MASTER CONTRACTOR AGREEMENT

An agreement made this 1st day of January 2020 between DevCare Solutions, Ltd. (DevCare Solutions) located at 131 N
High St, Suite 640, Columbus, OH – 43215 and Vendor Name (Contractor), with address: Vendor Address and Federal Tax
ID: xxx-xx-xxxx

1. SCOPE The terms of this Agreement apply in a situation where Contractor agrees to provide programming, systems
analysis, engineering, technical writing or other specialized services directly to the third party user ("client") who has
requested DevCare Solutions to locate temporary staffing for the client’s project according to the training, skills, abilities and
experience required by the client. DevCare Solutions agrees to refer Contractor to the client for further evaluation and
possible retention of Contractor’s services. Contractor will undertake the services provided as an independent contractor,
determining the manner and method of its performance of the services.

2. TERM OF AGREEMENT Nothing in this agreement obligates Contractor to accept any offer to provide services.
However, all terms and conditions shall remain in force during any and all periods for which Contractor’s services are
provided to the client and for any other periods before and/or thereafter as stated herein. In addition, paragraphs 4, 5 and 8
shall apply even if Contractor rejects an assignment offered by the Client and does not provide its services, in which case,
however, DevCare Solutions shall have no further obligation to Contractor. Prior to the commencement of such services,
DevCare Solutions and Contractor will execute a Purchase Order on the form attached to this Agreement which shall be
considered part of this Agreement and binding upon both parties as such. Contractor’s services under this Agreement will
terminate at the end of the minimum time requirement period covered by the Purchase Order and any renewals or
extensions thereof ("end date"), or upon twenty-four hours’ notice if for any reason the Client no longer desires the services
of Contractor. Contractor may terminate its services under this Agreement before the end date upon fifteen (15) days written
notice to DevCare Solutions.

3. ASSIGNMENT OF CONTRACT Any work on a project will be in accordance with the terms of this Agreement and the
Purchase Order. Contractor is to provide services through its personnel named in paragraph 8 of the Purchase Order, for
whom it is responsible, and may not assign its rights under this Agreement or any Purchase Order and may not subcontract
its obligations hereunder to others without the written consent of DevCare Solutions. In case of assignment or subcontract,
Contractor shall be liable to DevCare Solutions for damages due to any lost or reduced fees received by DevCare Solutions
as a result thereof. Contractor shall provide proof to DevCare Solutions that the person or company performing services for
Contractor is legally authorized to work in the United States, including, but not limited to proof of incorporation, valid visas or
work authorizations, and/or proof of corporate insurance. DevCare Solutions may arrange for other independent contractors
to perform the same work that Contractor performs on any assignment in accordance with DevCare Solutions’ agreements
with the Client.

4. NON SOLICITATION, NON COMPETITION Contractor acknowledges that Client has a relationship with DevCare
Solutions, that but for DevCare Solutions Contractor would have no relationship with Client, and that Contractor benefits
from this relationship. Therefore, Contractor covenants that it shall not, through its employees or third parties, directly or
indirectly through third parties, compete or attempt to compete with DevCare Solutions directly with Client nor solicit or
attempt to solicit any business from Client. Further, Contractor hereby covenants that it shall not, directly or indirectly,
conduct any business outside of this Master Contract Agreement and its renewals with Client, even if requested by Client,
unless authorized in writing by DevCare Solutions. This covenant shall be in force from the date of the signing of this
agreement until the expiration of one year after any person related in any way to Contractor does any work in any capacity
for Client, regardless of whether DevCare Solutions is involved, whether it be by this contract, renewal or outside of this
contract or renewal. Contractor acknowledges and agrees to pay DevCare Solutions reasonable attorneys’ fees if DevCare
Solutions incurs any attorneys’ fees or costs related to enforcement of this section including, but not limited to, any fees and
costs incurred prior to the initiation of formal legal proceedings. Contractor acknowledges that its execution of this contract
does not violate any prior non-compete agreements with any other parties that would prevent Contractor Personnel from
seeking employment with DevCare Solutions or Contractor from providing services to DevCare Solutions and/or Client.
Contractor agrees to defend, indemnify and hold harmless DevCare Solutions and/or Client and its/their directors, officers,
employees, and agents, from and against any and all claims, damages, costs, expenses, or liability, based upon, arising out
of, or in any way related to any violations of other non-compete agreements. This obligation will survive any termination of
this agreement. DevCare Solutions shall not solicit/hire Contractor’s Personnel during the term of this agreement and one
year thereafter.

5. REPRESENTATION Contractor acknowledges for itself and its personnel that information provided by it (including, but
not limited to resumes, interviews, references) in consideration for providing services to or on behalf of the Client is true to
the best of Contractor’s knowledge, that it is not restricted by any employment or other Contractor agreement, and
Contractor understands that any misstatements or lack of candor by Contractor of the qualifications or availability of it or its
personnel may be grounds for immediate termination by the Client of any assignment, and constitutes breach of this
Agreement.

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 MASTER CONTRACTOR AGREEMENT

6. PAYMENT FOR SERVICES Contractor shall maintain timesheets indicating the hours that services have been
performed, shall have a Client representative verify those hours by signing the timesheets and submit these to DevCare
Solutions along with Contractor’s invoice for the amount due to Contractor for the verified billable hours. Payment for hours
actually worked will be made in Contractor’s corporate name at the agreed upon hourly rate set forth in the related
Purchase Order. Payment to Contractor per the invoice shall be made as per the option selected below (this will be effective
for the term of this agreement):

___________ a) within thirty (30) days of DevCare Solutions' receipt of invoice and client approved timesheets from the
Contractor. This payment option is subject to a charge of two percent (2%) of the invoice amount to be retained by DevCare
Solutions.
___________ b) within forty five (45) days of DevCare Solutions' receipt of invoice and client approved timesheets from the
Contractor.
DevCare Solutions or Client will provide no other compensation in any form, including benefits. Contractor acknowledges
and agrees that under no circumstances will DevCare Solutions have any obligation to invoice Client or pay Contractor for
billable time reported to DevCare Solutions after sixty (60) days following the end of a weekly time reporting cycle.
Notwithstanding anything to the contrary contained herein, Contractor agrees not to invoice DevCare Solutions and
DevCare Solutions shall not pay Contractor for the billable time of any Contractor Personnel who leaves his/her assignment
at Client or who is removed from such assignment (whether by Contractor or at the request of DevCare Solutions or Client)
within the first ten (10) business days of such assignment, regardless of the reason. A background check/drug testing fee
will be deducted from the first invoice if required by the Client.

7. TRAVEL, LIVING AND OTHER COSTS No travel, living, training, entertainment or other costs will be allowed for
Contractor unless authorized in advance and paid by the Client for whom Contractor is performing services. DevCare
Solutions will provide no training, tools, equipment or other materials to Contractor.

8. CONFIDENTIALITY Contractor agrees that neither it nor its personnel will disclose to any third party, without the prior
written consent of an executive officer of DevCare Solutions, any information relating to the business of DevCare Solutions,
the Client, the customers and clients of the Client, or other DevCare Solutions‘ Contractors, if such information could
reasonably be construed as confidential and was obtained in the course of Contractor’s assignment with a Client project,
interviewing with DevCare Solutions or contracting with DevCare Solutions. Contractor further agrees neither it nor its
personnel will reproduce in any way, divulge, or remove from the premises of DevCare Solutions any Client or the
customers and clients of any Client, at any time during the interview, assignment or upon leaving the assignment, any
tangible or intangible property whatsoever (except personal effects) which could reasonably be construed as constituting
confidential information of DevCare Solutions, the Client, or the customers or clients of the Client.

9. CONDUCT, INDEPENDENT STATUS AND BENEFITS Contractor shall provide competent, professional services in the
required disciplines, using its own appropriate independent skill and judgment and determining the manner and means that
appear most suitable to perform the work. Evaluation of Contractor’s performance, if any, shall be made by the Client. The
parties to this Agreement agree that the relationship created by this Agreement is that of broker-independent contractor.
Contractor agrees and has advised its personnel, who have agreed in writing to be provided to DevCare Solutions within 5
days of the date of this Agreement, that neither Contractor nor any of its personnel is an employee of DevCare Solutions or
the Client or is entitled to any benefits provided or rights guaranteed by DevCare Solutions or the Client; or by operation of
law, to their respective employees, including, but not limited to group insurance, liability insurance, disability insurance, paid
vacations, sick leave or other leave, retirement plans, health plans, premium "overtime" pay, and the like. It is understood
and agreed that since the Contractor is an independent contractor, DevCare Solutions will make no deductions from fees
paid to Contractor for any federal or state taxes or FICA, and DevCare Solutions and the Client have no obligation to
provide Worker’s Compensation coverage for Contractor or to make any premium "overtime" payments at any rate other
than the normal rate agreed to in the Purchase Order. It shall be the Contractor’s responsibility to provide Worker’s
Compensation and if applicable, pay any premium "overtime" rate, for its employees who work on the project covered
services provided by the Contractor or its personnel. DevCare Solutions will not indemnify Contractor for any liability
incurred by Contractor, its agents or employees. It is understood and agreed that DevCare Solutions and the Client have no
obligation to provide unemployment compensation.
10. LIABILITY Because of the independent status of the Contractor, it is solely and completely accountable for the services
it provides to the Client, and neither the Client nor its customers and clients, nor DevCare Solutions shall have any liability
whatsoever to any party for such services provided by Contractor or its personnel. DevCare Solutions will not indemnify
Contractor for any liability incurred by Contractor, its agents or employees. Contractor understands that DevCare Solutions
will act in good faith to describe the task requirements set forth by the Client, but that because Contractor has the
opportunity to discuss directly with the Client these task requirements prior to acceptance of the project assignment offered
by the Client, and because DevCare Solutions has no right to control any aspect of the project on which the Contractor will
be working, Contractor hereby releases DevCare Solutions from any liability relating to representations about the task
requirements or to the conditions under which the Contractor will be working. Contractor also agrees to release DevCare
Solutions from any liability for statements made by DevCare Solutions, without malice, to third parties who inquire about
Contractor’s performance.

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 MASTER CONTRACTOR AGREEMENT

11. INSURANCE Contractor will obtain and maintain during the term of this Agreement, for itself and its personnel before
providing services, at its own expense, the types and levels of insurance as set forth in Exhibit A. Contractor will provide
proof of such insurance in the form of a certificate of insurance with the following language:
'DevCare Solutions, Ltd. and Client, and their respective affiliates and all of their respective officers and employees.'
Contractor agrees to hold DevCare Solutions harmless for any damages or expenses, including attorney’s fees, incurred as
a result of misconduct of Contractor or its personnel.

12. BREACH Any breach of any provision of this Agreement by Contractor or its personnel entitles DevCare Solutions to
recover from Contractor damages and injunctive relief. Contractor agrees that because monetary damages are likely to be
inadequate, DevCare Solutions shall be entitled to temporary injunctive relief (by providing to a court such breach). If
DevCare Solutions is successful in recovering damages or obtaining injunctive relief, Contractor agrees to be responsible
for paying all of DevCare Solutions’ expenses in seeking such relief, including all costs of bringing suit and all reasonable
attorneys’ fees.

13. MISCELLANEOUS This Agreement and any attached Purchase Order(s) represent the entire agreement and
understanding of the parties and any modification thereof shall not be valid unless contained in writing signed by both
parties. No other document, including any agreement between DevCare Solutions and the client, shall be deemed to modify
any terms of this Agreement unless expressly stated in writing to do so and signed by both DevCare Solutions and the
Contractor.
Each provision of the Agreement shall be considered severable such that if any one provision or clause conflicts with
existing or future applicable law, or may not be given full effect because of such law, this shall not affect any other provision
of the Agreement which can be given effect without the conflicting provision or clause. To the extent that there may be a
conflict between the terms of this Agreement and the Purchase Order, this Agreement shall take precedence. Contractor
represents that Contractor has read and understands the terms of this Agreement, has had an opportunity to ask any
questions and to seek the assistance of legal counsel regarding these terms, and is not relying upon any advice from
DevCare Solutions in this regard.
This Agreement shall be governed by the laws of the State of Ohio, except for its choice of law principles, regardless of
where Contractor’s work is performed, and any litigation shall be brought in the state or federal courts of the State of Ohio.
Contractor agrees to the exclusive jurisdiction of the federal and state courts located in the Franklin County, in the State of
Ohio, for any and all disputes arising under the agreement, to the exclusion of all other federal and state courts.

DevCare Solutions, Ltd. Vendor Name

Name (Print) Name (Print)

Title Title

Signature Date Signature Date

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