DocuSign Envelope ID: 6764656A-2B5A-4972-BC23-BEAE946A99AC

800 E. Campbell Rd.

Suite 388
Richardson, TX 75081
Phone: 972.234.0058
Fax: 972.234.5732
www.infovision.com

SUBCONTRACT AGREEMENT

BETWEEN

InfoVision, Inc.

AND

DigitalBytes Inc.

This SUBCONTRACT AGREEMENT (“Agreement”) is entered as of 01 Nov 2018

between InfoVision, Inc. (InfoVision), with its principal place of business at 800
East Campbell Road, Suite 388, Richardson, TX 75081 and DigitalBytes Inc
Inc(SubContractor) with Fed ID# 80-0800941 with its principal place One
Oxford Valley, 2300 Lincoln Hwy, Ste 301, Langhorne, PA 19047

A. InfoVision is a full-service Information Systems Company.

B. SubContractor is a Computer Software Company, which employs and
otherwise retains software engineers (“Consultants”) competent in
software development.
C. InfoVision desires to have SubContractor perform Software
Engineering services by assisting in software development at InfoVision
or its client’s facilities.
D. This agreement refers to the client(s) mentioned on the PO(s) only.

In consideration of the mutual promises contained herein, SubContractor and

InfoVision agree as follows:

Article 1 - Services to be performed

InfoVision will retain SubContractor from time to time to provide professional

software development services. For each specific assignment, the number of
consultants assigned, name of the client, the place of work, project start date,
tentative completion date and brief project description will be specified by
InfoVision in the Purchase Order.

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Article 2 - Compensation to SubContractor

In consideration for the consulting services rendered by Consultant hereunder,

InfoVision will pay SubContractor service fees at the specified rate. However, if
our client(s) (please refer to addendum for specific Client(s)) fails to meet the
contractual obligations of the payment terms due to Bankruptcy or similar filings,
InfoVision reserves the right to pay to SubContractor, only for the period it
received payments from the client. Neither SubContractor nor its Consultants
shall be entitled to any other benefit from InfoVision or its client.

Article 3 - Direct Services for InfoVision’s clients

By performing services for clients, Consultants may develop a certain relationship

with client’s representative leading to awareness of other services desired by
client in the same or to his/her divisions/units of the Corporation. SubContractor
and companies providing software Consultants to InfoVision, agree not to
approach directly or indirectly and provide client and its subsidiaries such services,
during the period of time in which Consultant is performing services for client as
per this agreement and/or during a period of one year thereafter until unless
SubContractor has a prior relation with client.

However, InfoVision’s priority rights of relationship with respect to a client will

be restricted only to specific client(s) as mentioned on the PO(s).

Article 4 - Performance at Work

SubContractor represents that its Consultants possess the training, skills and
expertise necessary to perform the consulting services required by this agreement
as a competent and professional manner. Consultants shall follow client’s policies,
if any, in order to avoid being disruptive of client’s personnel, systems, procedures
and working environment. SubContractor agrees that its Consultants shall use
their training, skills and expertise to professionally and timely satisfy the project
and all sub tasks and milestones thereof.

Guarantees: If a Consultant is found by InfoVision’s client to be incapable of

performing the assigned tasks, within the first 10 (ten) days, SubContractor will:

a) Provide, at no additional charge, a replacement acceptable both to

InfoVision and the client, at the pre-specified rate; nor shall

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SubContractor receive payment for work deemed unacceptable by

client, and
b) If no suitable candidate is found or a substitute cannot be on site
within a 2 (two) week period, all fees to SubContractor will be
waived.

Article 5 - Confidential Information

SubContractor agrees to maintain as confidential, and not disclose to others

during or subsequent to performance of any services for InfoVision or its
customers, except;

a) Information which has been released by InfoVision or its

customers in writing;
b) Information which, at the time of its disclosure, is in the public
domain; and,
c) Information which Consultant can show first came to him/her from
sources other than InfoVision or its customers.

Article 6 - Terms of Engagement

6.1 The anticipated completion date set forth in Article 1 above may be
modified and extended, if it is discovered that the projected time for
the project was insufficient. SubContractor agrees to continue
providing services through the revised completion date, if any specified
by InfoVision.

6.2 SubContractor agrees to provide its direct employees only and

verifies all its employees working at InfoVision’s client locations are
authorized to work in U.S.A. and the specific location.

6.3 SubContractor agrees to provide all the technical and personnel

management needed by its Consultants during the course of the
assignment. This agreement shall not be construed to create a joint
venture, partnership or other form of business organization of any kind
between the parties.

6.4 All SubContractor’s employees are required to complete and sign the
forms as required by the Client including, but not limited to the
following.

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 Acknowledgement of Contractor Status and Benefits Waiver

 Work for Hire and Confidentiality Acknowledgement

6.5 SubContractor understands and agrees that its Consultant may be

required to cease working due to client’s determination of Consultant’s
lack of satisfactory performance or a termination of the client’s project.
It is agreed that neither circumstances shall be construed by
SubContractor as a breach of contract.

6.6 The agreement can be terminated by InfoVision at any time for its
convenience or by SubContractor by giving a 2 (Two) weeks advance
written notice to InfoVision.

SubContractor agrees to provide assigned Consultant as long as

needed by InfoVision’s client. There is no obligation for InfoVision to
provide any written notice of extension of contract unless it is
requested in writing by SubContractor. In the event the Consultant
resigns from SubContractor, SubContractor will give 2 (two) weeks
prior written notice to InfoVision.

6.7 Subcontractor is responsible to make sure all the time sheets are
properly filled in by all of its Consultants on time and as required by
the client.

6.8 Subcontractor will invoice InfoVision once a month (from the first day
till the last day of the month) with Client approved/signed InfoVision
Time Sheets. All the overtime hours must be approved in advance by
InfoVision and the Client’s Manager. InfoVision has no liability to pay
any invoices which are not received within 4 months of the services
rendered. All the invoices along with the client approved timesheets
should be emailed to ap@infovision.com

6.9 Subcontractor’s consultants on assignment for Client should not use

Client or Client Customer equipment for non-project related activities.
This includes making personal phone calls, recreational internet usage,
using equipment for non-customer related work, etc. Failure to comply
with this can result in immediate termination from assignment.

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6.10 When a VISA of any of its consultants is up for renewal, it is

Subcontractor’s duty to ensure that InfoVision is given ample lead
time of at least one month to prepare for any absence needed for the
VISA renewal.

6.11 If the client believes the consultant starting on the project and the
one who took the phone interview are not the same, subcontractor is
required to pay an amount of $25000 due immediately, otherwise all
legal options will be used to recover the damages to InfoVision’s
reputation and revenue.

6.12 This agreement is effective from 01 Nov 2018 unless terminated

earlier pursuant to Paragraph 6.6.

Article 7 – Indemnification

7.1 SubContractor agrees that neither its Consultants or any of its

personnel is an employee of InfoVision or its client, or is entitled to
any benefits provided or rights guaranteed by InfoVision or its client,
or by operation of law, to their respective employees, including but not
limited to group insurance, liability insurance, disability insurance, paid
vacation, sick leave or other leave, retirement plans, health plans,
premium “overtime” pay, and the like. It is understood and agreed
that InfoVision will make no deductions for fees paid to
SubContractor for any federal or state or FICA, FUTA, SDI, SUI.
SubContractor agrees that it is its responsibility to make required
FICA, FUTA, SDI, SUI, Income Tax withholdings or other payments
related to its Consultants and provide Worker’s Compensation,
“overtime” claims, if applicable.

7.2 SubContractor shall indemnify and hold InfoVision and its clients
harmless for any Worker’s Compensation, “overtime” claims, tax
liability claims, or other claims brought or liabilities imposed against
InfoVision or its client by Consultants or any third party (including
governmental bodies or courts), whether relating to Consultant’s
working visa status, or any other matters involving the acts or
omissions of SubContractor and its Consultants.

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Article 8 - General Provisions

8.1 This Agreement is a professional services agreement and the

performance of any obligation hereunder may not be assigned,
delegated or otherwise transferred by either party.

8.2 If any provision of this Agreement is found by any court of competent

jurisdiction to be invalid or unenforceable, the invalidity of such
provision shall not affect the other provisions of this Agreement, and
all provisions not affected by such invalidity shall remain in full force
and effect.

8.3 The waiver by the other party shall not be construed as a waiver of any
succeeding breach of the same or other provision; nor shall any delay
or omission on the part of either party to exercise or avail itself of any
right, power or privilege that it has or may have hereunder operate as
a waiver of any breach or default by the other party.

8.4 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
agreements between the parties, whether written or oral, relating to
the same subject matter.

8.5 No modification, amendments or supplements to this Agreement shall

be effective for any purpose unless in writing, executed by each party.

Article 9 - Enforcement of Agreement

9.1 This Agreement and any disputes arising out of or in connection with
this Agreement, shall be governed by and construed in accordance
with the laws of the State of Texas, excluding its rules governing
conflicts of laws.

9.2 The prevailing party in any legal proceeding brought by one party
against the other party and arising out of or in connection with this
Agreement shall be entitled to recover its legal expenses, including
court costs and reasonable attorney’s fees.

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Article 11 – Insurance

SubContractor shall maintain in full force and effect, during the performance of
the work, the following insurance coverage and minimum Limits of Liability having
an A.M. Best’s rating of A- X or its equivalent
(a) Workers' Compensation Coverage. Workers' Compensation and
Occupational Disease covering SubContractor's full liability under
the Workers' Compensation Laws of the State where the work is
performed. This shall include Employer's Liability Insurance in the
minimum amount of $2,000,000.
(b) General Liability Coverage. Commercial General Liability including
Contractor's Protective Liability, Blanket Contractual Liability and
Products Liability, Completed Operations Liability and Broad Form
Property Damage Liability in the amount of $2,000,000 for each
person, $2,000,000 each occurrence and not less than $2,000,000
aggregate for any accident resulting in bodily injuries or in the death
of one person or more persons and the consequential damages
arising therefrom. In addition, such coverage is to include Property
Damage Liability in the amount of $1,000,000 for each occurrence
with an aggregate total limit in the amount of $1,000,000.
(c) Automobile Liability. Comprehensive Automobile Liability Insurance
including owned, hired and non-owned automobiles or other vehicles
in the amount of $2,000,000 for the death or injury of any one
person and $2,000,000 for each occurrence of bodily injuries or death
to more than one person with Property Damage coverage in the
amount of $2,000,000 for each occurrence.
(d) Certificate of Insurance. SubContractor shall furnish to InfoVision
prior to the commencement of any on-site work, a Certificate of
Insurance evidencing the above coverage and the above limits of
liability and the fact that InfoVision and its Affiliates are Additional
Insureds under the SubContractor's liability policies. If
SubContractor shall have greater coverage or higher limits of
liability than those specified in this Agreement, then such greater
coverage or higher limits of liability shall be set forth in the
Certificate. InfoVision shall be entitled to a minimum of thirty (30)
days’ notice of any changes in coverage or limits of liability. All
insurance companies must be approved in the states in which
Contractors provide Technical Services and have an A.M. Best rating
of AX.

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Article 12 – Drug Screening and Background Investigation

SubContractor certifies that it has completed a drug test and thorough

background investigation on SubContractor's Employee in accordance with
requirements set forth in Exhibit A.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their duly authorized Representative.

InfoVision, Inc. DigitalBytes Inc.

By__________________________ Aruna Raj

Anil Varghese
Name __________________ ___
Vice President - Global Sourcing
Title_________________________
4/24/2019
Date_________________________
By___________________________
Name__ Aruna Raj
______________ _________
President
Title_________________________
04/24/2019
Date_________________________

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Exhibit A

BACKGROUND INVESTIGATION/DRUG TEST CRITERIA

Background Investigation:

1. Supplier agrees to perform a background check on each employee prior to

the start date.

(a) Background investigations will be conducted by an approved and

licensed Investigative or security firm.

(b) Background investigations will cover a minimum of the previous five

years history (exception: All felonies must be reported regardless of
inception date).

(c) Background investigations will consist of:

 Criminal history - State repository or place or residence (3 months

or longer)
 Driving record - 5 years
 Credit history - 5 years

(d) Employment history - 5 years

(e) Falsified or inconsistent information provided by contractor's

employee.

2. The background check is valid up to six (6) months from the expiration date
of the last assignment.

Drug Testing:

1. During working hours or the hours immediately preceding work hours, the
manufacture, possession, use, sale, solicitation, or distribution of any illegal
drugs or alcohol is prohibited.

(a) Screening will be conducted using the following tests and cut-off
levels:

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SUBSTANCE CONFIRMATORY SCREENING

Amphetamines 1,000 500
Barbiturates 300 200
Benzodiazephines 300 300
Cocaine 300 150
THC 100 15
Opiates 300 300
Methaqualone 300 100
PCP 25 25

2. Anyone found to be using, possessing, furnishing, selling or soliciting the

sale of any drug contrary to law on InfoVision’s or its clients’ premises or
during hours that such individual is performing services for client will be
subject to immediate removal from the premises and, in addition, will be
reported to the responsible law enforcement Supplier. There can be no
compromise for any individual who violates this policy.

3. The Drug Test is valid for up to six (6) months from the expiration date of
the last assignment.

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