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MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") dated Month D, YYYY ("Effective Date"), covers
all services acquired by CLIENT, whose address is ADDRESS ("CLIENT") and OFFICE LLC NAME and
affiliates, a limited liability company, whose address OFFICE ADDRESS ("Supplier'').

(1) Structure of Agreement. This Agreement, the Statement of Work attached hereto as Exhibit A, and
any subsequent written revisions, deletions or additions to the Statement of Work (collectively the
"Agreement") constitute the complete agreement regarding those services and replace any prior oral or
written communications between the Parties. Additional terms governing the services to be provided
under this Agreement are contained in the applicable Statement of Work. If there is a conflict between the
terms of this Agreement and the terms of the Statement of Work, the terms of this Agreement shall prevail
unless otherwise indicated in the Statement of Work.

(2) Services. Supplier shall perform the services noted in the Statement of Work and described in detail
therein ("Services") during the period and upon the terms and conditions specified in the Statement of
Work. Either Party may request changes to the Services. Changes must be requested in writing and
described in detail and shall not be binding until agreed upon in a writing signed by all Parties.

(3) Billing and Payment Terms. CLIENT agrees to pay Supplier as specified in the Statement of Work for
the corresponding Services and to pay any pre-approved travel, or other expenses as defined in the
Statement of Work that comply with CLIENT's travel and expense policies. Supplier shall invoice CLIENT
as work is completed and accepted by CLIENT on a monthly basis until all work is completed or either
party terminates the work.

(4) Term and Termination. This Agreement shall become effective on the Effective Date and shall
continue in effect until terminated as specified in this Section 4 (the "Term").

a. Termination Without Cause. This Agreement may be terminated, without cause, by either party
upon fourteen (14) days prior written notice specifying the date upon which such termination will
become effective. In the event that either party terminates the Agreement, either without cause or
for cause (as set forth in 4(b)), Supplier shall promptly: (1) furnish to CLIENT a brief report
summarizing the work performed in rendering the Services and the then current status of any
work in progress under the provisions of this Agreement, and (2) return to CLIENT all copies of
Confidential Information belonging to CLIENT and property of CLIENT in tangible form prepared
by Supplier in the performance of the Services, and (3) deliver to CLIENT in a format of CLIENT's
requirement any and all software, hardware, notes, test plans, source code, diagrams,
specifications, or any other work product. Upon Supplier's performance of items (1), (2), and (3)
above to CLIENT's satisfaction, Supplier shall be paid the amounts required under Section 3
through the effective date of termination.

b. Termination for Cause. Either party may terminate this Agreement at any time upon the giving of
written notice to the other, if: (i) the other party fails to perform an obligation or remedy a default
under this Agreement for a period continuing more than five (5) days after the aggrieved party
shall have given the failing or defaulting party written notice of such failure or default and that
such failure or default continues to exist as of the date upon which the aggrieved party gives
notice so terminating this Agreement, or (ii) immediately, if a party makes a general assignment
for the benefit of creditors, or files a petition for bankruptcy or receivership, or has filed against it
an involuntary assignment or petition commenced against it under any applicable bankruptcy or
insolvency legislation.

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 c. The obligations of the Parties under this Agreement that continue beyond expiration, termination,
or cancellation of this Agreement including, without limitation, Sections 5 through 10.

(5) Intellectual Property Rights. "Intellectual Property Rights" means all intellectual property and
industrial property rights of any kind whatsoever throughout the world, including but not limited: (i) all
trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all
registrations thereof and applications therefore and all goodwill associated with the foregoing; (ii) all
copyrights, copyright registrations and copyright applications, and all other rights associated with the
foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all
international proprietary rights associated therewith; (iv) all contracts or agreements granting any right,
title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask
works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop
and royalty rights, employee covenants and agreements respecting intellectual property and non-
competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any
of the foregoing.

a. Work Made For Hire. Subject to CLIENT's fulfillment of its payment obligations hereunder,
Supplier warrants that Services, Work Product, and/or Deliverables described in the Statement of
Work ('Work Product and/or Deliverables'), created by Supplier for CLIENT pursuant to the
specifications stated in the Statement of Work, and if permitted by the U.S. Copyright Act
(17.USC), will be "work made for hire", and Supplier shall have no ownership of such Work
Product. If the Services, Work Product, or Deliverables are not considered work made for hire,
and subject to the first sentence in this Section 5(a), Supplier transfers, grants, conveys and
assigns to CLIENT all of Supplier's right, title and interest in the Services, Work Product and
Deliverables.

b. Supplier Property. In performing the Services, Supplier may use certain preexisting written
materials, utilities, tools, processes, templates, IP, designs and documentation templates, and
models which are proprietary to, and owned by Supplier ("Supplier Property"). Supplier hereby
grants to CLIENT a non-exclusive perpetual, irrevocable, royalty free, worldwide license to
possess, use, reproduce, and display any and all Supplier Property embedded in a Service,
Deliverable, or Work Product and to prepare derivative works based upon such Supplier Property
as may be necessary for CLIENT to use the Service, Deliverable, or Work Product for the
purposes for which such items were designed and intended, including CLIENT's right to provide
such Supplier Property to other third parties to use solely on the behalf of CLIENT. CLIENT shall
have the right to use Supplier Property added to any Service, Deliverable, or Work Product for all
current and future purposes. Such current and future purposes shall be in CLIENT's sole
discretion.

c. Retained Rights. Supplier shall retain all rights, title and interests to its general knowledge,
concepts, methodologies, know-how, and techniques in Supplier's unaided memories, related to
the Services. Neither party will be restricted from using general underlying methodologies or
techniques learned or used in the course of performing, or developed during the performance of
this Agreement.

d. CLIENT Property. CLIENT is and shall remain the exclusive owner of, and retains all Intellectual
Property Rights and all other ownership interests in and to, CLIENT Intellectual Property, the
products offered by CLIENT, CLIENT Confidential Information, and in any and all CLIENT Work
Product, modifications, releases, derivatives or customizations thereof. "CLIENT Work Product"
means any and all designs, copyrightable works, ideas, inventions, technology and other
creations (including, without limitation, software, design, or performance specifications, reports,
manuals, and other documentation), and any related work-in-progress, improvements or
modifications to the foregoing, that are created, developed or conceived by CLIENT in
connection with CLIENT's performance under this Agreement. Supplier will
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 not, and will not permit any third party, to copy, transmit, distribute, sell, rent, lease, transfer,
reproduce, modify, adapt, enhance, translate, reverse engineer, disassemble, decompile, attempt
to derive source code, or create derivative works of CLIENT Work Product and electronic
processes, CLIENT Intellectual Property, or components thereof.

e. During the term of this Agreement, CLIENT hereby grants Supplier a limited, non-exclusive, non-
transferable, revocable license to use any CLIENT developed and owned software or tools
('CLIENT Furnished Items') for the Services hereunder. Supplier will not modify, reverse
engineer, decompile, or disassemble CLIENT Furnished Items except as allowed by CLIENT to
perform the Services. Further, Supplier will leave in place, and not alter or obscure, all proprietary
notices and licenses contained in CLIENT Furnished Items.

f. The parties acknowledge and agree that, except for any licenses expressly set forth herein,
nothing contained in this Agreement shall be construed as granting to the other Party, by
implication, estoppels or otherwise, any right, title or interest in and to any Intellectual Property
Rights of the other Party, and the Parties shall not take any actions inconsistent with the
foregoing .

g. In addition to and without limiting any other rights and remedies available to an owner of
Intellectual Property Rights, such owner may obtain injunctive relief without requirement of
posting a bond to redress or prevent violations of this Section.

(6) Representations and Warranties.

a. Mutual. Each party represents and warrants to the others that it has the right to enter into this
Agreement, and that the consent of no other person or entity is necessary for it to enter into and
fully perform this Agreement.

b. Limited License. Supplier represents that it either owns or is licensed to use all software and
tools required to complete this Agreement, except those software and tools specifically
developed, owned or provided by CLIENT.

c. Substantial Conformance. Supplier warrants that the Work Product will substantially conform to
the scope of work defined in the Statement of Work or any modification of a Statement of Work.

d. Legality of Operations. Supplier agrees that all Services will be conducted in accordance with
applicable state and federal laws. Supplier will not include, utilize, derive, or deploy any code,
layouts, designs, images, templates, or other information which could be used in violation of
relevant federal and/or state laws.

e. SUPPLIER WARRANTS AND REPRESENTS THAT ALL WORK PRODUCT AND SERVICES
HEREUNDER WILL BE ERROR FREE. ERROR FREE SHALL MEAN CLIENT HAS HAD AN
OPPORTUNITY TO TEST, APPROVE FOR DEPLOYMENT, AND OPERATE ALL
DELIVERABLES AND WORK PRODUCT FOR A PERIOD OF THIRTY (30) DAYS FROM THE
DATE OF DEPLOYMENT WITHOUT MATERIAL DEVIATION FROM WRITTEN AND
APPROVED SPECIFICATIONS AND WITHOUT MATERIAL ERROR BASED ON THOSE
WRITTEN AND APPROVED SPECIFICATIONS.

IN THE EVENT CLIENT DETERMINES THE PROJECT, WORK PRODUCT, AND SERVICES
RENDERED HEREUNDER ARE NOT ERROR FREE, SUPPLIER SHALL HAVE UP TO THIRTY
(30) DAYS FROM WRITTEN NOTICE OF SPECIFIC MATERIAL ERRORS AND/OR

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 DEVIATIONS TO CORRECT, REPAIR OR MODIFY SUCH MATERIAL ERRORS AND.OR
DEVIATIONS AT SUPPLIER'S SOLE COST AND EXPENSE. IF CLIENT ACCEPTS THE
CORRECTED SERVICES, AN ADDITIONAL THIRTY (30) DAYS SHALL BE ADDED TO THE
WARRANTY PERIOD. IF THE SERVICES ARE NOT CORRECTED, REPAIRED OR MODIFIED
TO CLIENT'S REASONABLE SATISFACTION, CLIENT SHALL HAVE THE OPTION OF
EITHER RECEIVING A REFUND OF FEES PAID FOR THE SERVICES CORRESPONDING
WITH THE RESPECTIVE DELIVERABLE FOR WHICH THE MATERIAL ERRORS OR
DEVIATIONS APPLY OR ALLOW SUPPLIER ANOTHER ATTEMPT AT CORRECTING THE
MATERIAL ERRORS.

f. Limited Warranties of Supplier. Supplier represents and warrants to CLIENT that: (i) the
Services will be performed in a workmanlike manner using reasonable care and skill by qualified
personnel who are experienced in Supplier's methodology; (ii) the Services will be performed at a
level of quality consistent with that provided by the mainstream of experts providing similar
services on a commercial basis in the United States.

(7) Indemnification.
a. Mutual Indemnification. Each party to this Agreement will indemnify, defend and hold harmless
the other parties and any of their "Related Parties" (defined below) from and against any "Loss"
(defined below) asserted against or incurred by any of them, directly or indirectly, by reason of,
arising out of or resulting from:

i. The failure of the party or its Related Parties to comply with any Legal Requirement
pertaining to this Agreement or the services provided under it.

ii. Any criminal, fraudulent, intentionally wrongful or grossly negligent act or omission of
the party or its related parties arising out of or resulting from the performance of its
obligations under this Agreement.

iii. Infringement, violation or misappropriation by a party or its Related Parties of any other
party's Intellectual Property Rights arising out of or resulting from the performance of the
party's obligations under this Agreement.

iv. The breach of any covenant or obligation of a party contained in Section 8

(Confidential Information) of this Agreement; or

v. The inaccuracy or breach of any representation or warranty of the party contained in or

made pursuant to this Agreement, or the breach of any covenant or obligation of the party
contained in this Agreement, and not referenced in subclasses through above.

As used in this Agreement, "Loss" means any demand, claim, suit, proceeding, action, loss,
damage, judgment, award, settlement, cost, expense or liability, including without limitation,
interest, defense costs, costs of investigation, court costs, reasonable attorneys' fees and
expenses, penalties and fines.

As used in this Agreement, "Related Party" means any parent, subsidiary or affiliated company,
and the present and former directors, officers, members, shareholders, employees, agents, and
representatives of any of these, and their successors, heirs and assigns.

b. Procedure for Indemnification.

i. Notice and Defense of Third Party Claims. The party or parties to be indemnified
(whether one or more, the "Indemnified Party") will give the party from whom
indemnification is sought (the "Indemnifying Party") prompt written notice of any third-
party claim, and the
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 Indemnifying Party will undertake the defense thereof by representatives chosen by it.
Failure to give the notice shall not affect the Indemnifying Party's duties or obligations
under this Section, except to the extent the Indemnifying Party is prejudiced thereby . So
long as the Indemnifying Party is defending any claim actively and in good faith, the
Indemnified Party shall not settle the claim. The Indemnified Party shall make available to
the Indemnifying Party or its representatives all records and other materials required by
them in the possession or under the control of the Indemnified Party, for the use of the
Indemnifying Party and its representatives in defending any claim, and shall in other
respects give reasonable cooperation in the defense. If the Indemnifying Party, within a
reasonable time after notice of any third party claim, fails to defend the claim actively and
in good faith, the Indemnified Party will (upon further notice) have the right to undertake
the defense, compromise or settlement of the claim or consent to the entry of a judgment
with respect to the claim, on behalf of and for the account and risk of the Indemnifying
Party, and the Indemnifying Party shall thereafter have no right to challenge the
Indemnified Party's defense, compromise, settlement or consent to judgment.

ii. Other Claims. A claim for indemnification for any matter not involving a third-party claim
may be asserted by notice to the party from whom indemnification is sought.

c. Survival of Obligations; Payment. The indemnification obligations set forth herein shall survive
any termination of this Agreement. The Indemnifying Party shall promptly pay the Indemnified
Party any amount due under this Section, which payment may be accomplished in whole or in
part, at the option of the Indemnified Party, by the Indemnified Party setting off any amount owed
to the Indemnifying Party by the Indemnified Party.

(8) Confidential Information.

a. CLIENT may, from time to time, disclose to Supplier proprietary ideas, concepts, expertise,
technologies, documentation, reports, memoranda, notes, drawings, plans, papers, recordings,
data, designs, materials, or other forms of records or information relating to CLIENT's business
(collectively "Confidential Information"). Supplier agrees (i) not to use any Confidential
Information for its own use or for any purpose other than the specific purpose of completing the
Services; (ii) not to voluntarily disclose any Confidential Information to any other person or entity;
and (iii) to take all reasonable measures to protect the secrecy of, and avoid disclosure or use of,
Confidential Information in order to prevent it from falling into the public domain or the possession
of persons other than those persons authorized hereunder to have such Confidential Information.
The foregoing duty shall survive any termination or expiration of this Agreement.

b. The following shall not be considered Confidential Information for purposes of this Agreement: (i)
Information which is or becomes in the public domain through no fault or act of the receiving
party; (ii) Information which was independently developed by the receiving party without the use
of or reliance on the disclosing party's Confidential Information ; (c) Information which was
provided to the receiving party by a third party under no duty of confidentiality to the disclosing
party; or (d) Information which is required to be disclosed by law with no further obligation of
confidentiality, provided, however, prompt prior notice thereof shall be given to the party whose
Confidential Information is involved.

c. The parties agree that the disclosure of any of the foregoing Confidential Information by Supplier
shall give rise to irreparable injury to CLIENT, inadequately compensable in monetary damages.
Accordingly, CLIENT may seek and obtain injunctive relief against the breach or threatened
breach of the foregoing undertakings, in addition to any other legal remedies which may be
available.

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 d. Supplier is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Supplier
will not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (b) is made in a complaint or other
document that is filed under seal in a lawsuit or other proceeding. Supplier is further notified that if
Supplier files a lawsuit for retaliation by CLIENT for reporting a suspected violation of law,
Supplier may disclose CLIENT's trade secrets to Supplier's attorney and use the trade secret
information in the court proceeding if Supplier: (a) files any document containing the trade secret
under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(9) Non-solicitation I Non-competition. Supplier covenants and agrees that during the term of this
Agreement and for twelve (12) months thereafter, regardless of the reason for the termination, Supplier
will not, directly or indirectly compete with CLIENT by owning, operating, being employed by, or
performing services on behalf of, directly or indirectly, any business engaged in the leasing or financing of
consumer goods with or without an investigation of the consumer's FICO score or offering or facilitating
rental-purchase transactions. Additionally, neither party will recruit or hire, or attempt to recruit or hire, any
employee or agent of the other Party or cause any such employee or agent of the other Party to terminate
an employment or agency relationship with such Party in order to work for the soliciting Party or a
competitor of the non-soliciting Party. Each Party acknowledges that breach of the provisions of this
paragraph would result in irreparable injury and permanent damage to the non-breaching Party, and each
Party acknowledges such terms are both reasonable and necessary, singularly and in the aggregate, to
protect the interests of the Parties and are critical to the success of the parties' business. Each further
recognizes and agrees that determining the damages in the event of a breach of this paragraph would be
difficult, and that money damages alone would be an inadequate remedy for the injuries and damages
which would be suffered from breach of this paragraph. Each Party therefore agrees that, in the event of
breach of this paragraph, The non-breaching Party, in addition to and without limiting any other remedies
or rights which it may have, shall have the right to injunctive relief or other similar remedy in any court of
competent jurisdiction in order to specifically enforce the provisions hereof, and the Parties waive any
requirement for the posting of a bond or any other security.

(10) Equal Opportunity Employer. Supplier is an Equal Opportunity Employer and does not discriminate
in recruitment, hiring, transfer, promotion, compensation, development, and termination of its employees
on the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's
status or other protected category as required by applicable Federal, State and local laws. CLIENT
likewise represents that it will not discriminate in the referral or acceptance of consultants hereunder on
the basis of race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran's
status or other protected category as required by applicable federal, state and local laws.

(11) Verification of Information; Availability. Supplier represents and verifies that the information
provided to CLIENT (including, but not limited to, resumes, interview responses, and references), in
connection with this Agreement, is true and complete to the best of Supplier's knowledge. Supplier further
represents and verifies that it and related personnel are not prohibited or restricted by any employment or
independent contractor agreement or other relationship from providing services under this Agreement.
Supplier acknowledges and agrees that any misstatements or material omissions in this regard,
particularly as to any Consultant and personnel qualifications and/or availability, constitutes a breach of
this Agreement.

(12) General Provisions.

a. Severability. In the event that any provision of this Agreement is determined to be invalid,
unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with

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 applicable law, to reflect as nearly as possible the original intentions of the Parties, and the
remainder of the Agreement shall remain in full force and effect.

b. Captions. The section headings in this Agreement are intended solely for convenience of
reference and shall be given no effect in the construction or interpretation of this Agreement.

c. No Waiver. No term or condition of this Agreement shall be deemed waived, and no breach shall
be deemed excused, unless such waiver or excuse is in writing and is executed by the party from
whom such waiver or excuse is claimed.

d. Amendment. Any amendment of this Agreement shall be in writing and signed by all Parties.

e. Interpretation. Section numbers and headings are used for convenience and are not to be
construed as limitations of the substance of any provision.

f. Governing Law; Arbitration. This Agreement will be governed by the substantive laws of the
State of Utah. In the event of any dispute, controversy, or claim arising out of or relating to this
Agreement ("Dispute"), the Party raising such Dispute will notify the other Party promptly and no
later than sixty (60) days from the date of its discovery of the Dispute. Any Dispute which cannot
otherwise be resolved through informal discussions will be resolved in an arbitration conducted in
accordance with the commercial arbitration rules of the American Arbitration Association (AAA),
and judgment upon the arbitration award may be entered in any court having jurisdiction thereof.
The arbitration tribunal will consist of a single arbitrator mutually agreed upon by the parties or
designated by the AAA. The place of arbitration will be Salt Lake City, Utah, unless otherwise
agreed. The arbitral award will be final and binding. The parties waive any right to appeal the
arbitral award. Each party may 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 will be as confidential and private
as permitted by applicable law. The parties will not disclose the existence, content or results of
any proceedings, and materials submitted in connection with such proceedings will not be
admissible in any other proceeding.

g. Force Majeure. With the exception of a party's obligation to make payments properly due to the
other party, neither party shall be deemed in default or otherwise liable under this Agreement due
to its inability to perform its obligations by reason of fire, earthquake, flood, substantial snowstorm,
epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance,
act of public enemy, embargo, war, act of God, or any failure or delay of any transportation,
power, computer or communications system or any other or similar cause beyond that party's
control.

h. Assignment. Neither this Agreement nor any right or obligation arising hereunder may be
assigned (voluntarily, by operation of law, or otherwise), in whole or in part, by any party without
the consent of the other parties, such consent not to be unreasonably withheld; provided,
however, that any party shall have the right, upon written notice to the other parties, to assign this
Agreement to any person or entity that acquired all or substantially all of such party's business or
assets. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their
respective successors and permitted assigns.

i. Independent Contractor. The parties enter into this Agreement as independent contractors and
nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or
other employment relationship between the parties. All Supplier employees who are assigned to
perform services at any CLIENT owned or leased facility shall be considered to be an employee
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 of Supplier only and will not be considered an agent or employee of CLIENT for any purpose.
Supplier will be solely responsible for payment of all compensation owed to its employees,
including all applicable federal, state and local employment taxes and will make deductions for all
taxes and withholdings required by law. In no event will any Supplier employee be eligible for or
entitled to any benefits of CLIENT.

j. Counterparts; Facsimiles. This Agreement may be executed in two or more counterparts,

each of which shall be deemed an original, but all of which together shall constitute one and the
same document. The Parties may sign facsimile copies of this Agreement which shall each be
deemed originals.

Intending to be legally bound, the Parties have caused this Agreement to be executed by their authorized
representatives effective as of the Effective Date.