401 Smith Drive, Suite 200

Cranberry Township, PA, 16066

ssipeople.com

CONSULTING SERVICES AGREEMENT FOR INDEPENDENT CONTRACTORS

THIS CONSULTING SERVICES AGREEMENT MADE this DATE Software Specialists, Inc. d/b/a SSi People, with its principal place of
business at 401 Smith Drive, Suite 200, Cranberry Township, PA 16066 (hereinafter referred to as COMPANY) AND IC with its principal
place of business at ADDRESS (hereinafter referred to as INDEPENDENT CONTRACTOR or IC).

WHEREAS, the parties desire to enter into an agreement for furnishing of consultants by the INDEPENDENT CONTRACTOR to
COMPANY.

NOW THEREFORE, in consideration of the premises, the parties agree as follows:

1. DEFINITIONS AND SCOPE

The following terms are defined and hereinafter shall be referred to.

CLIENT: Any customer of COMPANY including COMPANY

STAFF: Any employee assigned by IC to COMPANY pursuant to this agreement including but not limited to IC’s employees,
sub-contractors, associates and affiliates.
2. PERIOD OF PERFORMANCE AND SCHEDULE
a) The initial term of this agreement with IC is for a period of one (1) year commencing on DATE and ending on DATE (“Term”).
However, the terms and conditions of this agreement shall remain in force during any and all periods for which IC’s services
are provided to CLIENT
b) COMPANY and IC will execute a Purchase Order on the form attached as “EXHIBIT A” to this Agreement, which shall be
considered part of this Agreement.
c) STAFF provided by IC shall perform services in accordance with any schedule set forth in the Purchase Order; provided,
however, that the listing of a schedule for specific elements of the services shall not be deemed to be in limitation of the
services provided by STAFF.
d) STAFF’s services under this Agreement will terminate at the end of minimum time requirement period covered by the
Purchase Order and any renewals or extensions thereof (“END DATE”), or upon one calendar day’s notice if for any reason
CLIENT no longer desires the services of IC.
e) IC or STAFF may voluntarily terminate its services under this Agreement before the “END DATE“ with two (2) weeks’ written
notice for convenience and five (5) days’ notice for cause.

3. EMPLOYEE AND CLIENT RELATIONSHIPS

IC and STAFF acknowledge that COMPANY’s relationships with its employees, contractors and clients are valuable business assets of
COMPANY. During the term of this Agreement and any renewals thereof, and for one (1) year after the expiration of the initial and/or
renewal periods, IC agrees that IC or STAFF will not (i) divert or attempt to divert from COMPANY any such employees, contractors or
clients (ii) provide or attempt to provide, directly or indirectly, any services to the CLIENT project manager for which IC has provided
services hereunder. The foregoing restriction shall not apply if CLIENT is an existing customer of IC. All STAFF working on projects
covered by this Agreement are required to agree in writing to this Paragraph 3 before commencement of services and IC will provide
evidence of same. COMPANY agrees not to directly or indirectly solicit for hire or directly hire any STAFF during the term of this
Agreement and for a period of one (1) year thereafter.

4. ASSIGNMENT OF CONTRACT
Any work on a project will be in accordance with the terms of this Agreement and the Purchase Order. IC is to provide services
through its personnel named in 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. COMPANY may arrange for other independent IC’s
to perform the same work on any assignment in accordance with COMPANY’S agreements with the client.

5. REPRESENTATION
a) IC warrants for itself and STAFF that information provided by it (including but not limited to, resumes, interviews and
references), on which COMPANY relies in making referrals to CLIENT is, to the best of its knowledge, true and accurate,
and IC acknowledges and understands that any misstatements or lack of candor by IC of the qualifications or availability of
STAFF may be grounds for immediate termination by COMPANY/CLIENT of any assignment and constitutes a breach of this
Agreement for which direct damages are recoverable pursuant to Paragraph 10 hereof. IC also warrants that it maintains a
set of books and records, which reflect items of income and expenses of its trade and business.
b) IC warrants that all services provided under this Agreement will be provided in a professional and workmanlike manner.
COMPANY will notify IC of any alleged breach of this warranty within ten (10) days of the performance of any services. In
the event of a breach of this warranty, COMPANY’s sole and exclusive remedy shall be for IC to reperform the services
breaching the warranty without charge.

c) THE WARRANTIES EXPRESSED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY THE PARTIES AND ARE
IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES
OTHERWISE ARISING FROM THE SERVICES PROVIDED OR THE COURSE OF DEALING OR TRADE. THE REMEDIES
EXPRESSED HEREIN SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF COMPANY.

6. PAYMENT FOR SERVICES

 401 Smith Drive, Suite 200
Cranberry Township, PA, 16066
ssipeople.com

a) Payment of services for hours actually worked will be made in the corporate name of IC on the periodic basis set forth in
the Purchase Order. Payment to IC will be in accordance with the agreed upon rate specified in the Purchase Order and no
other compensation in any form, (including benefits), will be provided by COMPANY or anyone else. IC shall maintain
record of the hours services have been performed by STAFF, have a CLIENT representative verify these hours by signing
the records and submit to COMPANY, those records along with IC’s invoices for the amount due to IC for the hours worked
and verified. Payment to IC per its invoice shall be made in accordance with the Purchase Order.
b) No travel, living, training, entertainment or other costs will be allowed for IC and/or STAFF unless authorized and paid for by
the CLIENT for whom the IC is performing services.
c) COMPANY will provide no training tools, equipment or other materials to IC. IC invoice hours will include no time spent in
formal training and any CLIENT authorized costs will not include any reimbursement for formal training. IC agrees that it or
STAFF will not reach any other agreement with the CLIENT or any other party that would permit IC to be paid for any reason
not explicitly included in the Purchase Order.
d) In the event that STAFF fails to perform to the standards required by CLIENT and CLIENT disputes COMPANY’s invoice(s)
for services performed by STAFF, COMPANY will be obligated to pay IC only with regard to the work and hours for which
CLIENT has paid COMPANY.
e) In the event, CLIENT refuses to pay for services on the basis that the services were incompetent, negligent, or
below professional standards and COMPANY is unable to resolve the dispute after using its best efforts,
COMPANY shall not be obligated to pay IC for such disputed services, and COMPANY may credit such
amount against future fees owed to IC. The foregoing sentence is conditioned upon COMPANY’s provision
to IC of written proof that it has diligently attempted to secure payment for the services in dispute.

7. CONDUCT INDEPENDENT STATUS AND BENEFITS

a) IC shall provide competent, professional services in the required disciplines, using its own appropriate independent skill
and judgment, and the manner and means that appear best suitable to perform the work. Evaluation of IC’s performance, if
any, shall be made the CLIENT.
b) IC is a CORP OR LLC organized pursuant to the laws of the STATE and certifies that IC’s Federal Tax Identification Number
is FEIN.
c) The parties to this Agreement agree that the relationship created by this Agreement is that of BROKER INDEPENDENT
CONTRACTOR.
d) IC agrees and has advised STAFF, who have agreed as set forth in writing to be provided to COMPANY within five (5) days
of the date of this Agreement, that neither IC nor STAFF is an employee of COMPANY or the CLIENT or is entitled to any
benefits provided or rights guaranteed by COMPANY or 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.
e) It is understood and agreed that since the IC is an independent contractor, COMPANY will make no deduction from fees
paid to IC for any federal or state taxes or FICA and COMPANY and the CLIENT have no obligation to provide Worker’s
Compensation Insurance coverage for IC or to make any premium “overtime” payments at any rate other than the normal
rate agreed to in the Purchase Order. IC shall assume full responsibility for payment of all federal, state and local taxes or
contributions imposed or required under unemployment insurance, workers compensation insurance, social security and
income tax laws in regard to such person. IC agrees that it will comply with all applicable laws in the provision of personnel
benefits.
f) It shall be the IC’s responsibility to provide Worker’s Compensation Insurance and, if applicable pay any premiums
“overtime” rate for STAFF who work on the project covered by this Agreement and to make required FICA, FUTA income
tax withholding or other payments related to STAFF, and to provide COMPANY with suitable evidence of the same
whenever requested. In the event of any claims brought or threatened by any party against COMPANY or CLIENT relating
to the status, acts or omissions of IC or STAFF, IC agrees to cooperate in all reasonable respects, including supporting the
assertions of employment status made in this Agreement.
g) IC will maintain all necessary personnel and payroll records for STAFF and promptly pay STAFF or STAFF’s employer
compensation due. Should IC fail to meet this obligation, COMPANY shall be entitled to make written demand to IC to pay
any overdue compensation to STAFF or STAFF’s employer within three (3) business days. IC’s failure to pay the
outstanding amounts due to STAFF of STAFF’s employer within the three-day period constitutes a breach of this
Agreement.

8. CONFIDENTIALITY/ NON DISCLOSURE OF INFORMATION

a) IC agrees that neither it nor STAFF will disclose to any third party, without the prior written consent of an executive officer
of COMPANY, any information relating to the business of COMPANY or CLIENT, if such information could reasonably be
construed as confidential and was obtained in the course of IC’s assignment with a CLIENT project, interviewing with
COMPANY or contracting with COMPANY. IC further agrees that neither it nor STAFF will divulge or disclose any
information relating to the COMPANY’S agreement with IC or any other business matter of COMPANY reasonably
construed to be confidential or any business practices of IC with CLIENT or any of the personnel of that CLIENT, to further
agrees neither it nor STAFF will reproduce in any way divulge or remove from the premises of COMPANY or 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 COMPANY or
CLIENT, or the customer or clients of the CLIENT. ALL STAFF working on projects covered under this Agreement are to
agree to indemnify and hold harmless COMPANY for any and all loss, costs and other liability incurred or threatened,
including attorney’s fees, related to violations of the obligations set forth in this Paragraph 8.
 401 Smith Drive, Suite 200
Cranberry Township, PA, 16066
ssipeople.com

b) IC agrees that neither it nor STAFF will disclose to CLIENT, any information regarding its financial or business relationship
with COMPANY.
c) Each STAFF shall be required to execute an Agreement Regarding Disclosure of Information and Ownership of Work.

9. WORKING FOR MULTIPLE FIRMS

IC may, to the extent consistent with this Agreement, provide its services for others and through other BROKERS.

10. BREACH
Any breach of any provision of this Agreement by either party entitles the other party to recover direct damages and to seek
injunctive relief. IC agrees that because monetary damages are likely to be inadequate, COMPANY shall be entitled to seek
temporary injunctive relief by providing to a court, a likelihood of breach by IC and to permanent injunctive relief (by proving to a court
such breach). If either party is successful in recovering damages or obtaining injunctive relief, the non-breaching party agrees to be
responsible for paying all of the prevailing party’s expenses in seeking such relief, including all costs of bringing such suit and all
reasonable attorney’s fees.

11. LIABILITY
a) Because of the independent status of the IC, it is solely and completely accountable for the services it provides to CLIENT,
and neither CLIENT nor its customers and clients, nor COMPANY shall have any liability whatsoever to any party for such
services provided by IC or STAFF. COMPANY will indemnify IC for any liability incurred by IC or STAFF, to the extent
caused by the conduct of COMPANY.
b) IC understands that COMPANY will act in good faith to describe the task requirements as set forth by the CLIENT, but that
because STAFF has the opportunity to discuss directly with CLIENT, these task requirements prior to acceptance of the
project assignment offered by the CLIENT, and because the COMPANY has no right to control any aspect of the project on
which the STAFF will be working IC hereby releases COMPANY from any liability relating to representations about the task
requirements or to the conditions under which the STAFF will be working.
c) In addition to any other insurance required by this Agreement, IC will provide for itself and STAFF before providing
services, at its own expense, comprehensive General Liability (GL) Insurance coverage for projects covered by this
Agreement, for limits of liability no less than One Million ($1,000,000.00) Dollars and will name COMPANY as an Additional
Insured. A certificate of such insurance shall be furnished to COMPANY within five (5) days of the date of this agreement.
d) Whether attributable to contract, tort, warranty, negligence, strict liability or otherwise, either party’s liability for
any claims, damages, losses or liabilities arising out of or related to this Agreement or the Services performed
hereunder shall not exceed the amounts paid by COMPANY to IC for Services under this Agreement. IN NO
EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS AND LOSS OF USE OF
FACILITIES) SUSTAINED BY THE OTHER PARTY OR ANY OTHER INDIVIDUAL, THIRD PARTY OR OTHER
ENTITY FOR ANY MATTER ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS
AGREEMENT. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS HAVE BEEN
NEGOTIATED BY THE PARTIES AND REFLECT A FAIR ALLOCATION OF RISK.
12. MISCELLANEOUS
a) IC represents that IC has read and understands the terms of this Agreement, has had an opportunity to ask questions and
to review this Agreement with legal counsel of its choice, and is not relying upon advice from COMPANY in this regard.
b) This Agreement and any attachments and/or exhibits hereto represent the entire agreement and understanding of the
parties and any modifications thereof shall not be effective unless contained in writing signed by both parties. No other
document including any agreement between COMPANY and IC shall be deemed to modify this Agreement unless
expressly so stated in writing to do so and signed by both the COMPANY and the IC.
c) 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.
d) To the extent that there may be any conflict between the terms of this Agreement and any Purchase Order, which may be
given hereto, this Agreement shall take precedence.
e) This Agreement shall be governed by the laws of the COMMONWEALTH OF PENNSYLVANIA and any litigation in
connection herewith shall be brought in the state or federal courts of said State.
f) IC is in full compliance with the immigration, labor and related laws and COMPANY assumes no responsibility for the
immigration status of STAFF.
 401 Smith Drive, Suite 200
Cranberry Township, PA, 16066
ssipeople.com

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the month, day and year first above written.

__________________________ __________________________
BY: Scott Poliziani BY: NAME
TITLE: Vice President/CFO TITLE: TITLE
Software Specialists, Inc. d/b/a SSi People IC
 401 Smith Drive, Suite 200
Cranberry Township, PA, 16066
ssipeople.com

Billing Instructions

All non-W2 contractors and/or their employers must submit weekly invoices for payment of hours
and expenses. All invoices are to be mailed to:

401 Smith Drive, Suite 200

Cranberry Twp., PA 16066

or emailed to:

lchesney@ssipeople.com

or faxed to:

724-933-6106

Weekly invoices must be accompanied with client approved weekly timesheets, expense detail
and receipts. Billing cycle and payment terms are noted on the Independent Contractor
Purchase Order issued upon project inception. Payment terms will commence on the day a
correct invoice is received.

Again, weekly invoices must be submitted by all non-W2 contractors and/or their employers for
payment of hours and expenses. Checks will only be issued to legal business entities, not
individuals. Errant invoices and unapproved documentation may delay payment. SSI’s normal
check cycle run dates are the 10th and 25th of each month.