, all user and organizational data, copyrights, and trademarks. Nothing in this Agreement shall be construed to grant Provider any ownership right in, or license to, Client materials except a license to use such materials as necessary only to fulfill Provider obligations within the scope of this Agreement.

Third Party Licenses

Artwork, software, services or any creative material sourced or procured from third parties by Provider is licensed only for the terms of use specified by Provider or third-party licensor for the material or service delivered. Acquisition of rights or license for any additional use is the sole responsibility of Client. License or rights of use for any service or material supplied by Client shall be the sole responsibility of Client unless rights acquisition by Provider is specifically requested and purchased as an additional Deliverable.

Client agrees to abide by all third-party licenses acquired or utilized by Provider on behalf of Client.

9. CONFIDENTIALITY

Client and Provider may, during the course of the Services, have access to and acquire knowledge from materials, data, systems, and other information of or with respect to Client or Provider or clients or customers of Client or Provider, which may not be known to the general public (“Confidential Information”).

Client and Provider agree that each will not use, publish, or divulge to any person, firm, or corporation any Confidential Information belonging to the other party without prior written approval of the other party, both during the term of this Master Services Agreement and for at least five years thereafter.

Provider will not use Client user lists or any other Confidential Information for any purposes other than those intended with the Services or as required by law.

The terms of this Agreement as well as details of web-application services are confidential and may not be disclosed to anyone except as expressly required necessary for fulfillment of Client responsibilities in this Agreement. Client and Provider agree that use of either party’s logos or service marks and/or a summary of responsibilities under this Agreement on Client and Provider web-sites, in a manner subject to mutual approval, shall not violate this confidentiality obligation.

10. ONLINE SERVICES PARTICIPATION

Client acknowledges and agrees that Online Services may add, to the header or footer of web pages utilizing those Services, a brief explanatory mention such as “Powered by” with a word link to Provider’s description of the Online Service.

11. DISCLAIMER OF WARRANTIES

CLIENT AGREES THAT USE OF AND RELIANCE ON PROVIDER SERVICES ARE ENTIRELY AT CLIENT’S OWN RISK. CLIENT AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS IS” AND AS-AVAILABLE BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS, CONDITIONS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT MAKE ANY WARRANTY, TERM, CONDITION OR REPRESENTATION THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE; NOR DOES PROVIDER MAKE ANY WARRANTY, TERM, CONDITION, OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM PROVIDER OR THROUGH PROVIDER’S SERVICES SHALL CREATE ANY WARRANTY, TERM, CONDITION, OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROVIDER OR PROVIDER’S AFFILIATES OR ANY OF THEIR RESPECTIVE VENDORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE SERVICES AND/OR THE FAILURE TO PROPERLY PERFORM THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Provider’s aggregate LIABILITY FOR ALL CLAIMS ARISING OUT OF and/or in any way related to the subject matter of this agreement shall be limited to the lesser of (1) Actual damages of Client, (2) amount of fees paid by Client to Provider under this agreement during the preceding three months, or (3) One Thousand United States Dollars (US$1,000).

Any claim with respect to Services provided or to be provided under this Agreement (including, without limitation, any SOWs or other authorizations for work) must be presented in writing to Provider within a reasonable time, and in no event longer than sixty (60) days after the event for which the claim is presented; and no action or other proceeding may be maintained against Provider unless such action or other proceeding is commenced within six (6) months after the date on which any such written claim is made.

13. MODIFICATIONS TO THIS MASTER SERVICES AGREEMENT

Except as otherwise specifically provided herein, Client agrees, during the term of this Agreement, that Provider may: (i) amend the terms and conditions of this Agreement; and/or (ii) modify or otherwise change components of the Services that may be provided pursuant to this Agreement. Any amendments will be effective thirty (30) days after written notification is sent to Client by email, or upon the mutual agreement of the parties to modify the terms of the Agreement in a writing signed by both parties hereto. By continuing to use Provider services after receiving notice of amendment to this Agreement, Client agrees to be bound by the Agreement as amended. No employee, contractor, agent or representative of Provider is authorized to alter the terms and conditions of this Agreement without a formal document specifically referring to this Agreement (and any specific provision being altered) duly signed by Provider.

14. SERVICE TERMINATION

This Agreement can be terminated upon 30 days’ prior written notice by Client; but the terms of this Agreement shall continue to apply to Services rendered prior to the effective date of termination. All sums due or to become due to Provider will be immediately due and payable upon such notice being given by Client.

Client agrees that non-payment of billable charges when due shall constitute, at Provider’s sole discretion, a Client request to terminate Services.

Provider may terminate Services under this Agreement for any reason with 3 months’ prior notice to Client and good-faith efforts during the notice period to assist Client with any Client efforts to maintain uninterrupted operations after service is terminated. Notwithstanding the foregoing, Provider shall have the right in its sole and absolute discretion to immediately terminate this Agreement and discontinue any all Services hereunder in the event of a material breach by Client of the terms of this Agreement, which breach includes without limitation any non-payment, in whole or in part, of any invoice or other amounts due hereunder, which shall remain uncured for ten (10) days or more after Provider's delivery of a notice thereof to Client.

The confidentiality obligations of Provider and Client specified herein shall survive the expiration or termination of this Agreement for as long as practicable, but not less than two years.

15. NON-SOLICITATION

During the term of this Agreement, and for a period of twelve (12) months thereafter, Client agrees not to, directly or indirectly, solicit, recruit or employ any employee of Provider without the prior written consent of the chief executive officer of Provider. Client acknowledges that its failure to honor this non-solicitation provision could result in Provider suffering irreparable harm. As the exact amount of such damages cannot be readily quantified, upon a breach of this non-solicitation provision, Client shall pay to Provider, as liquidated damages (and not a penalty), the sum of $50,000 for each such breach. Neither the existence of that liquidated-damages provision nor payment of liquidated damages for any such breach in any way limits Provider’s additional right to seek injunctive or any other equitable remedies respecting any such breach or continuing breach. In addition, during the term of this Agreement, and for a period of twelve (12) months thereafter, Provider agrees not to, directly or indirectly, solicit, recruit or employ, any employee of Client without written consent from Client.

16. FORCE MAJEURE

Provider shall not be liable for nonperformance, delay, errors, data loss, and/or any other loss or damage caused in whole or in part by any event beyond Provider's reasonable control, including, but not limited to acts of God, war, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, breakdown of plant or machinery, default of suppliers or sub-contractors, epidemics, fire, flood, earthquake, storm, force of nature, explosion, embargo, or any law, proclamation, regulation, ordinance, or other act or order of any court, government, or governmental agency.

17. INDEPENDENT CONTRACTOR

The relationship of Provider and Client established by this Agreement is that of independent contractors (and not, without limitation, any employment relationship), and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other; (ii) deem the parties to be acting as partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking, or as having a fiduciary duty toward one another; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

18. NOTICES

Any notice or other similar communication required or permitted hereunder shall be in writing or contemporaneously confirmed in writing and may be sent by any conventional and reasonable means, including without limitation by email, facsimile transmission, or other method of electronic communication, to one or more of the respective principals and/or employees of the party regularly dealing with matters relating to the subject matter of this Agreement; provided, however, that any notice (x) alleging a breach or default, or an event or condition that if not remedied or cured would become a breach or default, on the part of the other party to this Agreement, or (y) terminating or purporting to terminate this Agreement, or (z) declining or rejecting any Deliverable or Service, must be sent by (i) personal delivery; (ii) established overnight courier; or (iii) certified or registered mail, return receipt requested, addressed and delivered, (a) in the case of Provider, to SureTech.com, Topaz Group Ventures, Inc., 332 Wall Street, Princeton, NJ 08540, USA, Attention: President], and (b) in the case of Client, to it at the address and to the attention of the person or office listed in the information furnished by Client in connection with Client’s acceptance of this Agreement. Either party may change its contact person for notices and/or address for notice by means of notice to the other party given in accordance with this section.

19. DISPUTE RESOLUTION

In the case of any disputes or claims under or otherwise concerning this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.

Any dispute or claim arising out of or relating to this Agreement, or the breach thereof, which cannot otherwise be resolved informally as provided above shall be resolved by arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction. The arbitration tribunal shall consist of a single arbitrator mutually agreed by the parties, or in the absence of such agreement within thirty (30) calendar days from the first referral of the dispute to the AAA, designated by the AAA. The place of arbitration shall be New York, New York, USA, unless the parties shall have agreed to another location within fifteen (15) calendar days from the first referral of the dispute to the AAA. The arbitral award shall be final and binding. The parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (iv) to enforce any decision of the arbitrator, including the final award.

The arbitration proceedings contemplated by this section shall be as confidential and private as permitted by law. To that end, the parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this section, and materials submitted in connection with such proceedings shall not be admissible in any other action or other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law.]

20. GOVERNING LAW

Any disputes related to the Services provided pursuant to this Agreement shall be governed in all respects by and construed in accordance with the laws of the State of New York, United States of America, excluding its conflict-of-laws rules.

21. INTERPRETATION; MISCELLANEOUS

Client may not, without the prior written consent of Provider, assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a material default of this Agreement and shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, and permitted assigns. None of the provisions of this Agreement shall be deemed waived or modified, except by an instrument in writing specifically doing so and duly executed by the party against whom enforcement of such waiver or modification is sought to be enforced. If any words or phrases in this Agreement have been stricken out or otherwise eliminated (in a rider or similar addendum, a SOW, or otherwise), whether or not any other words or phrases have been added, this Agreement shall be construed as though the words or phrases so stricken out or otherwise eliminated were never included in this Agreement, and no implication or inference shall be drawn from the fact that those words or phrases were so stricken out or otherwise eliminated. This Agreement is solely to establish various rights between the parties to this Agreement, and no “third-party” or other person shall be entitled to any rights or benefits from this Agreement or to rely on this Agreement in any way. This Agreement shall be construed fairly without regard to any presumption or other rule requiring or permitting inference or construction against the party causing this agreement to be drafted. Section headings are inserted for convenience of reference only and are not intended to be part of or to affect the meaning this Agreement.

22. SEVERABILITY

The terms of this Services Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law and consistent with the original intentions of the parties; and the remaining terms and provisions will remain in effect.

23. ENTIRE AGREEMENT

This Agreement, including agreed upon SOWs, is entered into in good faith by Client and Provider and constitutes the entire understanding and agreement between Provider and Client with respect to the Services contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement, or communication between Provider and Client concerning the subject matter hereof.

Copyright 2008, Topaz Group Ventures, Inc. All Rights Reserved.