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Service Agreement

Service Agreement

1. DESCRIPTION OF SERVICES Upon signed execution of this Contract by both parties and receipt of payment due for services (collectively, the "Services"), Cyber Job Central, LLC. will provide to Recipient the following Services:


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2. PAYMENT Payment shall be made to Provider in the total amount of $5,000.00
upon execution of this Contract. Recipient shall pay all costs of collection, including
without limitation, reasonable attorney fees. In addition to any other right or remedy
provided by law, if Recipient fails to pay for the Services when due, Cyber Job Central, LLC. Has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.

3. TERM This agreement will begin on the Effective Date and will continue for an Initial Term of 12 (twelve) months from the Effective Date. Except as otherwise provided in the Agreement, this Order Form is non-cancellable by Client after the Effective Date and all Subscription Fees paid or due during the Initial Term (or any Renewal Term where applicable) are non-refundable. This Order Form will continue for a subsequent one (1) year period (the "Renewal Term") thereafter unless either Party provides the other Party written notice of termination at least sixty (60) days prior to the expiration of the Initial Term, or a Renewal Term, as applicable. Supplier reserves the right to modify the Subscription Fee at the later of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual anniversary of that date thereafter, and may increase the Subscription Fee by an amount not to exceed five percent (5%) after the conclusion of a current term to become effective upon the next Renewal Term by providing Client written notice at least forty five (45) days prior to the end of the then current term.

4. CONFIDENTIALITY Provider, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Recipient of these confidentiality obligations which allows Provider to disclose Recipient's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

5. DEFAULT The occurrence of any of the following shall constitute a material default under this Contract:


a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general
assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

6. REMEDIES In addition to any and all other rights a party may have available
according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

7. FORCE MAJEURE If performance of this Contract or any obligation under this
Contract is prevented, restricted, or interfered with by causes beyond either party's
reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

8. DISPUTE RESOLUTION The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Contract will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

9. ENTIRE AGREEMENT This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

10. SEVERABILITY If any provision of this Contract will be held to be invalid or
unenforceable for any reason, the remaining provisions will continue to be valid and
enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

11. AMENDMENT This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

12. GOVERNING LAW This Contract shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.

13. NOTICE Any notice or communication required or permitted under this Contract
shall be sufficiently given if delivered in person or by certified mail, return receipt
requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

14. WAIVER OF CONTRACTUAL RIGHT The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

15. ATTORNEY'S FEES TO PREVAILING PARTY In any action arising hereunder or any separate action pertaining to the validity of this Contract, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

16. CONSTRUCTION AND INTERPRETATION The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

17. ASSIGNMENT Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representatives as of the date first above written.