1. SYNACT, Inc. Master Consulting Services Agreement<br />This Master Services Agreement (‘master agreement’) is entered into between the following entities as of the effective date identified below. This master agreement is comprised of this cover page and the attached terms and conditions, the terms of which are incorporated herein by this reference. Each party will notify the other in writing if any of the information in the following table changes.<br />Consultant InformationClient Name MERGEFIELD Parent_Customer ITASABCContact Name (the person who receives notices under this master agreement) MERGEFIELD Salutation Mr. MERGEFIELD First_Name Mikhail MERGEFIELD Last_Name IvanovStreet Address MERGEFIELD Address_1__Street_1 Contact EmailCity, State Contact Phone MERGEFIELD Business_Phone Postal CodeContact Fax MERGEFIELD Fax SYNACT, Inc.Notices to SYNACT, Inc. should be sent to:SYNACT, Inc.3 E. North StreetSuite 200Bethlehem, PA 18018Ken Compterken.compter@synact.net(610) 317-4440 Office(610) -317-4443 Fax<br /> <br />This master agreement contains terms of the relationship between you and us. If you contract for services from us under this master agreement, the specific terms of those transactions will be contained in this master agreement and any work orders, service descriptions, or other statement of work incorporating this master agreement by reference (each a “statement of services”).<br />By signing below, each party acknowledges that it has read and understood the terms of this master agreement and agrees to be bound by its terms.<br />ConsultantSYNACT, Inc.Name of Consultant (please print)Mikhail IvanovSYNACT, Inc.SignatureSignatureName of Person Signing (please print)Mikhail IvanovName of Person Signing (please print)Kenneth CompterTitle of Person Signing (please print)DirectorTitle of Person Signing (please print)PresidentDate: June 17, 2009Date: June 16, 2009<br /> In this master agreement, a “party” or “parties” means you and/or us as the context requires. “You”, “yours” means the entity that has entered into this master agreement and may also refer, as the context requires, to your affiliates who enter into a statement of work under this master agreement. “We”, “us”, or “our” means SYNACT, Inc.<br />Services: All product support, consulting and other services (referred to collectively and individually herein, as the context requires, as “services”) are provided by you under the terms and conditions of this master agreement. The precise scope of the services will be specified in the statements of work. This master agreement does not obligate either party or its affiliates to enter into any statements of services.<br />Fees: We agree to pay you the fees described in each statement of work. Unless otherwise stated in a statement of services, you will not change your daily or hourly rates identified in a statement of services during its term. Fifty percent (50%) of the estimated fees will be paid prior to the start of work unless otherwise stated in the Statement of Work. The remaining fees will be paid upon final delivery of work and acceptance of such work.<br />Applicable Law: The laws of the Commonwealth of Pennsylvania, United States shall govern this contract. The federal or state courts of the Commonwealth of Pennsylvania shall have exclusive jurisdiction of any claims arising out of this engagement.<br />Employee Solicitation: Parties agree not to directly or indirectly, individually or on behalf of persons not now party to this agreement, aid or endeavor to solicit or induce each other’s employees to leave their employment for employment with another person, firm or corporation. Parties agree to not hire the employees of the other during the term of this agreement, and for a period of two years after this agreement is terminated, without written approval of the other.<br />Term and Termination: This master agreement will remain in effect until terminated. SYNACT may terminate this agreement with or without cause at its sole and absolute discretion. You may enforce the provisions of this agreement by specific performance or damages in any court located within the Commonwealth of Pennsylvania. If you are successful in any action brought under this agreement, the maximum liquidated damages and all amounts recoverable by you provided for any breach of any terms or conditions contained herein is limited to the total professional fees contracted by SYNACT under the specific statement of work to which the claim relates.<br />The sole effect of terminating this master agreement will be to terminate the ability of either party to enter into subsequent statements of work that incorporate the terms of this master agreement. Termination of this master agreement will not, by itself, result in the termination of any statement of work previously entered into (or extensions of the same) that incorporate the terms of this master agreement, and the terms of this master agreement will continue in effect for purposes of such statements of services unless and until the statement of services itself is terminated or expires.<br />The term of any statement of work will be set forth in an applicable statement of services. Either party signing a statement of services may terminate it if the other party is (i) in material breach or default of any obligation that is not cured within 30 calendar days outstanding. <br /> Limitations of Liability: In no event shall SYNACT be liable to you or any third party for any loss, damage, cost or expense attributable to any act, omission or misrepresentation by you, your directors, employees or agents. In no event shall SYNACT be liable to you, whether claim be in tort, contract or otherwise for any amount in excess of the total professional fees paid to you by SYNACT under the specific statement of services to which the claim relates. <br />Each of the parties hereto agrees to indemnify and hold the other party harmless from and against any third party claims, liabilities, costs and expenses (including reasonable attorney’s fees) resulting from the negligent act(s), willful misconduct, and/or fraudulent behavior of the indemnifying party with respect to the performance of its duties and obligations under this agreement.<br /> Confidentiality: CONSULTANT agrees and acknowledges that in order for it to fully carry out its duties it may, from time to time, be provided with certain proprietary and/or confidential information. CONSULTANT warrants and agrees that it will not divulge any such information or breach our confidentiality. CONSULTANT agrees that this confidentiality provision shall extend and survive beyond the term of this agreement indefinitely and that CONSULTANT will not disclose any confidential information until such time as it may be made public by us, or we expressly consent in writing to such disclosure or we are required as a result of subpoena or other official court order.<br /> Force Majeure: In the event that either party is unable to perform any of its obligations under this agreement or to enjoy any of its benefits because of natural disaster, actions or decrees of governmental bodies (“Force Majeure Event”), the party who has been so affected shall immediately give notice to the other party and shall do everything reasonably possible to resume performance. If the period of non-performance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, either party may, by giving written notice, terminate this agreement in whole. However, unless this agreement is terminated as provided in the preceding sentence delays in delivery due to Force Majeure Events shall automatically extend the performance date for a period equal to the duration of such Events.<br />