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BLUE RIBBON NETWORK AGREEMENT

Effective DateNetwork Member NameNetwork Member’sPrincipal Place of Business

This Blue Ribbon Network Agreement (“

Agreement

”) is made and entered into as of the Effective Date set forth above by andbetween Blue Ribbon Network LLC, a Texas limited liability corporation, with its principal place of business at 7020 Portwest Drive, Suite150, Houston, Texas 77024 (“

Blue Ribbon

”) and the Network Member specified above (herein referred to as “Contractor”).

WHEREAS

, Blue Ribbon or its affiliate, Blue Ribbon Legal LLC (“BR Legal’), has certain valuable “Customer Contacts,” marketingopportunities, and administrative efficiencies;

WHEREAS,

the Customer Contacts of Blue Ribbon are of value to Contractor;

WHEREAS,

it is of mutual value for Blue Ribbon and for its Customer Contacts to work with Contractor so that Contractor may providecertain services, products, and goods (“Services/Goods/Products”), as needed and required by Blue Ribbon and/or its Customer Contacts, tothose Customer Contacts;

WHEREAS

, it is likewise of value for Contractor to work with Blue Ribbon and its Customer Contacts to providethose Services/Goods/Products, as needed and as requested by Blue Ribbon and/or its Customer Contacts;

WHEREAS

, the parties further envision that, as a result of the Blue Ribbon Network, Contractor may also enjoy further value fromrelationships that may be developed with other Blue Ribbon Network Members (other Contractors who have or will join the Blue RibbonNetwork, as Contractor has);

WHEREAS

, Contractor and other Network Members may provide opportunities for additional work among the Network Members on either asubcontract or referral basis;

WHEREAS,

in light of the value envisioned by both Blue Ribbon and Contractor,

the parties seek to enter into an Agreement

so that

(1) BlueRibbon may have the opportunity (

though not the requirement

) either to contract with Contractor for the provision of Services/Goods/Products to the Blue Ribbon Customer Contracts; or (2) Blue Ribbon, if it chooses, may refer work to Contractor, in returnfor certain referral fee(s), so that Contractor may work directly with the Blue Ribbon Customer Contact(s); and

so that

(3) the Contractor, if itchooses, may take advantage of other marketing and work opportunities, if any arise, through its relationships with other Blue RibbonNetwork Members;

NOW THEREFORE

, in light of the mutual value seen in this arrangement by Blue Ribbon and Contractor, they agree as follows:

1. Overview of the Work and Term

a. Work from Blue Ribbon to Contractor. From time totime during the Term, defined 1(c), Blue Ribbon may requestContractor to perform or provide certainServices/Goods/Products as part of contracts that Blue Ribbonhas with its Customer contracts (“the Subcontractor Work”). Inaddition, Blue Ribbon may refer certain work, projects or contracts to Contractor so that Contractor may perform or provideServices/Goods/Products directly to Blue Ribbon Customer Contacts (“the Referral Projects”). Blue Ribbon has no obligationto request Contractor to perform or provide any suchServices/Goods/Products, as Subcontractor Work, nor is thereany obligation for Blue Ribbon to refer any such work or projectsto Contractor, as Referral Projects. Further, if Blue Ribbonrequests Contractor to perform or provide Subcontractor Work or offers Contractor Referral Projects, Contractor has no obligationto agree to perform or provide any suchServices/Goods/Products. Any request by Blue Ribbon to haveContractor perform or provide Subcontractor Work or ReferralProject pursuant to this Agreement will be set forth in writing in adocument titled “Statement of Work,” example attached asExhibit A. Every Statement of Work shall be governed by thepertinent portions of this Agreement. For each Subcontractor Work, a

tatement of Work will specify theServices/Goods/Products to be performed or provided byContractor, including the specific results to be achieved (if applicable), the start date and the required completion date for the services, or the required delivery date for goods or products,and will become effective only when executed by both parties.For each Referral Project, the Statement of Work shall providethe Contractor sufficient knowledge of the work, service or goodto be provided, along with sufficient contact information for theCustomer Contact, so that Contractor may negotiate theServices/Goods/Products contract on its own

, if it chooses and ispossible

. Provision of a Statement of Work for a Referral Projectis not a guarantee that Contractor will obtain any such work fromthe Customer Contact, as it is up to the Contractor to follow up onany such referral and negotiate (or not) a contract with theCustomer Contact. Payment for these services is specified inSection 3, and the parties understand that Contractor shall pay afee to Blue Ribbon for

all

work that follows from any Customer Contact for whom Contractor works

at any time

, when Contractor is a part of the Blue Ribbon Network. The fees specified below(Section 3) are in recognition for the services and opportunitiesBlue Ribbon Network provides to Network Members, which theywould not have but for being part of the Blue Ribbon Networkb. Work among Network Members.

Similar to thatanticipated work from Blue Ribbon to Contractor (see 1 (a)above)

, from time to time during the Term, defined 1(c), Network

2Members (or other contractors to Blue Ribbon like Contractor)

may

request that Contractor (or

vice versa

) perform or providecertain Services/Goods/Products, either in a subcontractor role or in a referral role.

There is no requirement that either the NetworkMembers or the Contractor offer such opportunities to each other or agree to any such offers from Network Members.

Nonetheless, Contractor understands that, as a part of any suchwork, it shall be responsible for payment to Blue Ribbon of a fee,as specified below (Section 3), in recognition of the services andopportunities it provides to Network Members, which they wouldnot have but for being part of the Blue Ribbon Network.

c. Term. The “Term” will commence on the Effective Dateand will continue for one (1) year,

unless earlier terminatedpursuant to the provisions of Section 7,

and will automaticallyrenew for successive one year periods, unless either partyprovides written notice of its intent not to renew the Agreement atleast sixty (60) days prior to the end of the then-current period.d. Changes in Subcontractor Work. In regard to anySubcontractor Work, if Blue Ribbon wishes to change anyprovisions of a Statement of Work, then Contractor will review theproposed change and determine the feasibility of the change andany effect it will have on the cost and schedule as set forth in theStatement of Work. If agreed, both parties will amend theStatement of Work accordingly.

e. Relationship Manager. If a given project warrants suchcommunication, Blue Ribbon will designate a “RelationshipManager” or principal Blue Ribbon representative for theContractor to discuss any Subcontractor Work. In that instance,the Contractor shall also designate an appropriate RelationshipManager. For any such Subcontractor Work, Contractor shallattend meetings at reasonable times as requested by BlueRibbon, if any are requested.f. Review by Blue Ribbon. As deemed necessary for anySubcontractor Work, Blue Ribbon may review the progress of Contractor’s performance or provision of theServices/Goods/Products at Contractor’s or Customer’s facilities.Contractor will cooperate with Blue Ribbon in performing suchreviews, including, without limitation, providing Blue Ribbon withaccess to all work in progress, documents and other materials,as reasonably requested by Blue Ribbon. Blue Ribbon mayperform any such reviews only during normal business hours byproviding Contractor with reasonable advance written notice. Inperforming such reviews, Blue Ribbon will not interfere undulywith the operation of Contractor’s other business activities, andBlue Ribbon will comply with Contractor’s reasonable safety,security and other policies and procedures.g. Notification to Blue Ribbon - Referral Projects.If Contractor is able to secure an agreement to provide or performany Services/Goods/Products for a Customer Contact referred byBlue Ribbon, then Contractor shall within ten (10) days of acceptance of such contractual obligation provide Blue Ribbonwith a description of any such agreement (including a copy of that agreement) and a list of the Services/Goods/Products to beprovided. This notification requirement applies to all workobtained

at any time

from any Customer Contact referred by BlueRibbon, when Contractor is a part of the Blue Ribbon Network.

For example,

if, after an initial referral of work, Contractor isasked by a Customer Contact to do some other or different work(than that originally referred to Contractor), then Contractor shallnotify Blue Ribbon, per the procedure in this paragraph, and shallpay a fee, as specified below (Section 3), to Blue Ribbon. Theprovision of this information by Contractor to Blue Ribbon shallbe made solely to assist in determining and monitoring therequired referral fees that Contractor agrees to pay to BlueRibbon as a result of any Referral Project (see Section 3). BlueRibbon does not and shall not control or monitor, and it is

not

responsible for, any such Referral Project.h. Notification to Blue Ribbon – Network Member Work.To the extent that any Network Member refers or subcontractswork to Contractor (or vice versa), see 1(b) above, generallyreferred to as “Network Member Work,” then Contractor shallnotify Blue Ribbon in the method described in 1(g) above. Theprovision of this information by Contractor to Blue Ribbon shallbe made solely to assist in determining and monitoring therequired referral fees that Contractor agrees to pay to BlueRibbon as a result of the Network Member Work (see Section 3).Blue Ribbon does not and shall not control or monitor or beresponsible for any such Network Member Work.

2. Relationship of Parties.

a. Independent Contractor Relationship. Whether inconnection with Referral Projects, Subcontractor Work, or theNetwork Member Work, Contractor is an independent contractor of Blue Ribbon and is not a partner, joint venturer, agent or employee of, and has no authority to bind, Blue Ribbon bycontract or otherwise. In regard to Subcontractor Work,Contractor will perform or provide the Services/Goods/Productsunder the general direction of Blue Ribbon, as a primarycontractor to the Customer Contact. However, in regard toSubcontractor Work, Referral Work and Network Member Work,Contractor will determine, in Contractor’s sole discretion, themanner and means by which the Services/Goods/Products areaccomplished or provided, as the case may be, subject to therequirement that Contractor shall at all times comply withapplicable law. Blue Ribbon has no right or authority to controlthe manner or means by which the Services/Goods/Products aredone, provided or completed.b. Independent Tax Liability. Contractor will report asincome all compensation received by Contractor pursuant to thisAgreement to the appropriate taxing authorities. Contractor willindemnify Blue Ribbon and hold it harmless from and against allclaims, damages, losses and expenses, including reasonablefees and expenses of attorneys and other professionals, relatingto any obligation imposed by law on Blue Ribbon to pay anywithholding taxes, social security, unemployment or disabilityinsurance, or similar items in connection with compensationreceived by Contractor pursuant to this Agreement. Contractor will not be entitled to participate in any plans, arrangements, or distributions by Blue Ribbon pertaining to any bonus, stockoption, profit sharing, insurance or similar benefits for BlueRibbon’s employees.c. Insurance Requirements. Contractor will maintainadequate insurance to protect Contractor from the following: (i)claims under workers’ compensation and state disability acts; (ii)claims for damages because of bodily injury, sickness, disease or

3death that arise out of any negligent act or omission of Contractor or its employees; and (iii) claims for damages because of injuryto or destruction of tangible or intangible property, including lossof use resulting therefrom, that arise out of any negligent act or omission of Contractor or its employees.

3. Invoicing and Payment

a. Subcontractor Work from Blue Ribbon. Subject to theterms and conditions of this Agreement, for the performance of the Services/Goods/Products set forth in an executed Statementof Work, Blue Ribbon will pay Contractor the fees agreed upon inthe Statement of Work. Contractor will invoice Blue Ribbon on amonthly basis. Blue Ribbon will pay each properly submittedinvoice no later than sixty (60) days after its receipt.b. Referral Projects from Blue Ribbon to Contractor.Contractor shall pay to Blue Ribbon an amount equal to __________ percent (__%) of the gross total invoice assubmitted to the referred Customer Contact, or, if the parties sochoose, any amount determined in the Statement of Work, if oneexists. Such payments shall be due within sixty (60) days of thesubmission of such invoice to the referred Customer Contact.Contractor shall deliver to Blue Ribbon a copy of each invoice (or an appropriate and agreed-upon accounting summary) submittedto each referred Customer Contact, at the same time eachinvoice is sent to the Customer Contact.

This process shall befollowed as to all work that Contractor may receive from theCustomer Contact at any time, as long as Contractor is aNetwork Member

(regardless of whether Blue Ribbon specificallyrefers the work to Contractor or not).c. Network Member Work. If Contractor refers work to another Network Member, Contractor shall charge that other NetworkMember a referral fee of _______ percent (__%) of the grosstotal invoice submitted by the Network Member to the particular customer, and Contractor shall split that fee with Blue Ribbon.Contractor is obligated to obtain copies of all pertinent invoicessubmitted by the Network Member to whom the work is referred.If, alternatively, Contractor performs or providesServices/Goods/Products as a Subcontractor to any other Network Member, Contractor shall pay Blue Ribbon an amountequal to __________________ percent (____ %) of the grosstotal invoice as submitted to the Network Member. Suchpayments shall be due as follows: (1)

in the case of referral work

,within sixty (60) days of the Network Member’s submission of itsinvoice to the particular customer; and (2) in the case of subcontractor work, within sixty (60) days of the Contractor’ssubmission of its invoice to the Network Member.

This processshall be followed as to all work that Contractor may receive fromor refer to any Network Member at any time, as long asContractor is a Network Member.

d. Records Access. Contractor agrees to provide BlueRibbon with reasonable access to its records to confirm anyinformation related Subcontractor Work, Referral Projects, andNetwork Member Work, during normal business hours, uponthree (3) business day notice.

5. Confidentiality/Nonsolicitation

a. Blue Ribbon Will Provide Confidential Data. BlueRibbon agrees to provide Contractor, and Contractor acknowledges that it will acquire from Blue Ribbon, confidentialdata, materials and information (“Confidential Data”). ThisConfidential Data shall include all trade secret, marketing,financial and other proprietary, non-public information andmaterials ofBlue Ribbon or its customers, as well as knowledgeabout the business, financial condition, products, programmingtechniques, experimental work, customers and suppliers of BlueRibbon, its customers or licensors. All such ConfidentialInformation knowledge, information and materials acquired areand will be the trade secrets and confidential and proprietaryinformation of Blue Ribbon, its customers or licensors.Confidential Information will

not

include, however, anyinformation that (i) is or becomes generally known to the publicthrough no fault or breach of this Agreement by Contractor;(ii)Contractor can demonstrate by written evidence was rightfullyin Contractor’s possession the time of disclosure, without anobligation of confidentiality; (iii) Contractor can demonstrate bywritten evidence was independently developed by Contractor without use of or access to the Confidential Information; or (iv)Contractor rightfully obtains from a third party without any duty of confidentiality or restriction on use or disclosure.b. Contractor Agrees to Keep the Data Confidential.Contractor agrees to hold all such Confidential Information instrict confidence, will use Confidential Information only for thepurpose of performing or providing the Services/Goods/Products,and will limit disclosure of Confidential Information to itsemployees that need to access such Confidential Information for the foregoing permitted purpose and are subject to legallybinding obligations to maintain the confidentiality of theConfidential Information that are at least as stringent as theobligations under this Section. Contractor may discloseConfidential Information to the extent required by applicable lawor order of a court, government agency or other governmentbody, but only if Contractor provides prompt notice of thatrequirement to Blue Ribbon to enable Blue Ribbon to seek aprotective order or otherwise prevent or restrict the disclosure.c. Nonsolicitation. Further,

in return for the mutualpromises of the parties and in particular in return for BlueRibbon’s agreement to provide Confidential Data

, Contractor agrees for a period of twelve months not to solicit the customersof Blue Ribbon, BR Legal, or of any other Network Member, of which customer Contractor had any contact or knowledge, as aresult of being a Network Member (if known about during the aone-year time period prior to the termination of this Agreement).This nonsolicitation clause does not apply to customers listed byContractor prior to becoming a Network Member; upon signingthis Agreement, Contractor shall disclose to Blue Ribbon a list of all its customers. Additionally, Contractor agrees not to solicit or seek to hire any employees of Blue Ribbon or its NetworkMembers during the same twelve month time period. The partiesagree that this clause shall be reasonably interpreted under thelaw, and that the time and geographical limitations shall bereasonably restricted per the law, although the clause shall beenforced nonetheless to provide Blue Ribbon and its NetworkMembers with the broadest protection legally possible. To theextent any portion of this Nonsolicitation Clause is deemed overlybroad, the parties agree that it may be reformed by any court of law or arbitrator, if applicable.